Common use of The Offering Clause in Contracts

The Offering. (a) The Corporation hereby agrees to secure compliance with all Applicable Securities Laws on a timely basis in connection with the distribution of the Debentures and the Corporation will execute and file with the Securities Commissions all forms, notices and certificates relating to the Offering required to be filed pursuant to the Applicable Securities Laws in the Offering Jurisdictions in the time required by Applicable Securities Laws in the Offering Jurisdictions. (b) The Corporation hereby appoints the Agent as exclusive Agent, to offer and sell the Debentures on a commercially reasonable efforts basis and the Agent hereby accepts such appointment. Notwithstanding anything to the contrary contained herein or any oral representations or assurances previously or subsequently made by the parties hereto, this Agreement does not constitute a commitment by, or legally binding obligation of, the Agent or any of its respective affiliates to act as underwriters, initial purchasers, arrangers, and/or placement Agent in connection with any offering of securities of the Corporation, including the Debentures, or to provide or arrange any financing, other than the appointment as Agent in connection with the Offering in accordance with the prior sentence and otherwise on the terms set forth herein. The Agent understands that the Corporation will concurrently issue and sell Debentures to purchasers pursuant to the Non-Brokered Placement. (c) The Corporation understands that the Agent will have the right to and will use commercially reasonable efforts to arrange for the Debentures to be purchased by the Subscribers: (i) in the Offering Jurisdictions on a private placement basis in compliance with Applicable Securities Laws such that the offer and sale of the Debentures does not obligate the Corporation to file a prospectus; and (ii) in such other jurisdictions as consented to by the Corporation on a private placement basis in compliance with all Applicable Securities Laws of such other jurisdictions provided that no prospectus, registration statement or similar document is required to be filed in such jurisdiction, no registration or similar requirement would apply with respect to the Corporation in such other jurisdictions and the Corporation does not thereafter become subject to on-going continuous disclosure obligations in such other jurisdictions. (d) Neither the Corporation nor the Agent will: (i) provide to any prospective purchasers of Debentures any document or other material that would constitute an offering memorandum within the meaning of Applicable Securities Laws; or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Debentures, including any advertisement, article, notice or other communication published in any newspaper, magazine, printed public media, printed media or similar media, or broadcast over radio, television or telecommunications, including electronic display, or any seminar or meeting relating to the offer and sale of the Debentures whose attendees have been invited by general solicitation or advertising.

The Offering. 2.1 Subject to the terms and conditions of this Agreement, the Agents shall offer for sale the Flow-Through Shares in the Canadian Selling Jurisdictions on a commercially reasonable agency basis in compliance with all Applicable Securities Laws pursuant to the LIFE such that the offer and sale of the Flow-Through Shares does not obligate the Company to file a prospectus, a registration statement or other offering document or deliver an offering memorandum or other offering document under Applicable Securities Laws, other than the Offering Document. 2.2 The parties to this Agreement acknowledge that the Offered Securities have not been and will not be registered under the U.S. Securities Act and may not be offered or sold in the United States except pursuant to available exemptions from the registration requirements of the U.S. Securities Act and similar exemptions under applicable securities laws of any state of the United States. The parties agree that (ai) the Agents will not arrange for Initial Purchasers of the Flow-Through Shares in the United States, and (ii) any offer to purchase any Resale Shares to investors in the United States will be made by the Agents, acting through their respective U.S. Affiliates, in accordance with this Agreement, on a private- placement basis to "accredited investors" (as defined in Rule 501(a) of Regulation D under the U.S. Securities Act) in the United States, it being understood and agreed that such sales do not trigger: (i) any obligation to prepare and file a prospectus, offering memorandum, registration statement or similar disclosure documents; or (ii) any registration or other obligation on the part of the Company including, but not limited to, any continuing obligation in that jurisdiction. 2.3 The Corporation Company hereby agrees to secure compliance comply with all Applicable Securities Laws on a timely basis in connection with the distribution of Offering and undertakes to file, or cause to be filed, within the Debentures and the Corporation will execute and file with the periods stipulated under Applicable Securities Commissions Laws, all forms, notices and certificates relating to the Offering documents or undertakings required to be filed pursuant to the Applicable Securities Laws in the Offering Jurisdictions in the time required by Applicable Securities Laws in the Offering Jurisdictions. (b) The Corporation hereby appoints the Agent as exclusive Agent, to offer and sell the Debentures on a commercially reasonable efforts basis and the Agent hereby accepts such appointment. Notwithstanding anything to the contrary contained herein or any oral representations or assurances previously or subsequently made by the parties hereto, this Agreement does not constitute a commitment by, or legally binding obligation of, the Agent or any of its respective affiliates to act as underwriters, initial purchasers, arrangers, and/or placement Agent in connection with any offering of securities of the Corporation, including the Debentures, or to provide or arrange any financing, other than the appointment as Agent Company in connection with the Offering in accordance with the prior sentence and otherwise on the terms set forth herein. The Agent understands that the Corporation will concurrently issue and sell Debentures to purchasers pursuant to the Non-Brokered Placement. (c) The Corporation understands that the Agent will have the right to and will use commercially reasonable efforts to arrange for the Debentures to be purchased by the Subscribers: (i) in the Offering Jurisdictions on a private placement basis in compliance with Applicable Securities Laws such that the offer and sale of the Debentures does not obligate Offered Securities so that the Corporation to file distribution of the Offered Securities may lawfully occur without the necessity of filing a prospectus; and (ii) , a registration statement or other offering document with any Commission in such other jurisdictions as consented the Selling Jurisdictions, and the Agents agree to by assist the Corporation on a private placement basis Company in all reasonable respects to secure compliance with all Applicable Securities Laws of regulatory requirements in connection with the Offering. All fees payable in connection with such other jurisdictions provided that no prospectus, registration statement or similar document is required to filings shall be filed in such jurisdiction, no registration or similar requirement would apply with respect to paid by the Corporation in such other jurisdictions and the Corporation does not thereafter become subject to on-going continuous disclosure obligations in such other jurisdictionsCompany. (d) 2.4 Neither the Corporation Company nor the Agent willAgents shall: (i) provide to any prospective purchasers of Debentures the Offered Securities any document or other material that would constitute an offering memorandum or "future-oriented financial information" within the meaning of Applicable Securities Laws, except for the Offering Document; or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the DebenturesOffered Securities, including any advertisementbut not limited to, article, notice or other communication published causing the sale of the Offered Securities to be advertised in any newspaper, magazine, printed public media, printed media or similar mediamedium of general and regular paid circulation, or broadcast over radio, television or telecommunications, including electronic display, or conduct any seminar or meeting relating to the offer and sale of the Debentures Offered Securities whose attendees have been invited by general solicitation or advertising.

The Offering. (a) The sale of the Offered Securities to the Purchasers shall be effected in a manner that is in compliance with applicable Securities Laws and upon the terms and conditions set out in the Prospectus and in this Agreement. The Agents will use their best efforts to arrange for Purchasers for the Units in the Qualifying Jurisdictions and in those Selling Jurisdictions outside Canada as may be agreed upon by the Agents and the Corporation, acting reasonably, in connection with the Offering; provided, however, it is understood that the Agents are under no obligation to purchase any of the Units. (b) Each Purchaser resident in a Qualifying Jurisdiction shall purchase the Offered Securities pursuant to the Final Prospectus. Each Purchaser in the United States shall purchase the Offered Securities pursuant to the U.S. Placement Memorandum and in accordance with Schedule “A” to this Agreement. Each other Purchaser shall purchase the Offered Securities in accordance with such procedures as the Corporation and the Agents may mutually agree, acting reasonably, in order to fully comply with applicable Securities Laws and the Corporation hereby agrees to secure compliance comply with all Applicable Securities Laws Laws, including as to the filing of any notices or forms, on a timely basis in connection with the distribution of the Debentures Offered Securities so that the distribution of the Offered Securities in the Selling Jurisdictions outside of Canada and the Corporation will execute and file United States may lawfully occur so as not to require registration or filing of a prospectus with the Securities Commissions all forms, notices and certificates relating to the Offering required to be filed pursuant to the Applicable Securities Laws in the Offering Jurisdictions in the time required by Applicable Securities Laws in the Offering Jurisdictions. (b) The Corporation hereby appoints the Agent as exclusive Agent, to offer and sell the Debentures on a commercially reasonable efforts basis and the Agent hereby accepts such appointment. Notwithstanding anything to the contrary contained herein respect thereto or any oral representations or assurances previously or subsequently made compliance by the parties hereto, this Agreement does not constitute a commitment byCorporation with regulatory requirements (including any continuous disclosure obligations) under the laws of, or legally binding obligation of, subject the Agent Corporation (or any of its respective affiliates directors, officers or employees) to act as underwritersany inquiry, initial purchasersinvestigation or proceeding of any securities regulatory authority, arrangersstock exchange or other authority under applicable Securities Laws in, and/or placement Agent in connection with any offering such Selling Jurisdictions outside of securities of Canada and the Corporation, including the Debentures, or to provide or arrange any financing, other than the appointment as Agent in connection with the Offering in accordance with the prior sentence and otherwise on the terms set forth herein. The Agent understands that the Corporation will concurrently issue and sell Debentures to purchasers pursuant to the Non-Brokered PlacementUnited States. (c) The Corporation understands agrees that the Agent will Agents shall have the right to invite one or more additional registered dealers (“Selling Firms”) acceptable to the Corporation to form a selling group to participate in the soliciting of offers to purchase the Offered Securities. The Agents shall have the exclusive right to control all compensation arrangements between the members of the selling group (comprised of such Selling Firms) and will the Agents. The Corporation grants all of the rights and benefits of this Agreement to any Selling Firm so appointed by the Agents and appoints the Lead Agent as trustee of such rights and benefits for such Selling Firms, and the Lead Agent hereby accepts such trust and agrees to hold such rights and benefits for and on behalf of such Selling Firms. The Agents shall use their commercially reasonable efforts to arrange for ensure such Selling Firm agrees with the Debentures Agents to be purchased comply with the covenants and obligations given by the Subscribers: (i) in the Offering Jurisdictions on a private placement basis in compliance with Applicable Securities Laws such that the offer and sale of the Debentures does not obligate the Corporation to file a prospectus; and (ii) in such other jurisdictions as consented to by the Corporation on a private placement basis in compliance with all Applicable Securities Laws of such other jurisdictions provided that no prospectus, registration statement or similar document is required to be filed in such jurisdiction, no registration or similar requirement would apply with respect to the Corporation in such other jurisdictions and the Corporation does not thereafter become subject to on-going continuous disclosure obligations in such other jurisdictionsAgents herein. (d) Neither the Corporation nor the Agent will: (i) provide to any prospective purchasers of Debentures any document or other material that would constitute an offering memorandum within the meaning of Applicable Securities Laws; or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Debentures, including any advertisement, article, notice or other communication published in any newspaper, magazine, printed public media, printed media or similar media, or broadcast over radio, television or telecommunications, including electronic display, or any seminar or meeting relating to the offer and sale of the Debentures whose attendees have been invited by general solicitation or advertising.

The Offering. (a) The sale of the Offered Securities to the Purchasers shall be effected in a manner that is in compliance with applicable Securities Laws and upon the terms set out in the Prospectus and in this Agreement. (b) Each Purchaser resident in a Qualifying Province shall purchase the Offered Securities pursuant to the Final Prospectus. Each other Purchaser shall purchase in accordance with such procedures as the Corporation and the Underwriters may mutually agree, acting reasonably, in order to fully comply with Securities Laws and the Corporation hereby agrees to secure compliance comply with all Applicable Securities Laws Laws, including the filing of any notices or forms, on a timely basis in connection with the distribution of the Debentures and Offered Securities so that the distribution of the Offered Securities in such Selling Jurisdictions outside of Canada may lawfully occur so as not to require registration or filing of a prospectus with respect thereto or compliance by the Corporation will execute and file with regulatory requirements (including any continuous disclosure obligations) under the Securities Commissions all formslaws of, notices and certificates relating to or subject the Offering required to be filed pursuant to the Applicable Securities Laws in the Offering Jurisdictions in the time required by Applicable Securities Laws in the Offering Jurisdictions. Corporation (b) The Corporation hereby appoints the Agent as exclusive Agent, to offer and sell the Debentures on a commercially reasonable efforts basis and the Agent hereby accepts such appointment. Notwithstanding anything to the contrary contained herein or any oral representations directors, officers or assurances previously employees) to any inquiry, investigation or subsequently made by the parties heretoproceedings of any Securities Regulator, this Agreement does not constitute a commitment by, stock exchange or legally binding obligation of, the Agent or any other authority under applicable securities laws in such Selling Jurisdictions outside of its respective affiliates to act as underwriters, initial purchasers, arrangers, and/or placement Agent in connection with any offering of securities of the Corporation, including the Debentures, or to provide or arrange any financing, other than the appointment as Agent in connection with the Offering in accordance with the prior sentence and otherwise on the terms set forth herein. The Agent understands that the Corporation will concurrently issue and sell Debentures to purchasers pursuant to the Non-Brokered PlacementCanada. (c) The Corporation understands agrees that the Agent will Underwriters shall have the right to invite one or more investment dealers (each, a “Selling Firm”) to form a selling group to participate in the soliciting of offers to purchase the Offered Securities. The Underwriters has the exclusive right to control all compensation arrangements between the members of the selling group (comprised of such Selling Firms) and will use commercially reasonable efforts the Underwriters, which compensation shall be at the Underwriters’ sole expense. The Corporation grants all of the rights and benefits of this Agreement to arrange for the Debentures to be purchased any Selling Firm so appointed by the Subscribers: (i) in Underwriters and appoints the Offering Jurisdictions on a private placement basis in compliance with Applicable Securities Laws such that the offer and sale of the Debentures does not obligate the Corporation to file a prospectus; and (ii) in such other jurisdictions Underwriters as consented to by the Corporation on a private placement basis in compliance with all Applicable Securities Laws trustee of such other jurisdictions provided rights and benefits for such Selling Firms, and the Underwriters hereby accepts such trust and agrees to hold such rights and benefits for and on behalf of such Selling Firms. The Underwriters shall ensure that no prospectus, registration statement any Selling Firm appointed pursuant to the provisions of this subsection 3(c) or similar document is required to be filed in such jurisdiction, no registration or similar requirement would apply with whom the Underwriters has a contractual relationship with respect to the Corporation in such other jurisdictions Offering, if any, agrees with the Underwriters to comply with the covenants and obligations given by the Corporation does not thereafter become subject to on-going continuous disclosure obligations in such other jurisdictionsUnderwriters herein. (d) Neither The Underwriters, acting through their U.S. Affiliates in compliance with Schedule “A” hereto, may offer and re-sell the Units in the United States or to, or for the account or benefit of, U.S. Persons, that are Qualified Institutional Buyers in accordance with Rule 144A, or offer and sell the Units to Accredited Investors in accordance with Rule 506 of Regulation D, and in each case in compliance with the provisions of Schedule “A” hereof. With respect to Units sold in the United States or to, or for the account or benefit of, U.S. Persons that are Qualified Institutional Buyers in compliance with Rule 144A, the Underwriters, or their U.S. Affiliates, shall purchase such Units from the Corporation nor for resale in compliance with Rule 144A. With respect to Units sold in the Agent will: (i) provide to any prospective United States or to, or for the account or benefit of, U.S. Persons that are Accredited Investors in accordance with Rule 506 of Regulation D, although this Agreement is presented on behalf of the Underwriters as purchasers of Debentures any document the Units, all Units sold in the United States or other material to, or for the account or benefit of, U.S. Persons, if any, in accordance with Rule 506 of Regulation D shall be sold directly to such persons as Substituted Purchasers by the Corporation in compliance with Schedule “A” hereto. To the extent that would constitute an offering memorandum within Accredited Investors purchase Units as Substituted Purchasers on the meaning of Applicable Securities Laws; or (ii) engage in any form of general solicitation or general advertising in connection with Closing Date, the offer and sale obligations of the DebenturesUnderwriters to purchase Units shall be reduced by the number of Units purchased from the Corporation by such Substituted Purchasers; provided, including any advertisementhowever, article, notice or other communication published in any newspaper, magazine, printed public media, printed media or similar media, or broadcast over radio, television or telecommunications, including electronic display, or any seminar or meeting relating that the fee payable to the offer Underwriters pursuant to this Agreement shall be payable in respect of any purchases of Units made in accordance with Rule 506 of Regulation D by Substituted Purchasers. Any reference in this Agreement to “the purchasers” of Units shall be taken to be a reference to the Underwriters, as the initial committed purchaser, and sale of to the Debentures whose attendees have been invited by general solicitation or advertisingSubstituted Purchasers, if any.

The Offering. (a) The sale of the Offered Units to the Purchasers shall be effected in a manner that is in compliance with applicable Securities Laws and upon the terms and conditions set out in the Prospectus and in this Agreement. (b) Each Purchaser resident in a Qualifying Jurisdiction shall purchase the Offered Units pursuant to the Final Prospectus. Each Purchaser who is, or is purchasing for the account or benefit of, a U.S. Person or a person in the United States shall purchase the Offered Units pursuant to the U.S. Placement Memorandum and in accordance with Schedule “C” to this Agreement. Each other Purchaser shall purchase the Offered Units in accordance with such procedures as the Corporation and the Agents may mutually agree, acting reasonably, in order to fully comply with applicable Securities Laws and the Corporation hereby agrees to secure compliance comply with all Applicable Securities Laws Laws, including as to the filing of any notices or forms, on a timely basis in connection with the distribution of the Debentures Offered Units so that the distribution of the Offered Units in the Selling Jurisdictions outside of Canada and the Corporation will execute and file United States may lawfully occur so as not to require registration or filing of a prospectus or similar document with the Securities Commissions all forms, notices and certificates relating to the Offering required to be filed pursuant to the Applicable Securities Laws in the Offering Jurisdictions in the time required by Applicable Securities Laws in the Offering Jurisdictions. (b) The Corporation hereby appoints the Agent as exclusive Agent, to offer and sell the Debentures on a commercially reasonable efforts basis and the Agent hereby accepts such appointment. Notwithstanding anything to the contrary contained herein respect thereto or any oral representations or assurances previously or subsequently made compliance by the parties hereto, this Agreement does not constitute a commitment byCorporation with regulatory requirements (including any continuous disclosure obligations), or legally binding obligation of, subject the Agent Corporation (or any of its respective affiliates directors, officers or employees) to act as underwritersany inquiry, initial purchasersinvestigation or proceeding of any securities regulatory authority, arrangersstock exchange or other authority, and/or placement Agent under applicable Securities Laws in connection with any offering such Selling Jurisdictions outside of securities of Canada and the Corporation, including the Debentures, or to provide or arrange any financing, other than the appointment as Agent in connection with the Offering in accordance with the prior sentence and otherwise on the terms set forth herein. The Agent understands that the Corporation will concurrently issue and sell Debentures to purchasers pursuant to the Non-Brokered PlacementUnited States. (c) The Corporation understands agrees that the Agent will Agents shall have the right to invite one or more dealers to form a selling group (each a “Selling Firm” and will together, the “Selling Group”) to participate in the soliciting of offers to purchase the Offered Units. The Agents shall have the exclusive right to control all compensation arrangements between the members of the Selling Group and the Agents. The Corporation grants all of the rights and benefits of this Agreement to any Selling Firm so appointed by the Agents and appoints the Agents as trustees of such rights and benefits for such Selling Firm, and the Agents hereby accept such trust and agree to hold such rights and benefits for and on behalf of such Selling Firm. Any Agent who appoints a Selling Firm pursuant to the provisions of this Section 3(c) shall use its commercially reasonable efforts to arrange for ensure such Selling Firm agrees with the Debentures Agents to be purchased comply with the covenants and obligations given by the Subscribers: (i) in the Offering Jurisdictions on a private placement basis in compliance with Applicable Securities Laws such that the offer and sale of the Debentures does not obligate the Corporation to file a prospectus; and (ii) in such other jurisdictions as consented to by the Corporation on a private placement basis in compliance with all Applicable Securities Laws of such other jurisdictions provided that no prospectus, registration statement or similar document is required to be filed in such jurisdiction, no registration or similar requirement would apply with respect to the Corporation in such other jurisdictions and the Corporation does not thereafter become subject to on-going continuous disclosure obligations in such other jurisdictionsAgents herein. (d) Neither the Corporation nor the Agent will: (i) provide to any prospective purchasers of Debentures any document or other material that would constitute an offering memorandum within the meaning of Applicable Securities Laws; or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Debentures, including any advertisement, article, notice or other communication published in any newspaper, magazine, printed public media, printed media or similar media, or broadcast over radio, television or telecommunications, including electronic display, or any seminar or meeting relating to the offer and sale of the Debentures whose attendees have been invited by general solicitation or advertising.

The Offering. (a) The sale of the Offered Securities to the Purchasers shall be effected in a manner that is in compliance with applicable Securities Laws and upon the terms and conditions set out in the Prospectus and in this Agreement. The Agents will use their best efforts to arrange for Purchasers for the Units in the Qualifying Jurisdictions and in those Selling Jurisdictions outside Canada as may be agreed upon by the Agents and the Corporation, acting reasonably, in connection with the Offering; provided, however, it is understood that the Agents are under no obligation to purchase any of the Units. (b) Each Purchaser resident in a Qualifying Jurisdiction shall purchase the Offered Securities pursuant to the Final Prospectus. Each other Purchaser shall purchase the Offered Securities in accordance with such procedures as the Corporation and the Agents may mutually agree, acting reasonably, in order to fully comply with applicable Securities Laws and the Corporation hereby agrees to secure compliance comply with all Applicable Securities Laws Laws, including as to the filing of any notices or forms, on a timely basis in connection with the distribution of the Debentures Offered Securities so that the distribution of the Offered Securities in the Selling Jurisdictions outside of Canada and the Corporation will execute and file United States may lawfully occur so as not to require registration or filing of a prospectus with the Securities Commissions all forms, notices and certificates relating to the Offering required to be filed pursuant to the Applicable Securities Laws in the Offering Jurisdictions in the time required by Applicable Securities Laws in the Offering Jurisdictions. (b) The Corporation hereby appoints the Agent as exclusive Agent, to offer and sell the Debentures on a commercially reasonable efforts basis and the Agent hereby accepts such appointment. Notwithstanding anything to the contrary contained herein respect thereto or any oral representations or assurances previously or subsequently made compliance by the parties hereto, this Agreement does not constitute a commitment byCorporation with regulatory requirements (including any continuous disclosure obligations) under the laws of, or legally binding obligation of, subject the Agent Corporation (or any of its respective affiliates directors, officers or employees) to act as underwritersany inquiry, initial purchasersinvestigation or proceeding of any securities regulatory authority, arrangersstock exchange or other authority under applicable Securities Laws in, and/or placement Agent in connection with any offering such Selling Jurisdictions outside of securities of Canada and the Corporation, including the Debentures, or to provide or arrange any financing, other than the appointment as Agent in connection with the Offering in accordance with the prior sentence and otherwise on the terms set forth herein. The Agent understands that the Corporation will concurrently issue and sell Debentures to purchasers pursuant to the Non-Brokered PlacementUnited States. (c) The Corporation understands agrees that the Agent will Agents shall have the right to invite one or more Selling Firms to form a selling group to participate in the soliciting of offers to purchase the Offered Securities. The Agents shall have the exclusive right to control all compensation arrangements between the members of the selling group (comprised of such Selling Firms) and will the Agents. The Corporation grants all of the rights and benefits of this Agreement to any Selling Firm so appointed by the Agents and appoints the Lead Agent as trustee of such rights and benefits for such Selling Firms, and the Leaf Agent hereby accepts such trust and agrees to hold such rights and benefits for and on behalf of such Selling Firms. The Lead Agent shall use its commercially reasonable efforts to arrange for ensure such Selling Firm agrees with the Debentures Agents to be purchased comply with the covenants and obligations given by the Subscribers: (i) in the Offering Jurisdictions on a private placement basis in compliance with Applicable Securities Laws such that the offer and sale of the Debentures does not obligate the Corporation to file a prospectus; and (ii) in such other jurisdictions as consented to by the Corporation on a private placement basis in compliance with all Applicable Securities Laws of such other jurisdictions provided that no prospectus, registration statement or similar document is required to be filed in such jurisdiction, no registration or similar requirement would apply with respect to the Corporation in such other jurisdictions and the Corporation does not thereafter become subject to on-going continuous disclosure obligations in such other jurisdictionsAgents herein. (d) Neither the Corporation nor the Agent will: (i) provide to any prospective purchasers of Debentures any document or other material that would constitute an offering memorandum within the meaning of Applicable Securities Laws; or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Debentures, including any advertisement, article, notice or other communication published in any newspaper, magazine, printed public media, printed media or similar media, or broadcast over radio, television or telecommunications, including electronic display, or any seminar or meeting relating to the offer and sale of the Debentures whose attendees have been invited by general solicitation or advertising.

The Offering. (a) The Corporation hereby agrees to secure compliance with all Applicable Securities Laws on a timely basis in connection with the distribution sale of the Debentures and the Corporation will execute and file with the Securities Commissions all forms, notices and certificates relating Offered Units to the Offering required to Purchasers shall be filed pursuant to the Applicable Securities Laws in the Offering Jurisdictions in the time required by Applicable Securities Laws in the Offering Jurisdictions. (b) The Corporation hereby appoints the Agent as exclusive Agent, to offer and sell the Debentures on a commercially reasonable efforts basis and the Agent hereby accepts such appointment. Notwithstanding anything to the contrary contained herein or any oral representations or assurances previously or subsequently made by the parties hereto, this Agreement does not constitute a commitment by, or legally binding obligation of, the Agent or any of its respective affiliates to act as underwriters, initial purchasers, arrangers, and/or placement Agent in connection with any offering of securities of the Corporation, including the Debentures, or to provide or arrange any financing, other than the appointment as Agent in connection with the Offering in accordance with the prior sentence and otherwise on effected upon the terms set forth hereinout in the Prospectus and in this Agreement and in a manner that is in compliance with applicable Securities Laws. The Agent understands that the Corporation will concurrently issue and sell Debentures to purchasers pursuant to the Non-Brokered Placement. (c) The Corporation understands that the Agent will have the right to and Agents will use commercially reasonable efforts to arrange for Purchasers for the Debentures to be purchased by the Subscribers: (i) Offered Units in the Offering Jurisdictions on a private placement basis Qualifying Provinces and in compliance with Applicable Securities Laws such that the offer and sale those jurisdictions outside of the Debentures does not obligate the Corporation to file a prospectus; and (ii) in such other jurisdictions Canada as consented to may be agreed upon by the Corporation on and the Agents, acting reasonably, in connection with the Offering; however, it is understood and agreed that the Agents shall have no obligation to purchase the Offered Units. (b) The Corporation agrees that the Agents shall have the right to invite one or more investment dealers (each, a private placement basis “Selling Firm”) to form a selling group to participate in compliance with the soliciting of offers to purchase the Offered Units. The Agents have the exclusive right to control all Applicable Securities Laws compensation arrangements between the members of the selling group (comprised of such other jurisdictions Selling Firms) and the Agents, provided that no prospectusadditional amount shall be payable by the Corporation in respect thereof. The Corporation grants all of the rights and benefits of this Agreement to any Selling Firm so appointed by the Agents and appoints the Agents as trustees of such rights and benefits for such Selling Firms, registration statement and the Agents hereby accept such trust and agree to hold such rights and benefits for and on behalf of such Selling Firms. The Agents shall ensure that any Selling Firm appointed pursuant to the provisions of this subsection 3(b) or similar document is required to be filed in such jurisdiction, no registration or similar requirement would apply with whom the Agents have a contractual relationship with respect to the Offering, if any, agrees with the Agents to comply with the covenants and obligations given by the Agents herein, including Schedule “A” hereto. (c) The Corporation represents and warrants to, and covenants and agrees with, the Agents that the Corporation has prepared and filed the Preliminary Prospectus and has obtained pursuant to the Passport System a Passport Decision Document in respect of the proposed distribution of the Offered Units. The Corporation has prepared and will promptly, after the execution and delivery of this Agreement, file the Final Prospectus in each of the Qualifying Provinces with the Canadian Securities Regulators under applicable Securities Laws, and will use its best efforts to obtain a Passport Decision Document for the Final Prospectus in order to qualify the Offered Units for distribution in each of the Qualifying Provinces, as soon as possible, and in any event not later than 4:00 pm (Toronto time) on December 13, 2010 (or such other jurisdictions time and/or later date as the Corporation and the Lead Agent may agree) and until the day on which the distribution of the Offered Units is completed, the Corporation does not thereafter become subject will promptly take, or cause to on-going continuous disclosure obligations be taken, all additional steps and proceedings that may from time to time be required under applicable Securities Laws to qualify the distribution of the Offered Units in such other jurisdictionsthe Qualifying Provinces. (d) Neither The Agents shall, upon the Corporation nor obtaining a Passport Decision Document for the Agent will: (i) provide to any prospective purchasers of Debentures any document or other material that would constitute an offering memorandum within Final Prospectus from the meaning of Applicable Securities Laws; or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale Principal Regulator, deliver one copy of the Debentures, including Final Prospectus (together with any advertisement, article, notice or other communication published amendments thereto) to all persons resident in any newspaper, magazine, printed public media, printed media or similar media, or broadcast over radio, television or telecommunications, including electronic display, or any seminar or meeting relating the Qualifying Provinces who are to acquire the Offered Units. (e) Prior to the offer and sale filing of the Debentures whose attendees Preliminary Prospectus, the Final Prospectus and the Closing, the Corporation shall have been invited permitted the Agents to review each of the Preliminary Prospectus and the Final Prospectus and shall allow the Agents to conduct any due diligence investigations which they reasonably require in order to fulfill their obligations as agents under applicable Securities Laws and in order to enable the Agents to responsibly execute the certificate in the Preliminary Prospectus and the Final Prospectus required to be executed by general solicitation or advertisingthem.

The Offering. (a) Each Purchaser resident in a Qualifying Jurisdiction will purchase the Offered Securities pursuant to the Prospectus Supplement. Each other Purchaser participating in the Offering not resident in a Qualifying Jurisdiction, or located outside of a Qualifying Jurisdiction, shall purchase Offered Securities, only on a private placement basis under the applicable securities laws of the jurisdiction in which the purchaser is resident or located, in accordance with such procedures as the Corporation and the Underwriters may mutually agree, acting reasonably, in order to fully comply with applicable laws and the terms of this Agreement (including Schedule “A” to this Agreement with respect to offers and sales of Offered Securities in the United States). The Corporation hereby agrees to secure compliance with all Applicable Securities Laws of the Qualifying Jurisdictions on a timely basis in connection with the distribution of the Debentures Offered Securities and the Corporation will shall execute and file with the Canadian Securities Commissions Regulators all forms, notices and certificates relating to the Offering required to be filed pursuant to the Applicable applicable Securities Laws in the Offering Qualifying Jurisdictions within the time required, and in the time required form prescribed, by Applicable applicable Securities Laws in the Qualifying Jurisdictions. The Corporation also agrees to file within the periods stipulated under Applicable Laws outside of Canada and at the Corporation’s expense all private placement forms required to be filed by the Corporation in connection with the Offering Jurisdictionsand pay all filing fees required to be paid in connection therewith so that the distribution of the Offered Securities outside of Canada may lawfully occur without the necessity of filing a prospectus or any similar document under the Applicable Laws outside of Canada The Underwriters agree to assist the Corporation in all reasonable respects to secure compliance with all regulatory requirements in connection with the Offering. (b) The Corporation hereby appoints understands that although this Agreement is presented on behalf of the Agent Underwriters as exclusive Agentpurchaser, the Underwriters may arrange for Substituted Purchasers for the Offered Securities. It is further understood that the Underwriters agree to offer purchase or cause to be purchased the Units, and sell if the Debentures on Over-Allotment Option is exercised, the Additional Securities, as applicable, being issued by the Corporation and that this commitment is not subject to the Underwriters being able to arrange Substituted Purchasers. Each Substituted Purchaser will purchase Offered Securities at the respective Issue Price set forth in the paragraphs above, and to the extent that Substituted Purchasers purchase Offered Securities, the obligations of the Underwriters to do so will be reduced by the number of Offered Securities purchased by the Substituted Purchasers from the Corporation (but will not relieve the Underwriters from paying to the Corporation the Issue Price per Offered Security purchased by such Substituted Purchasers). Any reference in this Agreement hereafter to “Purchasers” will be taken to be a commercially reasonable efforts basis reference to the Underwriters, as the initial committed purchasers, and to the Agent hereby accepts such appointmentSubstituted Purchasers, if any. Notwithstanding anything the foregoing all Offered Securities sold pursuant to the contrary contained herein or any oral representations or assurances previously or subsequently made Rule 144A will first be purchased by the parties heretoUnderwriters, this Agreement does not constitute a commitment byacting as principal, or legally binding obligation of, the Agent or any of its respective affiliates to act as underwriters, initial purchasers, arrangers, and/or placement Agent and resold in connection with any offering of securities of the Corporation, including the Debentures, or to provide or arrange any financing, other than the appointment as Agent in connection with the Offering transactions in accordance with the prior sentence and otherwise on the terms set forth herein. The Agent understands that the Corporation will concurrently issue and sell Debentures to purchasers pursuant to the Non-Brokered Placement.Rule 144A. (c) The Corporation understands agrees that the Agent Underwriters will have the right to invite one or more registered dealers or brokers (each, a “Selling Firm”) as agents to assist with the sale of the Offered Securities. The Underwriters have the exclusive right to control all compensation arrangements between the members of the selling group, such compensation to be payable by the Underwriters. The Underwriters will, and will cause any Selling Firm to agree to, comply with applicable Securities Laws in connection with the distribution of the Units and will offer the Units for sale to the public directly and through Selling Firms upon the terms and conditions set out in the Prospectus Supplement and this Agreement. The Underwriters will: (i) use all commercially reasonable efforts to arrange for complete and cause each Selling Firm to complete the Debentures to be purchased by the Subscribers: (i) in the Offering Jurisdictions on a private placement basis in compliance with Applicable Securities Laws such that the offer and sale distribution of the Debentures does not obligate Offered Securities as soon as reasonably practicable but in any event no later than 7 days after the Corporation to file a prospectusCorporation’s filing of the Prospectus Supplement; and and (ii) as soon as practicable after the completion of the distribution of the Offered Securities, and in such any event within 30 days after the Closing Date, notify the Corporation thereof, on their behalf and on behalf of the Selling Firms, and provide the Corporation with a breakdown of the number of Offered Securities distributed in the Qualifying Jurisdictions and any other jurisdictions as consented to by the Corporation on a private placement basis in compliance with all Applicable Securities Laws of such other jurisdictions provided that no prospectus, registration statement or similar document is required to be filed in such jurisdiction, no registration or similar requirement would apply with respect to the Corporation in such other jurisdictions and the Corporation does not thereafter become subject to on-going continuous disclosure obligations in such other jurisdictionsSection 3(c)(ii). (d) Neither the The Corporation nor the Agent willwill forthwith: (i) provide to any prospective purchasers file, concurrently with the execution of Debentures any document or this Agreement, the Prospectus Supplement and other material that would constitute an offering memorandum within documents with the meaning of Applicable Canadian Securities Regulators as required under applicable Securities Laws; and (ii) elect to use the Passport System and designate the OSC as the principal regulator thereunder. (e) Until the earlier of the date on which: (i) the distribution of the Offered Securities is completed; or (ii) engage the Underwriters have exercised their termination rights pursuant to Sections 13 and 14, the Corporation will promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under the Securities Laws to continue to qualify the distribution of the Offered Securities or, in the event that the Offered Securities have, for any form reason, ceased so to qualify, to so qualify again the Offered Securities, as applicable, for distribution in the Qualifying Jurisdictions. The Underwriters will, upon the Corporation filing the Prospectus Supplement, and upon receiving sufficient copies of general solicitation the Prospectus Supplement from the Corporation in accordance with subsection 5(d)(i), deliver one copy of the Prospectus Supplement (together with any amendments thereto) to all persons resident in the Qualifying Jurisdictions who are to acquire the Offered Securities. (f) Prior to the filing of the Prospectus Supplement and the Closing, the Corporation will have permitted the Underwriters to review the Prospectus Supplement and will allow the Underwriters to conduct any due diligence investigations which they reasonably require in order to fulfill their obligations as Underwriters under applicable Securities Laws and in order to enable the Underwriters to responsibly execute the certificate in the Prospectus Supplement required to be executed by them. Unless so advised otherwise, the Underwriters will be entitled to rely on the advice or general advertising absence of advice, as the case may be, of the Corporation in the course of their due diligence investigations. (g) In carrying out their responsibilities under this Agreement, the Underwriters will necessarily rely on information prepared or supplied by the Corporation. The Underwriters will apply reasonable standards of diligence to their due diligence inquiries. However, the Underwriters will be entitled to reasonably rely on and assume no obligation to verify the accuracy or completeness of such information and under no circumstances will the Underwriters be liable to the Corporation or any securityholder for any damages arising out of the inaccuracy or incompleteness of such information. The Corporation maintains sole responsibility for the accuracy and completeness of the Offering Documents, all Documents Incorporated by Reference, and any other disclosure document to be prepared in connection with the offer and sale of Offering, except any portions thereof that are provided by the Debentures, including any advertisement, article, notice or other communication published in any newspaper, magazine, printed public media, printed media or similar media, or broadcast over radio, television or telecommunications, including electronic display, or any seminar or meeting relating to the offer and sale of the Debentures whose attendees have been invited by general solicitation or advertisingUnderwriters.

The Offering. (a1) The Corporation hereby agrees sale of the Debentures to secure the Purchasers is to be effected in a manner that is in compliance with all Applicable Securities Laws on a timely basis and upon the terms set out in the Prospectus and in this Agreement. The Agents will use their reasonable best efforts to arrange for Purchasers for the Debentures in the Qualifying Provinces in connection with the distribution of Offering; however, it is understood and agreed that the Debentures and Agents shall have no obligation to purchase the Corporation will execute and file with the Securities Commissions all forms, notices and certificates relating to the Offering required to be filed pursuant to the Applicable Securities Laws in the Offering Jurisdictions in the time required by Applicable Securities Laws in the Offering JurisdictionsDebentures. (b2) The Corporation hereby appoints the Agent as exclusive AgentCompany agrees that, to offer and sell the Debentures on a commercially reasonable efforts basis and the Agent hereby accepts such appointment. Notwithstanding anything subject to the contrary contained herein or any oral representations or assurances previously or subsequently made by prior written consent of the parties heretoCompany, this Agreement does such consent not constitute a commitment by, or legally binding obligation ofto be unreasonably withheld, the Agent or any of its respective affiliates to act as underwriters, initial purchasers, arrangers, and/or placement Agent in connection with any offering of securities of the Corporation, including the Debentures, or to provide or arrange any financing, other than the appointment as Agent in connection with the Offering in accordance with the prior sentence and otherwise on the terms set forth herein. The Agent understands that the Corporation will concurrently issue and sell Debentures to purchasers pursuant to the Non-Brokered Placement. (c) The Corporation understands that the Agent Agents will have the right to invite one or more investment dealers (each, a “Selling Firm”) to form a selling group to participate in the soliciting of offers to purchase the Debentures. The Agents have the exclusive right to control all compensation arrangements with respect to any such Selling Firm. The Company grants all of the rights and will use commercially reasonable efforts benefits of this Agreement to arrange for the Debentures to be purchased any Selling Firm so appointed by the Subscribers: (i) in Agents and appoints the Offering Jurisdictions on a private placement basis in compliance with Applicable Securities Laws such that the offer and sale of the Debentures does not obligate the Corporation to file a prospectus; and (ii) in such other jurisdictions Agents as consented to by the Corporation on a private placement basis in compliance with all Applicable Securities Laws trustee of such other jurisdictions provided rights and benefits for such Selling Firms, and the Agents hereby accept such trust and agree to hold such rights and benefits for and on behalf of such Selling Firms. The Agents shall ensure that no prospectus, registration statement any Selling Firm appointed pursuant to the provisions of this Section 2.2(2) or similar document is required to be filed in such jurisdiction, no registration or similar requirement would apply with whom the Agents have a contractual relationship with respect to the Corporation in such other jurisdictions Offering, if any, agree with the Agents to comply with the covenants and obligations given by the Corporation does not thereafter become subject to on-going continuous disclosure obligations in such other jurisdictionsAgents herein. (d3) Neither The Agents shall, upon the Corporation nor Company obtaining the Final Receipt, deliver one copy of the Final Prospectus (together with any amendments thereto) to all Persons resident in the Qualifying Provinces who are to acquire the Debentures. (4) Notwithstanding the foregoing provisions of this Section 2.2, an Agent will: will not be liable to the Company under this Section 2.2 with respect to a default under this Section 2.2 by another Agent. (i5) provide In the event that the Company is required by Securities Laws of the Qualifying Provinces to prepare and file any prospective purchasers Supplementary Materials, the Company shall prepare and deliver promptly to the Agents signed and certified copies of Debentures any document or other material that would constitute an offering memorandum within such Supplementary Materials. Any Supplementary Materials shall be in form and substance satisfactory to the meaning of Applicable Securities Laws; or (ii) engage in any form of general solicitation or general advertising in connection Agents. Concurrently with the offer and sale delivery of any Supplementary Material, the Debentures, including any advertisement, article, notice or other communication published in any newspaper, magazine, printed public media, printed media or similar media, or broadcast over radio, television or telecommunications, including electronic display, or any seminar or meeting relating Company shall deliver to the offer Agents, with respect to such Supplementary Material, documents similar to those referred to in Section 6.1 and sale the Agents agree to deliver a copy of any Supplementary Material to each Purchaser arranged by the Debentures whose attendees have been invited by general solicitation or advertisingAgents.

The Offering. (a) Each purchaser who is resident in a Qualifying Jurisdiction shall purchase the Offered Units pursuant to the Final Prospectus. Each other purchaser not resident in a Qualifying Jurisdiction, or located outside of a Qualifying Jurisdiction, shall purchase Offered Units, which have been qualified by the Final Prospectus in Canada, only on a private placement basis under the applicable securities laws of the jurisdiction in which the purchaser is resident or located, in accordance with such procedures as the Company and the Agents may mutually agree, acting reasonably, in order to fully comply with Applicable Laws and the terms of this Agreement. (b) The Corporation Company hereby agrees to secure compliance comply with all Applicable Securities Laws in the Qualifying Jurisdictions on a timely basis in connection with the distribution of the Debentures Offered Units and the Corporation will Company shall execute and file with the Securities Commissions all forms, notices and certificates relating to the Offering required to be filed pursuant to the Applicable Securities Laws in the Offering Qualifying Jurisdictions within the time required, and in the time required form prescribed, by Applicable Securities Laws in the Offering Qualifying Jurisdictions. (b) The Corporation hereby appoints the Agent as exclusive Agent, to offer and sell the Debentures on a commercially reasonable efforts basis and the Agent hereby accepts such appointment. Notwithstanding anything to the contrary contained herein or any oral representations or assurances previously or subsequently made by the parties hereto, this Agreement does not constitute a commitment by, or legally binding obligation of, the Agent or any of its respective affiliates to act as underwriters, initial purchasers, arrangers, and/or placement Agent in connection with any offering of securities of the Corporation, including the Debentures, or to provide or arrange any financing, other than the appointment as Agent in connection with the Offering in accordance with the prior sentence and otherwise on the terms set forth herein. The Agent understands that the Corporation will concurrently issue and sell Debentures to purchasers pursuant to the Non-Brokered Placement. (c) The Corporation understands that the Agent will have the right to and will Agents shall use commercially reasonable efforts their “best efforts” to arrange for the Debentures to be purchased by purchase of the SubscribersOffered Units for sale: (i) in the Offering Qualifying Jurisdictions on a private placement basis in compliance with Applicable Securities Laws such that and, subject to the offer and sale consent of the Debentures does not obligate the Corporation to file a prospectusCompany (acting reasonably); and (ii) in such other jurisdictions as consented to outside of the Qualifying Jurisdictions and the United States where permitted by the Corporation on a private placement basis and in compliance accordance with all Applicable Securities Laws and the applicable securities laws of such other jurisdictions jurisdictions, and provided that no prospectusin the case of jurisdictions other than the Qualifying Jurisdictions, the Company shall not be required to become registered or file a prospectus or registration statement or similar document is required in such jurisdictions and the Company will not be subject to be filed any continuous disclosure requirements in such jurisdiction, no registration or similar requirement would apply with respect to the Corporation in such other jurisdictions and the Corporation does not thereafter become subject to on-going continuous disclosure obligations in such other jurisdictions. (d) Neither the Corporation nor the Agent will: (i) provide to any prospective purchasers of Debentures any document or other material that would constitute an offering memorandum within the meaning of Applicable Securities Laws; or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Debentures, including any advertisement, article, notice or other communication published in any newspaper, magazine, printed public media, printed media or similar media, or broadcast over radio, television or telecommunications, including electronic display, or any seminar or meeting relating to the offer and sale of the Debentures whose attendees have been invited by general solicitation or advertising.

The Offering. (a) Each Purchaser resident in a Qualifying Jurisdiction will purchase the Offered Securities pursuant to the Final Prospectus. Each other Purchaser participating in the Offering not resident in a Qualifying Jurisdiction, or located outside of a Qualifying Jurisdiction, shall purchase Offered Securities, only on a private placement basis under the applicable Securities Laws of the jurisdiction in which the Purchaser is resident or located, in accordance with such procedures as the Company and the Underwriters may mutually agree, acting reasonably, in order to fully comply with applicable Laws and the terms of this Agreement (including Schedule “A” to this Agreement with respect to offers and sales of Offered Securities in the United States). The Corporation Company hereby agrees to secure compliance with all Applicable Securities Laws of the Qualifying Jurisdictions on a timely basis in connection with the distribution of the Debentures Offered Securities and the Corporation will Company shall execute and file with the Canadian Securities Commissions Regulators all forms, notices and certificates relating to the Offering required to be filed pursuant to the Applicable applicable Securities Laws in the Offering Qualifying Jurisdictions within the time required, and in the time required form prescribed, by Applicable applicable Securities Laws in the Qualifying Jurisdictions. The Company also agrees to file within the periods stipulated under applicable Laws outside of Canada and at the Company’s expense all private placement forms required to be filed by the Company in connection with the Offering Jurisdictionsand pay all filing fees required to be paid in connection therewith so that the distribution of the Offered Securities outside of Canada may lawfully occur without the necessity of filing a prospectus or any similar document under the applicable Laws outside of Canada. The Underwriters agree to assist the Company in all reasonable respects to secure compliance with all regulatory requirements in connection with the Offering. (b) The Corporation hereby appoints Company understands that although this Agreement is presented on behalf of the Agent Underwriters as exclusive AgentPurchaser, the Underwriters may arrange for substituted purchasers (the “Substituted Purchasers”) for the Offered Securities. It is further understood that the Underwriters agree to offer purchase or cause to be purchased the Units, and sell if the Debentures on Over-Allotment Option is exercised, the Additional Securities, as applicable, being issued by the Company and that this commitment is not subject to the Underwriters being able to arrange Substituted Purchasers. Each Substituted Purchaser will purchase Offered Securities at the respective Issue Price set forth in the paragraphs above, and to the extent that Substituted Purchasers purchase Offered Securities, the obligations of the Underwriters to do so will be reduced by the number of Offered Securities purchased by the Substituted Purchasers from the Company (but will not relieve the Underwriters from paying to the Company the Issue Price per Offered Security purchased by such Substituted Purchasers). Any reference in this Agreement hereafter to “Purchasers” will be taken to be a commercially reasonable efforts basis reference to the Underwriters, as the initial committed purchasers, and to the Agent hereby accepts such appointmentSubstituted Purchasers, if any. Notwithstanding anything the foregoing all Offered Securities sold pursuant to the contrary contained herein or any oral representations or assurances previously or subsequently made Rule 144A will first be purchased by the parties heretoUnderwriters, this Agreement does not constitute a commitment byacting as principal, or legally binding obligation of, the Agent or any of its respective affiliates to act as underwriters, initial purchasers, arrangers, and/or placement Agent and resold in connection with any offering of securities of the Corporation, including the Debentures, or to provide or arrange any financing, other than the appointment as Agent in connection with the Offering transactions in accordance with the prior sentence and otherwise on the terms set forth herein. The Agent understands that the Corporation will concurrently issue and sell Debentures to purchasers pursuant to the Non-Brokered Placement.Rule 144A. (c) The Corporation understands Company agrees that the Agent Lead Underwriter will have the right to and will use commercially reasonable efforts invite one or more registered dealers or brokers (each, a “Selling Firm”) as agents to arrange for assist with the Debentures to be purchased by the Subscribers: (i) in the Offering Jurisdictions on a private placement basis in compliance with Applicable Securities Laws such that the offer and sale of the Debentures does not obligate Offered Securities. The Lead Underwriter has the Corporation exclusive right to file a prospectus; and (ii) in control all compensation arrangements between the members of the selling group, such other jurisdictions as consented compensation to be payable by the Corporation Lead Underwriter. The Company grants all of the rights and benefits of this Agreement to any Selling Firm so appointed by the Lead Underwriter and appoints the Lead Underwriter as trustees of such rights and benefits for such Selling Firms, and the Lead Underwriter hereby accept such trust and agree to hold such rights and benefits for and on a private placement basis in compliance behalf of such Selling Firms. The Lead Underwriter will, and will cause any Selling Firm to agree to, comply with all Applicable applicable Securities Laws in connection with the distribution of such other jurisdictions provided that no prospectus, registration statement or similar document is required to be filed in such jurisdiction, no registration or similar requirement would apply with respect the Units and will offer the Units for sale to the Corporation public directly and through Selling Firms upon the terms and conditions set out in such other jurisdictions the Final Prospectus and the Corporation does not thereafter become subject to on-going continuous disclosure obligations in such other jurisdictionsthis Agreement. (d) Neither The Company represents and warrants to, and covenants and agrees with, the Corporation nor Underwriters that the Agent willCompany has prepared and will concurrently with the execution and delivery of this Agreement, file the Preliminary Prospectus and other related documents (including, without limitation, any Marketing Materials to be prepared in respect of the Offering) relating to the proposed distribution in the Qualifying Jurisdictions of the Offered Securities in accordance with the Securities Laws and the Company shall make its best efforts to obtain a receipt for the Preliminary Prospectus from the Principal Regulator on its own behalf and on behalf of the other Canadian Securities Regulators pursuant to the Passport System and NP 11-202 by no later than 5:00 p.m. (Pacific time) on January 13, 2021. (e) The Company shall promptly resolve all comments received of, or deficiencies raised by, the Canadian Securities Regulators with respect to the Preliminary Prospectus as soon as possible after receipt of such comments. On or before January 21, 2021 the Company shall have prepared and filed the Final Prospectus and other related documents (including any Marketing Materials prepared in respect of the Offering if not previously filed by the Company) relating to the proposed distribution of the Offered Securities in the Qualifying Jurisdictions in accordance with the Securities Laws and the Company shall obtain a receipt for the Final Prospectus from the Principal Regulator on its own behalf and on behalf of the other Canadian Securities Regulators pursuant to the Passport System and NP 11-202 by 5:00 pm (Pacific time) on January 21, 2021 (or such other time and/or later date as the Company and the Lead Underwriter may agree). (f) Until the earlier of the date on which: (i) provide to any prospective purchasers the distribution of Debentures any document or other material that would constitute an offering memorandum within the meaning of Applicable Offered Securities Lawsis completed; or or (ii) engage the Underwriters have exercised their termination rights pursuant to Sections 13 and 14, the Company will promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under the Securities Laws to continue to qualify the distribution of the Offered Securities or, in the event that the Offered Securities have, for any form reason, ceased so to qualify, to so qualify again the Offered Securities, as applicable, for distribution in the Qualifying Jurisdictions. The Underwriters will, upon the Company filing the Final Prospectus, and upon receiving sufficient copies of general solicitation the Final Prospectus from the Company in accordance with subsection 5(d)(i), deliver one copy of the Final Prospectus (together with any amendments thereto) to all Persons resident in the Qualifying Jurisdictions who are to acquire the Offered Securities. (g) Prior to the filing of the Preliminary Prospectus, the filing of the Final Prospectus and the Closing, the Company will have permitted the Underwriters, their legal counsel and consultants will be provided with timely access to all information required to permit them to conduct a full due diligence investigation of the business and affairs of the Company and its subsidiaries and the business conducted by the Company and its subsidiaries before the Closing of the Offering. Without limiting the foregoing, the Underwriters shall be permitted to conduct all due diligence that they may, in their sole discretion, require in order to fulfil their obligations as underwriters and to execute the certificates required of them in each of the Preliminary Prospectus, and the Final Prospectus, and in that regard the Company will make available to the Underwriters, their legal counsel and consultants, on a timely basis, all corporate and operating records, all legal information, material Contracts, technical reports, Financial Information, budgets, and other relevant information necessary in order to complete the due diligence investigation of the business, properties and affairs of the Company and its subsidiaries as well as of their respective directors, officers, and employees and the Company will make available senior management, the chair of the audit committee, legal counsel to the Company and other applicable experts to participate in one or general advertising more due diligence sessions to be held prior to the Closing Date. All information furnished to the Underwriters and their counsel in connection with the offer and sale due diligence investigations of the DebenturesUnderwriters will be treated by the Underwriters, including any advertisementtheir legal counsel and consultants as confidential and will only be used in connection with the Underwriters’ engagement hereunder. (h) The Underwriters may retain the services of independent consultants, articlemutually acceptable to both the Lead Underwriter and the Company (such acceptance not to be unreasonably withheld or delayed). To complete its due diligence investigations, notice senior management of the Company will make themselves available to provide such assistance in marketing the Offering as the Lead Underwriter may reasonably request. Each of the Offering Documents shall be in form and substance satisfactory to the Lead Underwriter and in compliance with applicable Securities Laws of the Qualifying Jurisdictions. (i) In carrying out their responsibilities under this Agreement, the Underwriters will necessarily rely on information prepared or other communication published in any newspapersupplied by the Company. The Underwriters will apply reasonable standards of diligence to their due diligence inquiries. However, magazine, printed public media, printed media the Underwriters will be entitled to reasonably rely on and assume no obligation to verify the accuracy or similar media, or broadcast over radio, television or telecommunications, including electronic display, completeness of such information and under no circumstances will the Underwriters be liable to the Company or any seminar security holder for any damages arising out of the inaccuracy or meeting relating incompleteness of such information. The Company maintains sole responsibility for the accuracy and completeness of the Offering Documents, all Documents Incorporated by Reference, and any other disclosure document to be prepared in connection with the Offering, except any portions thereof that are provided by the Underwriters. (j) If the Company makes information concerning the Company or the Offering available to third parties, the Company will bear the sole responsibility for the accuracy and completeness of the information provided to third parties. The Company represents and warrants to the offer Lead Underwriter that: (i) the information so provided to third parties will be accurate and sale of complete in all material respects and will not be misleading or omit to state any fact or information which would be material to parties considering the Debentures whose attendees have been invited by general solicitation Offering, and (ii) all information and documentation concerning the Company and the Offering that is provided to the Lead Underwriter in connection with this Agreement will be accurate and complete in all material respects and not misleading and will not omit to state any fact or advertisinginformation which would be material to a financial advisor and agent performing the services contemplated herein.

The Offering. (a) The sale of the Offered Securities to the Purchasers shall be effected in a manner that is in compliance with applicable Securities Laws and upon the terms and conditions set out in the Prospectus and in this Agreement. The Agent will use its best efforts to arrange for Purchasers for the Units in the Qualifying Jurisdictions an in those Selling Jurisdictions outside Canada as may be agreed upon by the Agent and the Corporation, acting reasonably, in connection with the Offering; provided, however, it is understood that the Agent is under no obligation to purchase any of the Units. (b) Each Purchaser resident in a Qualifying Jurisdiction shall purchase the Offered Securities pursuant to the Final Prospectus. Each Purchaser in the United States shall purchase the Offered Securities pursuant to the U.S. Placement Memorandum and in accordance with Schedule “A” to this Agreement. Each other Purchaser shall purchase the Offered Securities in accordance with such procedures as the Corporation and the Agent may mutually agree, acting reasonably, in order to fully comply with applicable Securities Laws and the Corporation hereby agrees to secure compliance comply with all Applicable Securities Laws Laws, including as to the filing of any notices or forms, on a timely basis in connection with the distribution of the Debentures Offered Securities so that the distribution of the Offered Securities in the Selling Jurisdictions outside of Canada and the Corporation will execute and file United States may lawfully occur so as not to require registration or filing of a prospectus with the Securities Commissions all forms, notices and certificates relating to the Offering required to be filed pursuant to the Applicable Securities Laws in the Offering Jurisdictions in the time required by Applicable Securities Laws in the Offering Jurisdictions. (b) The Corporation hereby appoints the Agent as exclusive Agent, to offer and sell the Debentures on a commercially reasonable efforts basis and the Agent hereby accepts such appointment. Notwithstanding anything to the contrary contained herein respect thereto or any oral representations or assurances previously or subsequently made compliance by the parties hereto, this Agreement does not constitute a commitment byCorporation with regulatory requirements (including any continuous disclosure obligations) under the laws of, or legally binding obligation of, subject the Agent Corporation (or any of its respective affiliates directors, officers or employees) to act as underwritersany inquiry, initial purchasersinvestigation or proceeding of any securities regulatory authority, arrangersstock exchange or other authority under applicable Securities Laws in, and/or placement Agent in connection with any offering such Selling Jurisdictions outside of securities of Canada and the Corporation, including the Debentures, or to provide or arrange any financing, other than the appointment as Agent in connection with the Offering in accordance with the prior sentence and otherwise on the terms set forth herein. The Agent understands that the Corporation will concurrently issue and sell Debentures to purchasers pursuant to the Non-Brokered PlacementUnited States. (c) The Corporation understands agrees that the Agent will shall have the right to invite one or more Selling Firms to form a selling group to participate in the soliciting of offers to purchase the Offered Securities. The Agent shall have the exclusive right to control all compensation arrangements between the members of the selling group (comprised of such Selling Firms) and will the Agent. The Corporation grants all of the rights and benefits of this Agreement to any Selling Firm so appointed by the Agent and appoints the Agent as trustee of such rights and benefits for such Selling Firms, and the Agent hereby accepts such trust and agrees to hold such rights and benefits for and on behalf of such Selling Firms. The Agent shall use its commercially reasonable efforts to arrange for ensure such Selling Firm agrees with the Debentures Agent to be purchased comply with the covenants and obligations given by the Subscribers: (i) in the Offering Jurisdictions on a private placement basis in compliance with Applicable Securities Laws such that the offer and sale of the Debentures does not obligate the Corporation to file a prospectus; and (ii) in such other jurisdictions as consented to by the Corporation on a private placement basis in compliance with all Applicable Securities Laws of such other jurisdictions provided that no prospectus, registration statement or similar document is required to be filed in such jurisdiction, no registration or similar requirement would apply with respect to the Corporation in such other jurisdictions and the Corporation does not thereafter become subject to on-going continuous disclosure obligations in such other jurisdictionsAgent herein. (d) Neither the Corporation nor the Agent will: (i) provide to any prospective purchasers of Debentures any document or other material that would constitute an offering memorandum within the meaning of Applicable Securities Laws; or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Debentures, including any advertisement, article, notice or other communication published in any newspaper, magazine, printed public media, printed media or similar media, or broadcast over radio, television or telecommunications, including electronic display, or any seminar or meeting relating to the offer and sale of the Debentures whose attendees have been invited by general solicitation or advertising.

The Offering. (a) Each purchaser who is resident in a Qualifying Jurisdiction shall purchase the Offered Units pursuant to the Final Prospectus. Each other purchaser not resident in a Qualifying Jurisdiction, or located outside of a Qualifying Jurisdiction, shall purchase Offered Units, which have been qualified by the Final Prospectus in Canada, only on a private placement basis under the applicable securities laws of the jurisdiction in which the purchaser is resident or located, in accordance with such procedures as the Company and the Agent may mutually agree, acting reasonably, in order to fully comply with Applicable Laws and the terms of this Agreement. (b) The Corporation Company hereby agrees to secure compliance comply with all Applicable Securities Laws in the Qualifying Jurisdictions on a timely basis in connection with the distribution of the Debentures Offered Units and the Corporation will Company shall execute and file with the Securities Commissions all forms, notices and certificates relating to the Offering required to be filed pursuant to the Applicable Securities Laws in the Offering Qualifying Jurisdictions within the time required, and in the time required form prescribed, by Applicable Securities Laws in the Offering Qualifying Jurisdictions. (b) The Corporation hereby appoints the Agent as exclusive Agent, to offer and sell the Debentures on a commercially reasonable efforts basis and the Agent hereby accepts such appointment. Notwithstanding anything to the contrary contained herein or any oral representations or assurances previously or subsequently made by the parties hereto, this Agreement does not constitute a commitment by, or legally binding obligation of, the Agent or any of its respective affiliates to act as underwriters, initial purchasers, arrangers, and/or placement Agent in connection with any offering of securities of the Corporation, including the Debentures, or to provide or arrange any financing, other than the appointment as Agent in connection with the Offering in accordance with the prior sentence and otherwise on the terms set forth herein. The Agent understands that the Corporation will concurrently issue and sell Debentures to purchasers pursuant to the Non-Brokered Placement. (c) The Corporation understands that the Agent will have the right to and will shall use its “commercially reasonable efforts efforts” to arrange for the Debentures to be purchased by purchase of the SubscribersOffered Units for sale: (i) in the Offering Qualifying Jurisdictions on a private placement basis in compliance with Applicable Securities Laws such that the offer and sale of the Debentures does not obligate the Corporation to file a prospectus; and (ii) subject to the consent of the Company, acting reasonably, in such other jurisdictions as consented to outside of the Qualifying Jurisdictions and the United States where permitted by the Corporation on a private placement basis and in compliance accordance with all Applicable Securities Laws and the applicable securities laws of such other jurisdictions jurisdictions, and provided that no prospectusin the case of jurisdictions other than the Qualifying Jurisdictions, the Company shall not be required to become registered or file a prospectus or registration statement or similar document is required in such jurisdictions and the Company will not be subject to be filed any continuous disclosure requirements in such jurisdiction, no registration or similar requirement would apply with respect to the Corporation in such other jurisdictions and the Corporation does not thereafter become subject to on-going continuous disclosure obligations in such other jurisdictions. (d) Neither the Corporation nor the Agent will: (i) provide to any prospective purchasers of Debentures any document or other material that would constitute an offering memorandum within the meaning of Applicable Securities Laws; or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Debentures, including any advertisement, article, notice or other communication published in any newspaper, magazine, printed public media, printed media or similar media, or broadcast over radio, television or telecommunications, including electronic display, or any seminar or meeting relating to the offer and sale of the Debentures whose attendees have been invited by general solicitation or advertising.

The Offering. (a) The sale of the Units to the Purchasers shall be effected in a manner that is in compliance with applicable Securities Laws and upon the terms and conditions set out in the Prospectus and in this Agreement. (b) Each Purchaser resident in a Qualifying Jurisdiction shall purchase the Units pursuant to the Final Prospectus. Each Purchaser in the United States shall purchase the Units (or Additional Securities, as applicable) pursuant to the Final U.S. Placement Memorandum. Each Purchaser in the United States shall also purchase the Units or Additional Securities in accordance with Schedule “A” to this Agreement. Each other Purchaser shall purchase the Units in accordance with such procedures as the Corporation and the Underwriters may mutually agree, acting reasonably, in order to fully comply with applicable Securities Laws and the Corporation hereby agrees to secure compliance comply with all Applicable Securities Laws Laws, including as to the filing of any notices or forms, on a timely basis in connection with the distribution of the Debentures Units so that the distribution of the Units in the Selling Jurisdictions outside of Canada and the Corporation will execute and file United States may lawfully occur so as not to require registration or filing of a prospectus with the Securities Commissions all forms, notices and certificates relating to the Offering required to be filed pursuant to the Applicable Securities Laws in the Offering Jurisdictions in the time required by Applicable Securities Laws in the Offering Jurisdictions. (b) The Corporation hereby appoints the Agent as exclusive Agent, to offer and sell the Debentures on a commercially reasonable efforts basis and the Agent hereby accepts such appointment. Notwithstanding anything to the contrary contained herein respect thereto or any oral representations or assurances previously or subsequently made compliance by the parties hereto, this Agreement does not constitute a commitment byCorporation with regulatory requirements (including any continuous disclosure obligations) under the laws of, or legally binding obligation of, subject the Agent Corporation (or any of its respective affiliates directors, officers or employees) to act as underwritersany inquiry, initial purchasersinvestigation or proceeding of any securities regulatory authority, arrangersstock exchange or other authority under applicable Securities Laws in, and/or placement Agent in connection with any offering such Selling Jurisdictions outside of securities of Canada and the Corporation, including the Debentures, or to provide or arrange any financing, other than the appointment as Agent in connection with the Offering in accordance with the prior sentence and otherwise on the terms set forth herein. The Agent understands that the Corporation will concurrently issue and sell Debentures to purchasers pursuant to the Non-Brokered PlacementUnited States. (c) The Corporation understands agrees that the Agent will Underwriters shall have the right to invite one or more dealers (each, a “Selling Firm”) to form a selling group to participate in soliciting offers to purchase the Units. The Underwriters shall have the exclusive right to control all compensation arrangements between the members of the selling group (comprised of such Selling Firms) and will the Underwriters. The Corporation grants all of the rights and benefits of this Agreement to any Selling Firm so appointed by the Underwriters and appoints the Underwriters as trustees of such rights and benefits for such Selling Firms, and the Underwriters hereby accept such trust and agree to hold such rights and benefits for and on behalf of such Selling Firms. Any Underwriter who appoints a Selling Firm pursuant to the provisions of this Section 3(c) shall use its commercially reasonable efforts to arrange for ensure such Selling Firm agrees with the Debentures Underwriters to be purchased comply with the covenants and obligations given by the Subscribers: (i) in the Offering Jurisdictions on a private placement basis in compliance with Applicable Securities Laws such that the offer and sale of the Debentures does not obligate the Corporation to file a prospectus; and (ii) in such other jurisdictions as consented to by the Corporation on a private placement basis in compliance with all Applicable Securities Laws of such other jurisdictions provided that no prospectus, registration statement or similar document is required to be filed in such jurisdiction, no registration or similar requirement would apply with respect to the Corporation in such other jurisdictions and the Corporation does not thereafter become subject to on-going continuous disclosure obligations in such other jurisdictionsUnderwriters herein. (d) Neither the Corporation nor the Agent will: (i) provide to any prospective purchasers of Debentures any document or other material that would constitute an offering memorandum within the meaning of Applicable Securities Laws; or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Debentures, including any advertisement, article, notice or other communication published in any newspaper, magazine, printed public media, printed media or similar media, or broadcast over radio, television or telecommunications, including electronic display, or any seminar or meeting relating to the offer and sale of the Debentures whose attendees have been invited by general solicitation or advertising.

The Offering. (a) The sale of the Offered Securities to the Purchasers shall be effected in a manner that is in compliance with applicable Securities Laws and upon the terms and conditions set out in the Prospectus and in this Agreement. The Agent will use its best efforts to arrange for Purchasers for the Units in the Qualifying Jurisdictions and in those Selling Jurisdictions outside Canada as may be agreed upon by the Agent and the Corporation, acting reasonably, in connection with the Offering; provided, however, it is understood that the Agent is under no obligation to purchase any of the Units. (b) Each Purchaser resident in a Qualifying Jurisdiction shall purchase the Offered Securities pursuant to the Final Prospectus. Each other Purchaser shall purchase the Offered Securities in accordance with such procedures as the Corporation and the Agent may mutually agree, acting reasonably, in order to fully comply with applicable Securities Laws and the Corporation hereby agrees to secure compliance comply with all Applicable Securities Laws Laws, including as to the filing of any notices or forms, on a timely basis in connection with the distribution of the Debentures Offered Securities so that the distribution of the Offered Securities in the Selling Jurisdictions outside of Canada and the Corporation will execute and file United States may lawfully occur so as not to require registration or filing of a prospectus with the Securities Commissions all forms, notices and certificates relating to the Offering required to be filed pursuant to the Applicable Securities Laws in the Offering Jurisdictions in the time required by Applicable Securities Laws in the Offering Jurisdictions. (b) The Corporation hereby appoints the Agent as exclusive Agent, to offer and sell the Debentures on a commercially reasonable efforts basis and the Agent hereby accepts such appointment. Notwithstanding anything to the contrary contained herein respect thereto or any oral representations or assurances previously or subsequently made compliance by the parties hereto, this Agreement does not constitute a commitment byCorporation with regulatory requirements (including any continuous disclosure obligations) under the laws of, or legally binding obligation of, subject the Agent Corporation (or any of its respective affiliates directors, officers or employees) to act as underwritersany inquiry, initial purchasersinvestigation or proceeding of any securities regulatory authority, arrangersstock exchange or other authority under applicable Securities Laws in, and/or placement Agent in connection with any offering such Selling Jurisdictions outside of securities of Canada and the Corporation, including the Debentures, or to provide or arrange any financing, other than the appointment as Agent in connection with the Offering in accordance with the prior sentence and otherwise on the terms set forth herein. The Agent understands that the Corporation will concurrently issue and sell Debentures to purchasers pursuant to the Non-Brokered PlacementUnited States. (c) The Corporation understands agrees that the Agent will shall have the right to invite one or more Selling Firms to form a selling group to participate in the soliciting of offers to purchase the Offered Securities. The Agent shall have the exclusive right to control all compensation arrangements between the members of the selling group (comprised of such Selling Firms) and will the Agent. The Corporation grants all of the rights and benefits of this Agreement to any Selling Firm so appointed by the Agent and appoints the Agent as trustee of such rights and benefits for such Selling Firms, and the Agent hereby accepts such trust and agrees to hold such rights and benefits for and on behalf of such Selling Firms. The Agent shall use its commercially reasonable efforts to arrange for ensure such Selling Firm agrees with the Debentures Agent to be purchased comply with the covenants and obligations given by the Subscribers: (i) in the Offering Jurisdictions on a private placement basis in compliance with Applicable Securities Laws such that the offer and sale of the Debentures does not obligate the Corporation to file a prospectus; and (ii) in such other jurisdictions as consented to by the Corporation on a private placement basis in compliance with all Applicable Securities Laws of such other jurisdictions provided that no prospectus, registration statement or similar document is required to be filed in such jurisdiction, no registration or similar requirement would apply with respect to the Corporation in such other jurisdictions and the Corporation does not thereafter become subject to on-going continuous disclosure obligations in such other jurisdictionsAgent herein. (d) Neither the Corporation nor the Agent will: (i) provide to any prospective purchasers of Debentures any document or other material that would constitute an offering memorandum within the meaning of Applicable Securities Laws; or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Debentures, including any advertisement, article, notice or other communication published in any newspaper, magazine, printed public media, printed media or similar media, or broadcast over radio, television or telecommunications, including electronic display, or any seminar or meeting relating to the offer and sale of the Debentures whose attendees have been invited by general solicitation or advertising.

The Offering. (a) The Corporation hereby agrees sale of the Offered Shares to secure the Purchasers shall be effected in a manner that is in compliance with all Applicable Securities Laws on a timely basis and upon the terms set out in the Final Prospectus, U.S. Final Prospectus, the Blue Sky Registrations (as defined below), and in this Agreement. The Agents will use commercially reasonable best efforts to arrange for Purchasers for the Offered Shares in the Qualifying Jurisdictions and in those jurisdictions outside of Canada and United States as may be agreed upon by the Corporation and the Agents, each acting reasonably, in connection with the distribution of the Debentures and the Corporation will execute and file with the Securities Commissions all forms, notices and certificates relating to the Offering required to be filed pursuant to the Applicable Securities Laws in the Offering Jurisdictions in the time required by Applicable Securities Laws in the Offering JurisdictionsOffering. (b) The Corporation hereby agrees that the Agents shall have the right to invite one or more investment dealers (each, a “Selling Firm”) to form a selling group to participate in the soliciting of offers to purchase the Offered Shares. The Agents have the exclusive right to control all compensation arrangements between the members of the selling group. The Corporation grants all of the rights and benefits of this Agreement to any Selling Firm so appointed by the Agents and appoints the Agent Agents as exclusive Agenttrustee of such rights and benefits for such Selling Firms, to offer and sell the Debentures on a commercially reasonable efforts basis and the Agent Agents hereby accepts accept such appointment. Notwithstanding anything trust and agree to the contrary contained herein or any oral representations or assurances previously or subsequently made by the parties hereto, this Agreement does not constitute a commitment by, or legally binding obligation of, the Agent or any hold such rights and benefits for and on behalf of its respective affiliates to act as underwriters, initial purchasers, arrangers, and/or placement Agent in connection with any offering of securities of the Corporation, including the Debentures, or to provide or arrange any financing, other than the appointment as Agent in connection with the Offering in accordance with the prior sentence and otherwise on the terms set forth herein. The Agent understands that the Corporation will concurrently issue and sell Debentures to purchasers pursuant to the Non-Brokered Placementsuch Selling Firms. (c) The Agents shall ensure that any Selling Firm appointed pursuant to the provisions of subsection 2(b), if any, shall: (i) be compensated by the Agents from their compensation hereunder; and (ii) agree to comply with the covenants and obligations given by the Agents herein. (d) The Corporation understands represents and warrants to the Agents that the Agent will Corporation has prepared and filed the Preliminary Prospectus, U.S. Preliminary Prospectus, Blue Sky Registrations and other related documents (including, without limitation, any Marketing Materials) and has obtained pursuant to the Passport System a receipt or deemed receipt therefor in each of the Qualifying Provinces and acceptance of the U.S. Preliminary Prospectus on E▇▇▇▇ or the applicable state security regulator in the case of the Blue Sky Registrations. Further, the Corporation represents and warrants that the Corporation has prepared and filed the Registration Statement in conformity with the requirements of applicable United States federal securities laws, including the U.S. Preliminary Prospectus and such amendments and supplements thereto as may have been required to the right date of this Agreement. The Corporation represents and warrants that the Corporation has taken such action as the Corporation has reasonably determined is necessary in order to obtain an exemption for, or to qualify the Offered Shares and the Broker Shares, under applicable securities or the blue sky laws of the states of the United States set forth on Exhibit A hereto (each such state, a “U.S. Registration State”). The Corporation shall promptly notify the Agents of the effectiveness of registration or exemption of each U.S. Registration State as such is obtained (each, a “Blue Sky Registration”). The Corporation has prepared and will promptly, after the execution and delivery of this Agreement, file the Final Prospectus in each of the Qualifying Provinces, the U.S. Final Prospectus with the SEC, and the U.S. Final Prospectus and Blue Sky Registrations and all necessary other materials with the SEC and U.S. Registration States, as applicable. Further, the Corporation will use commercially reasonable its best efforts to arrange obtain a receipt under the Passport System for the Debentures Final Prospectus and effectiveness of the Registration Statement in the U.S. and the effectiveness of the Blue Sky Registrations in order to qualify the Offered Shares and the Broker’s Warrants for distribution in each of the Qualifying Provinces and in the United States and the U.S. Registration States, as applicable and until the day on which the distribution of the Offered Shares and the Broker’s Warrants is completed, the Corporation will promptly take, or cause to be purchased taken, all additional steps and proceedings that may from time to time be required under Applicable Securities Laws to qualify the distribution of the Offered Shares and the Broker’s Warrants in the Qualifying Provinces and with the SEC and in the U.S. Registration States, as applicable. (e) The Agents shall, upon the Corporation obtaining a receipt for the Final Prospectus and upon the filing of the U.S. Final Prospectus, deliver one copy of the Final Prospectus and U.S. Final Prospectus (together with any Supplementary Material and materials related to Blue Sky Registrations, if any) to all persons resident in the Qualifying Provinces, the United States, and the U.S. Registration States, as applicable, who are to acquire the Offered Shares. (f) The Corporation has permitted the Agents to review the Final Prospectus and U.S. Final Prospectus and to conduct such due diligence investigations necessary to fulfil its obligations as agents under applicable Securities Laws and in order to enable the Agents to responsibly execute the certificate in the Final Prospectus required to be executed by them. (g) The Corporation and the SubscribersAgents covenant and agree: (i) not to provide any potential investor of Offered Shares with any Marketing Materials unless a template version of such Marketing Materials has been filed by the Corporation with the Securities Commissions on or before the day such Marketing Materials are first provided to any potential investor of Offered Shares; (ii) not to provide any potential investor with any materials or information in relation to the Offering Jurisdictions on a private placement basis in compliance with Applicable Securities Laws such that the offer and sale of the Debentures does not obligate or the Corporation to file a prospectusother than: (A) such Marketing Materials that have been approved and filed in accordance with this Section 2; (B) the Preliminary Prospectus, the Final Prospectus, the U.S. Preliminary Prospectus, the U.S. Final Prospectus or any Supplementary Material; and (C) any “standard term sheets”, as defined in NI 41-101, approved in writing by the Corporation and the Agents; and (iiiii) that any Marketing Materials approved and filed in such other jurisdictions as consented to accordance with this Section 2 and any standard term sheets approved in writing by the Corporation on a private placement basis and the Agents shall only be provided to potential investors in compliance with all Applicable Securities Laws the Qualifying Jurisdictions where the provision of such other jurisdictions provided that no prospectus, registration statement Marketing Materials or similar document is required to be filed in such jurisdiction, no registration or similar requirement would apply with respect to the Corporation in such other jurisdictions and the Corporation standard term sheets does not thereafter become subject to on-going continuous disclosure obligations in such other jurisdictions. (d) Neither the Corporation nor the Agent will: (i) provide to any prospective purchasers of Debentures any document or other material that would constitute an offering memorandum within the meaning of contravene Applicable Securities Laws; or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Debentures, including any advertisement, article, notice or other communication published in any newspaper, magazine, printed public media, printed media or similar media, or broadcast over radio, television or telecommunications, including electronic display, or any seminar or meeting relating to the offer and sale of the Debentures whose attendees have been invited by general solicitation or advertising.

The Offering. (a) The sale of the Offered Shares to the Purchasers shall be effected in a manner that is in compliance with applicable Securities Laws and upon the terms and conditions set out in the Prospectus and in this Agreement. (b) Each Purchaser resident in a Qualifying Jurisdiction shall purchase the Offered Shares pursuant to the Prospectus. Each Purchaser in the United States shall purchase the Offered Shares pursuant to the U.S. Private Placement Memorandum and in accordance with Schedule “A” to this Agreement. Each other Purchaser shall purchase the Offered Shares in accordance with such procedures as the Corporation and the Underwriter may mutually agree, acting reasonably, in order to fully comply with applicable Securities Laws and the Corporation hereby agrees to secure compliance comply with all Applicable Securities Laws Laws, including as to the filing of any notices or forms, on a timely basis in connection with the distribution of the Debentures Offered Shares so that the distribution of the Offered Shares in the Selling Jurisdictions outside of Canada and the Corporation will execute and file United States may lawfully occur so as not to require registration or filing of a prospectus with the Securities Commissions all forms, notices and certificates relating to the Offering required to be filed pursuant to the Applicable Securities Laws in the Offering Jurisdictions in the time required by Applicable Securities Laws in the Offering Jurisdictions. (b) The Corporation hereby appoints the Agent as exclusive Agent, to offer and sell the Debentures on a commercially reasonable efforts basis and the Agent hereby accepts such appointment. Notwithstanding anything to the contrary contained herein respect thereto or any oral representations or assurances previously or subsequently made compliance by the parties hereto, this Agreement does not constitute a commitment byCorporation with regulatory requirements (including any continuous disclosure obligations) under the laws of, or legally binding obligation of, subject the Agent Corporation (or any of its respective affiliates directors, officers or employees) to act as underwritersany inquiry, initial purchasersinvestigation or proceeding of any securities regulatory authority, arrangersstock exchange or other authority under applicable Securities Laws in, and/or placement Agent in connection with any offering such Selling Jurisdictions outside of securities of Canada and the Corporation, including the Debentures, or to provide or arrange any financing, other than the appointment as Agent in connection with the Offering in accordance with the prior sentence and otherwise on the terms set forth herein. The Agent understands that the Corporation will concurrently issue and sell Debentures to purchasers pursuant to the Non-Brokered PlacementUnited States. (c) The Corporation understands agrees that the Agent will Underwriter shall have the right to invite one or more dealers (each, a “Selling Firm”) to form a selling group to participate in the soliciting of offers to purchase the Offered Shares. The Underwriter shall have the exclusive right to control all compensation arrangements between the members of the selling group (comprised of such Selling Firms) and will the Underwriter. The Corporation grants all of the rights and benefits of this Agreement to any Selling Firm so appointed by the Underwriter and appoints the Underwriter as trustee of such rights and benefits for such Selling Firms, and the Underwriter hereby accept such trust and agree to hold such rights and benefits for and on behalf of such Selling Firms. If the Underwriter appoints a Selling Firm pursuant to the provisions of this Section 3(c) shall use its commercially reasonable efforts to arrange for ensure such Selling Firm agrees with the Debentures Underwriter to be purchased comply with the covenants and obligations given by the Subscribers: (i) in the Offering Jurisdictions on a private placement basis in compliance with Applicable Securities Laws such that the offer and sale of the Debentures does not obligate the Corporation to file a prospectus; and (ii) in such other jurisdictions as consented to by the Corporation on a private placement basis in compliance with all Applicable Securities Laws of such other jurisdictions provided that no prospectus, registration statement or similar document is required to be filed in such jurisdiction, no registration or similar requirement would apply with respect to the Corporation in such other jurisdictions and the Corporation does not thereafter become subject to on-going continuous disclosure obligations in such other jurisdictionsUnderwriter herein. (d) Neither the Corporation nor the Agent will: (i) provide to any prospective purchasers of Debentures any document or other material that would constitute an offering memorandum within the meaning of Applicable Securities Laws; or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Debentures, including any advertisement, article, notice or other communication published in any newspaper, magazine, printed public media, printed media or similar media, or broadcast over radio, television or telecommunications, including electronic display, or any seminar or meeting relating to the offer and sale of the Debentures whose attendees have been invited by general solicitation or advertising.

The Offering. (a1) The Corporation hereby agrees to secure Offering shall be effected in a manner that is in compliance with all Applicable applicable Securities Laws, any applicable securities laws in any other jurisdictions outside of Canada and the United States, and upon the terms and conditions set out in the Prospectus and in this Agreement. (2) Each Purchaser resident in a Qualifying Jurisdiction shall purchase the Offered Units pursuant to the Final Prospectus. Each Purchaser that is, or is purchasing for the account or benefit of, a U.S. Person or person in the United States shall purchase the Offered Units pursuant to the U.S. Placement Memorandum and in accordance with Schedule “C” to this Agreement. Each other Purchaser shall purchase the Offered Units in accordance with such procedures as the Corporation and the Agents may mutually agree, acting reasonably, in order to fully comply with applicable Securities Laws (and any applicable securities laws in any other jurisdictions outside of Canada and the United States), and the Corporation and the Agents hereby agree to comply with all Securities Laws, including as to the filing of any notices or forms, on a timely basis in connection with the distribution of the Debentures and the Corporation will execute and file with the Securities Commissions all forms, notices and certificates relating to the Offering required to be filed pursuant to the Applicable Securities Laws in the Offering Jurisdictions in the time required by Applicable Securities Laws in the Offering Jurisdictions. (b) The Corporation hereby appoints the Agent as exclusive Agent, to offer and sell the Debentures on a commercially reasonable efforts basis and the Agent hereby accepts such appointment. Notwithstanding anything to the contrary contained herein or any oral representations or assurances previously or subsequently made by the parties hereto, this Agreement does not constitute a commitment by, or legally binding obligation of, the Agent or any of its respective affiliates to act as underwriters, initial purchasers, arrangers, and/or placement Agent in connection with any offering of securities of the Corporation, including the Debentures, or to provide or arrange any financing, other than the appointment as Agent in connection with the Offering in accordance with the prior sentence and otherwise on the terms set forth herein. The Agent understands that the Corporation will concurrently issue and sell Debentures to purchasers pursuant to the Non-Brokered Placement. (c) The Corporation understands that the Agent will have the right to and will use commercially reasonable efforts to arrange for the Debentures to be purchased by the Subscribers: (i) in the Offering Jurisdictions on a private placement basis in compliance with Applicable Securities Laws such that the offer and sale of the Debentures does not obligate the Corporation to file a prospectus; and (ii) in such other jurisdictions as consented to by the Corporation on a private placement basis in compliance with all Applicable Securities Laws of such other jurisdictions provided that no prospectus, registration statement or similar document is required to be filed in such jurisdiction, no registration or similar requirement would apply with respect to the Corporation in such other jurisdictions and the Corporation does not thereafter become subject to on-going continuous disclosure obligations in such other jurisdictions. (d) Neither the Corporation nor the Agent will: (i) provide to any prospective purchasers of Debentures any document or other material that would constitute an offering memorandum within the meaning of Applicable Securities Laws; or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Debentures, including any advertisement, article, notice or other communication published in any newspaper, magazine, printed public media, printed media or similar media, or broadcast over radio, television or telecommunications, including electronic display, or any seminar or meeting relating to Offered Units so that the offer and sale of the Debentures whose attendees Offered Units in the Selling Jurisdictions outside of Canada and the United States may lawfully occur so as not to require registration or filing of a prospectus with respect thereto or compliance by the Corporation with regulatory requirements (including any continuous disclosure obligations), or subject the Corporation (or any of its directors, officers or employees) to any inquiry, investigation or proceeding of any securities regulatory authority, stock exchange or other authority, under applicable securities laws in such Selling Jurisdictions outside of Canada and the United States. (3) The Corporation agrees that the Agents shall have been invited the right to invite one or more dealers to form a selling group (each a “Selling Firm” and together, the “Selling Group”) to participate in the soliciting of offers to purchase the Offered Units. The Agents shall have the exclusive right to control all compensation arrangements between the members of the Selling Group and the Agents. The Corporation grants all of the rights and benefits of this Agreement to any Selling Firm so appointed by general solicitation or advertisingthe Agents and appoints the Agents as trustees of such rights and benefits for such Selling Firm, and the Agents hereby accept such trust and agree to hold such rights and benefits for and on behalf of such Selling Firm. Any Agent who appoints a Selling Firm pursuant to the provisions of this Section 3(3) shall use its commercially reasonable efforts to ensure such Selling Firm agrees with the Agents to comply with the covenants and obligations given by the Agents herein.

The Offering. (a1) The Corporation hereby agrees sale of the Debentures to secure the Purchasers is to be effected in a manner that is in compliance with all Applicable Securities Laws on a timely basis and upon the terms set out in the Prospectus and in this Agreement. The Agents will use their reasonable best efforts to arrange for Purchasers for the Debentures in the Qualifying Provinces in connection with the distribution of Offering; however, it is understood and agreed that the Debentures and Agents shall have no obligation to purchase the Corporation will execute and file with the Securities Commissions all forms, notices and certificates relating to the Offering required to be filed pursuant to the Applicable Securities Laws in the Offering Jurisdictions in the time required by Applicable Securities Laws in the Offering JurisdictionsDebentures. (b2) The Corporation hereby appoints the Agent as exclusive AgentCompany agrees that, to offer and sell the Debentures on a commercially reasonable efforts basis and the Agent hereby accepts such appointment. Notwithstanding anything subject to the contrary contained herein or any oral representations or assurances previously or subsequently made by prior written consent of the parties heretoCompany, this Agreement does such consent not constitute a commitment by, or legally binding obligation ofto be unreasonably withheld, the Agent or any of its respective affiliates to act as underwriters, initial purchasers, arrangers, and/or placement Agent in connection with any offering of securities of the Corporation, including the Debentures, or to provide or arrange any financing, other than the appointment as Agent in connection with the Offering in accordance with the prior sentence and otherwise on the terms set forth herein. The Agent understands that the Corporation will concurrently issue and sell Debentures to purchasers pursuant to the Non-Brokered Placement. (c) The Corporation understands that the Agent will Agents have the right to invite one or more investment dealers (each, a “Selling Firm”) to form a selling group to participate in the soliciting of offers to purchase the Debentures. The Agents have the exclusive right to control all compensation arrangements between the members of the selling group. The Company grants all of the rights and will use commercially reasonable efforts benefits of this Agreement to arrange for the Debentures to be purchased any Selling Firm so appointed by the Subscribers: (i) in Agents and appoints the Offering Jurisdictions on a private placement basis in compliance with Applicable Securities Laws such that the offer and sale of the Debentures does not obligate the Corporation to file a prospectus; and (ii) in such other jurisdictions Agents as consented to by the Corporation on a private placement basis in compliance with all Applicable Securities Laws trustee of such other jurisdictions provided rights and benefits for such Selling Firms, and the Agents hereby accept such trust and agree to hold such rights and benefits for and on behalf of such Selling Firms. The Agents shall ensure that no prospectus, registration statement any Selling Firm appointed pursuant to the provisions of this Section 2.2(2) or similar document is required to be filed in such jurisdiction, no registration or similar requirement would apply with whom the Agents have a contractual relationship with respect to the Corporation in such other jurisdictions Offering, if any, agree with the Agents to comply with the covenants and obligations given by the Corporation does not thereafter become subject to on-going continuous disclosure obligations in such other jurisdictionsAgents herein. (d3) Neither The Agents shall, upon the Corporation nor Company obtaining the Final Receipt, deliver one copy of the Final Prospectus (together with any amendments thereto) to all Persons resident in the Qualifying Provinces who are to acquire the Debentures. (4) Notwithstanding the foregoing provisions of this Section 2.2, an Agent will: will not be liable to the Company under this Section 2.2 with respect to a default under this Section 2.2 by another Agent. (i5) provide In the event that the Company is required by Securities Laws of the Qualifying Provinces to prepare and file any prospective purchasers Supplementary Materials, the Company shall prepare and deliver promptly to the Agents signed and certified copies of Debentures any document or other material that would constitute an offering memorandum within such Supplementary Materials. Any Supplementary Materials shall be in form and substance satisfactory to the meaning of Applicable Securities Laws; or (ii) engage in any form of general solicitation or general advertising in connection Agents. Concurrently with the offer and sale delivery of any Supplementary Materials, the Debentures, including any advertisement, article, notice or other communication published in any newspaper, magazine, printed public media, printed media or similar media, or broadcast over radio, television or telecommunications, including electronic display, or any seminar or meeting relating Company shall deliver to the offer Agents, with respect to such Supplementary Material, documents similar to those referred to in Section 6.1 and sale the Agents agree to deliver a copy of any Supplementary Material to each Purchaser arranged by the Debentures whose attendees have been invited by general solicitation or advertisingAgents.

The Offering. (a) The Corporation hereby agrees sale of the Offered Units to secure the Purchasers will be effected in a manner that is in compliance with all Applicable Securities Laws on a timely basis in connection with the distribution of the Debentures and the Corporation will execute and file with the Securities Commissions all forms, notices and certificates relating to the Offering required to be filed pursuant to the Applicable Securities Laws in the Offering Jurisdictions in the time required by Applicable Securities Laws in the Offering Jurisdictions. (b) The Corporation hereby appoints the Agent as exclusive Agent, to offer and sell the Debentures on a commercially reasonable efforts basis and the Agent hereby accepts such appointment. Notwithstanding anything to the contrary contained herein or any oral representations or assurances previously or subsequently made by the parties hereto, this Agreement does not constitute a commitment by, or legally binding obligation of, the Agent or any of its respective affiliates to act as underwriters, initial purchasers, arrangers, and/or placement Agent in connection with any offering of securities of the Corporation, including the Debentures, or to provide or arrange any financing, other than the appointment as Agent in connection with the Offering in accordance with the prior sentence and otherwise on upon the terms set forth hereinout in the Final Prospectus and in this Agreement. The Agent understands that the Corporation will concurrently issue and sell Debentures to purchasers pursuant to the Non-Brokered Placement. (c) The Corporation understands that the Agent will have the right to and Agents will use commercially reasonable efforts to arrange for Purchasers for the Debentures Offered Units in the Qualifying Jurisdictions and in those jurisdictions outside of Canada as may be agreed upon by the Corporation and the Agents, each acting reasonably, in connection with the Offering. (b) The Corporation agrees that the Agents will have the right to invite one or more investment dealers (each, a “Selling Firm”) to form a selling group to participate in the soliciting of offers to purchase the Offered Units. The Agents have the exclusive right to control all compensation arrangements between the members of the selling group. The Corporation grants all of the rights and benefits of this Agreement to any Selling Firm so appointed by the Agents and appoints the Agents as trustee of such rights and benefits for such Selling Firms, and the Agents hereby accept such trust and agree to hold such rights and benefits for and on behalf of such Selling Firms. (c) The Agents will ensure that any Selling Firm appointed pursuant to the provisions of subsection 1(b), if any, will: (i) be compensated by the Agents from their compensation hereunder; and (ii) agree to comply with the covenants and obligations given by the Agents herein. (d) The Corporation represents and warrants to the Agents that the Corporation has prepared and filed the Prospectus and other related documents (including, without limitation, any Marketing Materials) and has obtained pursuant to the Passport System a receipt or deemed receipt therefor in each of the Qualifying Jurisdictions in order to qualify the Offered Units and the CFF Units for distribution in each of the Qualifying Jurisdictions and until the day on which the distribution of the Offered Units and the CFF Units is completed, the Corporation will promptly take, or cause to be purchased by taken, all additional steps and proceedings that may from time to time be required under applicable Securities Laws to qualify the Subscribersdistribution of the Offered Units and the CFF Units in the Qualifying Jurisdictions. (e) The Agents have delivered one copy of the Final Prospectus (together with any Supplementary Material, if any) to all persons resident in the Qualifying Jurisdictions who are to acquire the Offered Units. (f) The Corporation and the Agents covenant and agree: (i) not to provide any potential investor of Offered Units with any Marketing Materials unless a template version of such Marketing Materials has been filed by the Corporation with the applicable Securities Regulators on or before the day such Marketing Materials are first provided to any potential investor of Offered Units; (ii) not to provide any potential investor with any materials or information in relation to the Offering Jurisdictions on a private placement basis in compliance with Applicable Securities Laws such that the offer and sale of the Debentures does not obligate or the Corporation to file a prospectusother than: (A) such Marketing Materials that have been approved and filed in accordance with this Section 1(f); (B) the Prospectus or any Supplementary Material; (C) the Investor Presentation and (D) the Standard Term Sheet; and (iiiii) that any Marketing Materials approved and filed in such other jurisdictions as consented to accordance with this Section 1(f) and any standard term sheets approved in writing by the Corporation on a private placement basis and the Agents will only be provided to potential investors in compliance with all Applicable Securities Laws the Qualifying Jurisdictions where the provision of such other jurisdictions provided that no prospectus, registration statement Marketing Materials or similar document is required to be filed in such jurisdiction, no registration or similar requirement would apply with respect to the Corporation in such other jurisdictions and the Corporation standard term sheets does not thereafter become subject to on-going continuous disclosure obligations in such other jurisdictionscontravene applicable Securities Laws. (dg) Neither The Corporation and the Corporation Agents acknowledge that the Offered Units have not been and will not be registered under the U.S. Securities Act or any state Securities Laws and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons, nor may the Agent will: (i) provide Warrants or the Compensation Warrants be exercised in the United States or by or on behalf of a U.S. Person, except pursuant to any prospective purchasers of Debentures any document or other material that would constitute an offering memorandum within exemptions from the meaning of Applicable Securities Laws; or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale registration requirements of the Debentures, including U.S. Securities Act and the Applicable Laws of any advertisement, article, notice or other communication published in any newspaper, magazine, printed public media, printed media or similar media, or broadcast over radio, television or telecommunications, including electronic display, or any seminar or meeting relating to the offer and sale state of the Debentures whose attendees have been invited by general solicitation or advertisingUnited States in the manner specified in this Agreement.