Common use of Representations, Warranties and Covenants of the Agents Clause in Contracts

Representations, Warranties and Covenants of the Agents. Each Agent represent and warrant to and covenant and agree with the Company as at the date hereof and as at the Closing Date and as at any closing of the Over-Allotment Option, that: 1. It acknowledges that the Brokered Securities have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws and may not be offered or sold except pursuant to an exclusion or exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. It has offered and sold and will offer and sell the Brokered Securities only (i) in an Offshore Transaction in accordance with Rule 903 of Regulation S, or (ii) to, or for the account or benefit of persons in the United States and U.S. Persons as provided in this Schedule “A”. Accordingly, none of the Agent, any U.S. Affiliate, their respective affiliates or any persons acting on any of their behalf: (i) have engaged or will engage in any Directed Selling Efforts; or (ii) except as permitted by this Schedule “A”, have made or will make (x) any offers to sell, or any solicitation of an offer to buy, Brokered Securities in the United States or (y) any sale of Brokered Securities to any Purchaser unless, at the time the buy order was or is originated, the Purchaser was outside the United States and not a U.S. Person, and not acting for the account or benefit of a person in the United States or a U.S. Person, or the Agent, any U.S. Affiliate, their respective affiliates or any person acting on any of their behalf reasonably believed that such Purchaser was outside the United States and not a U.S. Person, and not acting for the account or benefit of a person in the United States or a U.S. Person. None of the Agent, any U.S. Affiliate, their respective affiliates or any persons acting on any of their behalf has made or will make any offers or sales of the Non-Brokered Securities in the Non-Brokered Private Placement. 2. It has not entered and will not enter into any contractual arrangement with respect to the offer and sale of the Brokered Securities, except with any U.S. Affiliate, any Selling Firm or with the prior written consent of the Company. 3. It shall require any U.S. Affiliate and any Selling Firm to agree, for the benefit of the Company, to comply with, and shall use its best efforts to ensure that any U.S. Affiliate and any Selling Firm complies with, the provisions of this Schedule “A” as if such provisions applied to such U.S. Affiliate and Selling Firm. 4. Any offers of the Brokered Securities by it to, or for the account or benefit of, persons in the United States and U.S. Persons for sale by the Company will be effected by its U.S. Affiliate (if any) in accordance with all applicable U.S. federal and state broker-dealer requirements. Such U.S. Affiliate is, and will be on the date of each offer by it and sale by the Company of Brokered Securities to, or for the account or benefit of, a person in the United States or a U.S. Person, duly registered as a broker-dealer pursuant to Section 15(b) of the U.S. Exchange Act and the securities laws of each state in which such offer or sale is made (unless exempted from the respective state’s broker-dealer registration requirements) and a member of and in good standing with the Financial Industry Regulatory Authority, Inc. 5. All offers, or solicitation of offers to buy Brokered Securities that have been made or will be made, were or will be made only (i) to, or for the account or benefit of, persons in the United States or U.S. Persons that Accredited Investors and/or Qualified Institutional Buyers in transactions that are exempt from the registration requirements of the U.S. Securities Act pursuant to Rule 506(b) of Regulation D and exempt from registration under all applicable state securities laws, and (ii) outside the United States to non-U.S. Persons in Offshore Transactions that are excluded from registration pursuant to Rule 903 of Regulation S. 6. Immediately prior to making offers to, or for the account or benefit of, persons in the United States or U.S. Persons, the Agent, any U.S. Affiliate, their respective affiliates or any person acting on any of their behalf had reasonable grounds to believe and did believe that each such offeree was a Qualified Institutional Buyer or an Accredited Investor, as applicable, with respect to which the Agent or its U.S. Affiliate had a pre-existing business relationship; and at the time of completion of each sale to a U.S. Purchaser, the Agent, any U.S. Affiliate, their respective affiliates or any person acting on any of their behalf will have reasonable grounds to believe and will believe, that each such U.S. Purchaser is a Qualified Institutional Buyer or an Accredited Investor, as applicable. 7. Offers and sales of Brokered Securities to, or for the account or benefit of, persons in the United States or U.S. Persons have not been and shall not be made by any form of General Solicitation or General Advertising or in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act. 8. At least one Business Day prior to the Closing Date and prior to any closing of the Over- Allotment Option, it shall provide the Company and its transfer agent with a list of all U.S. Purchasers of the Special Warrants, together with their addresses (including state of residence), the number of Special Warrants purchased and the registration and delivery instructions for the Special Warrants. 9. Prior to any sale by the Company of Special Warrants to U.S. Purchasers identified by the Agent, the Agent shall cause each such U.S. Purchaser to execute and deliver to the Company, the Agents and the U.S. Affiliates, duly completed and executed Subscription Agreements from such U.S. Purchasers, including Schedule “D” – Annex 1 or Schedule “D” – Annex 2 thereto (as applicable). 10. All offerees of the Brokered Securities that are, or are acting for the account or benefit of, persons in the United States or U.S. Persons shall be informed that the Brokered Securities have not been and will not be registered under the U.S. Securities Act or any state securities laws and are being offered and sold to such U.S. Purchasers in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Rule 506(b) of Regulation D and similar exemptions under applicable state securities laws. 11. The Agent understands that all Brokered Securities issued to U.S. Purchasers that are Accredited Investors (but not Qualified Institutional Buyers) in the Offering will be issued in definitive physical form and will bear a United States restrictive legend substantially in the form set forth in Schedule “D” – Annex 1 to the Subscription Agreement. 12. None of the Agent, any U.S. Affiliate, their respective affiliates or any person acting on any of their behalf has engaged or will engage in any violation of Regulation M under the U.S. Exchange Act in connection with this Offering. 13. With respect to Regulation D Securities, none of (i) the Agent or any U.S. Affiliate, (ii) the Agent’s or the U.S. Affiliate’s general partners or managing members, (iii) any of the Agent’s or the U.S. Affiliate’s directors, executive officers or other officers participating in the offering of the Regulation D Securities, (iv) any of the Agent’s or the U.S. Affiliate’s general partners’ or managing members’ directors, executive officers or other officers participating in the offering of the Regulation D Securities or (v) any other person associated with any of the above persons, that has been or will be paid (directly or indirectly) remuneration for solicitation of Purchasers in connection with sale of Regulation D Securities (each, a “Dealer Covered Person” and, collectively, the “Dealer Covered Persons”), is subject to any Disqualification Event except for a Disqualification Event (i) contemplated by Rule 506(d)(2) of the U.S. Securities Act and (ii) a description of which has been furnished in writing to the Company prior to the date hereof or, in the case of a Disqualification Event occurring after the date hereof, prior to the date of any sale of the Regulation D Securities. It will notify the Company in writing, prior to the Closing Date and any closing of the Over-Allotment Option of (a) any Disqualification Event relating to any Dealer Covered Person not previously disclosed to the Company hereunder, any (b) any event that would, with the passage of time, become a Disqualification Event relating to any Dealer Covered Person. As of the Closing Date and any closing of the Over- Allotment Option, the Agent is not aware of any person (other than any Dealer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of Purchasers in connection with the sale of any Regulation D Securities. It will notify the Company, prior to the Closing Date or any closing of the Over-Allotment Option of any agreement entered into between it and any such person in connection with such sale. No Dealer Covered Person has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of the Non-Brokered Securities in the Non-Brokered Private Placement pursuant to Rule 506(b) of Regulation D under the U.S. Securities Act. 14. None of the Agent, any U.S. Affiliate, their respective affiliates or any person acting on any of their behalf will (i) take an action that would cause the exemption provided by Section 3(a)(9) of the U.S. Securities Act to be unavailable for the exchange of Special Warrants for the Units, the Units Shares and the Warrants, or (ii) receive any commission or other remuneration, directly or indirectly, for soliciting the exchange of Special Warrants for the Units, the Unit Shares and the Warrants. 15. At Closing, the Agent, together with any U.S. Affiliate, will provide a certificate, substantially in the form of Exhibit A to this Schedule “A”, relating to the manner of the offer and sale of the Brokered Securities to, or for the account or benefit of, persons in the United States and U.S. Persons, or will be deemed to have represented that they did not offer or sell Brokered Securities to, or for the account or benefit of, persons in the United States and U.S. Persons. 16. The Agent acknowledges that the Compensation Securities have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States. In connection with the issuance of any Compensation Securities to it, the Agent represents, warrants and covenants that (i) it is acquiring the Compensation Securities as principal for its own account and not for the benefit of any other person; (ii) it is not a U.S. Person and is not acquiring the Compensation Securities in the United States, or on behalf of a U.S. Person or a person located in the United States; and (iii) the Agency Agreement was executed and delivered outside the United States. The Agent acknowledges and agrees that any Agent Warrants, Agent Unit Warrants and CF Fee Warrants may not be exercised in the United States or by or on behalf or for the benefit of a U.S. Person or a person in the United States, unless such exercise is exempt from registration under the U.S. Securities Act and the applicable securities laws of any state of the United States.

Representations, Warranties and Covenants of the Agents. Each Agent represent represents and warrant warrants and covenants, and will cause its U.S. Affiliate to comply with such representations, warranties and covenant and agree with the Company as at the date hereof and as at the Closing Date and as at any closing of the Over-Allotment Optioncovenants, that: 1. It acknowledges it acknowledges, on behalf of itself and the U.S. Affiliate, that the Brokered Securities Subscription Receipts have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws laws, and may not be offered and sold only in transactions exempt from or sold except pursuant not subject to an exclusion or exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. It has The Subscription Receipts may be offered and sold and will offer and sell the Brokered Securities only (i) in an Offshore Transaction in accordance with Rule 903 of Regulation S, or (ii) to, or for the account or benefit of persons in the United States and U.S. Persons as provided in this Schedule “A”. Accordingly, none of the Agent, any U.S. Affiliate, their respective affiliates or any persons acting on any of their behalf: (i) have engaged or will engage in any Directed Selling Efforts; or (ii) except as permitted by this Schedule “A”, have made or will make (x) any offers to sell, or any solicitation of an offer to buy, Brokered Securities in the United States or (y) any sale of Brokered Securities to any Purchaser unless, at the time the buy order was or is originated, the Purchaser was outside the United States and not a U.S. Person, and not acting for the account or benefit of a person in the United States or a U.S. Person, or the Agent, any U.S. Affiliate, their respective affiliates or any person acting on any of their behalf reasonably believed that such Purchaser was outside the United States and not a U.S. Person, and not acting for the account or benefit of a person in the United States or a U.S. Person. None of the Agent, any U.S. Affiliate, their respective affiliates or any persons acting on any of their behalf has made or will make any offers or sales of the Non-Brokered Securities in the Non-Brokered Private Placement. 2. It has not entered and will not enter into any contractual arrangement with respect to the offer and sale of the Brokered Securities, except with any U.S. Affiliate, any Selling Firm or with the prior written consent of the Company. 3. It shall require any U.S. Affiliate and any Selling Firm to agree, for the benefit of the Company, to comply with, and shall use its best efforts to ensure that any U.S. Affiliate and any Selling Firm complies with, the provisions of this Schedule “A” as if such provisions applied to such U.S. Affiliate and Selling Firm. 4. Any offers of the Brokered Securities by it to, or for the account or benefit of, persons in the United States and U.S. Persons for sale by the Company will be effected by its U.S. Affiliate (if any) in accordance with all applicable U.S. federal and state broker-dealer requirements. Such U.S. Affiliate is, and will be on the date of each offer by it and sale by the Company of Brokered Securities to, or for the account or benefit of, a person in the United States or a U.S. Person, duly registered as a broker-dealer Person only pursuant to the exemptions from the registration requirements of the U.S. Securities Act provided by Rule 506(b) of Regulation D and/or Section 15(b4(a)(2) of the U.S. Exchange Securities Act and similar exemptions under applicable U.S. state securities laws, and the securities laws Subscription Receipts may be offered and sold outside the United States only in accordance with Rule 903 of each state Regulation S. Accordingly, neither the Agent, nor the U.S. Affiliate, nor any persons acting on its or their behalf: (i) have engaged or will engage in which such offer any Directed Selling Efforts, General Solicitation or sale is made General Advertising; or (unless exempted from the respective state’s broker-dealer registration requirementsii) and a member of and in good standing with the Financial Industry Regulatory Authorityexcept as permitted by this Schedule "A", Inc. 5. All offers, or solicitation of offers to buy Brokered Securities that have been made or will be mademake (x) any offers to sell Subscription Receipts to U.S. Purchasers or (y) any sale of Subscription Receipts unless at the time the purchaser made its buy order therefor, were the Agent, the U.S. Affiliate or other person acting on any of their behalf reasonably believed that such U.S. Purchaser was outside the United States and was not a U.S. Person; 2. it has not entered and will be made only (i) not enter into any contractual arrangement with respect to the distribution of the Subscription Receipts, except with its affiliates or otherwise with the prior written consent of the Company. The Agent shall cause its U.S. Affiliate to agree, for the benefit of the Company, to comply with, and shall ensure that the U.S. Affiliate complies with, the same provisions of this Schedule "A" as apply to the Agent; 3. all offers and sales of Subscription Receipts in the United States or to, or for the account or benefit of, persons a person in the United States or a U.S. Persons Person made by the Agent have been and shall be made solely through the U.S. Affiliate, which is, and on the dates of such offers and sales was and will be, duly registered as a broker or dealer under Section 15(b) of the U.S. Exchange Act and under the securities laws of all states in which such offer or sale was made (unless exempt from such states' broker-dealer registration requirements) and a member of, and in good standing with, FINRA, in accordance with all applicable United States federal and state securities laws and regulations, including those governing the registration and conduct of brokers and dealers; 4. that Accredited Investors and/or each offeree that is a U.S. Purchaser has been, and will continue to be, provided with a copy of the same information regarding the Company and the Offering as has been provided, and which may be provided after the date hereof, by the Agents to offerees and Purchasers of Subscription Receipts in Canada; 5. any offer, sale or solicitation of an offer to buy Subscription Receipts that has been made or will be made (i) to U.S. Purchasers, was or will be made only to Qualified Institutional Buyers or U.S. Accredited Investors in transactions that are exempt from the registration requirements of the U.S. Securities Act pursuant to Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act and exempt from registration similar exemptions under all applicable state securities laws, and (ii) to persons outside the United States to non-(other than U.S. Persons Persons) will be made in Offshore Transactions transactions that are excluded exempt from registration pursuant to Rule 903 of Regulation S.S; 6. Immediately prior to making offers neither the Agent nor its affiliates, either directly or through a person acting on its or their behalf, have engaged in or will engage in any form of General Solicitation or General Advertising in connection with the offer and sale of the Subscription Receipts in the United States or to, or for the account or benefit of, persons a person in the United States or U.S. Persons, the Agent, any U.S. Affiliate, their respective affiliates or any person acting on any of their behalf had reasonable grounds to believe and did believe that each such offeree was a Qualified Institutional Buyer or an Accredited Investor, as applicable, with respect to which the Agent or its U.S. Affiliate had a pre-existing business relationship; and at the time of completion of each sale to a U.S. Purchaser, the Agent, any U.S. Affiliate, their respective affiliates Person or any person acting on any of their behalf have otherwise engaged or will have reasonable grounds to believe and will believe, that each such U.S. Purchaser is a Qualified Institutional Buyer or an Accredited Investor, as applicable. 7. Offers and sales of Brokered Securities to, or for the account or benefit of, persons in the United States or U.S. Persons have not been and shall not be made by any form of General Solicitation or General Advertising or engage in any manner conduct involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act. 8. At least one Business Day prior to Act in connection with the Closing Date offer and prior to any closing sale of the Over- Allotment Option, it shall provide Subscription Receipts in the Company and its transfer agent with a list of all U.S. Purchasers of the Special Warrants, together with their addresses (including state of residence), the number of Special Warrants purchased and the registration and delivery instructions for the Special Warrants. 9. Prior to any sale by the Company of Special Warrants to U.S. Purchasers identified by the Agent, the Agent shall cause each such U.S. Purchaser to execute and deliver to the Company, the Agents and the U.S. Affiliates, duly completed and executed Subscription Agreements from such U.S. Purchasers, including Schedule “D” – Annex 1 United States or Schedule “D” – Annex 2 thereto (as applicable). 10. All offerees of the Brokered Securities that areto, or are acting for the account or benefit of, persons a person in the United States or a U.S. Persons Person; 7. immediately prior to offering the Subscription Receipts in the United States or to, or for the account or benefit of, a person in the United States or a U.S. Person, the Agent or the U.S. Affiliate had or will have reasonable grounds to believe and did or will believe that such offeree is or was a Qualified Institutional Buyer or a U.S. Accredited Investor, and at the Closing Time, the Agent and the U.S. Affiliate shall have reasonable grounds to believe and shall believe that each U.S. Purchaser is a Qualified Institutional Buyer or a U.S. Accredited Investor; 8. prior to the completion of any sale of the Subscription Receipts to a U.S. Purchaser, each such U.S. Purchaser will be informed required by the Agents, acting through the U.S. Affiliate, to execute and deliver a Subscription Agreement in the appropriate form; 9. at the Closing Time, the Agent, together with the U.S. Affiliate, will provide a certificate, substantially in the form of Exhibit I to this Schedule "A", relating to the manner of the offer and sale of the Subscription Receipts in the United States or to, or for the account or benefit of, a person in the United States or a U.S. Person or will be deemed to have represented that they did not offer or sell Subscription Receipts to U.S. Purchasers; 10. it will inform, and cause its U.S. Affiliate to inform, each U.S. Purchaser that: (i) the Brokered Securities Subscription Receipts, the INX Shares and the Resulting Issuer Shares have not been and will not be registered under the U.S. Securities Act or any under state securities laws laws; (ii) the Subscription Receipts, the INX Shares and the Resulting Issuer Shares are being offered and sold to such U.S. Purchasers in reliance on the exemption from the it without registration requirements of under the U.S. Securities Act provided by Rule 506(b) of Regulation D and similar in reliance upon exemptions under from applicable U.S. state securities laws. 11. The Agent understands that all Brokered Securities issued to U.S. Purchasers that are Accredited Investors (but not Qualified Institutional Buyers) in the Offering will be issued in definitive physical form and will bear a United States restrictive legend substantially in the form set forth in Schedule “D” – Annex 1 to the Subscription Agreement. 12. None of the Agent, any U.S. Affiliate, their respective affiliates or any person acting on any of their behalf has engaged or will engage in any violation of Regulation M under the U.S. Exchange Act in connection with this Offering. 13. With respect to Regulation D Securities, none of (i) the Agent or any U.S. Affiliate, (ii) the Agent’s or the U.S. Affiliate’s general partners or managing members, ; (iii) any of the Agent’s or the U.S. Affiliate’s directors, executive officers or other officers participating in the offering of the Regulation D Securities, (iv) any of the Agent’s or the U.S. Affiliate’s general partners’ or managing members’ directors, executive officers or other officers participating in the offering of the Regulation D Securities or (v) any other person associated with any of the above persons, that has been or will be paid (directly or indirectly) remuneration for solicitation of Purchasers in connection with sale of Regulation D Securities (each, a “Dealer Covered Person” and, collectivelySubscription Receipts, the “Dealer Covered Persons”), is subject to any Disqualification Event except for a Disqualification Event (i) contemplated by INX Shares and the Resulting Issuer Shares are "restricted securities" within the meaning of Rule 506(d)(2) 144 of the U.S. Securities Act and (ii) a description of which has been furnished in writing can only be offered, sold, pledged or otherwise transferred, directly or indirectly, to the Company prior to or outside the date hereof or, United States in the case of a Disqualification Event occurring after the date hereof, prior to the date of any sale of the Regulation D Securities. It will notify the Company in writing, prior to the Closing Date and any closing of the Over-Allotment Option of (a) any Disqualification Event relating to any Dealer Covered Person not previously disclosed to the Company hereunder, any (b) any event that would, accordance with the passage of time, become a Disqualification Event relating to any Dealer Covered Person. As of the Closing Date and any closing of the Over- Allotment Option, the Agent is not aware of any person (other than any Dealer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of Purchasers in connection with the sale of any Regulation D Securities. It will notify the Company, prior to the Closing Date or any closing of the Over-Allotment Option of any agreement entered into between it and any such person in connection with such sale. No Dealer Covered Person has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of the Non-Brokered Securities in the Non-Brokered Private Placement pursuant to Rule 506(b) of Regulation D applicable exemption under the U.S. Securities Act. 14. None of Act and in compliance with local laws and regulations; such securities are registered under the AgentU.S. Securities Act and any applicable state securities law, or, to the extent such securities were initially sold to U.S. Accredited Investors, an exemption from such registration is available or such registration is otherwise not required; (iv) for so long as the Subscription Receipts, INX Shares and Resulting Issuer Shares constitute "restricted securities", any U.S. AffiliatePurchaser that is a Qualified Institutional Buyer must not deposit any of the Subscription Receipts, their respective affiliates INX Shares and Resulting Issuer Shares into the facilities of the Depository Trust Company, or a successor depository within the United States, or arrange for the registration of any the Subscription Receipts, INX Shares and Resulting Issuer Shares with Cede & Co. or any successor thereto; and (v) any U.S. Purchaser that is a Qualified Institutional Buyer must implement appropriate internal controls and procedures to ensure that the Subscription Receipts, INX Shares and Resulting Issuer Shares shall be properly identified in its records as "restricted securities" that are subject to the re-sale and transfer restrictions set forth above notwithstanding the absence of a U.S. restrictive legend; 11. none of it, its U.S. Affiliate or any person acting on any of its or their behalf will will: (i) take an action that would cause the exemption provided by Section 3(a)(9) of the U.S. Securities Act to be unavailable for the exchange of Special Warrants Subscription Receipts for the Units, the Units Shares INX Shares; and the Warrants, or (ii) receive any commission or other remuneration, directly or indirectly, for soliciting the exchange of Special Warrants Subscription Receipts for the Units, the Unit Shares and the Warrants.INX Shares; 1512. At Closing, neither the Agent, together with nor the U.S. Affiliate nor any U.S. Affiliate, will provide a certificate, substantially in the form of Exhibit A to this Schedule “A”, relating to the manner of the offer and sale of the Brokered Securities to, or for the account or benefit of, persons in the United States and U.S. Persons, person acting on its behalf has engaged or will be deemed to have represented that they did not offer or sell Brokered Securities to, or for the account or benefit of, persons engage in the United States and U.S. Persons. 16. The Agent acknowledges that the Compensation Securities have not been and will not be registered under the U.S. Securities Act or the securities laws any violation of any state of the United States. In Regulation M in connection with the issuance of any Compensation Securities to it, the Agent represents, warrants and covenants that (i) Offering; 13. it is acquiring the Compensation Securities Options as principal for its own account and not for the benefit of any other person; (ii) . Furthermore, in connection with the issuance of the Compensation Options, it is (i) not a U.S. Person and it is not acquiring the Compensation Securities Options in the United States, or on behalf of a U.S. Person or a person located in the United States; , and (iiiii) the Agency Agreement was executed and delivered outside the United States. The Agent acknowledges and It agrees that it will not engage in any Agent WarrantsDirected Selling Efforts with respect to any Compensation Options; and 14. with respect to the Subscription Receipts to be offered and sold hereunder in reliance on Rule 506(b) of Regulation D (the "Regulation D Securities"), Agent Unit Warrants and CF Fee Warrants may not be exercised in the United States none of it, its U.S. Affiliates, any of their respective general partners or by managing members, any director or on behalf or for the benefit of a U.S. Person or a person in the United States, unless such exercise is exempt from registration under the U.S. Securities Act and the applicable securities laws executive officer of any state of the United Statesforegoing, any other officer of any of the foregoing participating in offer and sale of the Regulation D Securities, or any other officer or employee of any of the foregoing that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers of the Regulation D Securities (each, a "Dealer Covered Person" and, together, the "Dealer Covered Persons") is subject to any Rule 506 Disqualification Event. Neither it nor its U.S. Affiliate has paid or will pay, nor is it aware of any other person that has paid or will pay, directly or indirectly, any remuneration to any person (other than the Dealer Covered Persons) for solicitation of purchasers of the Regulation D Securities.

Representations, Warranties and Covenants of the Agents. Each Agent represent acknowledges and warrant to and covenant and agree with the Company as at the date hereof and as at the Closing Date and as at any closing of the Over-Allotment Option, that: 1. It acknowledges agrees that the Brokered Securities Units have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws laws, and the Securities may not be offered and sold only in transactions exempt from, or sold except pursuant to an exclusion or exemption from not subject to, the registration requirements of the U.S. Securities Act and any applicable U.S. state securities laws. It Accordingly, each Agent represents, warrants and covenants to and with the Company, as at the date hereof and as at the Closing Date, that: 1. None of the Agent, its affiliates (including, without limitation, any U.S. Affiliate), or any person acting on any of their behalf (including, without limitation, any Selling Group member appointed by the Agent), has offered and sold and or will offer and sell the Brokered Securities only any Units except: (ia) in an Offshore Transaction in accordance with Rule 903 of Regulation S, ; or (iib) to, or for the account or benefit of of, persons in the United States and or U.S. Persons that are U.S. Accredited Investors or QIBs purchasing pursuant to the exemption from the registration requirements of the U.S. Securities Act under Rule 506(b) of Regulation D and in compliance with similar exemptions under applicable state securities laws as provided in this Schedule “A”sections 2 through 12 below. Accordingly, none of the Agent, its affiliates (including, without limitation, any U.S. Affiliate), their respective affiliates or any persons person acting on any of their behalf: behalf (i) have engaged or will engage in including, without limitation, any Directed Selling Efforts; or (ii) except as permitted Group member appointed by this Schedule “A”the Agent), have has made or will make (xexcept as permitted in sections 2 through 12 below): (i) any offers offer to sell, or any solicitation of an offer to buy, Brokered Securities any Units to, or for the account or benefit of, any person in the United States or any U.S. Person; (yii) any sale of Brokered Securities Units to any Purchaser unless, at the time the buy order was or is originated, the Purchaser was outside the United States and States, not a U.S. Person, Person and not acting for the account or benefit of a person in the United States or a U.S. Person, or the Agent, its affiliates (including, without limitation, any U.S. Affiliate), their respective affiliates or any person acting on any of their behalf (including, without limitation, any Selling Group member appointed by the Agent) reasonably believed that such Purchaser was outside the United States and States, not a U.S. Person, Person and not acting for the account or benefit of a person in the United States or a U.S. Person. None of the Agent, ; or (iii) any U.S. Affiliate, their respective affiliates or any persons acting on any of their behalf has made or will make any offers or sales of the Non-Brokered Securities in the Non-Brokered Private PlacementDirected Selling Efforts. 2. It has not entered and will not enter into any contractual arrangement with respect to the offer and sale of the Brokered SecuritiesUnits, except with any U.S. Affiliate, any a member of the Selling Firm Group appointed by it or with the prior written consent of the Company. 3. It shall will require any U.S. Affiliate and any such Selling Firm Group member to agreeagree in writing, for the benefit of the Company, to comply with, and shall will use its best efforts to ensure that any U.S. Affiliate and any such Selling Firm Group complies with, the same provisions of this Schedule “A” as apply to such Agent as if such provisions applied to such the U.S. Affiliate and the Selling FirmGroup member. 43. Any All offers and sales of the Brokered Securities by it Units to, or for the account or benefit of, persons in the United States and U.S. Persons for sale by the Company Persons, have been and will be effected made only by its U.S. Affiliate (if any) in accordance with all applicable U.S. federal and state broker-dealer requirements. Such U.S. Affiliate isor the Selling Group member appointed by it), and will be on the date of each offer by it and sale by the Company of Brokered Securities to, or for the account or benefit of, a person in the United States or a U.S. Person, duly which is registered as a broker-dealer pursuant to Section 15(b) of the U.S. Exchange Act and under the securities laws of each state in which such offer offers and sales were or sale is will be made (unless exempted from the respective state’s broker-dealer registration requirements) and a member of and in good standing with the Financial Industry Regulatory Authority, Inc., in compliance with all applicable U.S. federal and state broker-dealer requirements. 54. All offers, or solicitation Offers of offers to buy Brokered Securities that have been made or will be made, were or will be made only (i) Units to, or for the account or benefit of, persons in the United States or and U.S. Persons have not been made and will not be made: (i) by any form of “general solicitation” or “general advertising” (as those terms are used in Rule 502(c) of Regulation D), including, without limitation, advertisements, articles, notices or other communications published in any newspaper, magazine or similar media, or on the internet, or broadcast over radio, television or the internet, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising or (ii) or has taken or will take any action that Accredited Investors and/or Qualified Institutional Buyers would constitute a public offering of the Units in transactions that are exempt from the registration requirements United States within the meaning of Section 4(a)(2) of the U.S. Securities Act pursuant Act. 5. Any offer or solicitation of an offer to Rule 506(b) of Regulation D and exempt from registration under all applicable state securities lawsbuy Units to, and (ii) outside or for the account or benefit of, a person in the United States or a U.S. Person has been made or will be made to nonU.S. Accredited Investors or QIBs with which the Agent or its U.S. Affiliate had a pre-existing relationship and, immediately prior to soliciting such offerees, the Agent and its U.S. Persons in Offshore Transactions Affiliate had reasonable grounds to believe and did believe that are excluded from registration pursuant each offeree was either a QIB or a U.S. Accredited Investor and at the time of completion of each sale by the Company to Rule 903 of Regulation S.such offeree, the Agent and its U.S. Affiliate will have reasonable grounds to believe and will believe, that each such offeree purchasing the Units is either a QIB or a U.S. Accredited Investor. 6. Immediately prior Prior to making offers the completion of any sale by the Company of the Units or to, or for the account or benefit of, persons in the United States or U.S. Persons, the Agent, any U.S. Affiliate, their respective affiliates or any person acting on any of their behalf had reasonable grounds to believe and did believe that each such offeree was purchaser that is a Qualified Institutional Buyer QIB or an Accredited Investor, as applicable, with respect to which the Agent or its U.S. Affiliate had a pre-existing business relationship; and at the time of completion of each sale to a U.S. PurchaserAccredited Investor will be required to execute Schedule F or Schedule G, respectively, in the Agent, any Subscription Agreement (the “U.S. Affiliate, their respective affiliates or any person acting on any of their behalf will have reasonable grounds to believe and will believe, that each such U.S. Purchaser is a Qualified Institutional Buyer or an Accredited Investor, as applicableCertificate”). 7. Offers Prior to the Closing Date, the Agent will provide the Company and sales the transfer agent of Brokered Securities the Company with a list of all purchasers of the Units in the United States who are U.S. Persons, who are purchasing for the account or benefit of persons in the United States or U.S. Persons or who were offered Units in the United States (“U.S. Purchasers”). Prior to the Closing Date, the Agent will provide the Company with copies of all Subscription Agreements including the applicable U.S. Certificates, duly executed by such U.S. Purchasers for acceptance by the Company. 8. At Closing, the Agent and the U.S. Affiliate will provide a certificate, substantially in the form of Exhibit 1 to this Schedule “A”, relating to the manner of the offer and sale of the Units to, or for the account or benefit of, persons in the United States or U.S. Persons or the Agent will be deemed to have not been represented and shall not be warranted that no offers or sales of the Units were made by any form of General Solicitation it or General Advertising its U.S. Affiliate (or in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act. 8. At least one Business Day prior to the Closing Date and prior to any closing of the Over- Allotment Option, it shall provide the Company and its transfer agent with a list of all U.S. Purchasers of the Special Warrants, together with their addresses (including state of residence), the number of Special Warrants purchased and the registration and delivery instructions for the Special Warrants. 9. Prior to any sale by the Company of Special Warrants to U.S. Purchasers identified by the Agent, the Agent shall cause each such U.S. Purchaser to execute and deliver to the Company, the Agents and the U.S. Affiliates, duly completed and executed Subscription Agreements from such U.S. Purchasers, including Schedule “D” – Annex 1 or Schedule “D” – Annex 2 thereto (as applicable). 10. All offerees of the Brokered Securities that are, or are acting for the account or benefit of, persons in the United States or U.S. Persons shall be informed that the Brokered Securities have not been and will not be registered under the U.S. Securities Act or any state securities laws and are being offered and sold to such U.S. Purchasers in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Rule 506(b) of Regulation D and similar exemptions under applicable state securities laws. 11. The Agent understands that all Brokered Securities issued to U.S. Purchasers that are Accredited Investors (but not Qualified Institutional Buyers) in the Offering will be issued in definitive physical form and will bear a United States restrictive legend substantially in the form set forth in Schedule “D” – Annex 1 to the Subscription Agreement. 12. None of the Agent, any U.S. Affiliate, their respective affiliates or any person anyone acting on any either of their behalf has engaged or will engage in any violation of Regulation M under the U.S. Exchange Act in connection with this Offering. 13. With respect to Regulation D Securities, none of (ibehalf) the Agent or any U.S. Affiliate, (ii) the Agent’s or the U.S. Affiliate’s general partners or managing members, (iii) any of the Agent’s or the U.S. Affiliate’s directors, executive officers or other officers participating in the offering of the Regulation D Securities, (iv) any of the Agent’s or the U.S. Affiliate’s general partners’ or managing members’ directors, executive officers or other officers participating in the offering of the Regulation D Securities or (v) any other person associated with any of the above persons, that has been or will be paid (directly or indirectly) remuneration for solicitation of Purchasers in connection with sale of Regulation D Securities (each, a “Dealer Covered Person” and, collectively, the “Dealer Covered Persons”), is subject to any Disqualification Event except for a Disqualification Event (i) contemplated by Rule 506(d)(2) of the U.S. Securities Act and (ii) a description of which has been furnished in writing to the Company prior to the date hereof or, in the case of a Disqualification Event occurring after the date hereof, prior to the date of any sale of the Regulation D Securities. It will notify the Company in writing, prior to the Closing Date and any closing of the Over-Allotment Option of (a) any Disqualification Event relating to any Dealer Covered Person not previously disclosed to the Company hereunder, any (b) any event that would, with the passage of time, become a Disqualification Event relating to any Dealer Covered Person. As of the Closing Date and any closing of the Over- Allotment Option, the Agent is not aware of any person (other than any Dealer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of Purchasers in connection with the sale of any Regulation D Securities. It will notify the Company, prior to the Closing Date or any closing of the Over-Allotment Option of any agreement entered into between it and any such person in connection with such sale. No Dealer Covered Person has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of the Non-Brokered Securities in the Non-Brokered Private Placement pursuant to Rule 506(b) of Regulation D under the U.S. Securities Act. 14. None of the Agent, any U.S. Affiliate, their respective affiliates or any person acting on any of their behalf will (i) take an action that would cause the exemption provided by Section 3(a)(9) of the U.S. Securities Act to be unavailable for the exchange of Special Warrants for the Units, the Units Shares and the Warrants, or (ii) receive any commission or other remuneration, directly or indirectly, for soliciting the exchange of Special Warrants for the Units, the Unit Shares and the Warrants. 15. At Closing, the Agent, together with any U.S. Affiliate, will provide a certificate, substantially in the form of Exhibit A to this Schedule “A”, relating to the manner of the offer and sale of the Brokered Securities to, or for the account or benefit of, persons in the United States and U.S. Persons, or will be deemed to have represented that they did not offer or sell Brokered Securities to, or for the account or benefit of, persons in the United States and U.S. Persons. 16. The Agent acknowledges that the Compensation Securities have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States. In connection with the issuance of any Compensation Securities to it, the Agent represents, warrants and covenants that (i) it is acquiring the Compensation Securities as principal for its own account and not for the benefit of any other person; (ii) it is not a U.S. Person and is not acquiring the Compensation Securities in the United States, or on behalf of a U.S. Person or a person located in the United States; and (iii) the Agency Agreement was executed and delivered outside the United States. The Agent acknowledges and agrees that any Agent Warrants, Agent Unit Warrants and CF Fee Warrants may not be exercised in the United States or by or on behalf or for the benefit of a U.S. Person or a person in the United States, unless such exercise is exempt from registration under the U.S. Securities Act and the applicable securities laws of any state of the United States.U.S.

Representations, Warranties and Covenants of the Agents. Each Agent represent represents and warrant warrants to and covenant covenants and agree agrees with the Company as at the date hereof and as at the Closing Date and as at any closing of the Over-Allotment Option, Corporation that: 1. It acknowledges that the Brokered Securities Offered Units have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws and may not be offered or sold except pursuant to an exclusion or exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. It has offered and sold and will offer and sell the Brokered Securities Offered Units only (i) outside the United States in an Offshore Transaction in accordance with Rule 903 of Regulation S, or (ii) to, or for the account or benefit of persons in the United States and U.S. Persons as provided in this Schedule “A”. A. Accordingly, none of neither the Agent, nor the U.S. Affiliate(s), nor any U.S. Affiliateof their affiliates, their respective affiliates or nor any persons acting on any of its or their behalf: (i) have engaged or will engage in any Directed Selling Efforts; or (ii) except as permitted by this Schedule “"A”", have made or will make (x) any offers to sell, or any solicitation of an offer to buy, Brokered Securities sell Offered Units in the United States or to, or for the account or benefit of, U.S. Persons or (y) any sale of Brokered Securities to any Purchaser unless, Offered Units unless at the time the purchaser made its buy order was or is originatedtherefor, the Purchaser was outside Agents, the United States and not a U.S. Person, and not acting for the account Affiliate or benefit of a person in the United States or a U.S. Person, or the Agent, any U.S. Affiliate, their respective affiliates or any other person acting on any of their behalf reasonably believed that such Purchaser purchaser was outside the United States and not a U.S. Person, and not acting for the account or benefit of a person in the United States or a U.S. Person. None of the Agent, any U.S. Affiliate, their respective affiliates or any persons acting on any of their behalf has made or will make any offers or sales of the Non-Brokered Securities in the Non-Brokered Private PlacementStates. 2. It has not entered and will not enter into any contractual arrangement with respect to the offer and sale distribution of the Brokered SecuritiesOffered Units, except with any the U.S. AffiliateAffiliate(s), any Selling Firm Firms, or with the prior written consent of the CompanyCorporation. 3. It shall require any the U.S. Affiliate Affiliate(s) and any Selling Firm Firms to agree, for the benefit of the CompanyCorporation, to comply with, and shall use its best efforts to ensure that any the U.S. Affiliate Affiliate(s) and any Selling Firm complies Firms comply with, the provisions of this Schedule “"A” " as if such provisions applied to such U.S. Affiliate and Selling Firmpersons. 4. Any All offers and sales of the Brokered Securities by it to, or for the account or benefit of, persons in the United States and Offered Units to U.S. Persons for sale Purchasers by the Company Agent or its U.S. Affiliate(s) will be effected by its the U.S. Affiliate (if anyAffiliate(s) in accordance with all applicable U.S. federal and state broker-dealer requirements. Such U.S. Affiliate isAffiliate(s) are, and will be on the date of each such offer by it and or sale by the Company of Brokered Securities to, or for the account or benefit of, a person in the United States or a U.S. PersonOffered Units, duly registered as a broker-dealer pursuant to Section subsection 15(b) of the U.S. Exchange Act and the securities laws of each state in which such offer or sale is made (unless exempted from the respective state’s 's broker-dealer registration requirements) and a member members of and in good standing with the Financial Industry Regulatory Authority, Inc. 5. All offersAny offer, sale or solicitation of offers an offer to buy Brokered Securities Offered Units that have has been made or will be mademade by the Agent or the U.S. Affiliate(s) to U.S. Purchasers, were was or will be made only to (i) to, or for the account or benefit of, persons in the United States or U.S. Persons that Accredited Investors and/or Qualified Institutional Buyers or Accredited Investors pursuant to and in transactions that are exempt accordance with the exemption from the registration requirements of the U.S. Securities Act pursuant to provided by Rule 506(b) of Regulation D and exempt similar exemptions from registration under all applicable state the securities lawslaws of the states of the United States, and (ii) persons outside the United States to non-U.S. Persons in Offshore Transactions that are excluded exempt from registration pursuant to Rule 903 of Regulation S. 6. Immediately It will provide each offeree of Offered Units pursuant to Rule 506(b) of Regulation D a copy of the Final Reg D Private Placement Memorandum. It will provide each purchaser of Offered Units pursuant to Rule 506(b) of Regulation D a copy of the Final Reg D Private Placement Memorandum prior to making offers the time of purchase of any Offered Units. 7. Prior to any sale of Offered Units to, or for the account or benefit of, persons U.S. Persons, it will require each (i) purchaser that is an Accredited Investor to execute and deliver to the Corporation, the Agent and the U.S. Affiliate, Exhibit II to the Reg D Private Placement Memorandum; and (ii) purchaser that is Qualified Institutional Buyer to execute and deliver to the Corporation, the Agent and the U.S. Affiliate, Exhibit I to the Reg D Private Placement Memorandum. Offers and sales of Offered Units in the United States or U.S. Persons, the Agent, any U.S. Affiliate, their respective affiliates or any person acting on any of their behalf had reasonable grounds to believe and did believe that each such offeree was a Qualified Institutional Buyer or an Accredited Investor, as applicable, with respect to which the Agent or its U.S. Affiliate had a pre-existing business relationship; and at the time of completion of each sale to a U.S. Purchaser, the Agent, any U.S. Affiliate, their respective affiliates or any person acting on any of their behalf will have reasonable grounds to believe and will believe, that each such U.S. Purchaser is a Qualified Institutional Buyer or an Accredited Investor, as applicable. 7. Offers and sales of Brokered Securities to, or for the account or benefit of, persons in the United States or U.S. Persons Persons, have not been and shall not be made by any form of General Solicitation or General Advertising or in any manner involving a public offering within the meaning of Section subsection 4(a)(2) of the U.S. Securities Act. 8. At least one Business Day prior to any sale of Offered Units pursuant to the Closing Date and prior to any closing of the Over- Allotment OptionAgency Agreement, it shall provide the Company and its transfer agent Corporation with a list of all U.S. Purchasers of the Special WarrantsPurchasers, together with their addresses (including state of residence), the number of Special Warrants Offered Units purchased and the registration and delivery instructions for the Special WarrantsOffered Units. 9. Prior to any sale by the Company of Special Warrants to All U.S. Purchasers identified by the Agent, the Agent shall cause each such U.S. Purchaser to execute and deliver to the Company, the Agents and the U.S. Affiliates, duly completed and executed Subscription Agreements from such U.S. Purchasers, including Schedule “D” – Annex 1 or Schedule “D” – Annex 2 thereto (as applicable). 10. All offerees of the Brokered Securities that are, or are acting for the account or benefit of, persons in the United States or U.S. Persons Offered Units shall be informed that the Brokered Securities Offered Units have not been and will not be registered under the U.S. Securities Act or any and applicable state securities laws and are being offered and sold to such U.S. Purchasers in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Rule 506(b) of Regulation D and similar exemptions under applicable state securities laws.D. 1110. The Agent understands that all Brokered Securities issued to U.S. Purchasers that are Accredited Investors (but not Qualified Institutional Buyers) in the Offering will be issued in definitive physical form and will bear a United States restrictive legend substantially in the form set forth in Schedule “D” – Annex 1 to the Subscription Agreement. 12. None of the Agent, any U.S. Affiliate, their respective affiliates or Neither it nor any person acting on any of their its behalf has engaged or will engage in any violation of Regulation M under the U.S. Exchange Act in connection with this Offering. 1311. With respect to Regulation D SecuritiesNone of it, none its U.S. Affiliate(s), any of (i) the Agent or any U.S. Affiliate, (ii) the Agent’s or the U.S. Affiliate’s their respective general partners or managing members, (iii) any director or executive officer of any of the Agent’s or foregoing, any other officer of any of the U.S. Affiliate’s directors, executive officers or other officers foregoing participating in the offering of the Offered Units pursuant to Rule 506(b) of Regulation D SecuritiesD, (iv) or any other officer or employee of any of the Agent’s or the U.S. Affiliate’s general partners’ or managing members’ directors, executive officers or other officers participating in the offering of the Regulation D Securities or (v) any other person associated with any of the above persons, foregoing that has been or will be paid (directly or indirectly) remuneration for solicitation of Purchasers in connection with sale purchasers of Regulation D Securities (each, a “Dealer Covered Person” and, collectively, the “Dealer Covered Persons”), is subject to any Disqualification Event except for a Disqualification Event (i) contemplated by Rule 506(d)(2) of the U.S. Securities Act and (ii) a description of which has been furnished in writing to the Company prior to the date hereof or, in the case of a Disqualification Event occurring after the date hereof, prior to the date of any sale of the Regulation D Securities. It will notify the Company in writing, prior to the Closing Date and any closing of the Over-Allotment Option of (a) any Disqualification Event relating to any Dealer Covered Person not previously disclosed to the Company hereunder, any (b) any event that would, with the passage of time, become a Disqualification Event relating to any Dealer Covered Person. As of the Closing Date and any closing of the Over- Allotment Option, the Agent is not aware of any person (other than any Dealer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of Purchasers in connection with the sale of any Regulation D Securities. It will notify the Company, prior to the Closing Date or any closing of the Over-Allotment Option of any agreement entered into between it and any such person in connection with such sale. No Dealer Covered Person has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of the Non-Brokered Securities in the Non-Brokered Private Placement Offered Units pursuant to Rule 506(b) of Regulation D under (each, a "Dealer Covered Person", and together with the U.S. Securities Act. 14. None of Dealer Covered Persons associated with the Agent, any U.S. Affiliate, their respective affiliates or any person acting on any of their behalf will (i) take an action that would cause the exemption provided by Section 3(a)(9) of the U.S. Securities Act to be unavailable for the exchange of Special Warrants for the Unitsother Agents, the Units Shares and the Warrants"Dealer Covered Persons") is subject to any Disqualification Event. Neither it nor its U.S. Affiliate(s) has paid or will pay, nor is it aware of any other person that has paid or (ii) receive any commission or other remunerationwill pay, directly or indirectly, any remuneration to any person (other than the Dealer Covered Persons) for soliciting the exchange solicitation of Special Warrants for the Units, the Unit Shares and the Warrants.purchasers of Offered Units pursuant to Rule 506(b) of Regulation D. 1512. At Closing, the Agent, together with any the U.S. Affiliate, will provide a certificate, substantially in the form of Exhibit A to this Schedule “"A”", relating to the manner of the offer and sale of the Brokered Securities to, or for the account or benefit of, persons in the United States and Common Shares to U.S. PersonsPurchasers, or will be deemed to have represented that they did not offer or sell Brokered Securities to, or for the account or benefit of, persons in the United States and U.S. Persons. 16. The Agent acknowledges that the Compensation Securities have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States. In connection with the issuance of any Compensation Securities Offered Units to it, the Agent represents, warrants and covenants that (i) it is acquiring the Compensation Securities as principal for its own account and not for the benefit of any other person; (ii) it is not a U.S. Person and is not acquiring the Compensation Securities in the United States, or on behalf of a U.S. Person or a person located in the United States; and (iii) the Agency Agreement was executed and delivered outside the United States. The Agent acknowledges and agrees that any Agent Warrants, Agent Unit Warrants and CF Fee Warrants may not be exercised in the United States or by or on behalf or for the benefit of a U.S. Person or a person in the United States, unless such exercise is exempt from registration under the U.S. Securities Act and the applicable securities laws of any state of the United States.U.S.

Representations, Warranties and Covenants of the Agents. Each Agent represent represents and warrant warrants to and covenant covenants and agree agrees with the Company as at the date hereof and as at the Closing Date and as at any closing of the Over-Allotment Option, that: 1. It acknowledges that the Brokered Securities Offered Shares have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws and may not be offered or sold except pursuant to an exclusion or exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. It has offered and sold and will offer and sell the Brokered Securities Offered Shares only (i) outside the United States in an Offshore Transaction in accordance with Rule 903 of Regulation S, or (ii) to, or for the account or benefit of persons in the United States and U.S. Persons as provided in this Schedule “A”. A. Accordingly, none of neither the Agent, nor the U.S. Affiliate(s), nor any U.S. Affiliateof their affiliates, their respective affiliates or nor any persons acting on any of its or their behalf: (i) have engaged or will engage in any Directed Selling Efforts; or (ii) except as permitted by this Schedule “A”, have made or will make (x) any offers to sell, or any solicitation of an offer to buy, Brokered Securities sell Offered Shares in the United States or to, or for the account or benefit of, U.S. Persons or (y) any sale of Brokered Securities to any Purchaser unless, Offered Shares unless at the time the purchaser made its buy order was or is originatedtherefor, the Purchaser was outside Agents, the United States and not a U.S. Person, and not acting for the account Affiliate or benefit of a person in the United States or a U.S. Person, or the Agent, any U.S. Affiliate, their respective affiliates or any other person acting on any of their behalf reasonably believed that such Purchaser purchaser was outside the United States and not a U.S. Person, and not acting for the account or benefit of a person in the United States or a U.S. Person. None of the Agent, any U.S. Affiliate, their respective affiliates or any persons acting on any of their behalf has made or will make any offers or sales of the Non-Brokered Securities in the Non-Brokered Private PlacementStates. 2. It has not entered and will not enter into any contractual arrangement with respect to the offer and sale distribution of the Brokered SecuritiesOffered Shares, except with any the U.S. AffiliateAffiliate(s), any Selling Firm Firms, or with the prior written consent of the Company. 3. It shall require any the U.S. Affiliate Affiliate(s) and any Selling Firm Firms to agree, for the benefit of the Company, to comply with, and shall use its best efforts to ensure that any the U.S. Affiliate Affiliate(s) and any Selling Firm complies Firms comply with, the provisions of this Schedule “A” A as if such provisions applied to such U.S. Affiliate and Selling Firmpersons. 4. Any All offers and sales of the Brokered Securities by it to, or for the account or benefit of, persons in the United States and Offered Shares U.S. Persons for sale Purchasers by the Company Agent or its U.S. Affiliate(s) will be effected by its the U.S. Affiliate (if anyAffiliate(s) in accordance with all applicable U.S. federal and state broker-dealer requirements. Such U.S. Affiliate isAffiliate(s) are, and will be on the date of each such offer by it and or sale by the Company of Brokered Securities to, or for the account or benefit of, a person in the United States or a U.S. PersonOffered Shares, duly registered as a broker-dealer pursuant to Section 15(b) of the U.S. Exchange Act and the securities laws of each state in which such offer or sale is made (unless exempted from the respective state’s broker-'s broker- dealer registration requirements) and a member members of and in good standing with the Financial Industry Regulatory Authority, Inc. 5. All offersAny offer, sale or solicitation of offers an offer to buy Brokered Securities Offered Shares that have has been made or will be mademade by the Agent or the U.S. Affiliate(s) to U.S. Purchasers, were was or will be made only to (i) to, or for the account or benefit of, persons in the United States or U.S. Persons that Accredited Investors and/or Qualified Institutional Buyers or Accredited Investors pursuant to and in transactions that are exempt accordance with the exemption from the registration requirements of the U.S. Securities Act pursuant to provided by Rule 506(b) of Regulation D and exempt similar exemptions from registration under all applicable state the securities lawslaws of the states of the United States, and (ii) persons outside the United States to non-U.S. Persons in Offshore Transactions that are excluded exempt from registration pursuant to Rule 903 of Regulation S. 6. Immediately It will provide each offeree of Offered Shares pursuant to Rule 506(b) of Regulation D a copy of the U.S. Placement Memorandum. It will provide each purchaser of Offered Shares pursuant to Rule 506(b) of Regulation D the U.S. Placement Memorandum prior to making offers the time of purchase of any Offered Shares. 7. Prior to any sale of Offered Shares to, or for the account or benefit of, persons U.S. Persons, it will require each (i) purchaser that is an Accredited Investor to execute and deliver to the Company, the Agent and the U.S. Affiliate, Exhibit II to the U.S. Placement Memorandum; and (ii) purchaser that is Qualified Institutional Buyer to execute and deliver to the Company, the Agent and the U.S. Affiliate, Exhibit I to the U.S. Placement Memorandum.Offers and sales of Offered Shares in the United States or U.S. Persons, the Agent, any U.S. Affiliate, their respective affiliates or any person acting on any of their behalf had reasonable grounds to believe and did believe that each such offeree was a Qualified Institutional Buyer or an Accredited Investor, as applicable, with respect to which the Agent or its U.S. Affiliate had a pre-existing business relationship; and at the time of completion of each sale to a U.S. Purchaser, the Agent, any U.S. Affiliate, their respective affiliates or any person acting on any of their behalf will have reasonable grounds to believe and will believe, that each such U.S. Purchaser is a Qualified Institutional Buyer or an Accredited Investor, as applicable. 7. Offers and sales of Brokered Securities to, or for the account or benefit of, persons in the United States or U.S. Persons Persons, have not been and shall not be made by any form of General Solicitation or General Advertising or in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act. 8. At least one Business Day prior to any sale of Offered Shares pursuant to the Closing Date and prior to any closing of the Over- Allotment OptionAgency Agreement, it shall provide the Company and its transfer agent with a list of all U.S. Purchasers of the Special WarrantsPurchasers, together with their addresses (including state of residence), the number of Special Warrants Offered Shares purchased and the registration and delivery instructions for the Special WarrantsOffered Shares. 9. Prior to any sale by the Company of Special Warrants to All U.S. Purchasers identified by the Agent, the Agent shall cause each such U.S. Purchaser to execute and deliver to the Company, the Agents and the U.S. Affiliates, duly completed and executed Subscription Agreements from such U.S. Purchasers, including Schedule “D” – Annex 1 or Schedule “D” – Annex 2 thereto (as applicable). 10. All offerees of the Brokered Securities that are, or are acting for the account or benefit of, persons in the United States or U.S. Persons Offered Shares shall be informed that the Brokered Securities Offered Shares have not been and will not be registered under the U.S. Securities Act or any and applicable state securities laws and are being offered and sold to such U.S. Purchasers in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Rule 506(b) of Regulation D and similar exemptions under applicable state securities laws.D. 1110. The Agent understands that all Brokered Securities issued to U.S. Purchasers that are Accredited Investors (but not Qualified Institutional Buyers) in the Offering will be issued in definitive physical form and will bear a United States restrictive legend substantially in the form set forth in Schedule “D” – Annex 1 to the Subscription Agreement. 12. None of the Agent, any U.S. Affiliate, their respective affiliates or Neither it nor any person acting on any of their its behalf has engaged or will engage in any violation of Regulation M under the U.S. Exchange Act in connection with this Offering. 1311. With respect to Regulation D SecuritiesNone of it, none its U.S. Affiliate(s), any of (i) the Agent or any U.S. Affiliate, (ii) the Agent’s or the U.S. Affiliate’s their respective general partners or managing members, (iii) any director or executive officer of any of the Agent’s or foregoing, any other officer of any of the U.S. Affiliate’s directors, executive officers or other officers foregoing participating in the offering of the Offered Shares pursuant to Rule 506(b) of Regulation D SecuritiesD, (iv) or any other officer or employee of any of the Agent’s or the U.S. Affiliate’s general partners’ or managing members’ directors, executive officers or other officers participating in the offering of the Regulation D Securities or (v) any other person associated with any of the above persons, foregoing that has been or will be paid (directly or indirectly) remuneration for solicitation of Purchasers in connection with sale purchasers of Regulation D Securities (each, a “Dealer Covered Person” and, collectively, the “Dealer Covered Persons”), is subject to any Disqualification Event except for a Disqualification Event (i) contemplated by Rule 506(d)(2) of the U.S. Securities Act and (ii) a description of which has been furnished in writing to the Company prior to the date hereof or, in the case of a Disqualification Event occurring after the date hereof, prior to the date of any sale of the Regulation D Securities. It will notify the Company in writing, prior to the Closing Date and any closing of the Over-Allotment Option of (a) any Disqualification Event relating to any Dealer Covered Person not previously disclosed to the Company hereunder, any (b) any event that would, with the passage of time, become a Disqualification Event relating to any Dealer Covered Person. As of the Closing Date and any closing of the Over- Allotment Option, the Agent is not aware of any person (other than any Dealer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of Purchasers in connection with the sale of any Regulation D Securities. It will notify the Company, prior to the Closing Date or any closing of the Over-Allotment Option of any agreement entered into between it and any such person in connection with such sale. No Dealer Covered Person has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of the Non-Brokered Securities in the Non-Brokered Private Placement Offered Shares pursuant to Rule 506(b) of Regulation D under (each, a "Dealer Covered Person", and together with the U.S. Securities Act. 14. None of Dealer Covered Persons associated with the Agent, any U.S. Affiliate, their respective affiliates or any person acting on any of their behalf will (i) take an action that would cause the exemption provided by Section 3(a)(9) of the U.S. Securities Act to be unavailable for the exchange of Special Warrants for the Unitsother Agents, the Units Shares and the Warrants"Dealer Covered Persons") is subject to any Disqualification Event. Neither it nor its U.S. Affiliate(s) has paid or will pay, nor is it aware of any other person that has paid or (ii) receive any commission or other remunerationwill pay, directly or indirectly, any remuneration to any person (other than the Dealer Covered Persons) for soliciting the exchange solicitation of Special Warrants for the Units, the Unit purchasers of Offered Shares and the Warrants.pursuant to Rule 506(b) of Regulation D. 1512. At Closing, the Agent, together with any the U.S. Affiliate, will provide a certificate, substantially in the form of Exhibit A to this Schedule “A”, relating to the manner of the offer and sale of the Brokered Securities to, or for the account or benefit of, persons in the United States and Common Shares to U.S. PersonsPurchasers, or will be deemed to have represented that they did not offer or sell Brokered Securities to, or for the account or benefit of, persons in the United States and U.S. Persons. 16. The Agent acknowledges that the Compensation Securities have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States. In connection with the issuance of any Compensation Securities Offered Shares to it, the Agent represents, warrants and covenants that (i) it is acquiring the Compensation Securities as principal for its own account and not for the benefit of any other person; (ii) it is not a U.S. Person and is not acquiring the Compensation Securities in the United States, or on behalf of a U.S. Person or a person located in the United States; and (iii) the Agency Agreement was executed and delivered outside the United States. The Agent acknowledges and agrees that any Agent Warrants, Agent Unit Warrants and CF Fee Warrants may not be exercised in the United States or by or on behalf or for the benefit of a U.S. Person or a person in the United States, unless such exercise is exempt from registration under the U.S. Securities Act and the applicable securities laws of any state of the United States.U.S.

Representations, Warranties and Covenants of the Agents. Each Agent represent (on its own behalf and warrant on behalf of its U.S. Affiliate, if applicable) severally (and not jointly or jointly and severally) represents, warrants, covenants and agrees to and covenant and agree with the Company as at the date hereof and as at the Closing Date and as at any closing of the Over-Allotment Option, that: 1. It (a) it acknowledges that the Brokered Securities have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws and may not be offered or sold except pursuant to an exclusion or exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. It has offered and sold and will offer and sell the Brokered Securities only (i) in an Offshore Transaction in accordance with Rule 903 of Regulation S, or (ii) to, or for the account or benefit of of, U.S. Persons or persons in the United States except pursuant to the exemption from the registration requirements of the 1933 Act afforded by Section 4(a)(2) thereof, or outside the United States in an Offshore Transaction in compliance with Regulation S. It has not offered or sold, and U.S. Persons will not offer or sell, any of the Securities constituting part of its allotment except in the United States to persons reasonably believed by it to be Qualified Institutional Buyers or Institutional Accredited Investors in transactions exempt from the registration requirements of the 1933 Act pursuant to Section 4(a)(2) thereof; or (ii) outside the United States in an Offshore Transaction in compliance with Regulation S, as provided in this Schedule “A”Sections 4(b) through 4(n) below. AccordinglyNeither it nor its affiliates, none of the Agent, any U.S. Affiliate, their respective affiliates or nor any persons acting on any of its or their behalf: (i) behalf have engaged or will engage in any Directed Selling Efforts; or (ii) except as permitted by this Schedule “A”, have made or will make (x) any offers to sell, or any solicitation of an offer to buy, Brokered Securities Efforts in the United States or with respect to the Securities; (yb) any sale of Brokered Securities to any Purchaser unless, at the time the buy order was or is originated, the Purchaser was outside the United States and not a U.S. Person, and not acting for the account or benefit of a person in the United States or a U.S. Person, or the Agent, any U.S. Affiliate, their respective affiliates or any person acting on any of their behalf reasonably believed that such Purchaser was outside the United States and not a U.S. Person, and not acting for the account or benefit of a person in the United States or a U.S. Person. None of the Agent, any U.S. Affiliate, their respective affiliates or any persons acting on any of their behalf has made or will make any offers or sales of the Non-Brokered Securities in the Non-Brokered Private Placement. 2. It it has not entered and will not enter into any contractual arrangement with respect to the offer and sale distribution of the Brokered Securities, except with any its U.S. Affiliate, any Selling Firm Firms or with the prior written consent of the Company. 3. It shall require any each of its U.S. Affiliate Affiliates and any the Selling Firm Firms to agree, agree for the benefit of the Company, Company to comply with, with and shall use its best efforts to ensure that any each of its U.S. Affiliate Affiliates and any the Selling Firm Firms complies with, with the same provisions of this Schedule “A” B as if such provisions applied apply to such U.S. Affiliate Agent; (c) all offers to sell and Selling Firm. 4. Any solicitations of offers to buy and any sales of the Brokered any Securities by it to, or for the account or benefit of, persons in the United States and U.S. Persons for sale by the Company will shall be effected by made through its U.S. Affiliate (if any) in accordance compliance with all applicable U.S. United States state and federal and state broker-dealer requirements. Such U.S. Affiliate is, and will be on the date of each offer by it and sale by the Company of Brokered Securities to, or for the account or benefit of, is a person in the United States or a U.S. Person, duly registered as a broker-dealer pursuant to with the SEC under Section 15(b) of the U.S. Exchange 1934 Act and the applicable state securities laws and a member in good standing of each state in which such FINRA on the date hereof and at the date of any offer or sale is made of the Securities in the United States; (unless exempted from the respective state’s broker-dealer registration requirementsd) and a member of and in good standing with the Financial Industry Regulatory Authorityit will not, Inc. 5. All offerseither directly or through its U.S. Affiliate, solicit offers for, or solicitation of offers offer to buy Brokered sell, the Securities that have been made or will be made, were or will be made only (i) to, or for the account or benefit of, persons in the United States or U.S. Persons that Accredited Investors and/or Qualified Institutional Buyers in transactions that are exempt from the registration requirements by means of the U.S. Securities Act pursuant to Rule 506(b) of Regulation D and exempt from registration under all applicable state securities laws, and (ii) outside the United States to non-U.S. Persons in Offshore Transactions that are excluded from registration pursuant to Rule 903 of Regulation S. 6. Immediately prior to making offers to, or for the account or benefit of, persons in the United States or U.S. Persons, the Agent, any U.S. Affiliate, their respective affiliates or any person acting on any of their behalf had reasonable grounds to believe and did believe that each such offeree was a Qualified Institutional Buyer or an Accredited Investor, as applicable, with respect to which the Agent or its U.S. Affiliate had a pre-existing business relationship; and at the time of completion of each sale to a U.S. Purchaser, the Agent, any U.S. Affiliate, their respective affiliates or any person acting on any of their behalf will have reasonable grounds to believe and will believe, that each such U.S. Purchaser is a Qualified Institutional Buyer or an Accredited Investor, as applicable. 7. Offers and sales of Brokered Securities to, or for the account or benefit of, persons in the United States or U.S. Persons have not been and shall not be made by any form of General Solicitation or General Advertising or engage in any manner conduct involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act. 8. At least one Business Day prior to the Closing Date and prior to any closing 1933 Act in connection with its offers or sales of the Over- Allotment Option, it shall provide the Company and its transfer agent with a list of all U.S. Purchasers of the Special Warrants, together with their addresses (including state of residence), the number of Special Warrants purchased and the registration and delivery instructions for the Special Warrants. 9. Prior to any sale by the Company of Special Warrants to U.S. Purchasers identified by the Agent, the Agent shall cause each such U.S. Purchaser to execute and deliver to the Company, the Agents and the U.S. Affiliates, duly completed and executed Subscription Agreements from such U.S. Purchasers, including Schedule “D” – Annex 1 or Schedule “D” – Annex 2 thereto (as applicable). 10. All offerees of the Brokered Securities that are, or are acting for the account or benefit of, persons in the United States or States; (e) it will inform, and cause its U.S. Persons shall be informed Affiliate to inform, all purchasers of the Securities in the United States, that the Brokered Securities have not been and will not be registered under the U.S. Securities 1933 Act or any applicable state securities laws and are being offered and sold to such U.S. Purchasers them without registration under the 1933 Act in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Rule 506(bSection 4(a)(2) of Regulation D thereof, and similar exemptions in each case under applicable state securities laws.laws in reliance on similar exemptions thereunder; 11. The Agent understands (f) immediately prior to soliciting offerees purchasing Securities it had a pre-existing relationship with and reasonable grounds to believe and did believe that all Brokered Securities issued to U.S. Purchasers that are Accredited Investors (but not each offeree was a Qualified Institutional BuyersBuyer or an Institutional Accredited Investor and, at the time of completion of each sale of Securities it will have reasonable grounds to believe and will believe that such purchaser is a Qualified Institutional Buyer or an Institutional Accredited Investor; (g) on the Closing Date, each Agent (together with its U.S. Affiliate) that participated in the Offering will be issued in definitive physical form and will bear a United States restrictive legend substantially in the form set forth in Schedule “D” – Annex 1 to the Subscription Agreement. 12. None of the Agent, any U.S. Affiliate, their respective affiliates offer or any person acting on any of their behalf has engaged or will engage in any violation of Regulation M under the U.S. Exchange Act in connection with this Offering. 13. With respect to Regulation D Securities, none of (i) the Agent or any U.S. Affiliate, (ii) the Agent’s or the U.S. Affiliate’s general partners or managing members, (iii) any of the Agent’s or the U.S. Affiliate’s directors, executive officers or other officers participating in the offering of the Regulation D Securities, (iv) any of the Agent’s or the U.S. Affiliate’s general partners’ or managing members’ directors, executive officers or other officers participating in the offering of the Regulation D Securities or (v) any other person associated with any of the above persons, that has been or will be paid (directly or indirectly) remuneration for solicitation of Purchasers in connection with sale of Regulation D Securities (each, a “Dealer Covered Person” and, collectively, the “Dealer Covered Persons”), is subject to any Disqualification Event except for a Disqualification Event (i) contemplated by Rule 506(d)(2) of the U.S. Securities Act and (ii) a description of which has been furnished in writing to the Company prior to the date hereof or, in the case of a Disqualification Event occurring after the date hereof, prior to the date of any sale of the Regulation D Securities. It will notify the Company in writing, prior to the Closing Date and any closing of the Over-Allotment Option of (a) any Disqualification Event relating to any Dealer Covered Person not previously disclosed to the Company hereunder, any (b) any event that would, with the passage of time, become a Disqualification Event relating to any Dealer Covered Person. As of the Closing Date and any closing of the Over- Allotment Option, the Agent is not aware of any person (other than any Dealer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of Purchasers in connection with the sale of any Regulation D Securities. It will notify the Company, prior to the Closing Date or any closing of the Over-Allotment Option of any agreement entered into between it and any such person in connection with such sale. No Dealer Covered Person has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of the Non-Brokered Offered Securities in the Non-Brokered Private Placement pursuant to Rule 506(b) of Regulation D under the U.S. Securities Act. 14. None of the Agent, any U.S. Affiliate, their respective affiliates or any person acting on any of their behalf will (i) take an action that would cause the exemption provided by Section 3(a)(9) of the U.S. Securities Act to be unavailable for the exchange of Special Warrants for the Units, the Units Shares and the Warrants, or (ii) receive any commission or other remuneration, directly or indirectly, for soliciting the exchange of Special Warrants for the Units, the Unit Shares and the Warrants. 15. At Closing, the Agent, together with any U.S. Affiliate, United States will provide the Company with a certificate, substantially in the form of Exhibit A Appendix I to this Schedule “A”B, relating to the manner of the offer and sale of the Brokered Offered Securities in the United States, or will be deemed to have represented and warranted for the benefit of the Company that neither it nor its U.S. Affiliate offered or sold any Offered Securities in the United States; (h) on the Over-Allotment Option Closing Date, each Agent (together with its U.S. Affiliate) that participated in the offer or sale of Over-Allotment Units in the United States will provide the Company with a certificate, substantially in the form of Appendix I to this Schedule B, relating to the manner of the offer and sale of the Over-Allotment Units in the United States, or will be deemed to have represented and warranted for the benefit of the Company that neither it nor its U.S. Affiliate offered or sold any Over-Allotment Units in the United States; (i) neither it, its affiliates or any person acting on its or their behalf (other than the Company, its affiliates and any person acting on their behalf, as to which no representation is made) has taken or will take, directly or indirectly, any action in violation of Regulation M under the 1934 Act in connection with the offer and sale of the Securities; (j) each offeree of Securities in the United States has been or shall be provided with a copy of the U.S. Offering Documents, as applicable, and no other written material has been or shall be used in connection with the offer or sale of the Securities in the United States, other than the marketing materials and any Marketing Materials Amendment; (k) it will provide the Company, at least one Business Day prior to the Closing Date, with a list of all purchasers of the Offered Securities in the United States; (l) it will provide the Company, at least one Business Day prior to any Over-Allotment Option Closing Date, with a list of all purchasers of the Over-Allotment Units in the United States; (m) prior to any sale of Securities in the United States to Qualified Institutional Buyers, each such purchaser will be required to execute and deliver a U.S. QIB Purchaser's Letter; and (n) prior to any sale of Securities in the United States to Institutional Accredited Investors, each such purchaser will be required to execute and deliver a U.S. IAI Purchaser's Letter. In connection with the offer and sale of Securities of Phivida Holdings Inc. (the "Company") in the United States pursuant to the Agency Agreement dated November , 2017 among the Company and the Agents (the "Agency Agreement"), [name of Agent] (the "Agent") and [name of U.S. affiliate of Agent], in its capacity as placement agent in the United States for the Agent (the "U.S. Affiliate"), each hereby certifies that: (a) all offers to sell and solicitations of offers to buy and any sales of any Securities in the United States or to, or for the account or benefit of, persons U.S. Persons were made through the U.S. Affiliate in compliance with all applicable United States state and federal broker-dealer requirements. The U.S. Affiliate is a duly registered broker-dealer with the SEC under Section 15(b) of the 1934 Act and applicable state securities laws and a member in good standing of FINRA on the date hereof and at the date of any offer or sale of the Securities in the United States and U.S. Persons, or will be deemed to have represented that they did not offer or sell Brokered Securities to, or for the account or benefit of, persons U.S. Persons; (b) all offers and sales of the Securities in the United States or to, or for the account or benefit of, U.S. Persons have been conducted by us in accordance with the terms of the Agency Agreement; (c) each offeree of Securities in the United States or each offeree of Securities that is, or is purchasing for the account or benefit of, a U.S. Person has been provided with a copy of the U.S. Offering Documents and any Offering Memorandum Amendment, as applicable, and no other written material has been used in connection with the offer or sale of the Securities in the United States or to, or for the account or benefit of, U.S. Persons., other than the marketing materials and any Marketing Materials Amendment; 16. The Agent acknowledges (d) immediately prior to soliciting offerees purchasing Securities it had a pre-existing relationship with and reasonable grounds to believe and did believe that each offeree was a Qualified Institutional Buyer or an Institutional Accredited Investor and, on the date hereof, it continues to believe and has reasonable grounds to believe that each purchaser is a Qualified Institutional Buyer or an Institutional Accredited Investor; (e) no form of General Solicitation or General Advertising or Directed Selling Efforts were used by us in connection with the offer or sale of the Securities in the United States or to, or for the account or benefit of, U.S. Persons; (f) all purchasers of the Securities in the United States or who are, or are purchasing for the account or benefit of, U.S. Persons or who were offered the Securities in the United States have been informed that the Compensation Securities have not been and will not be registered under the U.S. Securities 1933 Act or and are being offered and sold to such purchasers without registration in reliance on exemptions from the securities laws of any state registration requirements of the United States. In 1933 Act; (g) neither we nor our affiliates or any person acting on our or their behalf (other than the Company, its affiliates and any person acting on their behalf, as to which no certification is made) have taken or will take, directly or indirectly, any action in relation of Regulation M under the 1934 Act in connection with the issuance offer and sale of any Compensation the Securities to it, the Agent represents, warrants and covenants that (i) it is acquiring the Compensation Securities as principal for its own account and not for the benefit of any other person; (ii) it is not a U.S. Person and is not acquiring the Compensation Securities in the United States, or on behalf of a U.S. Person or a person located in the United States; and (iii) the Agency Agreement was executed and delivered outside the United States. The Agent acknowledges and agrees that any Agent Warrants, Agent Unit Warrants and CF Fee Warrants may not be exercised in the United States or by or on behalf to, or for the account or benefit of a of, U.S. Person or a person in the United States, unless such exercise is exempt from registration under the U.S. Securities Act Persons; and (h) all offers and the applicable securities laws of any state sales of the United StatesSecurities have been conducted by us in accordance with the terms of the Agency Agreement, including Schedule B thereto.

Representations, Warranties and Covenants of the Agents. Each Agent represent (on behalf of itself and warrant to and covenant and agree with the Company as at the date hereof and as at the Closing Date and as at any closing of the Over-Allotment Option, that: 1. It its U.S. Affiliate) acknowledges that the Brokered Securities Units have not been and will not be registered under the U.S. Securities Act or any U.S. state the securities laws of any state of the United States, and the Units may not be offered or sold in the United States except pursuant to an exclusion or the Units may be offered and sold in the United States in accordance with the exemption from the registration requirements of the U.S. Securities Act provided by Rule 506(b) of Regulation D and similar exemptions under applicable U.S. state securities laws. Accordingly, each Agent (on behalf of itself and its U.S. Affiliate) represents, warrants and covenants to the Corporation, on the date hereof and on the Closing Date, that: 1. It has offered and sold and will offer and sell the Brokered Securities only (i) Units outside the United States in an Offshore Transaction Transactions in accordance with Rule 903 of Regulation S, or (ii) to, or for and it has offered and sold and will offer and sell the account or benefit of persons Units in the United States and U.S. Persons States, all as provided in this Schedule “A”. A. Accordingly, none of the Agent, any its affiliates (including its U.S. Affiliate, their respective affiliates ) or any persons acting on any of their behalf: behalf (except as permitted by this Schedule A): (i) have engaged or will engage in any Directed Selling Efforts; or (ii) except as permitted by this Schedule “A”, have made or will make (x) any offers to sell, sell or any solicitation solicitations of an offer offers to buy, Brokered Securities buy Units in the United States States, or (y) any sale of Brokered Securities to any Purchaser unless, Units unless at the time the Purchaser made its buy order was or is originatedtherefor, the Purchaser was outside the United States and not a U.S. Person, and not acting for the account or benefit of a person in the United States or a U.S. Person, or the Agent, any its affiliates (including its U.S. Affiliate), their respective affiliates or and any person acting on any of their behalf reasonably believed that such Purchaser person was outside the United States and States. All offers of Units for sale by the Corporation have been made in Offshore Transactions in compliance with Rule 903 of Regulation S. The Agent has not a U.S. Personmade any offers of Units, and not acting for the account directly or benefit of a person indirectly, in the United States or a U.S. Person. None States, and the Agent has not facilitated and will not resales of the Agent, any U.S. Affiliate, their respective affiliates or any persons acting on any of their behalf has made or will make any offers or sales Units into the United States (other than as contemplated by Section 2 of the Non-Brokered Securities in the Non-Brokered Private PlacementAgency Agreement). 2. It has not entered and will not enter into any contractual arrangement with respect to the offer and sale of the Brokered SecuritiesUnits, except with any its U.S. Affiliate, any Selling Firm selling group member or with the prior written consent of the Company. 3Corporation. It The Agent shall require any its U.S. Affiliate and any Selling Firm selling group member to agree, agree for the benefit of the CompanyCorporation, to comply with, and shall use cause its best efforts to ensure that any U.S. Affiliate and any Selling Firm complies with, selling group member to comply with the same provisions of the Agency Agreement and this Schedule “A” A as apply to the Agent as if such its provisions applied to such U.S. Affiliate and Selling Firmsuch selling group member. 43. Any All offers and sales of the Brokered Securities by it to, or for the account or benefit of, persons Units in the United States and U.S. Persons for sale by the Company will be effected by its the U.S. Affiliate (if any) in accordance with all applicable U.S. federal and state broker-dealer requirements. Such U.S. Affiliate isis on the date hereof, and will be on the date of each offer by it and or sale by the Company of Brokered Securities to, or for the account or benefit of, a person Units in the United States or a U.S. PersonStates, duly registered as a broker-dealer pursuant to Section 15(b) of the U.S. Exchange Act and the securities laws of each state in which such offer or sale is made (unless exempted from the respective state’s broker-dealer registration requirements) and a member of and in good standing with the Financial Industry Regulatory Authority, Inc. 54. All Any offers, or solicitation solicitations of offers to buy Brokered Securities Units that have been made or will be mademade in the United States, were was or will be made only (i) to, or for the account or benefit of, persons in the United States or U.S. Persons that Accredited Investors and/or to Qualified Institutional Buyers and/or U.S. Accredited Investors in transactions that are exempt from the registration requirements of the U.S. Securities Act pursuant to Rule 506(b) of Regulation D and exempt from registration under all applicable U.S. state securities laws, and (ii) any offers, or solicitations of offers to buy Units that have been made or will be made outside the United States to non-U.S. Persons States, was or will be made only in Offshore Transactions that are excluded exempt from the registration requirements of the U.S. Securities Act available pursuant to Rule 903 of Regulation S. 65. Immediately prior to making offers to, or for the account or benefit of, persons in the United States or U.S. PersonsStates, the Agent, any its affiliates (including its U.S. Affiliate), their respective affiliates or and any person acting on any of their behalf had reasonable grounds to believe and did believe that each such offeree was a Qualified Institutional Buyer or an a U.S. Accredited Investor, as applicable, with respect to which the Agent or its affiliates (including its U.S. Affiliate Affiliate) had a pre-pre- existing business relationship; and at the time of completion of each sale to a U.S. Purchaser, the Agent, any its affiliates (including its U.S. Affiliate), their respective affiliates or and any person acting on any of their behalf will have reasonable grounds to believe and will believe, that each such U.S. Purchaser is a Qualified Institutional Buyer or an a U.S. Accredited Investor, as applicable. 76. Offers The Agent and sales its affiliates (including its U.S. Affiliate) have not, either directly or through a person acting on any of Brokered Securities totheir behalf, or for solicited and will not solicit offers for, and have not offered to sell and will not solicit any offers to sell, any of the account or benefit of, persons Units in the United States or U.S. Persons have not been and shall not be made by any form of General Solicitation or General Advertising or in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act. 87. At least one Business Day prior to the Closing Date and prior to any closing of the Over- Allotment OptionDate, it shall provide the Company Corporation and its transfer agent with a list of all U.S. Purchasers of the Special WarrantsUnits, together with their addresses (including state of residence), the number of Special Warrants Units purchased and the registration and delivery instructions for the Special WarrantsUnits. 98. Prior to any sale by the Company of Special Warrants Units to U.S. Purchasers identified by the AgentPurchasers, the Agent it shall cause each such U.S. Purchaser to execute and deliver to the CompanyCorporation, the Agents Agent and its U.S. Affiliate, an executed Subscription Agreement, including the U.S. Affiliates, duly completed and executed Subscription Agreements from such U.S. Purchasers, including Schedule “D” – Accredited Investor Certificate attached thereto as Annex 1 to Schedule B or Schedule “D” – the Qualified Institutional Buyer Certificate attached thereto as Annex 2 thereto (to Schedule B, as applicable). 109. All offerees of the Brokered Securities that are, or are acting for the account or benefit of, persons Units in the United States or U.S. Persons shall be informed that the Brokered Securities Units have not been and will not be registered under the U.S. Securities Act or any and applicable U.S. state securities laws and are being offered and sold to such U.S. Purchasers persons in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Rule 506(b) of Regulation D and similar exemptions under applicable U.S. state securities laws. 1110. The Agent understands that all Brokered Securities issued Units sold to U.S. Purchasers in the Offering that are Accredited Investors (but not Qualified Institutional Buyers) in the Offering Buyers will be issued in definitive physical form or as DRS statements and will bear a United States restrictive legend substantially in the form set forth in Schedule “D” – Annex 1 B to the Subscription Agreement. 1211. None of the Agentit, any of its affiliates (including, its U.S. Affiliate, their respective affiliates ) or any person acting on any of their behalf has engaged taken or will engage take, directly or indirectly, any action in any violation of Regulation M under the U.S. Exchange Act in connection with this Offeringthe offer and sale of the Units. 1312. With respect to the Units to be offered and sold hereunder in reliance on Rule 506(b) of Regulation D SecuritiesD, none of (i) the Agent or any its U.S. Affiliate, (ii) the Agent’s or the its U.S. Affiliate’s general partners or managing members, (iii) any of the Agent’s or the U.S. Affiliate’s directors, executive officers or other officers participating in the offering Offering of the Regulation D SecuritiesUnits, (iv) any of the Agent’s or the U.S. Affiliate’s general partners’ or managing members’ directors, executive officers or other officers participating in the offering Offering of the Regulation D Securities Units or (v) any other person associated with any of the above persons, including any selling group member and any such persons related to such selling group member, that has been or will be paid (directly or indirectly) remuneration for solicitation of Purchasers in connection with the sale of Regulation D Securities the Units (each, a “Dealer Covered Person” and, collectively, the “Dealer Covered Persons”), is subject to any Disqualification Event except for a Disqualification Event (i) contemplated by Rule 506(d)(2) of the U.S. Securities Act and (ii) a description of which has been furnished in writing to the Company Corporation prior to the date hereof or, in the case of a Disqualification Event occurring after the date hereof, prior to the date of any sale of the Regulation D Securities. It will notify the Company Corporation in writing, prior to the Closing Date and any closing of the Over-Allotment Option of (a) any Disqualification Event relating to any Dealer Covered Person not previously disclosed to the Company Corporation hereunder, any (b) any event that would, with the passage of time, become a Disqualification Event relating to any Dealer Covered Person. 13. As of the Closing Date and any closing of the Over- Allotment Option, the The Agent represents that it is not aware of any person (other than any a Dealer Covered Person) Person that has been or will be paid (directly or indirectly) remuneration for solicitation of Purchasers in connection with the sale of any the Units pursuant to Rule 506(b) of Regulation D Securities. D. It will notify the CompanyCorporation, prior to the Closing Date or any closing of the Over-Allotment Option of any agreement entered into between it and any such person in connection with such sale. No Dealer Covered Person has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of the Non-Brokered Securities in the Non-Brokered Private Placement pursuant to Rule 506(b) of Regulation D under the U.S. Securities Act. 14. None of the Agent, any U.S. Affiliate, their respective affiliates or any person acting on any of their behalf will (i) take an action that would cause the exemption provided by Section 3(a)(9) of the U.S. Securities Act to be unavailable for the exchange of Special Warrants for the Units, the Units Shares and the Warrants, or (ii) receive any commission or other remuneration, directly or indirectly, for soliciting the exchange of Special Warrants for the Units, the Unit Shares and the Warrants. 15. At Closing, the Agent, together with any its U.S. Affiliate, will provide a certificate, substantially in the form of Exhibit A to this Schedule “A”, relating to the manner of the offer and sale of the Brokered Securities to, or for the account or benefit of, persons Units in the United States and U.S. PersonsStates, or will be deemed to have represented that they did not offer or sell Brokered Securities to, or Units in the United States. 15. All offers of Units by the Agents for sale by the account or benefit of, persons Corporation have been made in Offshore Transactions in compliance with Rule 903 of Regulation S. In connection with the private placement in the United States of Units of Miata Metals Corp. (the “Corporation”) pursuant to the agency agreement dated October 18, 2024 among the Corporation and U.S. Persons. 16. The Agent acknowledges that Clarus Securities Inc. and PowerOne Capital Markets Ltd. (the Compensation Securities have not been and will not be registered under the U.S. Securities Act or the securities laws of any state “Agents”), each of the United States. In connection undersigned does hereby certify to the Corporation as follows: (a) (the “U.S. Affiliate”) is, and at all relevant times was, a duly registered broker or dealer with the issuance of any Compensation United States Securities to it, the Agent represents, warrants and covenants that (i) it is acquiring the Compensation Securities as principal for its own account and not for the benefit of any other person; (ii) it is not a U.S. Person Exchange Commission and is not acquiring a member of and in good standing with the Compensation Securities Financial Industry Regulatory Authority, Inc. on the date hereof and the date on which each offer by it and sale by the Corporation of Units was made in the United States, or on behalf and all offers and sales of a U.S. Person or a person located in the United States; and (iii) the Agency Agreement was executed and delivered outside the United States. The Agent acknowledges and agrees that any Agent Warrants, Agent Unit Warrants and CF Fee Warrants may not be exercised Units by us in the United States or have been effected by or on behalf or for the benefit U.S. Affiliate in compliance with all U.S. federal and state broker-dealer requirements; (b) immediately prior to making any offers of a U.S. Person or a person Units in the United States, unless we had reasonable grounds to believe and did believe that the offeree was either a Qualified Institutional Buyer, or a U.S. Accredited Investor, as applicable, and, on the date hereof, we continue to believe that each such exercise U.S. Purchaser purchasing Units from the Corporation is exempt from registration either a Qualified Institutional Buyer or Accredited Investor, as applicable; (c) no form of General Solicitation or General Advertising was used by us, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television or the internet or any seminar or meeting whose attendees had been invited by General Solicitation or General Advertising, in connection with the offer or sale of the Units in the United States; (d) prior to any sale of Units in the United States, each such U.S. Purchaser thereof that is purchasing Units provided an executed (i) U.S. Accredited Investor Certificate attached to the Subscription Agreement as Annex 1 to Schedule B (if not a Qualified Institutional Buyer), or (ii) Qualified Institutional Buyer Certificate attached to the Subscription Agreement as Annex 2 to Schedule B, and we provided the Corporation with copies of all such completed and executed Subscription Agreements and applicable Schedules for acceptance by the Corporation; (e) neither we, nor our affiliates or any person acting on any of our behalf have taken or will take, directly or indirectly, any action in a violation of Regulation M under the U.S. Securities Exchange Act in connection with the offer and the applicable securities laws of any state sale of the United States.Units; (f) none of (i) the undersigned, (ii) the undersigned’s general partners or managing members,

Representations, Warranties and Covenants of the Agents. 2.1 Each Agent represent Agent, severally and warrant not jointly, represents, warrants and covenants, and will cause its U.S. Affiliate to comply with such representations, warranties and covenants, to and covenant and agree with the Company Company, as at the date hereof and as at the Closing Date and as at any closing of the Over-Allotment OptionDate, that: 1. It acknowledges (a) the Agent acknowledges, on behalf of itself and its U.S. Affiliate, that the Brokered Offered Securities have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws laws, and may not be offered and sold only in transactions exempt from or sold except pursuant not subject to an exclusion or exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. It has The Non-LIFE Shares may be offered and sold in the United States only pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by Rule 506(b) of Regulation D and will offer in compliance with applicable U.S. state securities laws, and sell the Brokered Offered Securities may be offered and sold outside the United States only (i) in an Offshore Transaction in accordance with Rule 903 of Regulation S, or (ii) to, or for the account or benefit of persons S and in the United States compliance with applicable local laws and U.S. Persons as provided in this Schedule “A”regulations. Accordingly, none of the Agent, any its affiliates (including the U.S. Affiliate), their respective affiliates or any persons acting on any of their behalf: behalf (i) have engaged or will engage in any Directed Selling Efforts; or (ii) except as permitted by this Schedule “A”), have made or will make (xi) any offers offer to sell, sell or any solicitation of an offer to buy, Brokered buy any Offered Securities in the United States or States, (yii) any sale of Brokered Offered Securities to any Purchaser unless, unless at the time the Purchaser made its buy order was or is originatedtherefor, the Purchaser was outside the United States and not a U.S. Person, and not acting for the account or benefit of a person in the United States or a U.S. Person, or the Agent, any its affiliates (including its U.S. Affiliate), their respective affiliates or any person and other persons acting on any of their behalf reasonably believed that such Purchaser person was outside the United States and not a U.S. PersonStates, and not acting for or (iii) any Directed Selling Efforts with respect to the account or benefit of a person in Offered Securities; (b) the United States or a U.S. Person. None of the Agent, any U.S. Affiliate, their respective affiliates or any persons acting on any of their behalf has made or will make any offers or sales of the Non-Brokered Securities in the Non-Brokered Private Placement. 2. It Agent has not entered and will not enter into any contractual arrangement agreement with respect to the offer and sale of the Brokered Offered Securities, except with any its U.S. Affiliate, any Selling Firm a selling group member, or otherwise with the prior written consent of the Company. 3. It The Agent shall require any cause its U.S. Affiliate and any Selling Firm selling group member appointed by it to agree, for the benefit of the Company, to comply with, and shall use its best efforts to ensure that any the U.S. Affiliate and any Selling Firm such selling group member complies with, the same provisions of this Schedule “A” as if such provisions applied apply to such U.S. Affiliate and Selling Firm.the Agent; 4. Any (c) all offers of Non-LIFE Shares made by the Brokered Securities by it to, or for the account or benefit of, persons Agent in the United States and U.S. Persons for sale by the Company will have been and shall be effected by made solely through its U.S. Affiliate (if any) in accordance with all applicable U.S. federal and state broker-dealer requirements. Such U.S. Affiliate Affiliate, which is, and will be on the date dates of each offer by it such offers and sale by the Company of Brokered Securities to, or for the account or benefit of, a person in the United States or a U.S. Personsales was and will be, duly registered as a broker-broker or dealer pursuant to under Section 15(b) of the U.S. Exchange Act and under the securities laws of each state all states in which such offer offers or sale is sales were made (unless exempted exempt from the respective state’s such states’ broker-dealer registration requirements) and a member of of, and in good standing with, FINRA, in accordance with all applicable United States federal and state securities laws and regulations, including those governing the Financial Industry Regulatory Authorityregistration and conduct of brokers and dealers; (d) the Agent agrees to deliver, Inc.through its U.S. Affiliate, to each person in the United States to whom it offers to sell or from whom it solicits any offer to buy the Non-LIFE Shares a Subscription Agreement; each offeree of Non-LIFE Shares that is in the United States has been or will be provided with a copy of the same information regarding the Company and the Offering as has been or will be provided by the Agents to offerees and Purchasers of Non-LIFE Shares in Canada; 5. All offers(e) any offers of, or solicitation of offers to buy Brokered Securities buy, (i) Non-LIFE Shares that have been made or will be mademade by the Agent, through its U.S. Affiliate, in the United States, were or will be made only (i) to, or for the account or benefit of, persons in the United States or U.S. Persons that Accredited Investors and/or to Qualified Institutional Buyers or U.S. Accredited Investors, as applicable, in ​ ​ transactions that are exempt from the registration requirements of the U.S. Securities Act pursuant to Rule 506(b) of Regulation D and exempt from registration under all applicable state securities laws, and (ii) Offered Securities that have been or will be made by the Agent to persons outside the United States to non-U.S. Persons were or will be made in Offshore Transactions that are excluded from registration pursuant to in compliance with Rule 903 of Regulation S.S; 6. Immediately prior to making offers to, or for the account or benefit of, persons in the United States or U.S. Persons, (f) none of the Agent, any its affiliates (including its U.S. Affiliate), their respective affiliates or any person acting on any of their behalf had reasonable grounds to believe and did believe that each such offeree was a Qualified Institutional Buyer behalf, have engaged in or an Accredited Investor, as applicable, with respect to which the Agent or its U.S. Affiliate had a pre-existing business relationship; and at the time of completion of each sale to a U.S. Purchaser, the Agent, any U.S. Affiliate, their respective affiliates or any person acting on any of their behalf will have reasonable grounds to believe and will believe, that each such U.S. Purchaser is a Qualified Institutional Buyer or an Accredited Investor, as applicable. 7. Offers and sales of Brokered Securities to, or for the account or benefit of, persons engage in the United States or U.S. Persons have not been and shall not be made by any form of General Solicitation or General Advertising in connection with the offer and sale of the Non-LIFE Shares in the United States or have otherwise engaged or will engage in any manner conduct involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act.Act in connection with the offer and sale of the Non-LIFE Shares in the United States; 8. At (g) immediately prior to offering the Non-LIFE Shares in the United States, the Agent or its U.S. Affiliate had or will have reasonable grounds to believe and did or will believe that such offeree is a Qualified Institutional Buyer or a U.S. Accredited Investor, as applicable, and at the Closing Time, the Agent and its U.S. Affiliate shall have reasonable grounds to believe and shall believe that each U.S. Purchaser is a Qualified Institutional Buyer or a U.S. Accredited Investor, as applicable; (h) prior to the completion of any sale of the Non-LIFE Shares to a U.S. Purchaser solicited by the Agent, acting through its U.S. Affiliate, each such U.S. Purchaser will be required by the Agent, acting through its U.S. Affiliate, to execute and deliver a Subscription Agreement in the appropriate form, including the U.S. Purchaser Letter for Qualified Institutional Buyers attached thereto as Schedule “D” (for Qualified Institutional Buyers) or the U.S. Purchaser Letter for U.S. Accredited Investors attached thereto as Schedule “E” (for U.S. Accredited Investors), and the Agent and its U.S. Affiliate shall provide the Company with copies of all such completed and executed agreements for acceptance by the Company prior to the completion of any sale of the Non-LIFE Shares; (i) at least one two Business Day Days prior to the Closing Date and prior to any closing of the Over- Allotment OptionDate, it shall will provide the Company and its transfer agent with a list of all U.S. Purchasers of solicited by the Special WarrantsAgent or the U.S. Affiliate; (j) at the Closing Time, the Agent, together with their addresses (including state its U.S. Affiliate, will provide a certificate, substantially in the form of residence)Exhibit I to this Schedule “A”, the number of Special Warrants purchased and the registration and delivery instructions for the Special Warrants. 9. Prior to any sale by the Company of Special Warrants to U.S. Purchasers identified by the Agent, the Agent shall cause each such U.S. Purchaser to execute and deliver relating to the Company, the Agents and the U.S. Affiliates, duly completed and executed Subscription Agreements from such U.S. Purchasers, including Schedule “D” – Annex 1 or Schedule “D” – Annex 2 thereto (as applicable). 10. All offerees manner of the Brokered Securities that are, or are acting for offer and sale of the account or benefit of, persons Non-LIFE Shares in the United States or will be deemed to have represented that they did not offer or sell Offered Securities in the United States; (k) the Agent will inform, and cause its U.S. Persons shall be informed Affiliate to inform, each offeree that is in the Brokered Securities United States that: (i) the Non-LIFE Shares have not been and will not be registered under the U.S. Securities Act or under any state securities laws and laws; (ii) the Non-LIFE Shares are being offered and sold to such U.S. Purchasers in reliance on the exemption from the it without registration requirements of under the U.S. Securities Act provided by Rule 506(b) of Regulation D and similar in reliance upon exemptions from registration under applicable U.S. state securities laws. 11. The Agent understands that all Brokered ; (iii) the Non-LIFE Shares are, or will when issued be, “restricted securities” within the meaning of Rule 144 under the U.S. Securities issued Act and can only be offered, sold, pledged or otherwise transferred, directly or indirectly, to the Company or pursuant to an applicable exemption or exclusion from registration under the U.S. Purchasers that are Accredited Investors Securities Act and in compliance with applicable state or local laws and regulations (but not and in compliance with the terms and conditions set forth in the Subscription Agreement executed by a U.S. Purchaser, including the U.S. Purchaser Letter for Qualified Institutional Buyers attached thereto as Schedule ​ ​ “D” (for Qualified Institutional Buyers) in or the Offering will be issued in definitive physical form and will bear a United States restrictive legend substantially in the form set forth in U.S. Purchaser Letter for U.S. Accredited Investors attached thereto as Schedule “DE” – Annex 1 to the Subscription Agreement.(for U.S. Accredited Investors)) 12. None (l) none of the Agent, any its affiliates (including its U.S. Affiliate), their respective affiliates or any person acting on any of their behalf behalf, has engaged or will engage in any violation of Regulation M under the U.S. Exchange Act in connection with this the Offering.; 13. With (m) with respect to the Non-LIFE Shares to be offered and sold hereunder in reliance on Rule 506(b) of Regulation D (the “Regulation D Securities”), none of (i) the Agent or any Agent, its U.S. Affiliate, (ii) the Agent’s or the U.S. Affiliate’s any selling group member, any of their respective general partners or managing members, (iii) any director or executive officer of any of the Agent’s or foregoing, any other officer of any of the U.S. Affiliate’s directors, executive officers or other officers foregoing participating in the offering offer and sale of the Regulation D Securities, (iv) or any other officer or employee of any of the Agent’s or the U.S. Affiliate’s general partners’ or managing members’ directors, executive officers or other officers participating in the offering of the Regulation D Securities or (v) any other person associated with any of the above persons, foregoing that has been or will be paid (directly or indirectly) remuneration for solicitation of Purchasers in connection with sale purchasers of the Regulation D Securities (each, a “Dealer Covered Person” and, collectivelytogether, the “Dealer Covered Persons”), ) is subject to any Disqualification Event except for a Disqualification Event (i) contemplated covered by Rule 506(d)(2) of the U.S. Securities Act Regulation D and (ii) a description of which has been furnished in writing to the Company prior to the date hereof orhereof. Neither the Agent nor its U.S. Affiliate has paid or will pay, in the case of a Disqualification Event occurring after the date hereof, prior to the date nor is it aware of any sale other person that has paid or will pay, directly or indirectly, any remuneration to any person (other than the Dealer Covered Persons) for solicitation of purchasers of the Regulation D Securities. It will notify the Company in writing, prior to the Closing Date and any closing of the Over-Allotment Option of (a) any Disqualification Event relating to any Dealer Covered Person not previously disclosed to the Company hereunder, any (b) any event that would, with the passage of time, become a Disqualification Event relating to any Dealer Covered Person. As of the Closing Date and any closing of the Over- Allotment Option, the Agent is not aware of any person (other than any Dealer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of Purchasers in connection with the sale of any Regulation D Securities. It will notify the Company, prior to the Closing Date or any closing of the Over-Allotment Option of any agreement entered into between it and any such person in connection with such sale. No Dealer Covered Person has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of the Non-Brokered Securities in the Non-Brokered Private Placement pursuant to Rule 506(b) of Regulation D under the U.S. Securities Act. 14. None of the Agent, any U.S. Affiliate, their respective affiliates or any person acting on any of their behalf will (i) take an action that would cause the exemption provided by Section 3(a)(9) of the U.S. Securities Act to be unavailable for the exchange of Special Warrants for the Units, the Units Shares and the Warrants, or (ii) receive any commission or other remuneration, directly or indirectly, for soliciting the exchange of Special Warrants for the Units, the Unit Shares and the Warrants. 15. At Closing, the Agent, together with any U.S. Affiliate, will provide a certificate, substantially in the form of Exhibit A to this Schedule “A”, relating to the manner of the offer and sale of the Brokered Securities to, or for the account or benefit of, persons in the United States and U.S. Persons, or will be deemed to have represented that they did not offer or sell Brokered Securities to, or for the account or benefit of, persons in the United States and U.S. Persons. 16. The Agent acknowledges that the Compensation Securities have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States. In connection with the issuance of any Compensation Securities to it, the Agent represents, warrants and covenants that (i) it is acquiring the Compensation Securities as principal for its own account and not for the benefit of any other person; (ii) it is not a U.S. Person and is not acquiring the Compensation Securities in the United States, or on behalf of a U.S. Person or a person located in the United States; and (iii) the Agency Agreement was executed and delivered outside the United States. The Agent acknowledges and agrees that any Agent Warrants, Agent Unit Warrants and CF Fee Warrants may not be exercised in the United States or by or on behalf or for the benefit of a U.S. Person or a person in the United States, unless such exercise is exempt from registration under the U.S. Securities Act and the applicable securities laws of any state of the United States.

Representations, Warranties and Covenants of the Agents. Each Agent represent represents and warrant warrants to and covenant covenants and agree agrees with the Company Company, as at the date hereof and as at the Closing Date and as at any closing of the Over-Allotment OptionDate, that: 1. It acknowledges that the Brokered Securities have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws and may not be offered or sold except pursuant to an exclusion or exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. It has offered and sold and will offer and sell the Brokered Securities only (i) outside the United States in an Offshore Transaction Transactions in accordance with Rule 903 of Regulation S, or (ii) to, or for the t he account or benefit of of, persons in the United States and U.S. Persons as provided in this Schedule “A”. A. Accordingly, none of the Agent, any its affiliates (including its U.S. Affiliate, their respective affiliates ) or any persons acting on any of its or their behalf: (i) have engaged or will engage in any Directed Selling Efforts; or (ii) except as permitted by this Schedule “A”, have made or will make (x) any offers to sellsell or solicitations of offers to buy Securities to, or any solicitation of an offer to buyfor the account or benefit of, Brokered Securities persons in the United States or U.S. Persons, or (y) any sale of Brokered Securities to any Purchaser unless, unless at the time the purchaser made its buy order was or is originatedtherefor, the Purchaser was outside the United States and not a U.S. Person, and not acting for the account or benefit of a person in the United States or a U.S. Person, or the Agent, any its affiliates (including its U.S. Affiliate), their respective affiliates or and any person acting on any of their behalf reasonably believed that such Purchaser person was outside the United States and not a U.S. Person, and not Person or acting for the account or benefit of a person in the United States or a U.S. Person. None The Agent has not made any offers of securities of the Agent, any U.S. Affiliate, their respective affiliates or any persons acting on any of their behalf has made or will make any offers or sales of the Non-Brokered Securities Company in the Non-Brokered Concurrent Private Placement. 2. It has not entered and will not enter into any contractual arrangement with respect to the offer and sale of the Brokered Securities, except with any the U.S. Affiliate, any Selling Firm or with the prior written consent of the Company. 3. It The Agent shall require any its U.S. Affiliate and any Selling Firm to agree, agree for the benefit of the Company, to comply with, and shall use cause its best efforts to ensure that any U.S. Affiliate and any Selling Firm complies with, to comply with the same provisions of the Agreement and this Schedule “A” as apply to the Agent as if such its provisions applied to such U.S. Affiliate and such Selling Firm. 43. Any All offers and sales of the Brokered Securities by it to, or for the account or benefit of, persons in the United States and or U.S. Persons for sale by the Company will be effected by its the U.S. Affiliate (if any) in accordance with all applicable U.S. federal and state broker-dealer requirements. Such U.S. Affiliate isis on the date hereof, and will be on the date of each offer by it and or sale by the Company of Brokered Securities to, or for the account or benefit of, a person in the United States or a U.S. Person, duly registered as a broker-dealer pursuant to Section 15(b) of the U.S. Exchange Act and the securities laws of each state in which such offer or sale is made (unless exempted from the respective state’s broker-dealer registration requirements) and a member of and in good standing with the Financial Industry Regulatory Authority, Inc. 54. All Any offers, or solicitation solicitations of offers to buy Brokered Securities that have been made or will be made, were or will be made only (i) to, or for the account or benefit of, persons in the United States or U.S. Persons that Accredited Investors and/or Persons, was or will be made only (i) to Qualified Institutional Buyers or U.S. Accredited Investors in transactions that are exempt from the registration requirements of the U.S. Securities Act available pursuant to Rule 506(b) of Regulation D and exempt from registration under all applicable state securities laws, and (ii) outside the United States to non-U.S. Persons in Offshore Transactions that are excluded exempt from the registration requirements of the U.S. Securities Act available pursuant to Rule 903 of Regulation S. 65. Immediately prior to making offers to, or for the account or benefit of, persons in the United States or U.S. Persons, the Agent, any its affiliates (including its U.S. Affiliate), their respective affiliates or and any person acting on any of their behalf had reasonable grounds to believe and did believe that each such offeree was a Qualified Institutional Buyer or an a U.S. Accredited Investor, as applicable, Investor with respect to which the Agent or its affiliates (including its U.S. Affiliate Affiliate) had a pre-existing business relationship; and at the time of completion of each sale to a U.S. Purchaser, the Agent, any its affiliates (including its U.S. Affiliate), their respective affiliates or and any person acting on any of their behalf will have reasonable grounds to believe and will believe, that each such U.S. Purchaser is a Qualified Institutional Buyer or an a U.S. Accredited Investor, as applicable. 76. Offers and sales of Brokered Securities to, or for the account or benefit of, persons in the United States or U.S. Persons have not been and shall not be made by any form of General Solicitation or General Advertising or in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act. 87. At least one Business Day prior to the Closing Date and prior to any closing of the Over- Allotment OptionDate, it shall provide the Company and its transfer agent with a list of all U.S. Purchasers of the Special Warrants, together with their addresses (including state of residence), the number of Special Warrants purchased and the registration and delivery instructions for the Special Warrants. 98. Prior to any sale by the Company of Special Warrants Securities to U.S. Purchasers identified by the AgentPurchasers, the Agent it shall cause each such U.S. Purchaser to execute and deliver to the Company, the Agents and the U.S. Affiliates, duly completed and executed the Subscription Agreements from such U.S. PurchasersAgreement, including the U.S. Accredited Investor Certificate annexed thereto as Schedule “DC” – Annex 1 or the Qualified Institutional Buyer Investment Letter annexed thereto as Schedule “DC” – Annex 2 thereto (2, as applicable). 109. All offerees of the Brokered Securities that are, or are acting for the account or benefit of, persons in the United States or U.S. Persons shall be informed that the Brokered Securities have not been and will not be registered under the U.S. Securities Act or any and applicable state securities laws and are being offered and sold to such U.S. Purchasers persons in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Rule 506(b) of Regulation D and similar exemptions under applicable U.S. state securities laws. 1110. The Agent understands Agents understand that all Brokered Securities issued Special Warrants sold and the Underlying Units issuable pursuant thereto to U.S. Purchasers that are Accredited Investors (but not Qualified Institutional Buyers) in the Offering that are U.S. Accredited Investors will be issued in definitive physical form and will bear a United States restrictive legend substantially in the form set forth in Schedule “DC” – Annex 1 to the Subscription Agreement. 1211. None of the Agentit, any of its affiliates (including, the U.S. Affiliate, their respective affiliates ) or any person acting on any of their behalf has engaged taken or will engage take, directly or indirectly, any action in any violation of Regulation M under the U.S. Exchange Act in connection with this Offeringthe offer and sale of the Securities. 1312. With respect to the Securities to be offered and sold hereunder in reliance on Rule 506(b) of Regulation D SecuritiesD, none non of (i) the Agent or any the U.S. Affiliate, (ii) the Agent’s or the U.S. Affiliate’s general partners or managing members, (iii) any of the Agent’s or the U.S. Affiliate’s directors, executive officers or other officers participating in the offering of the Regulation D Securities, (iv) any of the Agent’s or the U.S. Affiliate’s general partners’ or managing members’ directors, executive officers or other officers participating in the offering of the Regulation D Securities or (v) any other person associated with any of the above persons, including any Selling Firm and any such persons related to such Selling FDirm, that has been or will be paid (directly or indirectly) remuneration for solicitation of Purchasers in connection with the sale of Regulation D the Securities (each, a “Dealer Covered Person” and, collectively, the “Dealer Covered Persons”), is subject to any Disqualification Event except for a Disqualification Event (i) contemplated by Rule 506(d)(2) of the U.S. Securities Act and (ii) a description of which has been furnished in writing to the Company prior to the date hereof or, in the case of a Disqualification Event occurring after the date hereof, prior to the date of any sale of the Regulation D Securities. It will notify the Company in writing, prior to the Closing Date and any closing of the Over-Allotment Option of (a) any Disqualification Event relating to any Dealer Covered Person not previously disclosed to the Company hereunder, any (b) any event that would, with the passage of time, become a Disqualification Event relating to any Dealer Covered Person. As of the Closing Date and any closing of the Over- Allotment Option, the Agent is not aware of any person (other than any Dealer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of Purchasers in connection with the sale of any Regulation D Securities. It will notify the Company, prior to the Closing Date or any closing of the Over-Allotment Option of any agreement entered into between it and any such person in connection with such sale. No Dealer Covered Person has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of the Non-Brokered Securities in the Non-Brokered Private Placement pursuant to Rule 506(b) of Regulation D under the U.S. Securities Act. 14. None of the Agent, any U.S. Affiliate, their respective affiliates or any person acting on any of their behalf will (i) take an action that would cause the exemption provided by Section 3(a)(9) of the U.S. Securities Act to be unavailable for the exchange of Special Warrants for the Units, the Units Shares and the Warrants, or (ii) receive any commission or other remuneration, directly or indirectly, for soliciting the exchange of Special Warrants for the Units, the Unit Shares and the Warrants. 15. At Closing, the Agent, together with any U.S. Affiliate, will provide a certificate, substantially in the form of Exhibit A to this Schedule “A”, relating to the manner of the offer and sale of the Brokered Securities to, or for the account or benefit of, persons in the United States and U.S. Persons, or will be deemed to have represented that they did not offer or sell Brokered Securities to, or for the account or benefit of, persons in the United States and U.S. Persons. 16. The Agent acknowledges that the Compensation Securities have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States. In connection with the issuance of any Compensation Securities to it, the Agent represents, warrants and covenants that (i) it is acquiring the Compensation Securities as principal for its own account and not for the benefit of any other person; (ii) it is not a U.S. Person and is not acquiring the Compensation Securities in the United States, or on behalf of a U.S. Person or a person located in the United States; and (iii) the Agency Agreement was executed and delivered outside the United States. The Agent acknowledges and agrees that any Agent Warrants, Agent Unit Warrants and CF Fee Warrants may not be exercised in the United States or by or on behalf or for the benefit of a U.S. Person or a person in the United States, unless such exercise is exempt from registration under the U.S. Securities Act and the applicable securities laws of any state of the United States.any

Representations, Warranties and Covenants of the Agents. Each Agent represent and warrant to and covenant and agree with the Company as at the date hereof and as at the Closing Date and as at any closing of the Over-Allotment OptionAgent, that: 1. It on its own behalf, acknowledges that the Brokered Securities have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws and the Securities may not be offered or sold in the United States except pursuant to an exclusion or exemption from the registration requirements of the U.S. Securities Act and all applicable U.S. state securities laws. Accordingly, each of the Agents, on its own behalf, represents, warrants, covenants and agrees to and with the Corporation, as at the date of this Agreement and as at the Closing Time and any Option Closing Time, that: (a) It has offered and sold and will offer and sell the Brokered Securities only (i) in an Offshore Transaction in accordance with Rule 903 of Regulation S, or (iib) to, or for it has offered and sold and will offer and sell the account or benefit of persons Securities through ▇▇▇▇ USA in the United States to purchasers that are Qualified Institutional Buyers pursuant to the exemption from the registration requirements of the U.S. Securities Act afforded by Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act and in compliance with similar exemptions under applicable state securities laws, and such purchaser will be required to provide an executed Qualified Institutional Buyer Letter in the form set forth as Exhibit A to the U.S. Persons as provided in this Schedule “A”Placement Memorandum. Accordingly, none of except as set forth herein, the Agent, any U.S. Affiliate, their respective affiliates Agent has not made or any persons acting on any of their behalf: will not make (i) have engaged any offer to sell or will engage in any Directed Selling Efforts; or (ii) except as permitted by this Schedule “A”, have made or will make (x) any offers to sell, or any solicitation of an offer to buy, Brokered buy any of the Securities in the United States or (yii) any sale of Brokered the Securities to any Purchaser unlessperson unless (1) the offer to sell such Securities was not made in the United States, at the time the buy order was or is originated, the Purchaser (2) such person was outside the United States at the time it placed the order to purchase such Securities, or the Agent, its affiliates and not any person acting on its or their behalf reasonably believe that at the time such person placed the order to purchase such Securities such person was outside the United States; or (iii) any Directed Selling Efforts. 2. The Agent, acting through ▇▇▇▇ USA in the case of the Co-Lead Agents, may offer the Securities only to offerees in the United States with respect to which the Agent has a U.S. Personpre-existing relationship and has reasonable grounds to believe, and not did or will believe are Qualified Institutional Buyers and at the time of each sale to such purchaser that is, or is acting for the account or benefit of of, a person in the United States or a U.S. PersonStates, or the Agent, any U.S. Affiliateacting through ▇▇▇▇ USA in the case of the Co-Lead Agents, their respective affiliates will have reasonable grounds to believe and did or any person acting on any will believe that each such purchaser purchasing Securities is a Qualified Institutional Buyer. 3. All purchasers of their behalf reasonably believed that such Purchaser was outside the United States and not a U.S. Person, and not acting for the account or benefit of a person Securities in the United States or a U.S. Person. None of the Agent, any U.S. Affiliate, their respective affiliates or any persons acting on any of their behalf has made or will make any offers or sales of the Non-Brokered who were Offered Securities in the Non-Brokered Private PlacementUnited States shall be informed that the Securities have not been and will not be registered under the U.S. Securities Act and are being offered and sold to them in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act, and in compliance with similar exemptions under applicable state securities laws. 24. It has not entered and will not enter into any contractual arrangement with respect to the offer and sale of the Brokered Securities, except as may be pertinent or applicable with any U.S. Affiliaterespect to ▇▇▇▇ USA acting as exclusive United States placement agent, any Selling Firm or with the prior written consent of the Company. 3Corporation. It shall require any U.S. Affiliate and any each Selling Firm to agree, for the benefit of the CompanyCorporation, to comply with, and shall use its best efforts to ensure that any U.S. Affiliate and any its Selling Firm complies with, the same provisions of this Schedule “A” as apply to such Agent as if such provisions applied to such U.S. Affiliate and Selling Firm. 45. Any All offers of the Brokered Securities by it to, or for the account or benefit of, persons in the United States made by it have been and U.S. Persons for sale by the Company will be effected made by its ▇▇▇▇ USA and all sales of such Securities in the United States shall be and will be made by ▇▇▇▇ USA, in each case to Qualified Institutional Buyers in compliance with Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Affiliate (if any) Securities Act and similar exemptions under applicable state securities laws. 6. All offers and sales of Securities have been or will be made in the United States in accordance with all applicable U.S. federal and state broker-dealer requirementslaws or regulations governing the registration and conduct of securities brokers or dealers and applicable rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”). Such U.S. Affiliate is▇▇▇▇ USA is on the date hereof, and will be on the date of each offer by it and sale by the Company of Brokered Securities to, or for the account or benefit of, a person in the United States or a U.S. PersonStates, duly registered as a broker-dealer pursuant to Section 15(b) of the U.S. Exchange Act and the securities laws of each state in which such offer or sale is made (unless exempted from the respective state’s broker-dealer registration requirements) and a member of of, and in good standing with the Financial Industry Regulatory Authoritywith, Inc.FINRA. 57. All offers, or solicitation Each offeree of offers to buy Brokered Securities that have been made or will be made, were or will be made only (i) to, or for the account or benefit of, persons is in the United States or U.S. Persons that Accredited Investors and/or Qualified Institutional Buyers in transactions that are exempt from the registration requirements shall be provided with a copy of either of the U.S. Placement Memorandum containing the Preliminary Prospectus or the U.S. Placement Memorandum containing the Final Prospectus. Each purchaser of Securities Act pursuant to Rule 506(b) of Regulation D and exempt from registration under all applicable state securities laws, and (ii) outside the United States to non-U.S. Persons in Offshore Transactions that are excluded from registration pursuant to Rule 903 of Regulation S. 6. Immediately prior to making offers to, or for the account or benefit of, persons is in the United States or shall be provided, prior to time of purchase of any Securities, with a copy of the U.S. Persons, Placement Memorandum containing the Agent, any U.S. Affiliate, their respective affiliates or any person acting on any of their behalf had reasonable grounds to believe Final Prospectus and did believe that each such offeree was a purchaser will be required to execute the Qualified Institutional Buyer or an Accredited Investor, as applicable, with respect to which the Agent or its U.S. Affiliate had a pre-existing business relationship; and at the time of completion of each sale to a U.S. Purchaser, the Agent, any U.S. Affiliate, their respective affiliates or any person acting on any of their behalf will have reasonable grounds to believe and will believe, that each such U.S. Purchaser is a Qualified Institutional Buyer or an Accredited Investor, as applicable. 7. Offers and sales of Brokered Securities to, or for the account or benefit of, persons Letter in the United States or U.S. Persons have not been and shall not be made by any form of General Solicitation or General Advertising or in any manner involving a public offering within the meaning of Section 4(a)(2) of attached as Exhibit A to the U.S. Securities ActPlacement Memorandum. 8. At least one Business Day prior to the Closing Date and prior to any closing of the Over- Allotment OptionOption Closing Date, it shall provide as applicable, the Company Corporation and its transfer agent will be provided with a list of all U.S. Purchasers purchasers of the Special Warrants, together with their addresses (including state of residence), the number of Special Warrants purchased and the registration and delivery instructions for the Special Warrants. 9. Prior to any sale by the Company of Special Warrants to U.S. Purchasers identified by the Agent, the Agent shall cause each such U.S. Purchaser to execute and deliver to the Company, the Agents and the U.S. Affiliates, duly completed and executed Subscription Agreements from such U.S. Purchasers, including Schedule “D” – Annex 1 or Schedule “D” – Annex 2 thereto (as applicable). 10. All offerees of the Brokered Securities that are, or are acting for the account or benefit of, persons in the United States or U.S. Persons shall be informed that were offered the Brokered Securities have not been and will not be registered under in the U.S. Securities Act or any state securities laws and are being offered and sold to such U.S. Purchasers in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Rule 506(b) of Regulation D and similar exemptions under applicable state securities lawsUnited States. 119. The At the Closing and the Option Closing Time, as applicable, each Agent understands that all Brokered Securities issued to U.S. Purchasers that are Accredited Investors (but not Qualified Institutional Buyers) participated in the Offering will be issued in definitive physical form offer and will bear a United States restrictive legend substantially sale of Securities in the form set forth in Schedule “D” – Annex 1 to the Subscription Agreement. 12. None of the AgentUnited States, any U.S. Affiliate, their respective affiliates or any person acting on any of their behalf has engaged or will engage in any violation of Regulation M under the U.S. Exchange Act in connection with this Offering. 13. With respect to Regulation D Securities, none of either: (i) the Agent or any U.S. Affiliate, (ii) the Agent’s or the U.S. Affiliate’s general partners or managing members, (iii) any of the Agent’s or the U.S. Affiliate’s directors, executive officers or other officers participating in the offering of the Regulation D Securities, (iv) any of the Agent’s or the U.S. Affiliate’s general partners’ or managing members’ directors, executive officers or other officers participating in the offering of the Regulation D Securities or (v) any other person associated with any of the above persons, that has been or will be paid (directly or indirectly) remuneration for solicitation of Purchasers in connection with sale of Regulation D Securities (each, a “Dealer Covered Person” and, collectively, the “Dealer Covered Persons”), is subject to any Disqualification Event except for a Disqualification Event (i) contemplated by Rule 506(d)(2) of the U.S. Securities Act and (ii) a description of which has been furnished in writing to the Company prior to the date hereof or, in the case of a Disqualification Event occurring after the date hereof, prior to the date of any sale of the Regulation D Securities. It will notify the Company in writing, prior to the Closing Date and any closing of the Over-Allotment Option of (a) any Disqualification Event relating to any Dealer Covered Person not previously disclosed to the Company hereunder, any (b) any event that would, with the passage of time, become a Disqualification Event relating to any Dealer Covered Person. As of the Closing Date and any closing of the Over- Allotment Option, the Agent is not aware of any person (other than any Dealer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of Purchasers in connection with the sale of any Regulation D Securities. It will notify the Company, prior to the Closing Date or any closing of the Over-Allotment Option of any agreement entered into between it and any such person in connection with such sale. No Dealer Covered Person has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of the Non-Brokered Securities in the Non-Brokered Private Placement pursuant to Rule 506(b) of Regulation D under the U.S. Securities Act. 14. None of the Agent, any U.S. Affiliate, their respective affiliates or any person acting on any of their behalf will (i) take an action that would cause the exemption provided by Section 3(a)(9) of the U.S. Securities Act to be unavailable for the exchange of Special Warrants for the Units, the Units Shares and the Warrants, or (ii) receive any commission or other remuneration, directly or indirectly, for soliciting the exchange of Special Warrants for the Units, the Unit Shares and the Warrants. 15. At Closing, the Agent, together with any U.S. Affiliate, will provide a certificate, substantially in the form of Exhibit A to this Schedule “A”, relating to the manner of the offer and sale of the Brokered Securities toSecurities, or for the account or benefit of, persons in the United States and U.S. Persons, or will (ii) be deemed to have represented and warranted that they did not offer none of it or sell Brokered Securities to, any one acting on its or for the account their behalf has offered or benefit of, persons in the United States and U.S. Persons. 16. The Agent acknowledges that the Compensation Securities have not been and will not be registered under the U.S. Securities Act or the securities laws of sold any state of the United States. In connection with the issuance of any Compensation Securities to it, the Agent represents, warrants and covenants that (i) it is acquiring the Compensation Securities as principal for its own account and not for the benefit of any other person; (ii) it is not a U.S. Person and is not acquiring the Compensation Securities in the United States. 10. None of the Agent or any person acting on its or their behalf has taken or will take, directly or on behalf indirectly, any action in violation of a Regulation M under the U.S. Person Exchange Act in connection with the offer and sale of the Securities. 11. Neither the Agent nor its affiliates, either directly or through a person located acting on its or their behalf, have engaged in or will engage in any form of General Solicitation or General Advertising in connection with the United States; offer and (iii) sale of the Agency Agreement was executed and delivered outside the United States. The Agent acknowledges and agrees that any Agent Warrants, Agent Unit Warrants and CF Fee Warrants may not be exercised Securities in the United States or by have otherwise engaged or on behalf or for will engage in any conduct involving a public offering within the benefit meaning of a Section 4(a)(2) of the U.S. Person or a person Securities Act in connection with the offer and sale of the Securities in the United States. 12. With respect to the Securities to be offered and sold hereunder in reliance on Rule 506(b) of Regulation D (the “Regulation D Securities”), unless such exercise is exempt from registration under the U.S. Securities Act and the applicable securities laws if any, none of it, any of its general partners or managing members, any director or executive officer of any state of the United Statesforegoing, any other officer of any of the foregoing participating in offer and sale of the Regulation D Securities, or any other officer or employee of any of the foregoing that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers of the Regulation D Securities (each, a “Dealer Covered Person” and, together, the “Dealer Covered Persons”) is subject to any Rule 506 Disqualification Event except for a Rule 506 Disqualification Event (i) covered by Rule 506(d)(2) of Regulation D and (ii) a description of which has been furnished in writing to the Corporation prior to the date hereof. It has not paid and nor will pay, nor is it aware of any other person that has paid or will pay, directly or indirectly, any remuneration to any person (other than the Dealer Covered Persons) for solicitation of purchasers of the Regulation D Securities.

Representations, Warranties and Covenants of the Agents. Each Agent represent and warrant to and covenant and agree with the Company as at the date hereof and as at the Closing Date and as at any closing of the Over-Allotment Option, that: 1. It acknowledges The Agents acknowledge that the Brokered Offered Securities and the Warrant Shares have not been and will not be registered under the U.S. Securities Act or any U.S. state the securities laws of any state of the United States, and the Offered Securities may not be offered or sold to or for the account or benefit of persons in the United States or U.S. Persons except pursuant to in accordance with an exclusion or applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. Each Agent on behalf of itself and its U.S. Affiliate, if applicable, represents, warrants, covenants and agrees to and with the Corporation, as at the date hereof and as at the Closing Date, severally, but not jointly, that: 1. It has not offered and sold or sold, and will not offer and sell the Brokered or sell, at any time any Offered Securities only except (ia) in an Offshore Transaction Transactions in accordance compliance with Rule 903 of Regulation S, or (iib) to, or for the account or benefit of of, persons in the United States and or U.S. Persons that are Qualified Institutional Buyers or U.S. Accredited Investors in compliance with Rule 506(b) of Regulation D and applicable state securities laws, as provided in this Schedule “A”herein. Accordingly, none of the Agent, any its affiliates (including the U.S. Affiliate, their respective affiliates ) or any persons person acting on any of their behalf: (i) have engaged or will engage in any Directed Selling Efforts; or (ii) except as permitted by this Schedule “A”, have has made or will make (xexcept as permitted herein): (i) any offers offer to sell, or any solicitation of an offer to buy, Brokered any Offered Securities to or for the account or benefit of U.S. Persons or persons in the United States or (yii) any sale of Brokered Offered Securities to any Purchaser unless, at the time the buy order was or is will have been originated, the Purchaser was outside the United States and not a U.S. Person, and not acting to or for the account or benefit of a U.S. Person or a person in the United States or a U.S. Person, or the Agent, any its affiliates (including the U.S. Affiliate, their respective affiliates ) or any person acting on any of their behalf behalf, reasonably believed that such Purchaser was outside the United States and not a U.S. Person, and not acting to or for the account or benefit of a U.S. Person or a person in the United States States, or a U.S. Person. None of the Agent, (iii) any U.S. Affiliate, their respective affiliates or any persons acting on any of their behalf has made or will make any offers or sales of the Non-Brokered Securities in the Non-Brokered Private PlacementDirected Selling Efforts. 2. It has not entered and will not enter into any contractual arrangement with respect to the offer and sale of the Brokered Securities, Offered Securities except with any the U.S. Affiliate, any Selling Firm Group members or with the prior written consent of the Company. 3Corporation. It The Agent shall require any the U.S. Affiliate to agree, and any each Selling Firm Group member to agree, for the benefit of the CompanyCorporation, to comply with, and shall use its best commercially reasonable efforts to ensure that any the U.S. Affiliate and any each Selling Firm Group member complies with, the same provisions of this Schedule “AC” as apply to the Agent as if such provisions applied to such the U.S. Affiliate and such Selling FirmGroup member. 43. Any The Agent represents and warrants that all offers of Offered Securities for sale by the Brokered Securities Corporation that have been or will be made by it to, to or for the account or benefit of, of U.S. Persons or persons in the United States and U.S. Persons for sale by the Company States, have been or will be effected by its made through the U.S. Affiliate (if any) in accordance compliance with all applicable U.S. federal and state broker-dealer requirements. Such The U.S. Affiliate is, and will be on the date of each offer by it and sale by the Company of Brokered Securities to, or for the account or benefit of, a person in the United States or a U.S. Person, is duly registered as a broker-dealer pursuant to Section 15(b) of the U.S. Exchange Act and under the securities laws of each state in which such offer offers and sales were or sale is will be made (unless exempted from the respective state’s broker-dealer registration requirements) ), and a member of and in good standing with the Financial Industry Regulatory Authority, Inc., on the date of each such offer and sale. 54. All offersNone of it, or solicitation of offers to buy Brokered Securities that have been made or will be made, were or will be made only its affiliates (i) to, or for the account or benefit of, persons in the United States or U.S. Persons that Accredited Investors and/or Qualified Institutional Buyers in transactions that are exempt from the registration requirements of including the U.S. Securities Act pursuant to Rule 506(b) of Regulation D and exempt from registration under all applicable state securities lawsAffiliate), and (ii) outside the United States to non-U.S. Persons in Offshore Transactions that are excluded from registration pursuant to Rule 903 of Regulation S. 6. Immediately prior to making offers to, or for the account or benefit of, persons in the United States or U.S. Persons, the Agent, any U.S. Affiliate, their respective affiliates or any person acting on any of their behalf had reasonable grounds to believe has utilized, and did believe that each none of such offeree was a Qualified Institutional Buyer or an Accredited Investorpersons will utilize, as applicable, with respect to which the Agent or its U.S. Affiliate had a pre-existing business relationship; and at the time of completion of each sale to a U.S. Purchaser, the Agent, any U.S. Affiliate, their respective affiliates or any person acting on any of their behalf will have reasonable grounds to believe and will believe, that each such U.S. Purchaser is a Qualified Institutional Buyer or an Accredited Investor, as applicable. 7. Offers and sales of Brokered Securities to, or for the account or benefit of, persons in the United States or U.S. Persons have not been and shall not be made by any form of General Solicitation or General Advertising in connection with the offer of the Offered Securities by the Agent through the U.S. Affiliate for sale by the Corporation to or for the account or benefit of U.S. Persons or persons in the United States, or has offered or will offer any Offered Securities in any manner involving a public offering in the United States within the meaning of Section 4(a)(2) of the U.S. Securities Act. 85. At least one Business Day prior to the Closing Date and prior to any closing of the Over- Allotment Option, it shall provide the Company and its transfer agent with a list of all U.S. Purchasers of the Special Warrants, together with their addresses (including state of residence), the number of Special Warrants purchased and the registration and delivery instructions for the Special Warrants. 9. Prior to any sale by the Company of Special Warrants to U.S. Purchasers identified by the The Agent, the Agent shall cause each such U.S. Purchaser to execute and deliver to the Company, the Agents and through the U.S. AffiliatesAffiliate, duly completed has only offered and executed Subscription Agreements from such U.S. Purchasers, including Schedule “D” – Annex 1 will offer the Offered Securities to or Schedule “D” – Annex 2 thereto (as applicable). 10. All offerees of the Brokered Securities that are, or are acting for the account or benefit of, of U.S. Persons or persons in the United States States, with respect to which it has a pre- existing relationship and has or had reasonable grounds to believe and does and did believe that, immediately prior to soliciting any such offeree and at the time of the completion of any sale to a U.S. Purchaser, each such offeree and each U.S. Purchaser of Offered Securities was a Qualified Institutional Buyer or U.S. Persons shall be informed that the Brokered Securities have not been and will not be registered under the U.S. Securities Act or any state securities laws and are being offered and sold to such U.S. Purchasers Accredited Investor, as applicable, in reliance on compliance with the exemption from the registration requirements of the U.S. Securities Act provided by Rule 506(b) of Regulation D and similar exemptions under applicable U.S. state securities laws. 116. The Agent understands that all Brokered Securities issued to U.S. Purchasers that are Accredited Investors (but not Qualified Institutional Buyers) in the Offering will be issued in definitive physical form and will bear a United States restrictive legend substantially in the form set forth in Schedule “D” – Annex 1 to the Subscription Agreement. 12. None All offerees of the Agent, any U.S. Affiliate, their respective affiliates or any person acting on any of their behalf has engaged or will engage in any violation of Regulation M under the U.S. Exchange Act in connection with this Offering. 13. With respect to Regulation D Securities, none of (i) the Agent or any U.S. Affiliate, (ii) the Agent’s or the U.S. Affiliate’s general partners or managing members, (iii) any of the Agent’s or the U.S. Affiliate’s directors, executive officers or other officers participating in the offering of the Regulation D Securities, (iv) any of the Agent’s or the U.S. Affiliate’s general partners’ or managing members’ directors, executive officers or other officers participating in the offering of the Regulation D Offered Securities or (v) any other person associated with any of the above persons, that has been or will be paid (directly or indirectly) remuneration for solicitation of Purchasers in connection with sale of Regulation D Securities (each, a “Dealer Covered Person” and, collectively, the “Dealer Covered Persons”), is subject to any Disqualification Event except for a Disqualification Event (i) contemplated by Rule 506(d)(2) of the U.S. Securities Act and (ii) a description of which has been furnished in writing to the Company prior to the date hereof or, in the case of a Disqualification Event occurring after the date hereof, prior to the date of any sale of the Regulation D Securities. It will notify the Company in writing, prior to the Closing Date and any closing of the Over-Allotment Option of (a) any Disqualification Event relating to any Dealer Covered Person not previously disclosed to the Company hereunder, any (b) any event that would, with the passage of time, become a Disqualification Event relating to any Dealer Covered Person. As of the Closing Date and any closing of the Over- Allotment Option, the Agent is not aware of any person (other than any Dealer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of Purchasers in connection with the sale of any Regulation D Securities. It will notify the Company, prior to the Closing Date or any closing of the Over-Allotment Option of any agreement entered into between it and any such person in connection with such sale. No Dealer Covered Person has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of the Non-Brokered Securities in the Non-Brokered Private Placement pursuant to Rule 506(b) of Regulation D under the U.S. Securities Act. 14. None of the Agent, any U.S. Affiliate, their respective affiliates or any person acting on any of their behalf will (i) take an action that would cause the exemption provided by Section 3(a)(9) of the U.S. Securities Act to be unavailable for the exchange of Special Warrants for the Units, the Units Shares and the Warrantsare, or (ii) receive any commission or other remuneration, directly or indirectly, for soliciting the exchange of Special Warrants for the Units, the Unit Shares and the Warrants. 15. At Closing, the Agent, together with any U.S. Affiliate, will provide a certificate, substantially in the form of Exhibit A to this Schedule “A”, relating to the manner of the offer and sale of the Brokered Securities to, or are acting for the account or benefit of, persons in the United States and or U.S. Persons, or will Persons solicited by it shall be deemed to have represented that they did not offer or sell Brokered Securities to, or for the account or benefit of, persons in the United States and U.S. Persons. 16. The Agent acknowledges informed that the Compensation Offered Securities and Warrant Shares have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United StatesStates and that the Offered Securities are being offered and sold to such persons in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Rule 506(b) of Regulation D, and similar exemptions under applicable state securities laws. 7. In connection with It agrees to deliver, through the issuance of U.S. Affiliate, if applicable, to each offeree to whom it offers to sell or from whom it solicits any Compensation offer to buy the Offered Securities to it, the Agent represents, warrants and covenants that (i) it is acquiring the Compensation Securities as principal for its own account and not or is acting for the account or benefit of any other person; (ii) it is not a U.S. Person and is not acquiring the Compensation Securities in the United States, or on behalf of a U.S. Person or a person located in the United States; and (iii) the Agency Agreement was executed and delivered outside the United States. The Agent acknowledges and agrees that any Agent Warrants, Agent Unit Warrants and CF Fee Warrants may not be exercised in the United States or by a U.S. Person, the U.S. Placement Memorandum, including the Preliminary Prospectus and/or the Final Prospectus, as applicable. No other written material will be used in connection with the offer or on behalf sale of the Offered Securities to, or for the account or benefit of a U.S. Person or a person of, persons in the United StatesStates or U.S. Persons. 8. Prior to completion of any sale of Offered Securities to a U.S. Purchaser, unless each such exercise U.S. Purchaser thereof that is exempt from registration under purchasing Offered Securities will be provided with the final U.S. Placement Memorandum and each U.S. Accredited Investor will be required to provide to the Agent, or the U.S. Affiliate offering the Offered Securities Act for sale by the Corporation, an executed copy of the U.S. Accredited Investor Agreement, and each Qualified Institutional Buyer will be required to provide to the Agent, or the U.S. Affiliate offering the Offered Securities for sale by the Corporation, an executed copy of the U.S. QIB Letter, and the applicable securities laws Agent shall provide the Corporation with copies of any state all such completed and executed U.S. Accredited Investor Agreements for acceptance by the Corporation and copies of all such completed and executed U.S. QIB Letters. 9. At least two Business Days prior to the United States.Closing Date, it will provide the Corporation with a list of all U.S.

Representations, Warranties and Covenants of the Agents. Each Agent represent (on its own behalf and warrant to on behalf of its respective U.S. Placement Agent) severally, but not jointly or jointly and covenant and agree with the Company as at the date hereof and as at the Closing Date and as at any closing of the Over-Allotment Optionseverally, that: 1. It acknowledges that the Brokered Securities Offered Shares have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws and may not be offered offered, sold or sold delivered, directly or indirectly, to any U.S. Person or any person within the United States, except to Qualified Institutional Buyers or to Accredited Investors pursuant to an exclusion or available exemption from the registration requirements of the U.S. Securities Act and similar exemptions under applicable U.S. state securities laws. It Accordingly, the Agent (on its own behalf and on behalf of its U.S. Placement Agent) severally, but not jointly or jointly and severally, represents, warrants and covenants to the Corporation, as of the date hereof and as of the Closing Date, and will cause its U.S. Placement Agent to comply with such representations, warranties and covenants, that: 1. Except with respect to offers and sales in accordance with this Schedule “A” to Accredited Investors (including Qualified Institutional Buyers) in the United States and/or to U.S. persons pursuant to an available exemption from registration under the U.S. Securities Act and applicable exemptions under state securities laws, it has offered and sold sold, and will offer and sell sell, the Brokered Securities Offered Shares forming part of its allotment only (i) in an Offshore Transaction in accordance with Rule 903 of Regulation S, or (ii) to, or for the account or benefit of persons in the United States and U.S. Persons as provided in this Schedule “A”. Accordingly, none of the such Agent, any U.S. Affiliate, their respective its affiliates or any persons acting on any of its or their behalf: (i) have engaged , has made or will engage in any Directed Selling Efforts; or make (ii) except as permitted by in this Schedule “A”, have made or will make ): (xi) any offers offer to sell, sell or any solicitation of an offer to buy, Brokered Securities any Offered Shares to any U.S. Person or person in the United States or States; (yii) any sale of Brokered Securities Offered Shares to any Purchaser purchaser unless, at the time the buy order was or is will have been originated, the Purchaser purchaser was outside the United States, or such Agent, its affiliates or persons acting on its or their behalf reasonably believed that such purchaser was outside the United States and not a U.S. Person, and not acting for the account or benefit of a person in the United States or a U.S. Person, or the Agent, any U.S. Affiliate, their respective affiliates or any person acting on any of their behalf reasonably believed that such Purchaser was outside the United States and not a U.S. Person, and not acting for the account or benefit of a person in the United States or a U.S. Person. None of the Agent, any U.S. Affiliate, their respective affiliates or any persons acting on any of their behalf has made or will make any offers or sales of the Non-Brokered Securities in the Non-Brokered Private Placement. 2. It has not entered and will not enter into any contractual arrangement with respect to the offer and sale of the Brokered Securities, except with any U.S. Affiliate, any Selling Firm or with the prior written consent of the Company. 3. It shall require any U.S. Affiliate and any Selling Firm to agree, for the benefit of the Company, to comply with, and shall use its best efforts to ensure that any U.S. Affiliate and any Selling Firm complies with, the provisions of this Schedule “A” as if such provisions applied to such U.S. Affiliate and Selling Firm. 4. Any offers of the Brokered Securities by it to, or for the account or benefit of, persons in the United States and U.S. Persons for sale by the Company will be effected by its U.S. Affiliate (if any) in accordance with all applicable U.S. federal and state broker-dealer requirements. Such U.S. Affiliate is, and will be on the date of each offer by it and sale by the Company of Brokered Securities to, or for the account or benefit of, a person in the United States or a U.S. Person, duly registered as a broker-dealer pursuant to Section 15(b) of the U.S. Exchange Act and the securities laws of each state in which such offer or sale is made (unless exempted from the respective state’s broker-dealer registration requirements) and a member of and in good standing with the Financial Industry Regulatory Authority, Inc. 5. All offers, or solicitation of offers to buy Brokered Securities that have been made or will be made, were or will be made only (i) to, or for the account or benefit of, persons in the United States or U.S. Persons that Accredited Investors and/or Qualified Institutional Buyers in transactions that are exempt from the registration requirements of the U.S. Securities Act pursuant to Rule 506(b) of Regulation D and exempt from registration under all applicable state securities laws, and (ii) outside the United States to non-U.S. Persons in Offshore Transactions that are excluded from registration pursuant to Rule 903 of Regulation S. 6. Immediately prior to making offers to, or for the account or benefit of, persons in the United States or U.S. Persons, the Agent, any U.S. Affiliate, their respective affiliates or any person acting on any of their behalf had reasonable grounds to believe and did believe that each such offeree was a Qualified Institutional Buyer or an Accredited Investor, as applicable, with respect to which the Agent or its U.S. Affiliate had a pre-existing business relationshipPerson; and at the time of completion of each sale to a U.S. Purchaser, the Agent, any U.S. Affiliate, their respective affiliates or any person acting on any of their behalf will have reasonable grounds to believe and will believe, that each such U.S. Purchaser is a Qualified Institutional Buyer or an Accredited Investor, as applicable. 7. Offers and sales of Brokered Securities to, or for the account or benefit of, persons in the United States or U.S. Persons have not been and shall not be made by any form of General Solicitation or General Advertising or in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act. 8. At least one Business Day prior to the Closing Date and prior to any closing of the Over- Allotment Option, it shall provide the Company and its transfer agent with a list of all U.S. Purchasers of the Special Warrants, together with their addresses (including state of residence), the number of Special Warrants purchased and the registration and delivery instructions for the Special Warrants. 9. Prior to any sale by the Company of Special Warrants to U.S. Purchasers identified by the Agent, the Agent shall cause each such U.S. Purchaser to execute and deliver to the Company, the Agents and the U.S. Affiliates, duly completed and executed Subscription Agreements from such U.S. Purchasers, including Schedule “D” – Annex 1 or Schedule “D” – Annex 2 thereto (as applicable). 10. All offerees of the Brokered Securities that are, or are acting for the account or benefit of, persons in the United States or U.S. Persons shall be informed that the Brokered Securities have not been and will not be registered under the U.S. Securities Act or any state securities laws and are being offered and sold to such U.S. Purchasers in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Rule 506(b) of Regulation D and similar exemptions under applicable state securities laws. 11. The Agent understands that all Brokered Securities issued to U.S. Purchasers that are Accredited Investors (but not Qualified Institutional Buyers) in the Offering will be issued in definitive physical form and will bear a United States restrictive legend substantially in the form set forth in Schedule “D” – Annex 1 to the Subscription Agreement. 12. None of the Agent, any U.S. Affiliate, their respective affiliates or any person acting on any of their behalf has engaged or will engage in any violation of Regulation M under the U.S. Exchange Act in connection with this Offering. 13. With respect to Regulation D Securities, none of (i) the Agent or any U.S. Affiliate, (ii) the Agent’s or the U.S. Affiliate’s general partners or managing members, (iii) any of the Agent’s or the U.S. Affiliate’s directors, executive officers or other officers participating in the offering of the Regulation D Securities, (iv) any of the Agent’s or the U.S. Affiliate’s general partners’ or managing members’ directors, executive officers or other officers participating in the offering of the Regulation D Securities or (v) any other person associated with any of the above persons, that has been or will be paid (directly or indirectly) remuneration for solicitation of Purchasers in connection with sale of Regulation D Securities (each, a “Dealer Covered Person” and, collectively, the “Dealer Covered Persons”), is subject to any Disqualification Event except for a Disqualification Event (i) contemplated by Rule 506(d)(2) of the U.S. Securities Act and (ii) a description of which has been furnished in writing to the Company prior to the date hereof or, in the case of a Disqualification Event occurring after the date hereof, prior to the date of any sale of the Regulation D Securities. It will notify the Company in writing, prior to the Closing Date and any closing of the Over-Allotment Option of (a) any Disqualification Event relating to any Dealer Covered Person not previously disclosed to the Company hereunder, any (b) any event that would, with the passage of time, become a Disqualification Event relating to any Dealer Covered Person. As of the Closing Date and any closing of the Over- Allotment Option, the Agent is not aware of any person (other than any Dealer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of Purchasers in connection with the sale of any Regulation D Securities. It will notify the Company, prior to the Closing Date or any closing of the Over-Allotment Option of any agreement entered into between it and any such person in connection with such sale. No Dealer Covered Person has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of the Non-Brokered Securities in the Non-Brokered Private Placement pursuant to Rule 506(b) of Regulation D under the U.S. Securities Act. 14. None of the Agent, any U.S. Affiliate, their respective affiliates or any person acting on any of their behalf will (i) take an action that would cause the exemption provided by Section 3(a)(9) of the U.S. Securities Act to be unavailable for the exchange of Special Warrants for the Units, the Units Shares and the Warrants, or (ii) receive any commission or other remuneration, directly or indirectly, for soliciting the exchange of Special Warrants for the Units, the Unit Shares and the Warrants. 15. At Closing, the Agent, together with any U.S. Affiliate, will provide a certificate, substantially in the form of Exhibit A to this Schedule “A”, relating to the manner of the offer and sale of the Brokered Securities to, or for the account or benefit of, persons in the United States and U.S. Persons, or will be deemed to have represented that they did not offer or sell Brokered Securities to, or for the account or benefit of, persons in the United States and U.S. Persons. 16. The Agent acknowledges that the Compensation Securities have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States. In connection with the issuance of any Compensation Securities to it, the Agent represents, warrants and covenants that (i) it is acquiring the Compensation Securities as principal for its own account and not for the benefit of any other person; (ii) it is not a U.S. Person and is not acquiring the Compensation Securities in the United States, or on behalf of a U.S. Person or a person located in the United States; and (iii) the Agency Agreement was executed and delivered outside the United States. The Agent acknowledges and agrees that any Agent Warrants, Agent Unit Warrants and CF Fee Warrants may not be exercised in the United States or by or on behalf or for the benefit of a U.S. Person or a person in the United States, unless such exercise is exempt from registration under the U.S. Securities Act and the applicable securities laws of any state of the United States.

Representations, Warranties and Covenants of the Agents. 2.1 Each Agent represent Agent, severally and warrant not jointly, represents, warrants and covenants, and will cause its U.S. Affiliate to comply with such representations, warranties and covenants, to and covenant and agree with the Company Company, as at the date hereof and as at the Closing Date and as at any closing of the Over-Allotment OptionDate, that: 1. It acknowledges (a) the Agent acknowledges, on behalf of itself and its U.S. Affiliate, that the Brokered Offered Securities have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws laws, and may not be offered and sold only in transactions exempt from or sold except pursuant not subject to an exclusion or exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. It has The Offered Securities may be offered and sold in the United States only pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by Rule 506(b) of Regulation D and will offer in compliance with applicable U.S. state securities laws, and sell the Brokered Offered Securities may be offered and sold outside the United States only (i) in an Offshore Transaction in accordance with Rule 903 of Regulation S, or (ii) to, or for the account or benefit of persons S and in the United States compliance with applicable local laws and U.S. Persons as provided in this Schedule “A”regulations. Accordingly, none of the Agent, any its affiliates (including the U.S. Affiliate), their respective affiliates or any persons acting on any of their behalf: behalf (i) have engaged or will engage in any Directed Selling Efforts; or (ii) except as permitted by this Schedule “A”), have made or will make (xi) any offers offer to sell, sell or any solicitation of an offer to buy, Brokered buy any Offered Securities in the United States or States, (yii) any sale of Brokered Offered Securities to any Purchaser unless, unless at the time the Purchaser made its buy order was or is originatedtherefor, the Purchaser was outside the United States and not a U.S. Person, and not acting for the account or benefit of a person in the United States or a U.S. Person, or the Agent, any its affiliates (including its U.S. Affiliate), their respective affiliates or any person and other persons acting on any of their behalf reasonably believed that such Purchaser person was outside the United States and not a U.S. PersonStates, and not acting for or (iii) any Directed Selling Efforts with respect to the account or benefit of a person in Offered Securities; (b) the United States or a U.S. Person. None of the Agent, any U.S. Affiliate, their respective affiliates or any persons acting on any of their behalf has made or will make any offers or sales of the Non-Brokered Securities in the Non-Brokered Private Placement. 2. It Agent has not entered and will not enter into any contractual arrangement agreement with respect to the offer and sale of the Brokered Offered Securities, except with any its U.S. Affiliate, any Selling Firm a selling group member, or otherwise with the prior written consent of the Company. 3. It The Agent shall require any cause its U.S. Affiliate and any Selling Firm selling group member appointed by it to agree, for the benefit of the Company, to comply with, and shall use its best efforts to ensure that any the U.S. Affiliate and any Selling Firm such selling group member complies with, the same provisions of this Schedule “A” as if such provisions applied apply to such U.S. Affiliate and Selling Firm.the Agent; 4. Any (c) all offers of Offered Securities made by the Brokered Securities by it to, or for the account or benefit of, persons Agent in the United States and U.S. Persons for sale by the Company will have been and shall be effected by made solely through its U.S. Affiliate (if any) in accordance with all applicable U.S. federal and state broker-dealer requirements. Such U.S. Affiliate Affiliate, which is, and will be on the date dates of each offer by it such offers and sale by the Company of Brokered Securities to, or for the account or benefit of, a person in the United States or a U.S. Personsales was and will be, duly registered as a broker-broker or dealer pursuant to under Section 15(b) of the U.S. Exchange Act and under the securities laws of each state all states in which such offer offers or sale is sales were made (unless exempted exempt from the respective state’s such states’ broker-dealer registration requirements) and a member of of, and in good standing with, FINRA, in accordance with all applicable United States federal and state securities laws and regulations, including those governing the Financial Industry Regulatory Authorityregistration and conduct of brokers and dealers; (d) the Agent agrees to deliver, Inc.through its U.S. Affiliate, to each person in the United States to whom it offers to sell or from whom it solicits any offer to buy the Offered Securities a Subscription Agreement; each offeree of Offered Securities that is in the United States has been or will be provided with a copy of the same information regarding the Company and the Offering as has been or will be provided by the Agents to offerees and Purchasers of Offered Securities in Canada; 5. All offers(e) any offers of, or solicitation of offers to buy Brokered buy, Offered Securities that have been made or will be mademade by the Agent, through its U.S. Affiliate, (i) in the United States, were or will be made only (i) to, or for the account or benefit of, persons in the United States or U.S. Persons that Accredited Investors and/or to Qualified Institutional Buyers or U.S. Accredited Investors, as applicable, in transactions that are exempt from the registration requirements of the U.S. Securities Act pursuant to Rule 506(b) of Regulation D and exempt from registration under all applicable state securities laws, and (ii) to persons outside the United States to non-U.S. Persons were or will be made in Offshore Transactions that are excluded from registration pursuant to in compliance with Rule 903 of Regulation S.S; 6. Immediately prior to making offers to, or for the account or benefit of, persons in the United States or U.S. Persons, (f) none of the Agent, any its affiliates (including its U.S. Affiliate), their respective affiliates or any person acting on any of their behalf had reasonable grounds to believe and did believe that each such offeree was a Qualified Institutional Buyer behalf, have engaged in or an Accredited Investor, as applicable, with respect to which the Agent or its U.S. Affiliate had a pre-existing business relationship; and at the time of completion of each sale to a U.S. Purchaser, the Agent, any U.S. Affiliate, their respective affiliates or any person acting on any of their behalf will have reasonable grounds to believe and will believe, that each such U.S. Purchaser is a Qualified Institutional Buyer or an Accredited Investor, as applicable. 7. Offers and sales of Brokered Securities to, or for the account or benefit of, persons engage in the United States or U.S. Persons have not been and shall not be made by any form of General Solicitation or General Advertising in connection with the offer and sale of the Offered Securities in the United States or have otherwise engaged or will engage in any manner conduct involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act.Act in connection with the offer and sale of the Offered Securities in the United States; 8. At (g) immediately prior to offering the Offered Securities in the United States, the Agent or its U.S. Affiliate had or will have reasonable grounds to believe and did or will believe that such offeree is a Qualified Institutional Buyer or a U.S. Accredited Investor, as applicable, and at the Closing Time, the Agent and its U.S. Affiliate shall have reasonable grounds to believe and shall believe that each U.S. Purchaser is a Qualified Institutional Buyer or a U.S. Accredited Investor, as applicable; (h) prior to the completion of any sale of the Offered Securities to a U.S. Purchaser solicited by the Agent, acting through its U.S. Affiliate, each such U.S. Purchaser will be required by the Agent, acting through its U.S. Affiliate, to execute and deliver a Subscription Agreement in the appropriate form, including the U.S. Purchaser Letter for Qualified Institutional Buyers attached thereto as Schedule “E”-1 (for Qualified Institutional Buyers) or the U.S. Purchaser Letter for U.S. Accredited Investors attached thereto as Schedule “E”-2 (for U.S. Accredited Investors), and the Agent and its U.S. Affiliate shall provide the Company with copies of all such completed and executed agreements for acceptance by the Company prior to the completion of any sale of the Offered Securities; (i) at least one two Business Day Days prior to the Closing Date and prior to any closing of the Over- Allotment OptionDate, it shall will provide the Company and its transfer agent with a list of all U.S. Purchasers of the Special Warrants, together with their addresses (including state of residence), the number of Special Warrants purchased and the registration and delivery instructions for the Special Warrants. 9. Prior to any sale solicited by the Company of Special Warrants to U.S. Purchasers identified by the Agent, the Agent shall cause each such U.S. Purchaser to execute and deliver to the Company, the Agents and the U.S. Affiliates, duly completed and executed Subscription Agreements from such U.S. Purchasers, including Schedule “D” – Annex 1 or Schedule “D” – Annex 2 thereto (as applicable). 10. All offerees of the Brokered Securities that are, or are acting for the account or benefit of, persons in the United States or U.S. Persons shall be informed that the Brokered Securities have not been and will not be registered under the U.S. Securities Act or any state securities laws and are being offered and sold to such U.S. Purchasers in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Rule 506(b) of Regulation D and similar exemptions under applicable state securities laws. 11. The Agent understands that all Brokered Securities issued to U.S. Purchasers that are Accredited Investors (but not Qualified Institutional Buyers) in the Offering will be issued in definitive physical form and will bear a United States restrictive legend substantially in the form set forth in Schedule “D” – Annex 1 to the Subscription Agreement. 12. None of the Agent, any U.S. Affiliate, their respective affiliates or any person acting on any of their behalf has engaged or will engage in any violation of Regulation M under the U.S. Exchange Act in connection with this Offering. 13. With respect to Regulation D Securities, none of (i) the Agent or any U.S. Affiliate, (ii) the Agent’s or the U.S. Affiliate’s general partners or managing members, ; (iiij) any of the Agent’s or the U.S. Affiliate’s directors, executive officers or other officers participating in the offering of the Regulation D Securities, (iv) any of the Agent’s or the U.S. Affiliate’s general partners’ or managing members’ directors, executive officers or other officers participating in the offering of the Regulation D Securities or (v) any other person associated with any of the above persons, that has been or will be paid (directly or indirectly) remuneration for solicitation of Purchasers in connection with sale of Regulation D Securities (each, a “Dealer Covered Person” and, collectively, the “Dealer Covered Persons”), is subject to any Disqualification Event except for a Disqualification Event (i) contemplated by Rule 506(d)(2) of the U.S. Securities Act and (ii) a description of which has been furnished in writing to the Company prior to the date hereof or, in the case of a Disqualification Event occurring after the date hereof, prior to the date of any sale of the Regulation D Securities. It will notify the Company in writing, prior to at the Closing Date and any closing of the Over-Allotment Option of (a) any Disqualification Event relating to any Dealer Covered Person not previously disclosed to the Company hereunder, any (b) any event that would, with the passage of time, become a Disqualification Event relating to any Dealer Covered Person. As of the Closing Date and any closing of the Over- Allotment Option, the Agent is not aware of any person (other than any Dealer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of Purchasers in connection with the sale of any Regulation D Securities. It will notify the Company, prior to the Closing Date or any closing of the Over-Allotment Option of any agreement entered into between it and any such person in connection with such sale. No Dealer Covered Person has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of the Non-Brokered Securities in the Non-Brokered Private Placement pursuant to Rule 506(b) of Regulation D under the U.S. Securities Act. 14. None of the Agent, any U.S. Affiliate, their respective affiliates or any person acting on any of their behalf will (i) take an action that would cause the exemption provided by Section 3(a)(9) of the U.S. Securities Act to be unavailable for the exchange of Special Warrants for the Units, the Units Shares and the Warrants, or (ii) receive any commission or other remuneration, directly or indirectly, for soliciting the exchange of Special Warrants for the Units, the Unit Shares and the Warrants. 15. At ClosingTime, the Agent, together with any its U.S. Affiliate, will provide a certificate, substantially in the form of Exhibit A I to this Schedule “A”, relating to the manner of the offer and sale of the Brokered Offered Securities to, or for the account or benefit of, persons in the United States and U.S. Persons, or will be deemed to have represented that they did not offer or sell Brokered Offered Securities toin the United States; (k) the Agent will inform, or for the account or benefit ofand cause its U.S. Affiliate to inform, persons each offeree that is in the United States that: (i) the Offered Securities have not been and will not be registered under the U.S. Persons.Securities Act or under any state securities laws; (ii) the Offered Securities are being offered and sold to it without registration under the U.S. Securities Act and in reliance upon exemptions from registration under applicable U.S. state securities laws; (iii) the Offered Securities are, or will when issued be, “restricted securities” within the meaning of Rule 144 under the U.S. Securities Act and can only be offered, sold, pledged or otherwise transferred, directly or indirectly, to the Company or pursuant to an applicable exemption or exclusion from registration under the U.S. Securities Act and in compliance with applicable state or local laws and regulations (and in compliance with the terms and conditions set forth in the Subscription Agreement executed by a U.S. Purchaser, including the U.S. Purchaser Letter for Qualified Institutional Buyers attached thereto as Schedule “E”-1 (for Qualified Institutional Buyers) or the U.S. Purchaser Letter for U.S. Accredited Investors attached thereto as Schedule “E”-2 (for U.S. Accredited Investors)); 16. The (l) none of the Agent, its affiliates (including its U.S. Affiliate), or any person acting on any of their behalf, has engaged or will engage in any violation of Regulation M in connection with the Offering; (m) the Agent acknowledges that the Compensation Securities Broker Warrants and the Broker Shares issuable upon exercise of the Broker Warrants (together, the “Broker Securities”) have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States. In connection with the issuance of any Compensation Securities to itthe Broker Securities, the Agent represents, warrants warrants, and covenants that (i) it is acquiring or will acquire the Compensation Broker Securities as principal for its own account and not for the benefit of any other person; . The Agent represents, warrants, and covenants that (iii) it is not in the United States or a U.S. Person and is not acquiring and will not acquire the Compensation Broker Securities in the United States, or on behalf of a U.S. Person or a person located in the United States; and (iiiii) the Agency this Agreement was executed and delivered outside the United States. The Agent acknowledges and agrees that any Agent Warrants, Agent Unit Warrants and CF Fee the Broker Warrants may not be exercised in the United States or by or on behalf or for the benefit of a U.S. Person or a person in the United States, unless such exercise is not subject to, or is exempt from from, registration under the U.S. Securities Act and applicable U.S. state securities laws. The Agent agrees that it will not engage in any Directed Selling Efforts with respect to any Broker Securities, and will not offer or sell any Broker Securities in the United States except in compliance with an exemption from the registration requirements of the U.S. Securities Act and all applicable U.S. state securities laws laws; and (n) with respect to the Offered Securities to be offered and sold hereunder in reliance on Rule 506(b) of Regulation D (the “Regulation D Securities”), none of the Agent, its U.S. Affiliate, any selling group member, any of their respective general partners or managing members, any director or executive officer of any state of the United Statesforegoing, any other officer of any of the foregoing participating in the offer and sale of the Regulation D Securities, or any other officer or employee of any of the foregoing that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers of the Regulation D Securities (each, a “Dealer Covered Person” and, together, the “Dealer Covered Persons”) is subject to any Disqualification Event except for a Disqualification Event (i) covered by Rule 506(d)(2) of Regulation D and (ii) a description of which has been furnished in writing to the Company prior to the date hereof. Neither the Agent nor its U.S. Affiliate has paid or will pay, nor is it aware of any other person that has paid or will pay, directly or indirectly, any remuneration to any person (other than the Dealer Covered Persons) for solicitation of purchasers of the Regulation D Securities.