Common use of Marketing Materials Clause in Contracts

Marketing Materials. Until the Closing or termination of this Agreement, the Corporation and the Agent shall approve in writing (prior to such time that marketing materials are provided to potential investors) any marketing materials reasonably requested to be provided by the Agent to any potential investor of Qualified Securities, such marketing materials to comply with Applicable Securities Laws. The Agent shall provide a copy of any marketing materials used in connection with the Offering to the Corporation in accordance with this Section 4. The Corporation shall file a template version and any revised template version of such marketing materials with the Canadian Securities Regulators as soon as reasonably practicable after such marketing materials are so approved in writing by the Corporation and the Agent, and in any event on or before the day the marketing materials are first provided to any potential investor of Qualified Securities, and such filing shall constitute the Agent’s authority to use such marketing materials in connection with the Offering. Any comparables shall be redacted from the template version in accordance with NI 44-101 prior to filing such template version with the Canadian Securities Regulators and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Canadian Securities Regulators by the Corporation. The Corporation and the Agent, on a several basis, covenant and agree: (a) not to provide any potential investor of Qualified Securities with any marketing materials unless a template version of such marketing materials has been filed by the Corporation with the Canadian Securities Regulators on or before the day such marketing materials are first provided to any potential investor of Qualified Securities; (b) not to provide any potential investor with any materials or information in relation to the Offering or the Corporation other than: (i) such marketing materials that have been approved and filed in accordance with this Section 4; (ii) the Prospectus or any Prospectus Amendment; and (iii) any “standard term sheets”, as defined in NI 41- 101, approved in writing by the Corporation and the Agent; and (c) that any marketing materials approved and filed in accordance with this Section 4 and any standard term sheets approved in writing by the Corporation and the Agent shall only be provided to potential investors in the Selling Jurisdictions where the provision of such marketing materials or standard term sheets does not contravene Applicable Securities Laws.

Marketing Materials. Until (1) In connection with the Closing or termination distribution of this Agreementthe Offered Shares: (a) the Company shall prepare, in consultation with the Corporation Underwriter, and the Agent shall approve in writing (writing, prior to such the time that the marketing materials are provided to potential investors) any , if any, a template version of the marketing materials reasonably requested to be provided by the Agent Underwriter to any potential investor of Qualified Securities, investor; such marketing materials to shall comply with Applicable Canadian Securities Laws. The Agent Laws and be acceptable in form and substance to the Underwriter, acting reasonably, and such template version shall provide a copy of any be approved in writing by the Underwriter, prior to the time the marketing materials used in connection with are provided to potential investors; (b) the Offering to the Corporation in accordance with this Section 4. The Corporation Company shall file a template version and any revised the template version of such the marketing materials referred to in Section 6(1)(a) above, if any, with the Canadian Securities Regulators as soon as reasonably practicable after such the template version of the marketing materials are is so approved in writing by the Corporation Company and by the AgentUnderwriter, and in any event on or before the day the marketing materials are first provided to any potential investor of Qualified Securities, and such filing shall constitute the Agent’s authority to use such marketing materials in connection with the Offering. Any investor; and (c) any comparables shall be redacted from the template version of the marketing materials, if any, in accordance with NI 4441-101 prior to filing such template version with the Canadian Securities Regulators and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Canadian Securities Regulators by the Corporation. The Corporation and the Agent, on a several basis, covenant and agree:Company as required by Canadian Securities Laws. (a2) not Following the approvals and filings set forth in the foregoing paragraphs, the Underwriter may provide the marketing materials, if any, to provide any potential investor of Qualified Securities with any marketing materials unless a template version of such marketing materials has been filed investors to the extent permitted by the Corporation with the Canadian Securities Regulators on or before the day such marketing materials are first provided to any potential investor of Qualified Securities;Laws and applicable United States Securities Laws. (b3) not to provide any potential investor with any materials or information in relation to If applicable, the Offering or the Corporation other than: (i) such marketing materials that have been approved Company shall prepare and filed in accordance with this Section 4; (ii) the Prospectus or any Prospectus Amendment; and (iii) any “standard term sheets”, as defined in NI 41- 101, approved in writing by the Corporation and the Agent; and (c) that any marketing materials approved and filed in accordance with this Section 4 and any standard term sheets approved in writing by the Corporation and the Agent shall only be file a Marketing Materials Amendment provided to potential investors in connection with the Selling Jurisdictions offering of the Offered Shares where the provision of such marketing materials or standard term sheets does not contravene Applicable required under Canadian Securities Laws, and the foregoing paragraphs above shall also apply to such revised template version.

Marketing Materials. Until (a) In connection with the Closing or termination distribution of this Agreementthe Shares: (i) the Company shall prepare, in consultation with the Corporation Joint Active Bookrunners, and the Agent shall approve in writing (writing, prior to such the time that the marketing materials are provided to potential investors) any , a template version of the marketing materials reasonably requested to be provided by the Agent Underwriters to any potential investor of Qualified Securities, investor; such marketing materials to shall comply with Applicable Canadian Securities Laws and be acceptable in form and substance to the Underwriters, acting reasonably, and such template version shall be approved in writing by the Joint Active Bookrunners, on behalf of all of the Underwriters, and the Company, prior to the time the marketing materials are provided to potential investors; (ii) if required by Canadian Securities Laws. The Agent shall provide a copy of any marketing materials used in connection with , the Offering to the Corporation in accordance with this Section 4. The Corporation Company shall file a template version and any revised or deliver, as the case may be, the template version of such the marketing materials referred to in paragraph 4(a)(i) above, with the Canadian Securities Regulators as soon as reasonably practicable after such the template version of the marketing materials are is so approved in writing by the Corporation Company and by the AgentJoint Active Bookrunners, on behalf of all of the Underwriters, and in any event on or before the day the marketing materials are first provided to any potential investor and the Joint Active Bookrunners confirm that they have informed or will inform, as the case may be, the Company of Qualified Securities, and such filing shall constitute the Agent’s authority to use date on which such marketing materials in connection with were provided or are first provided, as the Offering. Any case may be, to potential investors; and (iii) any comparables shall be redacted from the template version of the marketing materials in accordance with NI 4441-101 prior to filing such template version with the Canadian Securities Regulators and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Canadian Securities Regulators by the CorporationCompany as required by Canadian Securities Laws. Following the approvals and filings set forth in the foregoing paragraphs, the Underwriters may provide a limited-use version of the marketing materials to potential investors to the extent permitted by Canadian Securities Laws. (b) The Corporation Company shall prepare and file or deliver, as the case may be, a revised template version of any marketing materials provided to potential investors in connection with the Offering, and the Agentforegoing paragraphs shall also apply to such revised template version. (c) During the period of distribution of the Shares, on a several basisthe Company and the Underwriters, severally and not jointly, covenant and agree: (ai) to comply with Canadian Securities Laws in connection with the use of marketing materials; (ii) not to provide any potential investor, and that no potential investor of Qualified Securities has been provided by such party, with any marketing materials unless unless, a template version of such marketing materials has been or will be filed or delivered, as the case may be, by the Corporation Company with the Canadian Securities Regulators on or before the day such marketing materials are first provided to any potential investor of Qualified Securitiesinvestor; (biii) not to provide any potential investor, and that no potential investor with has been provided, with: (A) any marketing materials or information in relation relating to the Offering or distribution of the Corporation Shares other than: (i) than such marketing materials that for which the template versions thereof have been approved and filed or delivered, as the case may be, in accordance with this Section 4; the foregoing paragraphs, or (ii) the Prospectus or any Prospectus Amendment; and (iiiB) any “standard term sheets”, sheet (as defined in NI 41- 41-101, approved in writing by ) relating to the Corporation and distribution of the Agent; and (c) that any marketing materials approved and filed in accordance with this Section 4 and any Shares other than such standard term sheets approved in writing by the Corporation Company and the Agent shall only be provided Joint Active Bookrunners, on behalf of all of the Underwriters; and without the written approval of the Company or the Joint Active Bookrunners, as applicable, acting reasonably, not to provide any information to potential investors with respect to the Company or the Shares other than (x) as set forth in this Agreement, the Selling Jurisdictions where the provision of such Offering Documents and any marketing materials or standard term sheets does not contravene Applicable Securities Lawsapproved in writing by the Joint Active Bookrunners and the Company in accordance with Section 4, or (y) as otherwise permitted or required by applicable laws.

Marketing Materials. Until (a) In connection with the Closing or termination distribution of this Agreementthe Securities: (i) the Company shall prepare, in consultation with the Corporation Co-lead Agents, and the Agent shall approve in writing (writing, prior to such the time that the marketing materials are provided to potential investors) any , a template version of the marketing materials reasonably requested to be provided by the Agent Agents to any potential investor of Qualified Securities, investor; such marketing materials to shall comply with Applicable Canadian Securities Laws. The Agent Laws and be acceptable in form and substance to the Agents, acting reasonably, and such template version shall provide a copy be approved in writing by the Co-lead Agents, on behalf of any all of the Agents, prior to the time the marketing materials used in connection with are provided to potential investors; (ii) the Offering to the Corporation in accordance with this Section 4. The Corporation Company shall file a template version and any revised the template version of such the marketing materials referred to in paragraph 6(a)(i) above with the Canadian Securities Regulators as soon as reasonably practicable after such the template version of the marketing materials are is so approved in writing by the Corporation Company and by the AgentCo-lead Agents, on behalf of all of the Agents, and in any event on or before the day the marketing materials are first provided to any potential investor of Qualified Securities, and such filing shall constitute the Agent’s authority to use such marketing materials in connection with the Offering. Any investor; and (iii) any comparables shall be redacted from the template version of the marketing materials and such redactions shall be made in accordance compliance with the related requirements of NI 4441-101 prior to filing such template version with the Canadian Securities Regulators and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Canadian Securities Regulators by the Corporation. The Corporation and the Agent, on a several basis, covenant and agree: (a) not to provide any potential investor of Qualified Securities with any marketing materials unless a template version of such marketing materials has been filed Company as required by the Corporation with the Canadian Securities Regulators on or before the day such marketing materials are first provided to any potential investor of Qualified Securities;Laws. (b) not Following the approvals and filings set forth in the foregoing paragraphs, the Agents may provide the marketing materials to provide any potential investor with any materials or information in relation investors to the Offering or the Corporation other than: (i) such marketing materials that have been approved extent permitted by Canadian Securities Laws and filed in accordance with this Section 4; (ii) the Prospectus or any Prospectus Amendment; and (iii) any “standard term sheets”, as defined in NI 41- 101, approved in writing by the Corporation and the Agent; andapplicable United States Securities Laws. (c) that any marketing materials approved The Company shall prepare and filed in accordance with this Section 4 and any standard term sheets approved in writing by the Corporation and the Agent shall only be file a Marketing Materials Amendment provided to potential investors in connection with the Selling Jurisdictions offering of the Securities where the provision of such marketing materials or standard term sheets does not contravene Applicable required under Canadian Securities Laws, and the foregoing paragraphs above shall also apply to such revised template version. (d) No Agent will be liable under this Section 6 with respect to a default by any of the other Agents or a Selling Firm appointed by any of the other Agents.

Marketing Materials. Until If required by Canadian Securities Laws, the Closing or termination Company will file the template version of any “marketing materials” as defined in National Instrument 41-101 General Prospectus Requirements (“NI 41-101”) (“marketing materials”) approved by the Company and the Representative in the manner contemplated by Canadian Securities Laws with the Canadian Qualifying Authorities not later than the day on which such marketing materials are first provided to a potential investor in the offering of Securities pursuant to this Agreement, the Corporation and the Agent shall approve as confirmed in writing (by the Representative to the Company prior to the time of filing. Any comparables and all disclosure relating to such time that marketing materials are provided comparables shall be redacted (to potential investors) any marketing materials reasonably requested to be provided the fullest extent permitted by the Agent to any potential investor of Qualified Securities, such marketing materials to comply with Applicable Canadian Securities Laws. The Agent shall provide a copy ) from the template version of any marketing materials used in connection filed with the Offering Canadian Qualifying Authorities pursuant to the Corporation in accordance with this Section 4. The Corporation shall file paragraph and, where applicable, a template version and any revised complete template version of such marketing materials with (containing the Canadian Securities Regulators as soon as reasonably practicable after such marketing materials are so approved in writing by the Corporation and the Agent, and in any event on or before the day the marketing materials are first provided to any potential investor of Qualified Securities, and such filing shall constitute the Agent’s authority to use such marketing materials in connection with the Offering. Any comparables shall be redacted from the template version in accordance with NI 44-101 prior to filing such template version with the Canadian Securities Regulators and a complete template version containing such comparables and any disclosure relating to the comparables, if any, related disclosure) shall be delivered to the applicable Canadian Qualifying Authorities by the Company in compliance with Canadian Securities Regulators by the CorporationLaws. The Corporation Company and the AgentUnderwriters, on a several basis, covenant and agree: agree (ai) not to provide any potential investor of Qualified Securities with any marketing materials unless a template version of such marketing materials has been filed by the Corporation with or delivered to, as applicable, the Canadian Securities Regulators Qualifying Authorities on or before the day such marketing materials are first provided to any potential investor of Qualified Securities; , (bii) not to provide any potential investor in the Canadian Qualifying Jurisdictions with any materials or information in relation to the Offering distribution of the Securities or the Corporation Company other than: than (ia) such marketing materials that have been approved and filed or delivered, as applicable, in accordance with this Section 4; NI 44-101, (iib) the Canadian Preliminary Prospectus or the Canadian Final Prospectus or any Prospectus Amendment; supplement or amendment thereto (and for the avoidance of doubt, includes any documents incorporated by reference), and (iiic) any “standard term sheets”, as defined in NI 41- 101, ” (within the meaning of Applicable Securities Laws) approved in writing by the Corporation Company and Representative on behalf of the Agent; and Underwriters, and (ciii) that any marketing materials approved and filed or delivered, as applicable, in accordance with this Section 4 NI 44-101 and any standard term sheets approved in writing by the Corporation Company and the Agent Representative on behalf of the Underwriters, shall only be provided to potential investors in the Selling Jurisdictions where the provision of such marketing materials or standard term sheets does not contravene Applicable Securities LawsCanadian Qualifying Jurisdictions.

Marketing Materials. Until (a) In connection with the Closing or termination distribution of this Agreementthe Shares: (i) the Company shall prepare, in consultation with the Corporation Joint Active Bookrunners, and the Agent shall approve in writing (writing, prior to such the time that the marketing materials are provided to potential investors) any , a template version of the marketing materials reasonably requested to be provided by the Agent Underwriters to any potential investor of Qualified Securities, investor; such marketing materials to shall comply with Applicable Canadian Securities Laws and be acceptable in form and substance to the Underwriters, acting reasonably, and such template version shall be approved in writing by the Joint Active Bookrunners, on behalf of all of the Underwriters, and the Company, prior to the time the marketing materials are provided to potential investors; (ii) if required by Canadian Securities Laws. The Agent shall provide a copy of any marketing materials used in connection with , the Offering to the Corporation in accordance with this Section 4. The Corporation Company shall file a template version and any revised or deliver, as the case may be, the template version of such the marketing materials referred to in paragraph 5(a)(i) above, with the Canadian Securities Regulators as soon as reasonably practicable after such the template version of the marketing materials are is so approved in writing by the Corporation Company and by the AgentJoint Active Bookrunners, on behalf of all of the Underwriters, and in any event on or before the day the marketing materials are first provided to any potential investor and the Joint Active Bookrunners confirm that they have informed or will inform, as the case may be, the Company of Qualified Securities, and such filing shall constitute the Agent’s authority to use date on which such marketing materials in connection with were provided or are first provided, as the Offering. Any case may be, to potential investors; and (iii) any comparables shall be redacted from the template version of the marketing materials in accordance with NI 4441-101 prior to filing such template version with the Canadian Securities Regulators and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Canadian Securities Regulators by the CorporationCompany as required by Canadian Securities Laws. Following the approvals and filings set forth in the foregoing paragraphs, the Underwriters may provide a limited-use version of the marketing materials to potential investors to the extent permitted by Canadian Securities Laws. (b) The Corporation Company shall prepare and file or deliver, as the case may be, a revised template version of any marketing materials provided to potential investors in connection with the Offering, and the Agentforegoing paragraphs shall also apply to such revised template version. (c) During the period of distribution of the Shares, on a several basisthe Company and the Underwriters, severally and not jointly, covenant and agree: (ai) to comply with Canadian Securities Laws in connection with the use of marketing materials; (ii) not to provide any potential investor, and that no potential investor of Qualified Securities has been provided by such party, with any marketing materials unless unless, a template version of such marketing materials has been or will be filed or delivered, as the case may be, by the Corporation Company with the Canadian Securities Regulators on or before the day such marketing materials are first provided to any potential investor of Qualified Securitiesinvestor; (biii) not to provide any potential investor, and that no potential investor with any materials or information in relation to the Offering or the Corporation other thanhas been provided, with: (i) any marketing materials relating to the distribution of the Shares other than such marketing materials that for which the template versions thereof have been approved and filed or delivered, as the case may be, in accordance with this Section 4; the foregoing paragraphs, or (ii) the Prospectus or any Prospectus Amendment; and (iii) any “standard term sheets”, sheet (as defined in NI 41- 41-101, approved in writing by ) relating to the Corporation and distribution of the Agent; and (c) that any marketing materials approved and filed in accordance with this Section 4 and any Shares other than such standard term sheets approved in writing by the Corporation Company and the Agent shall only be provided Joint Active Bookrunners, on behalf of all of the Underwriters; and (iv) without the written approval of the Company or the Joint Active Bookrunners, as applicable, acting reasonably, not to provide any information to potential investors with respect to the Company or the Shares other than (i) as set forth in this Agreement, the Selling Jurisdictions where the provision of such Offering Documents and any marketing materials or standard term sheets does not contravene Applicable Securities Lawsapproved in writing by the Joint Active Bookrunners and the Company in accordance with Section 5, or (ii) as otherwise permitted or required by applicable laws. (d) No Underwriter will be liable under this Section with respect to a default by any of the other Underwriters or a Selling Firm appointed by any of the other Underwriters.

Marketing Materials. Until the Closing or termination of this Agreement, the Corporation and the Agent shall approve in writing (prior to such time that marketing materials are provided to potential investors) any marketing materials reasonably requested to be provided by the Agent to any potential investor of Qualified SecuritiesUnits, such marketing materials to comply with Applicable Securities Laws. The Agent shall provide a copy of any marketing materials used in connection with the Offering to the Corporation in accordance with this Section 4. The Corporation shall file a template version and any revised template version of such marketing materials with the Canadian Securities Regulators as soon as reasonably practicable after such marketing materials are so approved in writing by the Corporation and the Agent, and in any event on or before the day the marketing materials are first provided to any potential investor of Qualified SecuritiesUnits, and such filing shall constitute the Agent’s authority to use such marketing materials in connection with the Offering. Any comparables shall be redacted from the template version in accordance with NI 44-101 prior to filing such template version with the Canadian Securities Regulators and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Canadian Securities Regulators by the Corporation. The Corporation and the Agent, on a several basis, covenant and agree: (a) not to provide any potential investor of Qualified Securities Units with any marketing materials unless a template version of such marketing materials has been filed by the Corporation with the Canadian Securities Regulators on or before the day such marketing materials are first provided to any potential investor of Qualified SecuritiesUnits; (b) not to provide any potential investor with any materials or information in relation to the Offering or the Corporation other than: (iA) such marketing materials that have been approved and filed in accordance with this Section 4; (iiB) the Preliminary Prospectus or the Prospectus or any Prospectus Amendment; and (iiiC) any “standard term sheets”, as defined in NI 41- 41-101, approved in writing by the Corporation and the Agent; and (c) that any marketing materials approved and filed in accordance with this Section 4 and any standard term sheets approved in writing by the Corporation and the Agent shall only be provided to potential investors in the Selling Jurisdictions where the provision of such marketing materials or standard term sheets does not contravene Applicable Securities Laws.

Marketing Materials. Until (a) During the Closing or termination distribution of this Agreement, the Offered Shares: (i) the Corporation will comply with all applicable Securities Laws in all material respects during the period of distribution of the Offered Shares; (ii) the Corporation and the Agent shall approve in writing (writing, prior to such the time that marketing materials Marketing Materials are provided to potential investors) , a template version of any marketing materials Marketing Materials reasonably requested to be provided by the Agent to any such potential investor of Qualified Securitiesinvestor, such marketing materials Marketing Materials to comply with Applicable Securities Laws. The Agent shall provide a copy of any marketing materials used in connection with the Offering to the Corporation in accordance with this Section 4. The Corporation shall file a template version and any revised template version of such marketing materials Marketing Materials with the Canadian Securities Regulators as soon as reasonably practicable after such marketing materials Marketing Materials are so approved in writing by the Corporation and the Agent, and in any event on or before the day the marketing materials Marketing Materials are first provided to any potential investor of Qualified SecuritiesOffered Shares, and such filing shall constitute the Agent’s authority to use such marketing materials Marketing Materials in connection with the Offering. Any comparables shall be redacted from the template version in accordance with NI 4441-101 prior to filing such template version with the Canadian Securities Regulators and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Canadian Securities Regulators by the Corporation. The Corporation shall prepare and file with the Canadian Securities Regulators a revised template version of any Marketing Materials provided to potential investors of Offered Shares where required under Securities Laws; and (iii) the Corporation and the Agent, on a several basis, Agent covenant and agree: (a1) not to provide any potential investor of Qualified Securities Offered Shares with any marketing materials Marketing Materials unless a template version of such marketing materials Marketing Materials has been filed by the Corporation with the Canadian Securities Regulators on or before the day such marketing materials Marketing Materials are first provided to any potential investor of Qualified Securities;Offered Shares; and (b2) not to provide any potential investor with any materials or information in relation to the Offering distribution of the Offered Shares or the Corporation other than: (iA) such marketing materials Marketing Materials that have been approved and filed in accordance with this Section 45 and that are otherwise in compliance with applicable Securities Laws; (iiB) the Prospectus or any Prospectus AmendmentProspectus; and (iiiC) any “standard term sheets”, as defined in NI 41- 101, Standard Term Sheets approved in writing by the Corporation and the Agent; and (c) that any marketing materials approved and filed in accordance with this Section 4 and any standard term sheets approved in writing by the Corporation and the Agent shall only be provided to potential investors in the Selling Jurisdictions where the provision of such marketing materials or standard term sheets does not contravene Applicable Securities Laws.

Marketing Materials. Until (a) In connection with the Closing or termination distribution of this Agreementthe Shares: (i) the Company shall prepare, in consultation with the Corporation Underwriter and the Agent shall Selling Shareholder, and approve in writing (writing, prior to such the time that the marketing materials are provided to potential investors) any , a template version of the marketing materials reasonably requested to be provided by the Agent Underwriter to any potential investor of Qualified Securities, investor; such marketing materials to shall comply with Applicable Securities Laws. The Agent Laws (as defined below) and be acceptable in form and substance to the Underwriter and the Selling Shareholder, acting reasonably, and such template version shall provide a copy of any be approved in writing by the Underwriter, the Company and the Selling Shareholder, prior to the time the marketing materials used in connection with are provided to potential investors; (ii) if required by Canadian Securities Laws, the Offering to the Corporation in accordance with this Section 4. The Corporation Company shall file a template version and any revised or deliver, as the case may be, the template version of such the marketing materials referred to in paragraph 4(a)(i) above, with the Canadian Securities Regulators as soon as reasonably practicable after such the template version of the marketing materials are is so approved in writing by the Corporation Company, the Selling Shareholder and by the AgentUnderwriter, and in any event on or before the day the marketing materials are first provided to any potential investor and the Underwriter confirms that it has informed or will inform, as the case may be, the Company of Qualified Securities, and such filing shall constitute the Agent’s authority to use date on which such marketing materials in connection with were provided or are first provided, as the Offering. Any case may be, to potential investors; and (iii) the Company shall redact any comparables shall be redacted from the template version of the marketing materials in accordance with NI 44-101 102 prior to filing such template version with the Canadian Securities Regulators and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Canadian Securities Regulators by the CorporationCompany as required by Canadian Securities Laws. Following the approvals and any applicable filings set forth in the foregoing paragraphs, the Underwriter may provide a limited-use version of the marketing materials to potential investors to the extent permitted by Canadian Securities Laws. (b) The Corporation Company shall prepare and file or deliver, as the case may be, a revised template version of any marketing materials provided to potential investors in connection with the Offering, and the Agentforegoing paragraphs shall also apply to such revised template version. (c) During the period of distribution of the Shares, the Company, the Selling Shareholder and the Underwriter, each on a several an individual basis, covenant and agree: (ai) to comply with Canadian Securities Laws in connection with the use of marketing materials; (ii) not to provide any potential investor, and that no potential investor of Qualified Securities with has been provided, with: (i) any marketing materials unless a template version of other than such marketing materials for which the template versions thereof have been approved by the Company, the Selling Shareholder and the Underwriter, and has been or will be filed or delivered, as the case may be, by the Corporation Company with the Canadian Securities Regulators on or before the day such marketing materials are first provided to any potential investor of Qualified Securities; (b) not to provide any potential investor with any materials investor, or information in relation to the Offering or the Corporation other than: (i) such marketing materials that have been approved and filed in accordance with this Section 4; (ii) the Prospectus or any Prospectus Amendment; and (iii) any “standard term sheets”, sheet (as defined in NI 41- 41-101, approved in writing by ) relating to the Corporation and distribution of the Agent; and (c) that any marketing materials approved and filed in accordance with this Section 4 and any Shares other than such standard term sheets approved in writing by the Corporation Company, the Selling Shareholder and the Agent shall only be provided Underwriter; and (iii) without the written approval of the Company, the Selling Shareholder and the Underwriter, as applicable, acting reasonably, not to provide any information to potential investors in with respect to the Company, the Selling Jurisdictions where Shareholder or the provision of such Shares other than (i) as set forth in this Agreement, the Offering Documents, and any marketing materials or standard term sheets does not contravene Applicable Securities Lawsapproved in writing by the Underwriter, the Selling Shareholder and the Company in accordance with this Section 4, or (ii) as otherwise permitted or required by applicable laws.

Marketing Materials. Until The Company will file the Closing or termination template version of any “marketing materials” as defined in National Instrument 41-101 General Prospectus Requirements (“NI 41-101”) (“marketing materials”) approved by the Company and the Representative in the manner contemplated by Canadian Securities Laws with the Canadian Qualifying Authorities not later than the day on which such marketing materials are first provided to a potential investor in the offering of Securities pursuant to this Agreement, the Corporation and the Agent shall approve as confirmed in writing (by the Representative to the Company prior to the time of filing. Any comparables and all disclosure relating to such time that marketing materials are provided comparables shall be redacted (to potential investors) any marketing materials reasonably requested to be provided the fullest extent permitted by the Agent to any potential investor of Qualified Securities, such marketing materials to comply with Applicable Canadian Securities Laws. The Agent shall provide a copy ) from the template version of any marketing materials used in connection filed with the Offering Canadian Qualifying Authorities pursuant to the Corporation in accordance with this Section 4. The Corporation shall file paragraph and, where applicable, a template version and any revised complete template version of such marketing materials with (containing the Canadian Securities Regulators as soon as reasonably practicable after such marketing materials are so approved in writing by the Corporation and the Agent, and in any event on or before the day the marketing materials are first provided to any potential investor of Qualified Securities, and such filing shall constitute the Agent’s authority to use such marketing materials in connection with the Offering. Any comparables shall be redacted from the template version in accordance with NI 44-101 prior to filing such template version with the Canadian Securities Regulators and a complete template version containing such comparables and any disclosure relating to the comparables, if any, related disclosure) shall be delivered to the applicable Canadian Qualifying Authorities by the Company in compliance with Canadian Securities Regulators by the CorporationLaws. The Corporation Company and the AgentUnderwriters, on a several basis, covenant and agree: agree (ai) not to provide any potential investor of Qualified Securities with any marketing materials unless a template version of such marketing materials has been filed by the Corporation Company with the Canadian Securities Regulators Qualifying Authorities on or before the day such marketing materials are first provided to any potential investor of Qualified Securities; , (bii) not to provide any potential investor in the Qualifying Provinces with any materials or information in relation to the Offering distribution of the Securities or the Corporation Company other than: than (ia) such marketing materials that have been approved and filed in accordance with this Section 4; NI 44-101, (iib) the Canadian Preliminary Prospectus or the Canadian Final Prospectus or any Prospectus Amendment; supplement or amendment thereto (and for the avoidance of doubt, includes any documents incorporated by reference), and (iiic) any “standard term sheets”, as defined in NI 41- 101, ” (within the meaning of Applicable Securities Laws) approved in writing by the Corporation Company and Representative on behalf of the Agent; and Underwriters, and (ciii) that any marketing materials approved and filed in accordance with this Section 4 NI 44-101 and any standard term sheets approved in writing by the Corporation Company and the Agent Representative on behalf of the Underwriters, shall only be provided to potential investors in the Selling Jurisdictions where the provision of such marketing materials or standard term sheets does not contravene Applicable Securities LawsQualifying Provinces.

Marketing Materials. Until (1) In connection with the Closing or termination distribution of this Agreementthe Offered Securities: (a) the Company shall prepare, in consultation with the Corporation Co-Lead Underwriters, and the Agent shall approve in writing (writing, prior to such the time that the marketing materials are provided to potential investors) any , if any, a template version of the marketing materials reasonably requested to be provided by the Agent Underwriters to any potential investor of Qualified Securities, investor; such marketing materials to shall comply with Applicable Canadian Securities Laws and be acceptable in form and substance to the Underwriters, acting reasonably, and such template version shall be approved in writing by the Co-Lead Underwriters, on behalf of all of the Underwriters, prior to the time the marketing materials are provided to potential investors; (b) the Company shall, to the extent required by Canadian Securities Laws. The Agent shall provide a copy of any marketing materials used in connection with , file the Offering to the Corporation in accordance with this Section 4. The Corporation shall file a template version and any revised template version of such the marketing materials referred to in Section 6(1)(a) above, if any, with the Canadian Securities Regulators as soon as reasonably practicable after such the template version of the marketing materials are is so approved in writing by the Corporation Company and by the AgentCo-Lead Underwriters, on behalf of all of the Underwriters, and in any event on or before the day the marketing materials are first provided to any potential investor of Qualified Securities, and such filing shall constitute the Agent’s authority to use such marketing materials in connection with the Offering. Any investor; and (c) any comparables shall be redacted from the template version of the marketing materials, if any, in accordance with NI 4441-101 prior to filing such template version with the Canadian Securities Regulators and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Canadian Securities Regulators by the Corporation. The Corporation Company as required by Canadian Securities Laws. (2) Following the approvals and filings set forth in the foregoing paragraphs, the Underwriters may provide the marketing materials, if any, to potential investors to the extent permitted by Canadian Securities Laws and applicable United States Securities Laws. (3) If applicable, the Company shall prepare and file a Marketing Materials Amendment provided to potential investors in connection with the offering of the Offered Securities where required under Canadian Securities Laws, and the Agentforegoing paragraphs above shall also apply to such revised template version. (4) The Company and each Underwriter, on a several basisseverally and not jointly (or jointly and severally), covenant and agree: (a) , during the period from the date of this Agreement until the later of the Closing Date and the date of completion of distribution of the Offered Securities under the Final Offering Documents, not to provide any potential investor of Qualified in the Offered Securities with any marketing materials unless a template version of such marketing materials has been filed by the Corporation with the Canadian Securities Regulators on or before the day such marketing materials are first provided to any potential investor of Qualified Securities; (b) not to provide any potential investor with any materials or information in relation to the Offering distribution of the Offered Securities, or the Corporation Company, other than: (i) such marketing materials that have been approved and filed in accordance with this Section 4; 6, (ii) the Prospectus or any Prospectus Amendment; standard term sheets (provided they are in compliance with applicable Canadian Securities Laws), and (iii) any “standard term sheets”, as defined in NI 41- 101, approved in writing by the Corporation and the Agent; and (c) that any marketing materials approved and filed in accordance with this Section 4 and any standard term sheets approved in writing by the Corporation and the Agent shall only be provided to potential investors in the Selling Jurisdictions where the provision of such marketing materials or standard term sheets does not contravene Applicable Securities LawsOffering Documents.

Marketing Materials. Until 5.1 In connection with the Closing or termination distribution of this Agreementthe Securities: (i) the Company shall prepare, in consultation with the Corporation Joint Bookrunners, and the Agent shall approve in writing (writing, prior to such the time that the marketing materials are provided to potential investors) any , a template version of the marketing materials reasonably requested to be provided by the Agent Underwriters to any potential investor of Qualified Securities, investor; such marketing materials to shall comply with Applicable Canadian Securities Laws. The Agent Laws and be acceptable in form and substance to the Underwriters, acting reasonably, and such template version shall provide a copy be approved in writing by the Joint Bookrunners, on behalf of any all of the Underwriters, and the Company, prior to the time the marketing materials used in connection with are provided to potential investors; (ii) the Offering to the Corporation in accordance with this Section 4. The Corporation Company shall file a template version and any revised the template version of such the marketing materials referred to in paragraph 5.1(i) above, with the Canadian Securities Regulators as soon as reasonably practicable after such the template version of the marketing materials are is so approved in writing by the Corporation Company and by the AgentJoint Bookrunners, on behalf of all of the Underwriters, and in any event on or before the day the marketing materials are first provided to any potential investor and the Joint Bookrunners confirm that they informed the Company of Qualified Securities, and such filing shall constitute the Agent’s authority to use date on which such marketing materials in connection with the Offering. Any were first provided to potential investors; and (iii) any comparables shall be redacted from the template version of the marketing materials in accordance with NI 4441-101 prior to filing such template version with the Canadian Securities Regulators and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Canadian Securities Regulators by the CorporationCompany as required by Canadian Securities Laws. Following the approvals and filings set forth in the foregoing paragraphs, the Underwriters may provide a limited-use version of the marketing materials to potential investors to the extent permitted by Canadian Securities Laws and applicable United States Securities Laws. The Corporation Company shall prepare and file a revised template version of any marketing materials provided to potential investors in connection with the offering of the Securities where required under Canadian Securities Laws, and the Agentforegoing paragraphs above shall also apply to such revised template version. During the period of distribution of the Securities, the Company and the Underwriters, on a several solidary basis, covenant and agree: (ai) not to provide any potential investor of Qualified Securities with any marketing materials unless a template version of such marketing materials has been or will be filed by the Corporation Company with the Canadian Securities Regulators on or before the day such marketing materials are first provided to any potential investor of Qualified Securities;investor; and (bii) not to provide any potential investor with any materials or information in relation to the Offering or the Corporation other thanwith: (i) any marketing materials relating to the distribution of the Securities other than such marketing materials that for which the template versions thereof have been approved and filed in accordance with this Section 4; the foregoing paragraphs, or (ii) the Prospectus or any Prospectus Amendment; and (iii) any “standard term sheets”, sheet (as defined in NI 41- 41-101, approved in writing by ) relating to the Corporation and distribution of the Agent; and (c) that any marketing materials approved and filed in accordance with this Section 4 and any Securities other than such standard term sheets approved in writing by the Corporation Company and the Agent shall only be provided Joint Bookrunners, on behalf of all of the Underwriters; 5.2 The Underwriters will not make any representations or warranties with respect to potential investors the Company or the Securities, other than as set forth in this Agreement, the Selling Jurisdictions where Preliminary Prospectus, the provision of such Amended Preliminary Prospectus, the Final Prospectus, any Prospectus Amendment, the Final Offering Memorandum and any marketing materials or standard term sheets does not contravene Applicable Securities Lawsapproved in writing by the Joint Bookrunners and the Company in accordance with this Section 5, and other than as permitted by applicable laws, without the written approval of the Company, acting reasonably. 5.3 No Underwriter will be liable under this Section 5 respect to a default by any of the other Underwriters or a Selling Firm appointed by any of the other Underwriters.

Marketing Materials. Until ‌ (a) During the Closing or termination distribution of this Agreement, the Offered Units: (i) the Corporation will comply with all applicable Securities Laws relating to its activities during the period of distribution of the Offered Units; (ii) the Corporation and the Agent Agents, shall approve in writing (writing, prior to such the time that marketing materials Marketing Materials are provided to potential investors) , a template version of any marketing materials Marketing Materials reasonably requested to be provided by the Agent Agents to any such potential investor of Qualified Securitiesinvestor, such marketing materials Marketing Materials to comply with Applicable Securities Laws. The Agent shall provide a copy of any marketing materials used in connection with the Offering to the Corporation in accordance with this Section 4. The Corporation shall file a template version and any revised template version of such marketing materials Marketing Materials with the Canadian Securities Regulators as soon as reasonably practicable after such marketing materials Marketing Materials are so approved in writing by the Corporation and the AgentAgents, and in any event on or before the day the marketing materials Marketing Materials are first provided to any potential investor of Qualified SecuritiesOffered Units, and such filing shall constitute the Agent’s Agents’ authority to use such marketing materials Marketing Materials in connection with the Offering. Any comparables shall be redacted from the template version in accordance with NI 4441-101 prior to filing such template version with the Canadian Securities Regulators and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Canadian Securities Regulators by the Corporation. The Corporation shall prepare and file with the Canadian Securities Regulators a revised template version of any Marketing Materials provided to potential investors of Offered Units where required under Securities Laws; and‌ (iii) the Corporation and the AgentAgents, on a several basisbasis (not joint, and not joint and several), covenant and agree: (aA) not to provide any potential investor of Qualified Securities Offered Units with any marketing materials Marketing Materials unless a template version of such marketing materials Marketing Materials has been filed by the Corporation with the Canadian Securities Regulators on or before the day such marketing materials Marketing Materials are first provided to any potential investor of Qualified Securities;Offered Units; and (bB) not to provide any potential investor with any materials or information in relation to the Offering distribution of the Offered Units or the Corporation other than: (ia) such marketing materials Marketing Materials that have been approved and filed in accordance with this Section 4subparagraph 5(a)(ii) and that are otherwise in compliance with applicable Canadian Securities Laws; (iib) the Prospectus or any Prospectus AmendmentProspectus; and (iiic) any “standard term sheets”, as defined in NI 41- 101, Standard Term Sheets approved in writing by the Corporation and the Agent; andAgents. (cb) that No Agent will be liable under this paragraph 5 with respect to a default by any marketing materials approved and filed in accordance with this Section 4 and of the other Agents or a Selling Firm appointed by any standard term sheets approved in writing by of the Corporation and the Agent shall only be provided to potential investors in the Selling Jurisdictions where the provision of such marketing materials or standard term sheets does not contravene Applicable Securities Lawsother Agents.

Marketing Materials. Until (a) In connection with the Closing or termination distribution of this Agreementthe Shares: (i) the Company shall prepare, in consultation with the Corporation Joint Active Bookrunners, and the Agent shall approve in writing (writing, prior to such the time that the marketing materials are provided to potential investors) any , a template version of the marketing materials reasonably requested to be provided by the Agent Underwriters to any potential investor of Qualified Securities, investor; such marketing materials to shall comply with Applicable Securities Laws. The Agent Laws (as defined below) and be acceptable in form and substance to the Underwriters, acting reasonably, and such template version shall provide a copy be approved in writing by the Joint Active Bookrunners, on behalf of any all of the Underwriters, and the Company, prior to the time the marketing materials used in connection with are provided to potential investors; (ii) if required by Canadian Securities Laws, the Offering to the Corporation in accordance with this Section 4. The Corporation Company shall file a template version and any revised or deliver, as the case may be, the template version of such the marketing materials referred to in paragraph 4(a)(i) above, with the Canadian Securities Regulators as soon as reasonably practicable after such the template version of the marketing materials are is so approved in writing by the Corporation Company and by the AgentJoint Active Bookrunners, on behalf of all of the Underwriters, and in any event on or before the day the marketing materials are first provided to any potential investor and the Joint Active Bookrunners confirm that they have informed or will inform, as the case may be, the Company of Qualified Securities, and such filing shall constitute the Agent’s authority to use date on which such marketing materials in connection with were provided or are first provided, as the Offering. Any case may be, to potential investors; and (iii) the Company shall redact any comparables shall be redacted from the template version of the marketing materials in accordance with NI 44-101 102 prior to filing such template version with the Canadian Securities Regulators and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Canadian Securities Regulators by the CorporationCompany as required by Canadian Securities Laws. Following the approvals and any applicable filings set forth in the foregoing paragraphs, the Underwriters may provide a limited-use version of the marketing materials to potential investors to the extent permitted by Canadian Securities Laws. (b) The Corporation Company shall prepare and file or deliver, as the case may be, a revised template version of any marketing materials provided to potential investors in connection with the Offering, and the Agentforegoing paragraphs shall also apply to such revised template version. (c) During the period of distribution of the Shares, on a several basisthe Company and the Underwriters, severally and not jointly, covenant and agree: (ai) to comply with Canadian Securities Laws in connection with the use of marketing materials; (ii) not to provide any potential investor, and that no potential investor of Qualified Securities with has been provided, with: (i) any marketing materials unless a template version of other than such marketing materials for which the template versions thereof have been approved by the Company and the Joint Active Bookrunners, on behalf of all of the Underwriters, and has been or will be filed or delivered, as the case may be, by the Corporation Company with the Canadian Securities Regulators on or before the day such marketing materials are first provided to any potential investor of Qualified Securities; (b) not to provide any potential investor with any materials investor, or information in relation to the Offering or the Corporation other than: (i) such marketing materials that have been approved and filed in accordance with this Section 4; (ii) the Prospectus or any Prospectus Amendment; and (iii) any “standard term sheets”, sheet (as defined in NI 41- 41-101, approved in writing by ) relating to the Corporation and distribution of the Agent; and (c) that any marketing materials approved and filed in accordance with this Section 4 and any Shares other than such standard term sheets approved in writing by the Corporation Company and the Agent shall only be provided Joint Active Bookrunners, on behalf of all of the Underwriters; and (iii) without the written approval of the Company and the Joint Active Bookrunners, as applicable, acting reasonably, not to provide any information to potential investors with respect to the Company or the Shares other than (i) as set forth in this Agreement, the Selling Jurisdictions where the provision of such Offering Documents, and any marketing materials or standard term sheets does not contravene Applicable Securities Lawsapproved in writing by the Joint Active Bookrunners and the Company in accordance with Section 4, or (ii) as otherwise permitted or required by applicable laws.

Marketing Materials. Until (1) In connection with the Closing or termination distribution of this Agreementthe Offered Units: (a) the Company shall in consultation with and upon the request by the Lead Underwriter, the Corporation prepare and the Agent shall approve in writing (writing, prior to such the time that the marketing materials are provided to potential investors) any , a template version of the marketing materials reasonably requested to be provided by the Agent Underwriters to any potential investor of Qualified Securities, investor; such marketing materials to shall comply with Applicable Canadian Securities Laws. The Agent Laws and be acceptable in form and substance to the Underwriters, acting reasonably, and such template version shall provide a copy be approved in writing by the Lead Underwriter, on behalf of any all of the Underwriters, prior to the time the marketing materials used in connection with are provided to potential investors; (b) the Offering to the Corporation in accordance with this Section 4. The Corporation Company shall file a template version and any revised the template version of such the marketing materials referred to in Section 6(1)(a) above with the Canadian Securities Regulators as soon as reasonably practicable after such the template version of the marketing materials are is so approved in writing by the Corporation Company and by the AgentLead Underwriter, on behalf of all of the Underwriters, and in any event on or before the day the marketing materials are first provided to any potential investor of Qualified Securities, and such filing shall constitute the Agent’s authority to use such marketing materials in connection with the Offering. Any investor; and (c) any comparables shall be redacted from the template version of the marketing materials in accordance with NI 4441-101 prior to filing such template version with the Canadian Securities Regulators and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Canadian Securities Regulators by the Corporation. The Corporation and the Agent, on a several basis, covenant and agree:Company as required by Canadian Securities Laws. (a2) not to Following the approvals and filings set forth in the foregoing paragraphs, the Underwriters may provide any potential investor of Qualified Securities with any the marketing materials unless a template version of such marketing materials has been filed to potential investors to the extent permitted by the Corporation with the Canadian Securities Regulators on or before the day such marketing materials are first provided to any potential investor of Qualified Securities;Laws and applicable United States Securities Laws. (b3) not to provide any potential investor with any materials or information in relation to the Offering or the Corporation other than: (i) such marketing materials that have been approved The Company shall prepare and filed in accordance with this Section 4; (ii) the Prospectus or any Prospectus Amendment; and (iii) any “standard term sheets”, as defined in NI 41- 101, approved in writing by the Corporation and the Agent; and (c) that any marketing materials approved and filed in accordance with this Section 4 and any standard term sheets approved in writing by the Corporation and the Agent shall only be file a Marketing Materials Amendment provided to potential investors in connection with the Selling Jurisdictions offering of the Offered Units where the provision of such marketing materials or standard term sheets does not contravene Applicable required under Canadian Securities Laws, and the foregoing paragraphs above shall also apply to such revised template version.

Marketing Materials. Until 5.1 The Company shall prepare, in consultation with the Closing or termination of this AgreementBookrunners, the Corporation and the Agent shall approve in writing (writing, prior to such the time that the marketing materials are provided to potential investors) any , a template version of the marketing materials reasonably requested to be provided by the Agent Underwriters to any potential investor of Qualified Securities, investor; such marketing materials to shall comply with Applicable Canadian Securities Laws. The Agent Laws and be acceptable in form and substance to the Underwriters, acting reasonably, and such template version shall provide a copy be approved in writing by the Bookrunners, on behalf of any all of the Underwriters, and the Company, prior to the time the marketing materials used in connection with the Offering are provided to the Corporation in accordance with this Section 4. potential investors. 5.2 The Corporation Company shall file a template version and any revised the template version of such the marketing materials referred to in paragraph 5.1 above, with the Canadian Securities Regulators as soon as reasonably practicable after such the template version of the marketing materials are is so approved in writing by the Corporation Company and by the AgentBookrunners, on behalf of all of the Underwriters, and in any event on or before the day the marketing materials are first provided to any potential investor and the Bookrunners confirm that they have informed or will inform, as the case may be, the Company of Qualified Securities, and such filing shall constitute the Agent’s authority to use date on which such marketing materials in connection with were provided or are first provided to potential investors, as the Offering. case may be. 5.3 Any comparables shall be redacted from the template version of the marketing materials in accordance with NI 41-101, NI 44-101 and NI 44-102 prior to filing such template version with the Canadian Securities Regulators and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Canadian Securities Regulators by the Corporation. The Corporation Company as required by Canadian Securities Laws. 5.4 Any marketing materials approved and filed in accordance with this Agreement and any standard term sheets approved in writing by the Company and the AgentBookrunners, on shall only be provided to potential investors in those jurisdictions where it is lawful to do so. Following the approvals and filings set forth in the foregoing paragraphs 5.1 to 5.4, the Underwriters may provide a several basislimited-use version of the marketing materials to potential investors to the extent permitted by Canadian Securities Laws and applicable U.S. Securities Laws. 5.5 The Company shall prepare and file a revised template version of any marketing materials provided to potential investors in connection with the offering of the Securities where required under Canadian Securities Laws, and the foregoing paragraphs shall also apply to such revised template version. 5.6 During the Distribution Period, the Company and the Underwriters, severally (and not jointly) covenant and agree: (a) 5.6.1 to comply with Canadian Securities Laws in connection with the use of marketing materials; 5.6.2 not to provide any potential investor of Qualified Securities with any marketing materials unless a template version of such marketing materials has been or will be filed by the Corporation Company with the Canadian Securities Regulators on or before the day such marketing materials are first provided to any potential investor of Qualified Securities;investor; and (b) 5.6.3 not to provide any potential investor with any materials or information in relation to the Offering distribution of the Securities or the Corporation Company other than: (i) such any marketing materials that relating to the distribution of the Securities for which the template versions thereof have been approved and filed in accordance with this Section 4; 5, (ii) the Prospectus or any Prospectus Amendment; and Offering Documents, (iii) any “standard term sheets”, sheet (as defined in NI 41-101) approved by writing by the Company and the Bookrunners relating to the distribution of the Securities, (iv) any “preliminary prospectus notice” or “final prospectus notice” each as defined in NI 41-101 and in accordance with NI 41- 101; and (v) any email communication to persons reasonably believed to be Qualified Institutional Buyers that are not resident in Canada regarding the commencement of the offering of the Securities and containing information derived from the Company marketing materials and applicable securities law legends. 5.7 The Underwriters will not make any representations or warranties with respect to the Company or the Securities, other than as set forth in this Agreement, the Prospectus, the Offering Memorandum and any Offering Document Amendment and any marketing materials approved in writing by the Corporation Bookrunners and the Agent; and (c) that any marketing materials approved and filed Company in accordance with this Section 4 5, and any standard term sheets approved other than as permitted by applicable laws, without the written approval of the Company, acting reasonably. 5.8 The Underwriters severally (and not jointly) covenant and agree to comply with Canadian Securities Laws in writing by the Corporation and the Agent shall only be provided to potential investors in the Selling Jurisdictions where connection with the provision of such marketing materials to potential purchasers by sending them, together with marketing materials, a copy of the Prospectus and any Prospectus Amendment. 5.9 No Underwriter will be liable under this Section 5 with respect to a default by any of the other Underwriters or standard term sheets does not contravene Applicable Securities Lawsa Selling Firm appointed by any of the other Underwriters.

Marketing Materials. Until (a) In connection with the Closing or termination distribution of this Agreementthe Securities: (i) the Company shall prepare, in consultation with the Corporation Selling Shareholders and the Agent shall Co-Lead Underwriters, and approve in writing (writing, prior to such the time that the marketing materials are provided to potential investors) any , a template version of the marketing materials reasonably requested to be provided by the Agent Underwriters to any potential investor of Qualified Securities, investor; such marketing materials to shall comply with Applicable Canadian Securities Laws. The Agent Laws and be acceptable in form and substance to the Underwriters, acting reasonably, and such template version shall provide a copy be approved in writing by the Co-Lead Underwriters, on behalf of any all of the Underwriters, prior to the time the marketing materials used in connection with are provided to potential investors; (ii) the Offering to the Corporation in accordance with this Section 4. The Corporation Company shall file a template version and any revised the template version of such the marketing materials referred to in paragraph 6(a)(i) above with the Canadian Securities Regulators as soon as reasonably practicable after such the template version of the marketing materials are is so approved in writing by the Corporation Company and by the AgentCo-Lead Underwriters, on behalf of all of the Underwriters, and in any event on or before the day the marketing materials are first provided to any potential investor of Qualified Securities, and such filing shall constitute the Agent’s authority to use such marketing materials in connection with the Offering. Any investor; and (iii) any comparables shall be redacted from the template version of the marketing materials and such redactions shall be made in accordance compliance with the related requirements of NI 4441-101 prior to filing such template version with the Canadian Securities Regulators and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Canadian Securities Regulators by the Corporation. The Corporation and the Agent, on a several basis, covenant and agree: (a) not to provide any potential investor of Qualified Securities with any marketing materials unless a template version of such marketing materials has been filed Company as required by the Corporation with the Canadian Securities Regulators on or before the day such marketing materials are first provided to any potential investor of Qualified Securities;Laws. (b) not to provide The Company shall comply with applicable Canadian Securities Laws and other applicable laws in connection with the filing of the French language versions of any potential investor with any materials or information in relation such marketing materials, and a copy thereof shall be delivered to the Offering or the Corporation other than: (i) Underwriters as soon as practicable following such marketing materials that have been approved and filed in accordance with this Section 4; (ii) the Prospectus or any Prospectus Amendment; and (iii) any “standard term sheets”, as defined in NI 41- 101, approved in writing by the Corporation and the Agent; andfiling. (c) that any Following the approvals and filings set forth in the foregoing paragraphs, the Underwriters may provide the marketing materials approved to potential investors to the extent permitted by Canadian Securities Laws and filed in accordance with this Section 4 applicable United States Securities Laws. (d) The Company shall prepare and any standard term sheets approved in writing by the Corporation and the Agent shall only be file a Marketing Materials Amendment provided to potential investors in connection with the Selling Jurisdictions offering of the Securities where the provision of such marketing materials or standard term sheets does not contravene Applicable required under Canadian Securities Laws, and the foregoing paragraphs above shall also apply to such revised template version. (e) No Underwriter will be liable under this Section 6 with respect to a default by any of the other Underwriters or a Selling Firm appointed by any of the other Underwriters.

Marketing Materials. Until The Company shall prepare, in consultation with the Closing or termination of this AgreementUnderwriters and their counsel, the Corporation and the Agent shall approve in writing (prior to such time that marketing materials are provided to potential investors) writing, any marketing materials Marketing Materials, including any a template version of any Marketing Materials reasonably requested to be provided by the Agent to any potential investor of Qualified SecuritiesUnderwriters, and such marketing materials to Marketing Materials shall comply with Applicable Canadian Securities Laws. The Agent Laws and shall provide a copy of any marketing materials used be acceptable in connection with the Offering form and substance to the Corporation in accordance with this Section 4Underwriters and their counsel, acting reasonably. The Corporation Unless an exemption is available under applicable Canadian Securities Laws and the conditions to the availability of such exemption are satisfied, the Company shall file a template version and of any revised template version of such marketing materials Marketing Materials with the applicable Qualifying Authorities in accordance with Canadian Securities Regulators Laws as soon as reasonably practicable practical after such marketing materials Marketing Materials are so approved in writing by the Corporation Company and the AgentUnderwriters, if required pursuant to Canadian Securities Laws, and in any event on or before the day the marketing materials Marketing Materials are first provided to any potential investor purchaser of Qualified Securities, the Securities and such filing the Company shall constitute the Agent’s authority to use such marketing materials in connection with the Offering. Any comparables shall be redacted from the template version in accordance with NI 44-101 prior to filing provide a copy of such template version with to the Canadian Securities Regulators and Underwriters as soon as practicable following such filing; provided, however, that a complete template version containing such comparables and any disclosure relating to of the comparables, if anyMarketing Materials, shall be delivered to the Qualifying Authorities in compliance with the Canadian Securities Regulators Laws by the CorporationCompany. The Corporation Company and the Agent, on a several basis, Underwriters each covenant and agree: (a) agree not to provide any potential investor purchaser of Qualified Securities with any marketing materials unless a template version of such marketing materials has Marketing Materials except for Marketing Materials which have been so approved, and each represents to the other that they have not provided any Marketing Materials for this offering that would otherwise have to be filed by to the Corporation applicable Qualifying Authorities in accordance with the Canadian Securities Regulators on or before the day such marketing materials are first provided Laws to any potential investor of Qualified Securities; (b) not to provide any potential investor with any materials or information in relation prior to the Offering or the Corporation other than: (i) such marketing materials that have been approved and filed in accordance with date of this Section 4; (ii) the Prospectus or any Prospectus Amendment; and (iii) any “standard term sheets”, as defined in NI 41- 101, approved in writing by the Corporation and the Agent; and (c) that any marketing materials approved and filed in accordance with this Section 4 and any standard term sheets approved in writing by the Corporation and the Agent shall only be provided to potential investors in the Selling Jurisdictions where the provision of such marketing materials or standard term sheets does not contravene Applicable Securities LawsAgreement.

Marketing Materials. Until 8.1 During the Closing or termination distribution of this Agreementthe Offered Securities, the Corporation and RBC, on behalf of the Agent Underwriters, shall approve in writing (writing, prior to such time that marketing materials are provided to potential Canadian investors) , any marketing materials reasonably requested to be provided by the Agent Underwriters to any potential Canadian investor of Qualified Offered Securities, such marketing materials to comply with Applicable applicable Canadian Securities Laws. The Agent shall provide a copy of any marketing materials used in connection with the Offering to the Corporation in accordance with this Section 4. The Corporation shall file a template version and any revised template version of such marketing materials with the Canadian Securities Regulators Commissions as soon as reasonably practicable after such marketing materials are so approved in writing by the Corporation and RBC, on behalf of the AgentUnderwriters, and in any event on or before the day the marketing materials are first provided to any potential Canadian investor of Qualified Offered Securities, and such filing approval of such marketing materials by the Corporation shall constitute the Agent’s Underwriters’ authority to use any Marketing Documents that are derived from the template version of such marketing materials in connection with the Offering. Any comparables , and the Corporation shall be redacted from the template version in accordance comply with NI 44-101 prior to filing such template version with the Canadian Securities Regulators and a complete template version containing such comparables and any disclosure relating to the comparables, Section 13.2(i) if any, shall be delivered to the Canadian Securities Regulators by the Corporation. applicable. 8.2 The Corporation and the AgentUnderwriters, on a several basis, covenant and agree: (a) not to provide any potential Canadian investor of Qualified Offered Securities with any marketing materials unless a template version of such marketing materials has been filed by the Corporation with the Canadian Securities Regulators Commissions on or before the day such marketing materials are first provided to any potential Canadian investor of Qualified Offered Securities; (b) not to provide any potential Canadian investor with any written materials or information in relation to the Offering distribution of the Offered Securities or the Corporation other than: (i) such marketing materials that have been approved and filed in accordance with this Section 48.1; (ii) the Final Shelf Prospectus, the Preliminary Prospectus or Supplement, the Prospectus Supplement and any Prospectus AmendmentSupplemental Material; and (iii) any “standard term sheets”prior to closing of the sale of the Initial Debentures, as defined in NI 41- 101, approved in writing by the Corporation and the Agent; and (c) that any marketing materials approved and filed in accordance with this Section 4 and any standard term sheets approved in writing by the Corporation and RBC, on behalf of the Agent Underwriters, and, thereafter, any standard term sheets that comply with applicable Canadian securities laws; and (c) that only marketing materials approved in accordance with Section 8.1 and, prior to closing of the sale of the Initial Debentures, any standard term sheets approved in writing by the Corporation and RBC, on behalf of the Underwriters, and, thereafter, any standard term sheets that comply with applicable Canadian securities laws, have been and shall only be provided to potential investors in the Selling Jurisdictions where the provision of such marketing materials or standard term sheets does not contravene Applicable Securities LawsCanadian investors.

Marketing Materials. Until (a) In connection with the Closing or termination use of this Agreement, the Corporation and the Agent shall approve in writing (prior to such time that marketing materials are provided to potential investors) any marketing materials reasonably requested to be provided by other than the Agent to any potential investor of Qualified Securities, such marketing materials to comply with Applicable Securities Laws. The Agent shall provide a copy of any marketing materials used road show in connection with the Offering distribution of the Shares: (i) the Corporation has prepared, in consultation with the Representative and U.S. Representative, and has approved in writing, prior to the Corporation time the marketing materials (if any) were provided to potential investors in accordance with this Section 4. The Corporation shall file Canada, a template version of the marketing materials; such marketing materials (if any) comply with applicable requirements of Canadian Securities Laws, and any revised such template version had been approved in writing by the Representative, on behalf of all of the Underwriters, and the Corporation, prior to the time such marketing materials were provided to potential investors in Canada; (ii) the Corporation has filed the template version of such marketing materials above with the Canadian Securities Regulators as soon as reasonably practicable after such marketing materials are so approved in writing by the Corporation and the AgentRegulators, and in any event has filed such materials on or before the day the such marketing materials are were first provided to any potential investor of Qualified Securities, and such filing shall constitute the Agent’s authority to use such marketing materials in connection with the Offering. Any investor; and (iii) any comparables shall be have been redacted from the template version of such marketing materials in accordance with NI 4441-101 prior to filing such template version with the Canadian Securities Regulators Regulators, and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be has been delivered to the Canadian Securities Regulators by the CorporationCorporation as required by Canadian Securities Laws. The Corporation confirms its approval of the Underwriters providing a limited-use version of such marketing materials above to potential investors to the extent permitted by Canadian Securities Laws and any other applicable securities laws. (b) The Corporation shall also prepare and file a revised template version of any marketing materials referred to above provided to potential investors in connection with the Agentoffering of the Shares where required under Canadian Securities Laws. (c) In connection with the road show, the Corporation hereby confirms that it has caused a template version of the road show to be delivered to each Canadian Securities Regulator. (d) During the period of distribution of the Shares, the Underwriters, on a several basisbasis (and not joint or joint and several), covenant and agree: (ai) to comply with Canadian Securities Laws in connection with the use of such revised marketing materials; (ii) not to provide any potential investor of Qualified Securities with any marketing materials other than the road show referred to in (c) above unless a template version of such marketing materials has been or will be filed by the Corporation with the Canadian Securities Regulators on or before the day such marketing materials are first provided to any potential investor of Qualified Securities;investor; and (biii) not to provide any potential investor with any materials or information in relation to the Offering or the Corporation other thanwith: (i) any marketing materials relating to the distribution of the Shares other than the road show and any such marketing materials that for which the template versions thereof have been approved and filed in accordance with this Section 4; the foregoing paragraphs, or (ii) the Prospectus or any Prospectus Amendment; and (iii) any “standard term sheets”, sheet (as defined in NI 41- 41-101, approved in writing by ) relating to the Corporation and distribution of the Agent; and (c) that any marketing materials approved and filed in accordance with this Section 4 and any Shares other than such standard term sheets approved in writing by the Corporation and the Agent shall only be provided Representative, on behalf of all of the Underwriters. (e) The Underwriters will not make any representations or warranties with respect to potential investors the Corporation or the Shares, other than as set forth in the Selling Jurisdictions where the provision of such Prospectus and any marketing materials or standard term sheets does not contravene Applicable Securities Lawsapproved in writing by the Representative and the Corporation in accordance with this Section 5 or without the written approval of the Corporation, acting reasonably. (f) No Underwriter will be liable for a default by any of the other Underwriters or a Selling Firm appointed by any of the other Underwriters of such Underwriter’s obligations under this Section 5. (g) The Representative hereby confirms to the Corporation, on behalf of the Underwriters, that the Canadian Underwriters and the U.S. Underwriters have a reasonable expectation that the Shares sold in the combined offering of Canadian Stock and U.S. Stock will be sold primarily in the United States of America. Based upon the foregoing, the Final Base PREP Prospectus contains, and the Company shall cause the Supplemented PREP Prospectus and any Prospectus Amendment to contain, the contractual right of action prescribed by subsection 36A.1(5) of Form 41-101F1 under NI 41-101, or words to the same effect, as required by Section 13.12(2)(b) of NI 41-101.

Marketing Materials. Until The Company will file the Closing or termination template version of any “marketing materials” as defined in National Instrument 41-101 General Prospectus Requirements (“NI 41-101”) (“marketing materials”) approved by the Company and the Representatives in the manner contemplated by Canadian Securities Laws with the Canadian Qualifying Authorities not later than the day on which such marketing materials are first provided to a potential investor in the offering of Securities pursuant to this Agreement, the Corporation and the Agent shall approve as confirmed in writing (by the Representatives to the Company prior to the time of filing. Any comparables and all disclosure relating to such time that marketing materials are provided comparables shall be redacted (to potential investors) any marketing materials reasonably requested to be provided the fullest extent permitted by the Agent to any potential investor of Qualified Securities, such marketing materials to comply with Applicable Canadian Securities Laws. The Agent shall provide a copy ) from the template version of any marketing materials used in connection filed with the Offering Canadian Qualifying Authorities pursuant to the Corporation in accordance with this Section 4. The Corporation shall file paragraph and, where applicable, a template version and any revised complete template version of such marketing materials with (containing the Canadian Securities Regulators as soon as reasonably practicable after such marketing materials are so approved in writing by the Corporation and the Agent, and in any event on or before the day the marketing materials are first provided to any potential investor of Qualified Securities, and such filing shall constitute the Agent’s authority to use such marketing materials in connection with the Offering. Any comparables shall be redacted from the template version in accordance with NI 44-101 prior to filing such template version with the Canadian Securities Regulators and a complete template version containing such comparables and any disclosure relating to the comparables, if any, related disclosure) shall be delivered to the applicable Canadian Qualifying Authorities by the Company in compliance with Canadian Securities Regulators by the CorporationLaws. The Corporation Company and the AgentUnderwriters, on a several basis, covenant and agree: agree (ai) not to provide any potential investor of Qualified Securities with any marketing materials unless a template version of such marketing materials has been filed by the Corporation Company with the Canadian Securities Regulators Qualifying Authorities on or before the day such marketing materials are first provided to any potential investor of Qualified Securities; , (bii) not to provide any potential investor in the Canadian Qualifying Jurisdictions with any materials or information in relation to the Offering distribution of the Securities or the Corporation Company other than: than (ia) such marketing materials that have been approved and filed in accordance with this Section 4; NI 44-101, (iib) the Canadian Preliminary Prospectus or the Canadian Final Prospectus or any Prospectus Amendment; supplement or amendment thereto (and for the avoidance of doubt, includes any documents incorporated by reference), and (iiic) any “standard term sheets”, as defined in NI 41- 101, ” (within the meaning of Canadian Securities Laws) approved in writing by the Corporation Company and Representatives on behalf of the Agent; and Underwriters, and (ciii) that any marketing materials approved and filed in accordance with this Section 4 NI 44-101 and any standard term sheets approved in writing by the Corporation Company and the Agent Representatives on behalf of the Underwriters, shall only be provided to potential investors in the Selling Jurisdictions where the provision of such marketing materials or standard term sheets does not contravene Applicable Securities LawsCanadian Qualifying Jurisdictions.

Marketing Materials. Until The Company will file the Closing or termination template version of any “marketing materials” as defined in National Instrument 41-101 General Prospectus Requirements (“NI 41-101”) (“marketing materials”) approved by the Company and the Representatives in the manner contemplated by Canadian Securities Laws with the Canadian Qualifying Authorities not later than the day on which such marketing materials are first provided to a potential investor in the offering of Securities pursuant to this Agreement, the Corporation and the Agent shall approve as confirmed in writing (by the Representatives to the Company prior to the time of filing. Any comparables and all disclosure relating to such time that marketing materials are provided comparables shall be redacted (to potential investors) any marketing materials reasonably requested to be provided the fullest extent permitted by the Agent to any potential investor of Qualified Securities, such marketing materials to comply with Applicable Canadian Securities Laws. The Agent shall provide a copy ) from the template version of any marketing materials used in connection filed with the Offering Canadian Qualifying Authorities pursuant to the Corporation in accordance with this Section 4. The Corporation shall file paragraph and, where applicable, a template version and any revised complete template version of such marketing materials with (containing the Canadian Securities Regulators as soon as reasonably practicable after such marketing materials are so approved in writing by the Corporation and the Agent, and in any event on or before the day the marketing materials are first provided to any potential investor of Qualified Securities, and such filing shall constitute the Agent’s authority to use such marketing materials in connection with the Offering. Any comparables shall be redacted from the template version in accordance with NI 44-101 prior to filing such template version with the Canadian Securities Regulators and a complete template version containing such comparables and any disclosure relating to the comparables, if any, related disclosure) shall be delivered to the applicable Canadian Qualifying Authorities by the Company in compliance with Canadian Securities Regulators by the CorporationLaws. The Corporation Company and the AgentUnderwriters, on a several basis, covenant and agree: agree (ai) not to provide any potential investor of Qualified Securities with any marketing materials unless a template version of such marketing materials has been filed by the Corporation Company with the Canadian Securities Regulators Qualifying Authorities on or before the day such marketing materials are first provided to any potential investor of Qualified Securities; , (bii) not to provide any potential investor in the Qualifying Provinces with any materials or information in relation to the Offering distribution of the Securities or the Corporation Company other than: than (ia) such marketing materials that have been approved and filed in accordance with this Section 4; NI 44-101, (iib) the Canadian Preliminary Prospectus or the Canadian Final Prospectus or any Prospectus Amendment; supplement or amendment thereto (and for the avoidance of doubt, includes any documents incorporated by reference), and (iiic) any “standard term sheets”, as defined in NI 41- 101, ” (within the meaning of Applicable Securities Laws) approved in writing by the Corporation Company and Representatives on behalf of the Agent; and Underwriters, and (ciii) that any marketing materials approved and filed in accordance with this Section 4 NI 44-101 and any standard term sheets approved in writing by the Corporation Company and the Agent Representatives on behalf of the Underwriters, shall only be provided to potential investors in the Selling Jurisdictions where the provision of such marketing materials or standard term sheets does not contravene Applicable Securities LawsQualifying Provinces.

Marketing Materials. Until During the Closing or termination distribution of this Agreement, the Corporation Offered Shares: (a) the Company will comply with all applicable Securities Laws relating to its activities during the period of distribution of the Offered Shares; (b) the Company and the Agent shall Agent, will approve in writing (writing, prior to such the time that marketing materials Marketing Materials are provided to potential investors) , a template version of any marketing materials Marketing Materials reasonably requested to be provided by the Agent to any such potential investor of Qualified Securitiesinvestor, such marketing materials Marketing Materials to comply with Applicable Securities Laws. The Agent shall provide a copy of any marketing materials used in connection with the Offering to the Corporation in accordance with this Section 4. The Corporation shall Company will file a template version and any revised template version of such marketing materials Marketing Materials with the Canadian Securities Regulators as soon as reasonably practicable after such marketing materials Marketing Materials are so approved in writing by the Corporation Company and the Agent, and in any event on or before the day the marketing materials Marketing Materials are first provided to any potential investor of Qualified SecuritiesOffered Shares, and such filing shall will constitute the Agent’s authority to use such marketing materials Marketing Materials in connection with the Offering. Any comparables shall will be redacted from the template version in accordance with NI 44-101 41‐101 prior to filing such template version with the Canadian Securities Regulators and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall will be delivered to the Canadian Securities Regulators by the CorporationCompany. The Corporation Company will prepare and file with the Agent, on Canadian Securities Regulators a several basis, covenant revised template version of any Marketing Materials provided to potential investors of Offered Shares where required under Securities Laws; and (c) the Agent covenants and agreeagrees: (ai) not to provide any potential investor of Qualified Securities Offered Shares with any marketing materials Marketing Materials unless a template version of such marketing materials Marketing Materials has been filed by the Corporation Company with the Canadian Securities Regulators on or before the day such marketing materials Marketing Materials are first provided to any potential investor of Qualified Securities;Offered Shares; and (bii) not to provide any potential investor with any materials or information in relation to the Offering distribution of the Offered Shares or the Corporation Company other than: : (ia) such marketing materials Marketing Materials that have been approved and filed in accordance with this Section 4section 55(c)(A); (iib) the Prospectus or any Prospectus AmendmentProspectus; and (iiic) any “standard term sheets”, as defined in NI 41- 101, Standard Term Sheets approved in writing by the Corporation Company and the Agent; and (c) that any marketing materials approved and filed in accordance with this Section 4 and any standard term sheets approved in writing by the Corporation and the Agent shall only be provided to potential investors in the Selling Jurisdictions where the provision of such marketing materials or standard term sheets does not contravene Applicable Securities Laws.

Marketing Materials. Until (a) In connection with the Closing or termination distribution of this Agreementthe Shares: (i) the Company shall prepare, in consultation with the Corporation Representatives, and the Agent shall approve in writing (writing, prior to such the time that the marketing materials are provided to potential investors) any , a template version of the marketing materials reasonably requested to be provided by the Agent Underwriters to any potential investor of Qualified Securities, investor; such marketing materials to shall comply with Applicable Securities Laws. The Agent Laws (as defined below) and be acceptable in form and substance to the Underwriters, acting reasonably, and such template version shall provide a copy be approved in writing by the Representatives, on behalf of any all of the Underwriters, and the Company, prior to the time the marketing materials used in connection with are provided to potential investors; (ii) if required by Canadian Securities Laws, the Offering to the Corporation in accordance with this Section 4. The Corporation Company shall file a template version and any revised or deliver, as the case may be, the template version of such the marketing materials referred to in Section 4(a)(i) above, with the Canadian Securities Regulators as soon as reasonably practicable after such the template version of the marketing materials are is so approved in writing by the Corporation Company and by the AgentRepresentatives, on behalf of all of the Underwriters, and in any event on or before the day the marketing materials are first provided to any potential investor in Canada and the Representatives confirm that they have informed or will inform, as the case may be, the Company of Qualified Securities, and such filing shall constitute the Agent’s authority to use date on which such marketing materials were provided or are first provided, as the case may be, to potential investors in connection with Canada; and (iii) the Offering. Any Company shall redact any comparables shall be redacted from the template version of the marketing materials in accordance with NI 44-101 102 prior to filing such template version with the Canadian Securities Regulators and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Canadian Securities Regulators by the CorporationCompany as required by Canadian Securities Laws. Following the approvals and any applicable filings set forth in the foregoing paragraphs, the Underwriters may provide a limited-use version of the marketing materials to potential investors to the extent permitted by Canadian Securities Laws. (b) The Corporation Company shall prepare and file or deliver, as the case may be, a revised template version of any marketing materials provided to potential investors in connection with the Offering, and the Agentforegoing paragraphs of this Section 4 shall also apply to such revised template version. (c) During the period of distribution of the Shares, on a several basisthe Company and the Underwriters, severally and not jointly, covenant and agree: (ai) to comply with Canadian Securities Laws in connection with the use of marketing materials; (ii) not to provide any potential investor, and that no potential investor of Qualified Securities with has been provided, with: (x) any marketing materials unless a template version of other than such marketing materials for which the template versions thereof have been approved by the Company and the Representatives, on behalf of all of the Underwriters, and has been or will be filed or delivered, as the case may be, by the Corporation Company with the Canadian Securities Regulators on or before the day such marketing materials are first provided to any potential investor of Qualified Securities; in Canada, or (b) not to provide any potential investor with any materials or information in relation to the Offering or the Corporation other than: (i) such marketing materials that have been approved and filed in accordance with this Section 4; (ii) the Prospectus or any Prospectus Amendment; and (iiiy) any “standard term sheets”, sheet (as defined in NI 41- 41-101, approved in writing by ) relating to the Corporation and distribution of the Agent; and (c) that any marketing materials approved and filed in accordance with this Section 4 and any Shares other than such standard term sheets approved in writing by the Corporation Company and the Agent shall only be provided Representatives, on behalf of all of the Underwriters; and (iii) without the written approval of the Company and the Representatives, as applicable, acting reasonably, not to provide any information to potential investors with respect to the Company or the Shares other than (i) as set forth in this Agreement, the Selling Jurisdictions where the provision of such Offering Documents, and any marketing materials or standard term sheets does not contravene Applicable Securities Lawsapproved in writing by the Representatives and the Company in accordance with Section 4, or (ii) as otherwise permitted or required by applicable laws.

Marketing Materials. Until (1) In connection with the Closing or termination distribution of this Agreementthe Securities: (a) the Company shall prepare, in consultation with the Corporation Lead Underwriter, and the Agent shall approve in writing (writing, prior to such the time that the marketing materials are provided to potential investors) any , if any, a template version of the marketing materials reasonably requested to be provided by the Agent Underwriters to any potential investor of Qualified Securities, investor; such marketing materials to shall comply with Applicable Canadian Securities Laws. The Agent Laws and be acceptable in form and substance to the Underwriters, acting reasonably, and such template version shall provide a copy be approved in writing by the Lead Underwriter, on behalf of any all of the Underwriters, prior to the time the marketing materials used in connection with are provided to potential investors; (b) the Offering to the Corporation in accordance with this Section 4. The Corporation Company shall file a template version and any revised the template version of such the marketing materials referred to in Section 6(1)(a) above, if any, with the Canadian Securities Regulators as soon as reasonably practicable after such the template version of the marketing materials are is so approved in writing by the Corporation Company and by the AgentLead Underwriter, on behalf of all of the Underwriters, and in any event on or before the day the marketing materials are first provided to any potential investor of Qualified Securities, and such filing shall constitute the Agent’s authority to use such marketing materials in connection with the Offering. Any investor; and (c) any comparables shall be redacted from the template version of the marketing materials, if any, in accordance with NI 4441-101 prior to filing such template version with the Canadian Securities Regulators and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Canadian Securities Regulators by the Corporation. The Corporation and the Agent, on a several basis, covenant and agree:Company as required by Canadian Securities Laws. (a2) not Following the approvals and filings set forth in the foregoing paragraphs, the Underwriters may provide the marketing materials, if any, to provide any potential investor of Qualified Securities with any marketing materials unless a template version of such marketing materials has been filed investors to the extent permitted by the Corporation with the Canadian Securities Regulators on or before the day such marketing materials are first provided to any potential investor of Qualified Securities;Laws and applicable United States Securities Laws. (b3) not to provide any potential investor with any materials or information in relation to If applicable, the Offering or the Corporation other than: (i) such marketing materials that have been approved Company shall prepare and filed in accordance with this Section 4; (ii) the Prospectus or any Prospectus Amendment; and (iii) any “standard term sheets”, as defined in NI 41- 101, approved in writing by the Corporation and the Agent; and (c) that any marketing materials approved and filed in accordance with this Section 4 and any standard term sheets approved in writing by the Corporation and the Agent shall only be file a Marketing Materials Amendment provided to potential investors in connection with the Selling Jurisdictions offering of the Securities where the provision of such marketing materials or standard term sheets does not contravene Applicable required under Canadian Securities Laws, and the foregoing paragraphs above shall also apply to such revised template version.