Common use of Sale of Placement Shares by the Agent Clause in Contracts

Sale of Placement Shares by the Agent. Subject to the terms and conditions of this Agreement, upon the Corporation’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell on behalf of the Corporation and as agent, such Placement Shares up to the amount specified during the time period specified, and otherwise in accordance with the terms of such Placement Notice. The Agent covenants and the Corporation acknowledges that the Agent will conduct the sale of Placement Shares in compliance with applicable law, rules and regulations including, without limitation, all applicable Securities Laws (as defined below), and, if applicable, the rules of the TSXV, and that such compliance may include a delay in commencement of sales efforts after receipt of a Placement Notice. The Agent will provide written confirmation to the Corporation no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day showing the number of Placement Shares sold on the TSXV and on any other “marketplace” (as such term is defined in NI 21-101 in Canada) (a “Canadian Marketplace”), the average price of the Placement Shares sold (showing the average price of the Placement Shares sold on the TSXV and any other Canadian Marketplace), the gross proceeds, the commissions payable by the Corporation to the Agent with respect to such sales, and the Net Proceeds (as defined below) payable to the Corporation. Subject to the terms and conditions of the Placement Notice, the Agent may sell Placement Shares by any method permitted by law that constitutes an “at the market distribution” under NI 44-102 and made in compliance with the Exemption (as defined herein), including, without limitation, sales made directly on the TSXV or on any other Canadian Marketplace. The Agent acknowledges and agrees that the aggregate number of Placement Shares sold on the TSXV and all other Canadian Marketplaces on any Trading Day shall not exceed 25% of the total trading volume of the Shares on the TSXV and all other Canadian Marketplaces on that Trading Day, and covenant not to exceed that threshold. The Agent covenants and agrees that, during the time the Agent is the recipient of a Placement Notice pursuant to Section 2 hereof that has not been suspended or terminated in accordance with the terms hereof, the Agent will monitor closely the market’s reaction to trades made on the TSXV or another Canadian Marketplace pursuant to this Agreement in order to evaluate the likely market impact of future trades, and that, if the Agent has concerns as to whether a particular sale contemplated by a Placement Notice may have a significant effect on the market price of the Shares, the Agent will, upon receipt of the applicable Placement Notice, recommend to the Corporation against effecting the trade at that time or on the terms proposed. The Agent and the Corporation acknowledge and agree that it is in the interest of both the Agent and the Corporation to minimize the market impact of sales of Placement Shares under the Offering. Notwithstanding the foregoing, the Corporation acknowledges and agrees that the Agent cannot provide complete assurances that any sale will not have a significant effect on the market price of the Shares. The Agent covenants and agrees that it will not (nor will any of its affiliates or any person or company acting jointly or in concert with the Agent) over-allot Placement Shares in connection with the distribution of Placement Shares in an “at-the-market distribution” (as defined in National Instrument 44-102 – Shelf Distributions) or effect any other transactions that are intended to stabilize or maintain the market price of the Shares in connection with such distribution. Notwithstanding anything to the contrary set forth in this Agreement or a Placement Notice, the Corporation acknowledges and agrees that (i) there can be no assurance that the Agent will be successful in selling any Placement Shares or as to the price at which any Placement Shares are sold, if at all, and (ii) the Agent will incur no liability or obligation to the Corporation or any other person or entity if it does not sell Placement Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell on behalf of the Corporation and as agent such Placement Shares as provided under this Section 3.

Sale of Placement Shares by the Agent. Subject to the terms and conditions of this Agreement, upon the CorporationCompany’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell on behalf of the Corporation Company and as agent, such Placement Shares up to the amount specified during the time period specified, and otherwise in accordance with the terms of such Placement Notice. The Agent covenants and the Corporation Company acknowledges that the Agent will conduct the sale of Placement Shares in compliance with applicable lawlaws, rules and regulations including, without limitation, all applicable Canadian Securities Laws (as defined below)Laws, and, if applicable, the rules of the TSXVTSX, and that such compliance may include a delay in commencement of sales efforts after receipt of a Placement Notice. The Agent will provide written confirmation to the Corporation Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day (showing the number of Placement Shares sold on the TSXV and TSX or on any other “marketplace” (as such term is defined in NI 21-101 in Canada) Canada (a “Canadian Marketplace”) and pursuant to any other sales method used by the Agent), the average price of the Placement Shares sold (showing the average price of the Placement Shares sold on the TSXV and TSX or any other Canadian MarketplaceMarketplace and pursuant to any other sales method used by the Agent), the gross proceeds, the commissions payable by the Corporation Company to the Agent with respect to such sales, sales and the Net Proceeds (as defined below) payable to the CorporationCompany. Subject to the terms and conditions of the Placement Notice, the Agent may sell Placement Shares by any method permitted by law that constitutes an “at the at-the-market distribution” under NI 44-102 and made in compliance with the Exemption (as defined herein)Exemption, including, without limitation, sales made directly on the TSXV TSX or any other Marketplace, provided for greater certainty that no such transactions may be made on any other Canadian Marketplaceexchange or quotation system outside of Canada. The Agent acknowledges and agrees that the aggregate number of Placement Shares sold on the TSXV TSX and all other Canadian Marketplaces on any Trading Day shall not exceed 25% of the total trading volume of the Shares on the TSXV TSX and all other Canadian Marketplaces on that Trading Day, and covenant covenants not to exceed that threshold. The Agent covenants and agrees that, during the time the Agent is the recipient of a Placement Notice pursuant to Section 2 hereof that has not been suspended or terminated in accordance with the terms hereof, the Agent will monitor closely the market’s reaction to trades made on the TSXV or another Canadian Marketplace pursuant to this Agreement in order to evaluate the likely market impact of future trades, and that, if the Agent has concerns as to whether a particular sale contemplated by a Placement Notice may have a significant effect on the market price of the Shares, the Agent will, upon receipt of the applicable Placement Notice, recommend to the Corporation against effecting the trade at that time or on the terms proposed. The Agent and the Corporation acknowledge and agree that it is in the interest of both the Agent and the Corporation to minimize the market impact of sales of Placement Shares under the Offering. Notwithstanding the foregoing, the Corporation acknowledges and agrees that the Agent cannot provide complete assurances that any sale will not have a significant effect on the market price of the Shares. The Agent covenants and agrees that it will not (nor will any of its affiliates or any person or company acting jointly or in concert with the Agent) over-allot Placement Shares in connection with the distribution of Placement Shares in an “at-the-market distribution” (as defined in National Instrument 44-102 – Shelf Distributions) or effect any other transactions that are intended to stabilize or maintain the market price of the Shares in connection with such distribution. Notwithstanding anything to the contrary set forth in this Agreement or a Placement Notice, the Corporation Company acknowledges and agrees that (i) there can be no assurance that the Agent will be successful in selling any Placement Shares or as to the price at which any Placement Shares are sold, if at all, and (ii) the Agent will incur no liability or obligation to the Corporation Company or any other person or entity if it does they do not sell Placement Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell on behalf of the Corporation Company and as agent such Placement Shares as provided under this Section 3.

Sale of Placement Shares by the Agent. Subject On the basis of the representations and warranties herein contained and subject to the terms and conditions of this Agreementherein set forth, including Section 6(c), upon the CorporationAgent’s issuance acceptance of the terms of a Placement NoticeNotice as provided in Section 3, and unless the sale of the Placement Shares described therein has been declined, suspended, suspended or otherwise terminated in accordance with the terms of this Agreement, the Agent Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Global Select Market (“Nasdaq”) to sell on behalf of the Corporation and as agent, such Placement Shares up to the number or amount specified during the time period specifiedin, and otherwise in accordance with the terms of of, such Placement Notice. The Agent covenants and the Corporation acknowledges that the Agent will conduct the sale of Placement Shares in compliance with applicable law, rules and regulations including, without limitation, all applicable Securities Laws (as defined below), and, if applicable, the rules of the TSXV, and that such compliance may include a delay in commencement of sales efforts after receipt of a Placement Notice. The Agent will provide written confirmation to the Corporation Company (including by email correspondence to each of the individuals of the Company set forth on Schedule 2, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number or amount of Placement Shares sold on such day showing the number of Placement Shares sold on the TSXV and on any other “marketplace” (as such term is defined in NI 21-101 in Canada) (a “Canadian Marketplace”)Trading Day, the volume-weighted average price of the Placement Shares sold (showing the average price of the Placement Shares sold on the TSXV and any other Canadian Marketplace), the gross proceeds, the commissions payable by the Corporation to the Agent with respect to such sales, and the Net Proceeds (as defined below) payable to the CorporationCompany. Subject to Unless otherwise specified by the terms and conditions of the Company in a Placement Notice, the Agent may sell Placement Shares by any method permitted by law that constitutes deemed to be an “at the market distributionoffering” under NI 44-102 and made in compliance with the Exemption (as defined herein)in Rule 415(a)(4) of the Securities Act, including, without limitation, including sales made directly on the TSXV or through Nasdaq, on or through any other Canadian Marketplaceexisting trading market for the Common Stock or to or through a market maker. The Agent acknowledges and agrees that If expressly authorized by the aggregate number of Placement Shares sold on the TSXV and all other Canadian Marketplaces on any Trading Day shall not exceed 25% of the total trading volume of the Shares on the TSXV and all other Canadian Marketplaces on that Trading Day, and covenant not to exceed that threshold. The Agent covenants and agrees that, during the time the Agent is the recipient of Company (including in a Placement Notice pursuant to Section 2 hereof that has not been suspended or terminated in accordance with the terms hereofNotice), the Agent will monitor closely may also sell Placement Shares in negotiated transactions. Notwithstanding the market’s reaction to trades made provisions of Section 7(vv), except as may be otherwise agreed by the Company and the Agent, the Agent shall not purchase Placement Shares on the TSXV or another Canadian Marketplace a principal basis pursuant to this Agreement in order to evaluate unless the likely market impact of future trades, Company and that, if the Agent has concerns as to whether enter into a particular sale contemplated by a Placement Notice may have a significant effect on the market price of the Shares, the Agent will, upon receipt of the applicable Placement Notice, recommend to the Corporation against effecting the trade at that time or on separate written agreement setting forth the terms proposedof such sale. The Agent and the Corporation acknowledge and agree that it is in the interest of both the Agent and the Corporation to minimize the market impact of sales of Placement Shares under the Offering. Notwithstanding the foregoing, the Corporation acknowledges and agrees that the Agent cannot provide complete assurances that any sale will not have a significant effect on the market price of the Shares. The Agent covenants and agrees that it will not (nor will any of its affiliates or any person or company acting jointly or in concert with the Agent) over-allot Placement Shares in connection with the distribution of Placement Shares in an “at-the-market distribution” (as defined in National Instrument 44-102 – Shelf Distributions) or effect any other transactions that are intended to stabilize or maintain the market price of the Shares in connection with such distribution. Notwithstanding anything to the contrary set forth in this Agreement or a Placement Notice, the Corporation Company acknowledges and agrees that (i) there can be no assurance that the Agent will be successful in selling any Placement Shares or as to the price at which any Placement Shares are soldShares, if at all, and (ii) the Agent will incur no liability or obligation to the Corporation Company or any other person or entity if it does not sell Placement Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of Nasdaq to sell on behalf of the Corporation and as agent such Placement Shares as provided required under this Section 3Agreement and (iii) the Agent shall be under no obligation to purchase Placement Shares on a principal basis pursuant to this Agreement unless the Company and the Agent enter into a separate written agreement setting forth the terms of such sale. For the purposes hereof, “Trading Day” means any day on which the Common Stock is purchased and sold on Nasdaq.

Sale of Placement Shares by the Agent. Subject On the basis of the representations and warranties herein contained and subject to the terms and conditions of this Agreementherein set forth, including Section 5(c), upon the CorporationAgent’s issuance acceptance of the terms of a Placement NoticeNotice as provided in Section 2, and unless the sale of the Placement Shares described therein has been declined, suspended, suspended or otherwise terminated in accordance with the terms of this Agreement, the Agent Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Capital Market (“Nasdaq”) to sell on behalf of the Corporation and as agent, such Placement Shares up to the number or amount specified during the time period specifiedin, and otherwise in accordance with the terms of of, such Placement Notice. The Agent covenants and the Corporation acknowledges that the Agent will conduct the sale of Placement Shares in compliance with applicable law, rules and regulations including, without limitation, all applicable Securities Laws (as defined below), and, if applicable, the rules of the TSXV, and that such compliance may include a delay in commencement of sales efforts after receipt of a Placement Notice. The Agent will provide written confirmation to the Corporation Company (including by email correspondence to each of the individuals of the Company set forth on Schedule 2, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number or amount of Placement Shares sold on such day showing the number of Placement Shares sold on the TSXV and on any other “marketplace” (as such term is defined in NI 21-101 in Canada) (a “Canadian Marketplace”)Trading Day, the volume-weighted average price of the Placement Shares sold (showing the average price of the Placement Shares sold on the TSXV and any other Canadian Marketplace), the gross proceeds, the commissions payable by the Corporation to the Agent with respect to such sales, and the Net Proceeds (as defined below) payable to the CorporationCompany. Subject to Unless otherwise specified by the terms and conditions of the Company in a Placement Notice, the Agent may sell Placement Shares by any method permitted by law that constitutes deemed to be an “at the market distributionoffering” under NI 44-102 and made in compliance with the Exemption (as defined hereinin Rule 415 of the Securities Act. Notwithstanding the provisions of Section 6(tt), including, without limitation, sales made directly on except as may be otherwise agreed by the TSXV or on any other Canadian Marketplace. The Agent acknowledges Company and agrees that the aggregate number of Placement Shares sold on the TSXV and all other Canadian Marketplaces on any Trading Day shall not exceed 25% of the total trading volume of the Shares on the TSXV and all other Canadian Marketplaces on that Trading Day, and covenant not to exceed that threshold. The Agent covenants and agrees that, during the time the Agent is the recipient of a Placement Notice pursuant to Section 2 hereof that has not been suspended or terminated in accordance with the terms hereofAgent, the Agent will monitor closely the market’s reaction to trades made shall not purchase Placement Shares on the TSXV or another Canadian Marketplace a principal basis pursuant to this Agreement in order to evaluate unless the likely market impact of future trades, Company and that, if the Agent has concerns as to whether enter into a particular sale contemplated by a Placement Notice may have a significant effect on the market price of the Shares, the Agent will, upon receipt of the applicable Placement Notice, recommend to the Corporation against effecting the trade at that time or on separate written agreement setting forth the terms proposedof such sale. The Agent and the Corporation acknowledge and agree that it is in the interest of both the Agent and the Corporation to minimize the market impact of sales of Placement Shares under the Offering. Notwithstanding the foregoing, the Corporation acknowledges and agrees that the Agent cannot provide complete assurances that any sale will not have a significant effect on the market price of the Shares. The Agent covenants and agrees that it will not (nor will any of its affiliates or any person or company acting jointly or in concert with the Agent) over-allot Placement Shares in connection with the distribution of Placement Shares in an “at-the-market distribution” (as defined in National Instrument 44-102 – Shelf Distributions) or effect any other transactions that are intended to stabilize or maintain the market price of the Shares in connection with such distribution. Notwithstanding anything to the contrary set forth in this Agreement or a Placement Notice, the Corporation Company acknowledges and agrees that (i) there can be no assurance that the Agent will be successful in selling any Placement Shares or as to the price at which any Placement Shares are soldShares, if at all, and (ii) the Agent will incur no liability or obligation to the Corporation Company or any other person or entity if it does not sell Placement Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of Nasdaq to sell on behalf of the Corporation and as agent such Placement Shares as provided required under this Section 3Agreement and (iii) the Agent shall be under no obligation to purchase Placement Shares on a principal basis pursuant to this Agreement unless the Company and the Agent enter into a separate written agreement setting forth the terms of such sale. For the purposes hereof, “Trading Day” means any day on which the Common Stock is purchased and sold on Nasdaq.

Sale of Placement Shares by the Agent. Subject On the basis of the representations and warranties herein contained and subject to the terms and conditions of this Agreementherein set forth, including Section 5(c), upon the Corporation’s issuance effectiveness of a Placement NoticeNotice as provided in Section 2, and unless the sale of the Placement Shares described therein has been declined, suspended, suspended or otherwise terminated in accordance with the terms of this Agreement, the Agent Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Capital Market (“Nasdaq”) to sell on behalf of the Corporation and as agent, such Placement Shares up to the number or amount specified during the time period specifiedin, and otherwise in accordance with the terms of of, such Placement Notice. The Agent covenants and the Corporation acknowledges that the Agent will conduct the sale of Placement Shares in compliance with applicable law, rules and regulations including, without limitation, all applicable Securities Laws (as defined below), and, if applicable, the rules of the TSXV, and that such compliance may include a delay in commencement of sales efforts after receipt of a Placement Notice. The Agent will provide written confirmation to the Corporation Company (including by email correspondence to each of the individuals of the Company set forth on Schedule 2, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number or amount of Placement Shares sold on such day showing the number of Placement Shares sold on the TSXV and on any other “marketplace” (as such term is defined in NI 21-101 in Canada) (a “Canadian Marketplace”)Trading Day, the volume-weighted average price of the Placement Shares sold (showing the average price of the Placement Shares sold on the TSXV and any other Canadian Marketplace)sold, the gross proceeds, the commissions payable by the Corporation to the Agent with respect to such sales, and the Net Proceeds (as defined below) payable to the Corporation. Subject to the terms Company and conditions an itemization of the deductions made by the Agent from the gross proceeds that it receives from such sales. Unless otherwise specified by the Company in a Placement Notice, the Agent may sell Placement Shares by any method permitted by law that constitutes deemed to be an “at the market distributionoffering” under NI 44-102 and made in compliance with the Exemption (as defined herein)in Rule 415 of the Securities Act, including, without limitation, including sales made directly on the TSXV or through Nasdaq, on or through any other Canadian Marketplaceexisting trading market for the Common Stock or to or through a market maker. The Agent acknowledges and agrees that If expressly authorized by the aggregate number of Placement Shares sold on the TSXV and all other Canadian Marketplaces on any Trading Day shall not exceed 25% of the total trading volume of the Shares on the TSXV and all other Canadian Marketplaces on that Trading Day, and covenant not to exceed that threshold. The Agent covenants and agrees that, during the time the Agent is the recipient of Company (including in a Placement Notice pursuant to Section 2 hereof that has not been suspended or terminated in accordance with the terms hereofNotice), the Agent will monitor closely may also sell Placement Shares in negotiated transactions. Notwithstanding the market’s reaction to trades made provisions of Section 6(tt), except as may be otherwise agreed by the Company and the Agent, the Agent shall not purchase Placement Shares on the TSXV or another Canadian Marketplace a principal basis pursuant to this Agreement in order to evaluate unless the likely market impact of future trades, Company and that, if the Agent has concerns as to whether enter into a particular sale contemplated by a Placement Notice may have a significant effect on the market price of the Shares, the Agent will, upon receipt of the applicable Placement Notice, recommend to the Corporation against effecting the trade at that time or on separate written agreement setting forth the terms proposedof such sale. The Agent and the Corporation acknowledge and agree that it is in the interest of both the Agent and the Corporation to minimize the market impact of sales of Placement Shares under the Offering. Notwithstanding the foregoing, the Corporation acknowledges and agrees that the Agent cannot provide complete assurances that any sale will not have a significant effect on the market price of the Shares. The Agent covenants and agrees that it will not (nor will any of its affiliates or any person or company acting jointly or in concert with the Agent) over-allot Placement Shares in connection with the distribution of Placement Shares in an “at-the-market distribution” (as defined in National Instrument 44-102 – Shelf Distributions) or effect any other transactions that are intended to stabilize or maintain the market price of the Shares in connection with such distribution. Notwithstanding anything to the contrary set forth in this Agreement or a Placement Notice, the Corporation Company acknowledges and agrees that (i) there can be no assurance that the Agent will be successful in selling any Placement Shares or as to the price at which any Placement Shares are soldShares, if at all, and (ii) the Agent will incur no liability or obligation to the Corporation Company or any other person or entity if it does not sell Placement Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of Nasdaq to sell on behalf of the Corporation and as agent such Placement Shares as provided required under this Section 3Agreement and (iii) the Agent shall be under no obligation to purchase Placement Shares on a principal basis pursuant to this Agreement unless the Company and the Agent enter into a separate written agreement setting forth the terms of such sale. For the purposes hereof, “Trading Day” means any day on which the Common Stock is purchased and sold on Nasdaq.

Sale of Placement Shares by the Agent. Subject to the terms and conditions of this Agreement, upon the Corporation’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell on behalf of the Corporation and as agent, such Placement Shares up to the amount specified during the time period specified, and otherwise in accordance with the terms of such Placement Notice. The Agent covenants and the Corporation acknowledges that the Agent will conduct the sale of Placement Shares in compliance with applicable law, rules and regulations including, without limitation, all applicable Securities Laws (as defined below), and, if applicable, the rules of the TSXVCSE, and that such compliance may include a delay in commencement of sales efforts after receipt of a Placement Notice. The Agent will provide written confirmation to the Corporation no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day (showing the number of Placement Shares sold on the TSXV CSE and on any other “marketplace” (as such term is defined in NI 21-101 in Canada) Canada (a “Canadian Marketplace”), the average price of the Placement Shares sold (showing the average price of the Placement Shares sold on the TSXV CSE and any other Canadian Marketplace), the gross proceeds, the commissions payable by the Corporation to the Agent with respect to such sales, and the Net Proceeds (as defined below) payable to the Corporation. Subject to the terms and conditions of the Placement Notice, the Agent may sell Placement Shares by any method permitted by law that constitutes an “at the market distribution” under NI 44-102 and made in compliance with the Exemption (as defined herein), including, without limitation, sales made directly on the TSXV CSE or on any other Canadian Marketplace. The Agent acknowledges and agrees that the aggregate number of Placement Shares sold on the TSXV CSE and all other Canadian Marketplaces on any Trading Day shall not exceed 25% of the total trading volume of the Shares on the TSXV CSE and all other Canadian Marketplaces on that Trading Day, and covenant not to exceed that threshold. The Agent hereby covenants and agrees that, during the time the Agent is the recipient of a Placement Notice pursuant to Section 2 hereof that has not been suspended or terminated in accordance with the terms hereof, the Agent will prudently and actively monitor closely the market’s reaction to trades made on the TSXV or another Canadian Marketplace any marketplace (as such term is defined in NI 21-101) pursuant to this Agreement in order to evaluate the likely market impact of future trades, and that, if the Agent has concerns as to whether a particular sale contemplated by a Placement Notice may have a significant effect on the market price of the Shares, the Agent will, upon receipt of the applicable Placement Notice, recommend to the Corporation against effecting the trade at that time or on the terms proposed. The Agent and the Corporation acknowledge and agree that it is in the interest of both the Agent and the Corporation to minimize the market impact of sales of Placement Shares under the Offering. Notwithstanding the foregoing, the Corporation acknowledges and agrees that the Agent cannot provide complete assurances that any sale will not have a significant effect on the market price of the Shares. The Agent covenants and agrees that it will not (nor will any of its affiliates or any person or company acting jointly or in concert with the Agent) over-allot Placement Shares in connection with the distribution of Placement Shares in an “at-the-market distribution” (as defined in National Instrument 44-102 – Shelf Distributions) or effect any other transactions that are intended to stabilize or maintain the market price of the Placement Shares in connection with such distribution. Notwithstanding anything to the contrary set forth in this Agreement or a Placement Notice, the Corporation acknowledges and agrees that (i) there can be no assurance that the Agent will be successful in selling any Placement Shares or as to the price at which any Placement Shares are sold, if at all, and (ii) the Agent will incur no liability or obligation to the Corporation or any other person or entity if it does not sell Placement Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell on behalf of the Corporation and as agent such Placement Shares as provided under this Section 3.