Common use of Nature of the Transaction Clause in Contracts

Nature of the Transaction. Each Purchaser shall be a resident in an Offering Jurisdiction and shall purchase the Offered Securities pursuant to the Prospectus. The Corporation hereby agrees to comply with all Applicable Securities Laws on a timely basis in connection with the Distribution of the Offered Securities and the Corporation shall execute and file with the Securities Regulators all forms, notices and certificates relating to the Offering required to be filed pursuant to Applicable Securities Laws in the Offering Jurisdictions within the time required by Applicable Securities Laws in the Offering Jurisdictions. The Underwriter agrees to assist the Corporation in all commercially reasonable respects to secure compliance with all regulatory requirements in connection with the Offering, and to sell the Offered Securities only in the Offering Jurisdictions. During the Distribution of the Offered Securities, the Corporation and the Underwriter shall approve in writing (prior to such time that marketing materials are provided to potential investors) any marketing materials reasonably requested to be provided by the Underwriter to any potential investor, such marketing materials to comply with Applicable Securities Laws of the Canadian Offering Jurisdictions and the United States. The Underwriter shall provide a copy of any marketing materials used in connection with the Offering to the Corporation in accordance with this Section 1. The Corporation shall file a template version and any revised template version of such marketing materials with the Canadian Securities Regulators and if required by U.S. Securities Laws, with the SEC, as soon as reasonably practicable after such marketing materials are so approved in writing by the Corporation and the Underwriter, and in any event on or before the day the marketing materials are first provided to any potential investor, and such filing shall constitute the Underwriter’s authority to use such marketing materials in connection with the Offering. Any comparables shall be redacted from the template version in accordance with NI 44-101 prior to filing such template version with the Canadian Securities Regulators and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Canadian Securities Regulators and if required by U.S. Securities Laws, the SEC, by the Corporation. The Corporation and the Underwriter, on a several basis, covenant and agree:

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

Nature of the Transaction. Each Purchaser shall be a resident in an Offering Jurisdiction Based upon the foregoing and shall purchase the Offered Securities pursuant subject to the Prospectus. The terms and conditions set out below, the Corporation hereby agrees appoints the Agent to comply with all Applicable Securities Laws on a timely basis in connection with act as its exclusive agent, and the Distribution Agent hereby accepts such appointment, to effect the sale of the Offered Securities Units for an aggregate purchase price of a minimum of approximately $5,366,800 and the Corporation shall execute and file with the Securities Regulators all formsup to a maximum of $7,513,520, notices and certificates relating on a best efforts basis to the Offering required to be filed pursuant to Applicable Securities Laws persons resident in the Offering Jurisdictions within the time required by Applicable Securities Laws in the Offering Selling Jurisdictions. The Underwriter Agent agrees to assist the Corporation in all commercially reasonable respects to secure compliance with all regulatory requirements in connection with the Offering, and use its best efforts to sell the Offered Securities Units, but it is hereby understood and agreed that the Agent shall act as agent only in the Offering Jurisdictions. During the Distribution and is under no obligation to purchase any of the Offered SecuritiesUnits, although the Agent may subscribe for the Offered Units if it so desires. The Offering will be subject to subscriptions being received for the Minimum Offering. All funds received by the Agent will be held in trust until the Minimum Offering has been attained. Notwithstanding any other term of this Agreement, all subscription funds received by the Agent will be returned to the Purchasers if the Minimum Offering is not attained by the Closing Time. Until the Closing or termination of this Agreement, the Corporation and the Underwriter 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 Underwriter Agent to any potential investorinvestor of Offered Units, such marketing materials to comply with Applicable Securities Laws of the Canadian Offering Jurisdictions and the United StatesSelling Jurisdictions. The Underwriter Agent shall provide a copy of any marketing materials used in connection with the Offering Offering, to the Corporation in accordance with this Section 1. The Corporation shall file a template version and any revised template version of such marketing materials with the Canadian Securities Regulators and if required by U.S. Securities Laws, with the SEC, as soon as reasonably practicable after such marketing materials are so approved in writing by the Corporation and the UnderwriterAgent, and in any event on or before the day the marketing materials are first provided to any potential investorinvestor of Offered Units, and such filing shall constitute the UnderwriterAgent’s authority to use such marketing materials in connection with the Offering. Any comparables shall be redacted from the template version in accordance with NI 44-101 prior to filing such template version with the Canadian Securities Regulators and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Canadian Securities Regulators and if required by U.S. Securities Laws, the SEC, by the Corporation. The Corporation and the UnderwriterAgent, on a several basis, covenant and agree: