Common use of The Offering Clause in Contracts

The Offering. (i) When the Notes and Guarantees are issued and delivered pursuant to this Agreement, such Notes and Guarantees will not be of the same class (within the meaning of Rule 144A under the Securities Act) as securities of the Issuer or the Guarantors that are listed on a national securities exchange registered under Section 6 of the Exchange Act or that are quoted in a United States automated inter-dealer quotation system. (ii) Assuming the accuracy of your representations and warranties in Section 3(b), the purchase and resale of the Notes pursuant hereto (including pursuant to the Exempt Resales) are exempt from the registration requirements of the Securities Act. (iii) No form of general solicitation or general advertising within the meaning of Regulation D (including, but not limited to, advertisements, articles, notices or other communications published in any newspaper, magazine or similar medium or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising) was used by the Issuer, the Guarantors, any of their respective affiliates or any of their respective representatives (other than you, as to whom the Issuer and the Guarantors make no representation) in connection with the offer and sale of the Notes. (iv) No directed selling efforts within the meaning of Rule 902 under the Securities Act were used by the Issuer, the Guarantors or any of their respective representatives (other than you, as to whom the Issuer and the Guarantors make no representation) with respect to Notes sold outside the United States to Non-U.S. Persons, and the Issuer, any affiliate of the Issuer and any person acting on its or their behalf (other than you, as to whom the Issuer and the Guarantors make no representation) has complied with and will implement the “offering restrictions” required by Rule 902 under the Securities Act. (v) Neither the Issuer, any Guarantor nor any other person acting on behalf of the Issuer or any Guarantor has sold or issued any securities that would be integrated with the offering of the Notes contemplated by this Agreement pursuant to the Securities Act, the rules and regulations thereunder or the interpretations thereof by the Commission. The Issuer and the Guarantors will take reasonable precautions designed to ensure that any offer or sale, direct or indirect, in the United States or to any U.S. person (as defined in Rule 902 under the Securities Act), of any Notes or any substantially similar security issued by the Issue or any Guarantor, within six months subsequent to the date on which the distribution of the Notes has been completed (as notified to the Issuer by the Initial Purchasers), is made under restrictions and other circumstances reasonably designed not to affect the status of the offer and sale of the Notes in the United States and to U.S. persons contemplated by this Agreement as transactions exempt from the registration provisions of the Securities Act, including any sales pursuant to Rule 144A under, or Regulations D or S of, the Securities Act. (vi) Each of the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum, each as of its respective date, contains all the information specified in, and meeting the requirements of, Rule 144A(d)(4) under the Securities Act. (vii) The Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum have been prepared by the Issuer and the Guarantors for use by the Initial Purchasers in connection with the Exempt Resales. No order or decree preventing the use of the Preliminary Offering Memorandum, the Pricing Disclosure Package or the Offering Memorandum, or any order asserting that the transactions contemplated by this Agreement are subject to the registration requirements of the Securities Act has been issued, and no proceeding for that purpose has commenced or is pending or, to the knowledge of the Issuer or any of the Guarantors is contemplated. (viii) The Offering Memorandum will not, as of its date or as of the Closing Date, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Offering Memorandum in reliance upon and in conformity with written information furnished to the Issuer through the Representative by or on behalf of any Initial Purchaser specifically for inclusion therein, which information is specified in Section 8(e). (ix) The Pricing Disclosure Package did not, as of the Applicable Time, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Pricing Disclosure Package in reliance upon and in conformity with written information furnished to the Issuer through the Representative by or on behalf of any Initial Purchaser specifically for inclusion therein, which information is specified in Section 8(e). (x) The Issuer has not made any offer to sell or solicitation of an offer to buy the Notes that would constitute a “free writing prospectus” (if the offering of the Notes was made pursuant to a registered offering under the Securities Act), as defined in Rule 405 under the Securities Act (a “Free Writing Offering Document”) without the prior consent of the Representative; any such Free Writing Offering Document the use of which has been previously consented to by the Initial Purchasers is listed on Schedule IV. (xi) Each Free Writing Offering Document listed in Schedule IV(B) hereto, when taken together with the Pricing Disclosure Package, did not, as of the Applicable Time, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Pricing Disclosure Package (or Free Writing Offering Document listed in Schedule IV(B) hereto) in reliance upon and in conformity with written information furnished to the Issuer through the Representative by or on behalf of any Initial Purchaser specifically for inclusion therein, which information is specified in Section 8(e). (xii) Neither the Issuer nor the Guarantors have taken, directly or indirectly, any action that is designed to or that has constituted or that would reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Issuer or the Guarantors to facilitate the sale or resale of the Notes. (xiii) Immediately after the issuance and sale of the Notes, each of the Company, the Issuer and the Subsidiary Guarantors will be Solvent. As used in this paragraph, the term “Solvent” means, with respect to a particular date, that on such date (i) the present fair market value (or present fair saleable value) of the assets of the Company, the Issuer or the Subsidiary Guarantors, as applicable, are not less than the total amount required to pay the probable liabilities of the Company, the Issuer or the Subsidiary Guarantors, as applicable, on its total existing debts and liabilities (including contingent liabilities) as they become absolute and matured, (ii) the Company, the Issuer or the Subsidiary Guarantors, as applicable, is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and commitments as they mature and become due in the normal course of business, (iii) assuming the sale of the Notes as contemplated by this Agreement, the Pricing Disclosure Package and the Offering Memorandum, the Company, the Issuer or the Subsidiary Guarantors, as applicable, is not incurring debts or liabilities beyond its ability to pay as such debts and liabilities mature, (iv) neither the Company, the Issuer nor the Subsidiary Guarantors are engaged in any business or transaction, and are not about to engage in any business or transaction, for which its respective property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which the Company, the Issuer or the Subsidiary Guarantors, as applicable, are engaged, and (v) neither the Company, the Issuer nor the Subsidiary Guarantors, are a defendant in any civil action that would result in a judgment that the Company, the Issuer or the Subsidiary Guarantors, as applicable, is or would become unable to satisfy. In computing the amount of such contingent liabilities at any time, it is intended that such liabilities will be computed at the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

The Offering. No form of general solicitation or general advertising (ias those terms are used in Regulation D under the Act) When was used by the Issuers or their representatives in connection with the offer and sale of the Notes. Neither of the Issuers nor any Person authorized to act for any of them has, either directly or indirectly, sold or offered for sale any of the Notes or any other similar security of the Issuers to, or solicited any offers to buy any thereof from, or has otherwise approached or negotiated in respect thereof with, any Person or Persons other than with or through the Initial Purchasers; and Guarantees the Issuers agree that neither they nor any Person acting on their behalf will sell or offer for sale any Notes to, or solicit any offers to buy any Notes from, or otherwise approach or negotiate in respect thereof with, any Person or Persons so as thereby to bring the issuance or sale of any of the Notes within the provisions of Section 5 of the Act. Assuming the accuracy of the Initial Purchasers' representations and warranties set forth in Section 3.2 hereof, and the due performance by the Initial Purchasers of the covenants and agreements set forth in Section 3.2 hereof, the offer and sale of the Notes to the Initial Purchasers in the manner contemplated by this Agreement and the Memorandum does not require registration under the Act and the Indenture does not require qualification under the Trust Indenture Act. No securities of the Issuers are issued and delivered pursuant to this Agreement, such Notes and Guarantees will not be of the same class (within the meaning of Rule 144A under the Securities Act) as securities of the Issuer or the Guarantors that are Notes and listed on a national securities exchange registered under Section 6 of the Exchange Act Act, or that are quoted in a United States U.S. automated inter-dealer interdealer quotation system. (ii) Assuming the accuracy of your representations and warranties in Section 3(b), the purchase and resale . Neither of the Notes pursuant hereto (including pursuant to the Exempt Resales) are exempt from the registration requirements Issuers has taken, nor will either of them take, directly or indirectly, any action designed to, or that might be reasonably expected to, cause or result in stabilization or manipulation of the Securities Act. (iii) No form price of general solicitation or general advertising within the meaning Notes. Neither of Regulation D (including, but not limited to, advertisements, articles, notices or other communications published in any newspaper, magazine or similar medium or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising) was used by the Issuer, the Guarantors, Issuers nor any of their respective affiliates Affiliates or any of person acting on its or their respective representatives behalf (other than you, as to whom the Issuer and the Guarantors make no representationInitial Purchasers) has engaged in connection with the offer and sale of the Notes. (iv) No any directed selling efforts within the meaning of Rule 902 under the Securities Act were used by the Issuer, the Guarantors or any of their respective representatives (other than you, as to whom the Issuer and the Guarantors make no representation) that term is defined in Regulation S with respect to the Notes sold outside the United States to Non-U.S. Persons, and the Issuer, any affiliate of the Issuer Company and their respective Affiliates and any person acting on its or their behalf (other than you, as to whom the Issuer and the Guarantors make no representationInitial Purchasers) has complied with and will implement the “offering restrictions” required by Rule 902 under the Securities Act. (v) Neither the Issuer, any Guarantor nor any other person acting on behalf of the Issuer or any Guarantor has sold or issued any securities that would be integrated have acted in accordance with the offering of the Notes contemplated by this Agreement pursuant to the Securities Act, the rules and regulations thereunder or the interpretations thereof by the Commission. The Issuer and the Guarantors will take reasonable precautions designed to ensure that any offer or sale, direct or indirect, in the United States or to any U.S. person (as defined in Rule 902 under the Securities Act), of any Notes or any substantially similar security issued by the Issue or any Guarantor, within six months subsequent to the date on which the distribution of the Notes has been completed (as notified to the Issuer by the Initial Purchasers), is made under restrictions and other circumstances reasonably designed not to affect the status of the offer and sale of the Notes in the United States and to U.S. persons contemplated by this Agreement as transactions exempt from the registration provisions of the Securities Act, including any sales pursuant to Rule 144A under, or Regulations D or S of, the Securities Act. (vi) Each of the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum, each as of its respective date, contains all the information specified in, and meeting the requirements of, Rule 144A(d)(4) under the Securities Act. (vii) The Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum have been prepared by the Issuer and the Guarantors for use by the Initial Purchasers in connection with the Exempt Resales. No order or decree preventing the use of the Preliminary Offering Memorandum, the Pricing Disclosure Package or the Offering Memorandum, or any order asserting that the transactions contemplated by this Agreement are subject to the registration requirements of the Securities Act has been issued, and no proceeding for that purpose has commenced or is pending or, to the knowledge of the Issuer or any of the Guarantors is contemplated. (viii) The Offering Memorandum will not, as of its date or as of the Closing Date, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Offering Memorandum in reliance upon and in conformity with written information furnished to the Issuer through the Representative by or on behalf of any Initial Purchaser specifically for inclusion therein, which information is specified in Section 8(e). (ix) The Pricing Disclosure Package did not, as of the Applicable Time, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Pricing Disclosure Package in reliance upon and in conformity with written information furnished to the Issuer through the Representative by or on behalf of any Initial Purchaser specifically for inclusion therein, which information is specified in Section 8(e). (x) The Issuer has not made any offer to sell or solicitation of an offer to buy the Notes that would constitute a “free writing prospectus” (if the offering of the Notes was made pursuant to a registered offering under the Securities Act), as defined in Rule 405 under the Securities Act (a “Free Writing Offering Document”) without the prior consent of the Representative; any such Free Writing Offering Document the use of which has been previously consented to by the Initial Purchasers is listed on Schedule IV. (xi) Each Free Writing Offering Document listed in Schedule IV(B) hereto, when taken together with the Pricing Disclosure Package, did not, as of the Applicable Time, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Pricing Disclosure Package (or Free Writing Offering Document listed in Schedule IV(B) hereto) in reliance upon and in conformity with written information furnished to the Issuer through the Representative by or on behalf of any Initial Purchaser specifically for inclusion therein, which information is specified in Section 8(e). (xii) Neither the Issuer nor the Guarantors have taken, directly or indirectly, any action that is designed to or that has constituted or that would reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Issuer or the Guarantors to facilitate the sale or resale of the Notes. (xiii) Immediately after the issuance and sale of the Notes, each of the Company, the Issuer and the Subsidiary Guarantors will be Solvent. As used in this paragraph, the term “Solvent” means, with respect to a particular date, that on such date (i) the present fair market value (or present fair saleable value) of the assets of the Company, the Issuer or the Subsidiary Guarantors, as applicable, are not less than the total amount required to pay the probable liabilities of the Company, the Issuer or the Subsidiary Guarantors, as applicable, on its total existing debts and liabilities (including contingent liabilities) as they become absolute and matured, (ii) the Company, the Issuer or the Subsidiary Guarantors, as applicable, is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and commitments as they mature and become due in the normal course of business, (iii) assuming the sale of the Notes as contemplated by this Agreement, the Pricing Disclosure Package and the Offering Memorandum, the Company, the Issuer or the Subsidiary Guarantors, as applicable, is not incurring debts or liabilities beyond its ability to pay as such debts and liabilities mature, (iv) neither the Company, the Issuer nor the Subsidiary Guarantors are engaged in any business or transaction, and are not about to engage in any business or transaction, for which its respective property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which the Company, the Issuer or the Subsidiary Guarantors, as applicable, are engaged, and (v) neither the Company, the Issuer nor the Subsidiary Guarantors, are a defendant in any civil action that would result in a judgment that the Company, the Issuer or the Subsidiary Guarantors, as applicable, is or would become unable to satisfy. In computing the amount of such contingent liabilities at any time, it is intended that such liabilities will be computed at the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.Regulation S.

The Offering. (ia) When The sale of the Notes Offered Shares to the Purchasers shall be effected in a manner that is in compliance with Securities Laws and Guarantees are issued upon the terms set out in the Final Prospectus, U.S. Final Prospectus, the Blue Sky Registrations (as defined below), and delivered pursuant to in this Agreement, such Notes . The Agents will use commercially reasonable best efforts to arrange for Purchasers for the Offered Shares in the Qualifying Jurisdictions and Guarantees will not be in those jurisdictions outside of the same class (within the meaning of Rule 144A under the Securities Act) as securities of the Issuer or the Guarantors that are listed on a national securities exchange registered under Section 6 of the Exchange Act or that are quoted in a Canada and United States automated inter-dealer quotation system. (ii) Assuming the accuracy of your representations and warranties in Section 3(b), the purchase and resale of the Notes pursuant hereto (including pursuant to the Exempt Resales) are exempt from the registration requirements of the Securities Act. (iii) No form of general solicitation or general advertising within the meaning of Regulation D (including, but not limited to, advertisements, articles, notices or other communications published in any newspaper, magazine or similar medium or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising) was used as may be agreed upon by the Issuer, the Guarantors, any of their respective affiliates or any of their respective representatives (other than you, as to whom the Issuer Corporation and the Guarantors make no representation) Agents, each acting reasonably, in connection with the offer and sale of the NotesOffering. (ivb) No directed The Corporation agrees that the Agents shall have the right to invite one or more investment dealers (each, a “Selling Firm”) to form a selling efforts within group to participate in the meaning soliciting of Rule 902 under offers to purchase the Securities Act were used Offered Shares. The Agents have the exclusive right to control all compensation arrangements between the members of the selling group. The Corporation grants all of the rights and benefits of this Agreement to any Selling Firm so appointed by the Issuer, Agents and appoints the Guarantors or any Agents as trustee of their respective representatives (other than you, as to whom the Issuer such rights and the Guarantors make no representation) with respect to Notes sold outside the United States to Non-U.S. Personsbenefits for such Selling Firms, and the Issuer, any affiliate Agents hereby accept such trust and agree to hold such rights and benefits for and on behalf of the Issuer and any person acting on its or their behalf (other than you, as to whom the Issuer and the Guarantors make no representation) has complied with and will implement the “offering restrictions” required by Rule 902 under the Securities Actsuch Selling Firms. (vc) Neither the Issuer, The Agents shall ensure that any Guarantor nor any other person acting on behalf of the Issuer or any Guarantor has sold or issued any securities that would be integrated with the offering of the Notes contemplated by this Agreement Selling Firm appointed pursuant to the Securities Actprovisions of subsection 2(b), if any, shall: (i) be compensated by the Agents from their compensation hereunder; and (ii) agree to comply with the covenants and obligations given by the Agents herein. (d) The Corporation represents and warrants to the Agents that the Corporation has prepared and filed the Preliminary Prospectus, U.S. Preliminary Prospectus, and other related documents (including, without limitation, any Marketing Materials) and has obtained pursuant to the Passport System a receipt or deemed receipt therefor in each of the Qualifying Provinces and acceptance of the U.S. Preliminary Prospectus on E▇▇▇▇. Further, the rules Corporation represents and regulations thereunder or warrants that the interpretations thereof by Corporation has prepared and filed the CommissionRegistration Statement in conformity with the requirements of applicable United States federal securities laws, including the U.S. Preliminary Prospectus and such amendments and supplements thereto as may have been required to the date of this Agreement. The Issuer Corporation has prepared and will promptly, after the execution and delivery of this Agreement, file the Final Prospectus in each of the Qualifying Provinces, the U.S. Final Prospectus with the SEC, and the Guarantors U.S. Final Prospectus and all necessary other materials with the SEC. Further, the Corporation will take reasonable precautions designed use its best efforts to ensure that any offer or sale, direct or indirect, obtain a receipt under the Passport System for the Final Prospectus and effectiveness of the Registration Statement in the U.S. in order to qualify the Offered Shares and the Broker’s Warrants for distribution in each of the Qualifying Provinces and in the United States or to any U.S. person (States, as defined in Rule 902 under applicable and until the Securities Act), of any Notes or any substantially similar security issued by the Issue or any Guarantor, within six months subsequent to the date day on which the distribution of the Notes has been completed (as notified Offered Shares and the Broker’s Warrants is completed, the Corporation will promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under Applicable Securities Laws to qualify the Issuer by the Initial Purchasers), is made under restrictions and other circumstances reasonably designed not to affect the status distribution of the offer Offered Shares and sale of the Notes Broker’s Warrants in the United States Qualifying Provinces and to U.S. persons contemplated by this Agreement with the SEC, as transactions exempt from the registration provisions of the Securities Act, including any sales pursuant to Rule 144A under, or Regulations D or S of, the Securities Actapplicable. (vie) Each The Agents shall, upon the Corporation obtaining a receipt for the Final Prospectus and upon the filing of the Preliminary Offering MemorandumU.S. Final Prospectus, deliver one copy of the Final Prospectus and U.S. Final Prospectus (together with any Supplementary Material and materials related to Blue Sky Registrations, if any) to all persons resident in the Qualifying Provinces, the Pricing Disclosure Package United States, and the Offering MemorandumU.S. Registration States, each as of its respective dateapplicable, contains all who are to acquire the information specified in, and meeting the requirements of, Rule 144A(d)(4) under the Securities ActOffered Shares. (viif) The Preliminary Offering Memorandum, Corporation has permitted the Pricing Disclosure Package Agents to review the Final Prospectus and U.S. Final Prospectus and to conduct such due diligence investigations necessary to fulfil its obligations as agents under applicable Securities Laws and in order to enable the Offering Memorandum have been prepared Agents to responsibly execute the certificate in the Final Prospectus required to be executed by the Issuer and the Guarantors for use by the Initial Purchasers in connection with the Exempt Resales. No order or decree preventing the use of the Preliminary Offering Memorandum, the Pricing Disclosure Package or the Offering Memorandum, or any order asserting that the transactions contemplated by this Agreement are subject to the registration requirements of the Securities Act has been issued, and no proceeding for that purpose has commenced or is pending or, to the knowledge of the Issuer or any of the Guarantors is contemplatedthem. (viiig) The Offering Memorandum will not, as Corporation and the Agents covenant and agree: (i) not to provide any potential investor of its date Offered Shares with any Marketing Materials unless a template version of such Marketing Materials has been filed by the Corporation with the Securities Commissions on or as before the day such Marketing Materials are first provided to any potential investor of the Closing Date, contain an untrue statement of a material fact Offered Shares; (ii) not to provide any potential investor with any materials or omit information in relation to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Offering Memorandum or the Corporation other than: (A) such Marketing Materials that have been approved and filed in reliance upon accordance with this Section 2; (B) the Preliminary Prospectus, the Final Prospectus, the U.S. Preliminary Prospectus, the U.S. Final Prospectus or any Supplementary Material; and in conformity with written information furnished to the Issuer through the Representative by or on behalf of (C) any Initial Purchaser specifically for inclusion therein, which information is specified in Section 8(e). (ix) The Pricing Disclosure Package did not, as of the Applicable Time, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Pricing Disclosure Package in reliance upon and in conformity with written information furnished to the Issuer through the Representative by or on behalf of any Initial Purchaser specifically for inclusion therein, which information is specified in Section 8(e). (x) The Issuer has not made any offer to sell or solicitation of an offer to buy the Notes that would constitute a “free writing prospectus” (if the offering of the Notes was made pursuant to a registered offering under the Securities Act)standard term sheets”, as defined in Rule 405 under the Securities Act (a “Free Writing Offering Document”) without the prior consent of the Representative; any such Free Writing Offering Document the use of which has been previously consented to NI 41-101, approved in writing by the Initial Purchasers is listed on Schedule IV. (xi) Each Free Writing Offering Document listed in Schedule IV(B) hereto, when taken together with the Pricing Disclosure Package, did not, as of the Applicable Time, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Pricing Disclosure Package (or Free Writing Offering Document listed in Schedule IV(B) hereto) in reliance upon and in conformity with written information furnished to the Issuer through the Representative by or on behalf of any Initial Purchaser specifically for inclusion therein, which information is specified in Section 8(e). (xii) Neither the Issuer nor the Guarantors have taken, directly or indirectly, any action that is designed to or that has constituted or that would reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Issuer or the Guarantors to facilitate the sale or resale of the Notes. (xiii) Immediately after the issuance and sale of the Notes, each of the Company, the Issuer Corporation and the Subsidiary Guarantors will be Solvent. As used in this paragraph, the term “Solvent” means, with respect to a particular date, that on such date (i) the present fair market value (or present fair saleable value) of the assets of the Company, the Issuer or the Subsidiary Guarantors, as applicable, are not less than the total amount required to pay the probable liabilities of the Company, the Issuer or the Subsidiary Guarantors, as applicable, on its total existing debts and liabilities (including contingent liabilities) as they become absolute and matured, (ii) the Company, the Issuer or the Subsidiary Guarantors, as applicable, is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and commitments as they mature and become due in the normal course of business, Agents; and (iii) assuming that any Marketing Materials approved and filed in accordance with this Section 2 and any standard term sheets approved in writing by the sale of the Notes as contemplated by this Agreement, the Pricing Disclosure Package Corporation and the Offering Memorandum, the Company, the Issuer or the Subsidiary Guarantors, as applicable, is not incurring debts or liabilities beyond its ability Agents shall only be provided to pay as such debts and liabilities mature, (iv) neither the Company, the Issuer nor the Subsidiary Guarantors are engaged in any business or transaction, and are not about to engage in any business or transaction, for which its respective property would constitute unreasonably small capital after giving due consideration to the prevailing practice potential investors in the industry in which Qualifying Jurisdictions where the Company, the Issuer or the Subsidiary Guarantors, as applicable, are engaged, and (v) neither the Company, the Issuer nor the Subsidiary Guarantors, are a defendant in any civil action that would result in a judgment that the Company, the Issuer or the Subsidiary Guarantors, as applicable, is or would become unable to satisfy. In computing the amount provision of such contingent liabilities at any time, it is intended that such liabilities will be computed at the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual Marketing Materials or matured liabilitystandard term sheets does not contravene Applicable Securities Laws.

The Offering. No form of general solicitation or general advertising (ias those terms are used in Regulation D under the Act) When was used by the Issuers, the Guarantor or their representatives in connection with the offer and sale of the Notes. Neither of the Issuers, the Guarantor nor any Person authorized to act for any of them has, either directly or indirectly, sold or offered for sale any of the Notes or any other similar security of the Issuers or the Guarantor to, or solicited any offers to buy any thereof from, or has otherwise approached or negotiated in respect thereof with, any Person or Persons other than with or through the Initial Purchasers; and the Issuers and the Guarantor agree that neither they nor any Person acting on their behalf will sell or offer for sale any Notes and the Guarantee to, or solicit any offers to buy any Notes or Guarantee from, or otherwise approach or negotiate in respect thereof with, any Person or Persons so as thereby to bring the issuance or sale of any of the Notes or Guarantee within the provisions of Section 5 of the Act. Assuming the accuracy of the Initial Purchasers' representations and warranties set forth in Section 3.2 hereof, and the due performance by the Initial Purchasers of the covenants and agreements set forth in Section 3.2 hereof, the offer and sale of the Notes and Guarantees the Guarantee to the Initial Purchasers in the manner contemplated by this Agreement and the Memorandum does not require registration under the Act and the Indenture does not require qualification under the Trust Indenture Act. No securities of the Issuers or the Guarantor are issued and delivered pursuant to this Agreement, such Notes and Guarantees will not be of the same class (within the meaning of Rule 144A under the Securities Act) as securities of the Issuer Notes or the Guarantors that are Guarantee and listed on a national securities exchange registered under Section 6 of the Exchange Act Act, or that are quoted in a United States U.S. automated inter-dealer interdealer quotation system. (ii) Assuming . Neither of the accuracy Issuers nor the Guarantor has taken, nor will either of your representations and warranties them take, directly or indirectly, any action designed to, or that might be reasonably expected to, cause or result in Section 3(b)stabilization or manipulation of the price of the Notes. Neither of the Issuers, the purchase and resale of the Notes pursuant hereto (including pursuant to the Exempt Resales) are exempt from the registration requirements of the Securities Act. (iii) No form of general solicitation or general advertising within the meaning of Regulation D (including, but not limited to, advertisements, articles, notices or other communications published in any newspaper, magazine or similar medium or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising) was used by the Issuer, the Guarantors, Guarantor nor any of their respective affiliates Affiliates or any of person acting on its or their respective representatives behalf (other than you, as to whom the Issuer and the Guarantors make no representationInitial Purchasers) has engaged in connection with the offer and sale of the Notes. (iv) No any directed selling efforts within the meaning of Rule 902 under the Securities Act were used by the Issuer, the Guarantors or any of their respective representatives (other than you, as to whom the Issuer and the Guarantors make no representationthat term is defined in Regulation S) with respect to the Notes sold outside or the United States to Non-U.S. Persons, Guarantee and the IssuerIssuers, any affiliate of the Issuer Guarantor, the Company and their respective Affiliates and any person acting on its or their behalf (other than you, as to whom the Issuer and the Guarantors make no representationInitial Purchasers) has complied with and will implement the “offering restrictions” required by Rule 902 under the Securities Act. (v) Neither the Issuer, any Guarantor nor any other person acting on behalf of the Issuer or any Guarantor has sold or issued any securities that would be integrated have acted in accordance with the offering of the Notes contemplated by this Agreement pursuant to the Securities Act, the rules and regulations thereunder or the interpretations thereof by the Commission. The Issuer and the Guarantors will take reasonable precautions designed to ensure that any offer or sale, direct or indirect, in the United States or to any U.S. person (as defined in Rule 902 under the Securities Act), of any Notes or any substantially similar security issued by the Issue or any Guarantor, within six months subsequent to the date on which the distribution of the Notes has been completed (as notified to the Issuer by the Initial Purchasers), is made under restrictions and other circumstances reasonably designed not to affect the status of the offer and sale of the Notes in the United States and to U.S. persons contemplated by this Agreement as transactions exempt from the registration provisions of the Securities Act, including any sales pursuant to Rule 144A under, or Regulations D or S of, the Securities Act. (vi) Each of the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum, each as of its respective date, contains all the information specified in, and meeting the requirements of, Rule 144A(d)(4) under the Securities Act. (vii) The Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum have been prepared by the Issuer and the Guarantors for use by the Initial Purchasers in connection with the Exempt Resales. No order or decree preventing the use of the Preliminary Offering Memorandum, the Pricing Disclosure Package or the Offering Memorandum, or any order asserting that the transactions contemplated by this Agreement are subject to the registration requirements of the Securities Act has been issued, and no proceeding for that purpose has commenced or is pending or, to the knowledge of the Issuer or any of the Guarantors is contemplated. (viii) The Offering Memorandum will not, as of its date or as of the Closing Date, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Offering Memorandum in reliance upon and in conformity with written information furnished to the Issuer through the Representative by or on behalf of any Initial Purchaser specifically for inclusion therein, which information is specified in Section 8(e). (ix) The Pricing Disclosure Package did not, as of the Applicable Time, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Pricing Disclosure Package in reliance upon and in conformity with written information furnished to the Issuer through the Representative by or on behalf of any Initial Purchaser specifically for inclusion therein, which information is specified in Section 8(e). (x) The Issuer has not made any offer to sell or solicitation of an offer to buy the Notes that would constitute a “free writing prospectus” (if the offering of the Notes was made pursuant to a registered offering under the Securities Act), as defined in Rule 405 under the Securities Act (a “Free Writing Offering Document”) without the prior consent of the Representative; any such Free Writing Offering Document the use of which has been previously consented to by the Initial Purchasers is listed on Schedule IV. (xi) Each Free Writing Offering Document listed in Schedule IV(B) hereto, when taken together with the Pricing Disclosure Package, did not, as of the Applicable Time, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Pricing Disclosure Package (or Free Writing Offering Document listed in Schedule IV(B) hereto) in reliance upon and in conformity with written information furnished to the Issuer through the Representative by or on behalf of any Initial Purchaser specifically for inclusion therein, which information is specified in Section 8(e). (xii) Neither the Issuer nor the Guarantors have taken, directly or indirectly, any action that is designed to or that has constituted or that would reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Issuer or the Guarantors to facilitate the sale or resale of the Notes. (xiii) Immediately after the issuance and sale of the Notes, each of the Company, the Issuer and the Subsidiary Guarantors will be Solvent. As used in this paragraph, the term “Solvent” means, with respect to a particular date, that on such date (i) the present fair market value (or present fair saleable value) of the assets of the Company, the Issuer or the Subsidiary Guarantors, as applicable, are not less than the total amount required to pay the probable liabilities of the Company, the Issuer or the Subsidiary Guarantors, as applicable, on its total existing debts and liabilities (including contingent liabilities) as they become absolute and matured, (ii) the Company, the Issuer or the Subsidiary Guarantors, as applicable, is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and commitments as they mature and become due in the normal course of business, (iii) assuming the sale of the Notes as contemplated by this Agreement, the Pricing Disclosure Package and the Offering Memorandum, the Company, the Issuer or the Subsidiary Guarantors, as applicable, is not incurring debts or liabilities beyond its ability to pay as such debts and liabilities mature, (iv) neither the Company, the Issuer nor the Subsidiary Guarantors are engaged in any business or transaction, and are not about to engage in any business or transaction, for which its respective property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which the Company, the Issuer or the Subsidiary Guarantors, as applicable, are engaged, and (v) neither the Company, the Issuer nor the Subsidiary Guarantors, are a defendant in any civil action that would result in a judgment that the Company, the Issuer or the Subsidiary Guarantors, as applicable, is or would become unable to satisfy. In computing the amount of such contingent liabilities at any time, it is intended that such liabilities will be computed at the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.Regulation S.

The Offering. Purchaser understands that Company is offering shares of its common stock, $.0001 par value, at $.50 per share (ithe “Offering’) When and that the Notes and Guarantees are issued and delivered pursuant to this AgreementOffering will terminate on, such Notes and Guarantees will not be of the same class (within the meaning of Rule 144A under the Securities Act) as securities of the Issuer or the Guarantors that are listed on a national securities exchange registered under Section 6 of the Exchange Act or that are quoted in a United States automated inter-dealer quotation system. (ii) Assuming the accuracy of your representations and warranties in Section 3(b), the purchase and resale of the Notes pursuant hereto (including pursuant to the Exempt Resales) are exempt from the registration requirements of the Securities Act. (iii) No form of general solicitation or general advertising within the meaning of Regulation D (including, but not limited prior to, advertisementsApril 15, articles2010, notices or other communications published in any newspaper, magazine or similar medium or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising) was used by the Issuer, the Guarantors, any of their respective affiliates or any of their respective representatives (other than you, as subject to whom the Issuer and the Guarantors make no representation) in connection with the offer and sale of the Notes. (iv) No directed selling efforts within the meaning of Rule 902 under the Securities Act were used by the Issuer, the Guarantors or any of their respective representatives (other than you, as to whom the Issuer and the Guarantors make no representation) with respect to Notes sold outside the United States to Non-U.S. Persons, and the Issuer, any affiliate of the Issuer and any person acting on its or their behalf (other than you, as to whom the Issuer and the Guarantors make no representation) has complied with and will implement the “offering restrictions” required by Rule 902 under the Securities Act. (v) Neither the Issuer, any Guarantor nor any other person acting on behalf of the Issuer or any Guarantor has sold or issued any securities that would be integrated with the offering of the Notes contemplated by this Agreement pursuant to the Securities Act, the rules and regulations thereunder or the interpretations thereof by the Commission. The Issuer and the Guarantors will take reasonable precautions designed to ensure that any offer or sale, direct or indirect, extension and/or modification in the United States or to any U.S. person (as defined in Rule 902 under the Securities Act), of any Notes or any substantially similar security issued by the Issue or any Guarantor, within six months subsequent to the date on which the distribution of the Notes has been completed (as notified to the Issuer by the Initial Purchasers), is made under restrictions and other circumstances reasonably designed not to affect the status of the offer and sale of the Notes in the United States and to U.S. persons contemplated by this Agreement as transactions exempt from the registration provisions of the Securities Act, including any sales pursuant to Rule 144A under, or Regulations D or S of, the Securities Act. (vi) Each of the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum, each as of its respective date, contains all the information specified in, and meeting the requirements of, Rule 144A(d)(4) under the Securities Act. (vii) The Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum have been prepared by the Issuer and the Guarantors for use by the Initial Purchasers in connection with the Exempt Resales. No order or decree preventing the use of the Preliminary Offering Memorandum, the Pricing Disclosure Package or the Offering Memorandum, or any order asserting that the transactions contemplated by this Agreement are subject to the registration requirements of the Securities Act has been issued, and no proceeding for that purpose has commenced or is pending or, to the knowledge of the Issuer or any of the Guarantors is contemplated. (viii) The Offering Memorandum will not, as of its date or as of the Closing Date, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Offering Memorandum in reliance upon and in conformity with written information furnished to the Issuer through the Representative by or on behalf of any Initial Purchaser specifically for inclusion therein, which information is specified in Section 8(e). (ix) The Pricing Disclosure Package did not, as of the Applicable Time, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Pricing Disclosure Package in reliance upon and in conformity with written information furnished to the Issuer through the Representative by or on behalf of any Initial Purchaser specifically for inclusion therein, which information is specified in Section 8(e). (x) The Issuer has not made any offer to sell or solicitation of an offer to buy the Notes that would constitute a “free writing prospectus” (if the offering of the Notes was made pursuant to a registered offering under the Securities Act), as defined in Rule 405 under the Securities Act (a “Free Writing Offering Document”) without the prior consent of the Representative; any such Free Writing Offering Document the use of which has been previously consented to by the Initial Purchasers is listed on Schedule IV. (xi) Each Free Writing Offering Document listed in Schedule IV(B) hereto, when taken together with the Pricing Disclosure Package, did not, as of the Applicable Time, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Pricing Disclosure Package (or Free Writing Offering Document listed in Schedule IV(B) hereto) in reliance upon and in conformity with written information furnished to the Issuer through the Representative by or on behalf of any Initial Purchaser specifically for inclusion therein, which information is specified in Section 8(e). (xii) Neither the Issuer nor the Guarantors have taken, directly or indirectly, any action that is designed to or that has constituted or that would reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Issuer or the Guarantors to facilitate the sale or resale of the Notes. (xiii) Immediately after the issuance and sale of the Notes, each sole discretion of the Company, and may be extended or modified, including its terms, without notice. Purchaser understands that this Purchase Agreement is not binding upon the Issuer Company unless and the Subsidiary Guarantors will be Solvent. As used in this paragraph, the term “Solvent” means, with respect to a particular date, that on until such date time as (i) the present fair market value (or present fair saleable value) Payment of the assets of Investment Amount is transferred to the Company, the Issuer or the Subsidiary Guarantors, as applicable, are not less than the total amount required to pay the probable liabilities of the Company, the Issuer or the Subsidiary Guarantors, as applicable, on its total existing debts Company and liabilities (including contingent liabilities) as they become absolute and matured, (ii) the CompanyCompany accepts Purchaser’s offer to purchase in writing (the “Closing Date”). Purchaser acknowledges that the Company reserves the right, the Issuer in its sole discretion, to accept or the Subsidiary Guarantorsreject any Purchase Agreement. Purchaser acknowledges that Purchaser has received, as applicableread, understands and is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and commitments as they mature and become due in the normal course of business, (iii) assuming the sale of the Notes as contemplated by familiar with this Purchase Agreement, any attachments, including but not limited to SEC Disclosure Material, any other documents filed with the Pricing Disclosure Package Securities and Exchange Commission, other regulatory authorities, and bankruptcy court documents (collectively “Offering Material”), and Purchaser further acknowledges that Purchaser has not relied upon any information concerning the Offering, written or oral, other than those contained in this Purchase Agreement and the Offering MemorandumMaterial. Purchaser further understands that any other information or literature, regardless of whether distributed prior to, simultaneously with, or subsequent to, the Company, the Issuer or the Subsidiary Guarantors, as applicable, is date of this Purchase Agreement shall not incurring debts or liabilities beyond its ability be relied upon by Purchaser in determining whether to pay as such debts and liabilities mature, (iv) neither the Company, the Issuer nor the Subsidiary Guarantors are engaged in any business or transaction, and are not about to engage in any business or transaction, for which its respective property would constitute unreasonably small capital after giving due consideration to the prevailing practice make an investment in the industry Securities and Purchaser expressly acknowledges, agrees and affirms that Purchaser has not relied upon any such information or literature in which making Purchaser’s determination to make an investment in the Company, the Issuer or the Subsidiary Guarantors, as applicable, are engaged, Securities and (v) neither the Company, the Issuer nor the Subsidiary Guarantors, are a defendant in any civil action that would result in a judgment Purchaser understands that the CompanyCompany is under no obligation to (and that Purchaser does not expect it to) update, revise, amend or add to any of the Issuer or the Subsidiary Guarantors, as applicable, is or would become unable information heretofore furnished to satisfy. In computing the amount of such contingent liabilities at any time, it is intended that such liabilities will be computed at the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liabilityPurchaser.

The Offering. (i) When No Consent. No Governmental Approval of or with any Governmental Agency is required for (A) the Notes issue and Guarantees are issued sale of the Offer Shares and delivered ADSs at the relevant Closing Date by the Company and the Selling Shareholders pursuant to this Agreement, such Notes and Guarantees will not be (B) the deposit of the same class (within Offer Shares with the meaning of Rule 144A under the Securities Act) as securities Depositary against issuance of the Issuer or ADRs evidencing the Guarantors that are listed on a national securities exchange registered under Section 6 ADSs pursuant to the Deposit Agreement, (C) the compliance by the Company and the Selling Shareholders with all of the Exchange Act or that provisions of this Agreement and the Deposit Agreement, (D) the consummation by the Company and the Selling Shareholders of the transactions contemplated herein and in the Prospectus, and (E) the execution and delivery by the Company and the Selling Shareholders of this Agreement and the Deposit Agreement, except such Governmental Approvals as have been obtained and are quoted in a United States automated inter-dealer quotation systemfull force and effect, copies of which have been furnished to the Representative. (ii) Assuming the accuracy Absence of your representations Stamp and warranties in Section 3(b), the purchase and resale of the Notes pursuant hereto (including pursuant to the Exempt Resales) are exempt from the registration requirements of the Securities Act. (iii) Other Taxes. No form of general solicitation or general advertising within the meaning of Regulation D (including, but not limited to, advertisements, articles, notices stamp or other communications published in any newspaper, magazine issuance or similar medium transfer taxes or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising) was used by the Issuer, the Guarantors, any of their respective affiliates or any of their respective representatives (other than you, as to whom the Issuer and the Guarantors make no representation) in connection with the offer and sale of the Notes. (iv) No directed selling efforts within the meaning of Rule 902 under the Securities Act were used by the Issuer, the Guarantors or any of their respective representatives (other than you, as to whom the Issuer and the Guarantors make no representation) with respect to Notes sold outside the United States to Non-U.S. Persons, and the Issuer, any affiliate of the Issuer and any person acting on its or their behalf (other than you, as to whom the Issuer and the Guarantors make no representation) has complied with and will implement the “offering restrictions” required by Rule 902 under the Securities Act. (v) Neither the Issuer, any Guarantor nor any other person acting on behalf of the Issuer or any Guarantor has sold or issued any securities that would be integrated with the offering of the Notes contemplated by this Agreement pursuant to the Securities Act, the rules and regulations thereunder or the interpretations thereof by the Commission. The Issuer and the Guarantors will take reasonable precautions designed to ensure that any offer or sale, direct or indirect, in the United States or to any U.S. person (as defined in Rule 902 under the Securities Act), of any Notes or any substantially similar security issued by the Issue or any Guarantor, within six months subsequent to the date on which the distribution of the Notes has been completed (as notified to the Issuer by the Initial Purchasers), is made under restrictions and other circumstances reasonably designed not to affect the status of the offer and sale of the Notes in the United States and to U.S. persons contemplated by this Agreement as transactions exempt from the registration provisions of the Securities Act, including any sales pursuant to Rule 144A under, or Regulations D or S of, the Securities Act. (vi) Each of the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum, each as of its respective date, contains all the information specified in, and meeting the requirements of, Rule 144A(d)(4) under the Securities Act. (vii) The Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum have been prepared by the Issuer and the Guarantors for use by the Initial Purchasers in connection with the Exempt Resales. No order or decree preventing the use of the Preliminary Offering Memorandum, the Pricing Disclosure Package or the Offering Memorandum, or any order asserting that the transactions contemplated by this Agreement are subject to the registration requirements of the Securities Act has been issued, duties and no proceeding for that purpose has commenced capital gains, income, withholding or is pending or, to the knowledge of the Issuer or any of the Guarantors is contemplated. (viii) The Offering Memorandum will not, as of its date or as of the Closing Date, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Offering Memorandum in reliance upon and in conformity with written information furnished to the Issuer through the Representative other taxes are payable by or on behalf of any Initial Purchaser specifically for inclusion therein, which information is specified in Section 8(e). (ix) The Pricing Disclosure Package did not, as the Underwriters to the government of the Applicable Time, contain an untrue statement of a material fact PRC or omit to state a material fact necessary any political subdivision or taxing authority thereof or therein in order to make connection with (A) the statements therein, in the light issuance of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Pricing Disclosure Package in reliance upon and in conformity with written information furnished to the Issuer through the Representative by or on behalf of any Initial Purchaser specifically for inclusion therein, which information is specified in Section 8(e). (x) The Issuer has not made any offer to sell or solicitation of an offer to buy the Notes that would constitute a “free writing prospectus” (if the offering of the Notes was made pursuant to a registered offering under the Securities Act), as defined in Rule 405 under the Securities Act (a “Free Writing Offering Document”) without the prior consent of the Representative; any such Free Writing Offering Document the use of which has been previously consented to ADRs by the Initial Purchasers is listed on Schedule IV. (xi) Each Free Writing Offering Document listed in Schedule IV(B) hereto, when taken together with the Pricing Disclosure Package, did not, as of the Applicable Time, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Pricing Disclosure Package (or Free Writing Offering Document listed in Schedule IV(B) hereto) in reliance upon Depositary and in conformity with written information furnished to the Issuer through the Representative by or on behalf of any Initial Purchaser specifically for inclusion therein, which information is specified in Section 8(e). (xii) Neither the Issuer nor the Guarantors have taken, directly or indirectly, any action that is designed to or that has constituted or that would reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Issuer or the Guarantors to facilitate the sale or resale of the Notes. (xiii) Immediately after the issuance and sale of the Notes, each of the Company, the Issuer and the Subsidiary Guarantors will be Solvent. As used in this paragraph, the term “Solvent” means, with respect to a particular date, that on such date (i) the present fair market value (or present fair saleable value) of the assets of the Company, the Issuer or the Subsidiary Guarantors, as applicable, are not less than the total amount required to pay the probable liabilities of the Company, the Issuer or the Subsidiary Guarantors, as applicable, on its total existing debts and liabilities (including contingent liabilities) as they become absolute and matured, (ii) the Company, the Issuer or the Subsidiary Guarantors, as applicable, is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and commitments as they mature and become due in the normal course of business, (iii) assuming the sale of ADSs by the Notes Company and the Selling Shareholders to the Underwriters in accordance with this Agreement and the Deposit Agreement, (B) the delivery of the ADSs to or for the respective accounts of the Underwriters in the manner contemplated in this Agreement or (C) the resale and delivery by the Underwriters of the ADSs to the initial purchasers thereof as contemplated by this Agreement, the Pricing Disclosure Package and the Offering Memorandum, the Company, the Issuer or the Subsidiary Guarantors, as applicable, is not incurring debts or liabilities beyond its ability to pay as such debts and liabilities mature, (iv) neither the Company, the Issuer nor the Subsidiary Guarantors are engaged in any business or transaction, and are not about to engage in any business or transaction, for which its respective property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which the Company, the Issuer or the Subsidiary Guarantors, as applicable, are engaged, and (v) neither the Company, the Issuer nor the Subsidiary Guarantors, are a defendant in any civil action that would result in a judgment that the Company, the Issuer or the Subsidiary Guarantors, as applicable, is or would become unable to satisfy. In computing the amount of such contingent liabilities at any time, it is intended that such liabilities will be computed at the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liabilityProspectus.

The Offering. No form of general solicitation or general advertising (ias those terms are used in Regulation D under the Act) When was used by the Issuers, the Guarantor or their representatives in connection with the offer and sale of the Notes. Neither of the Issuers, the Guarantor nor any Person authorized to act for any of them has, either directly or indirectly, sold or offered for sale any of the Notes or any other similar security of the Issuers or the Guarantor to, or solicited any offers to buy any thereof from, or has otherwise approached or negotiated in respect thereof with, any Person or Persons other than with or through the Initial Purchasers; and the Issuers and the Guarantor agree that neither they nor any Person acting on their behalf will sell or offer for sale any Notes and the Guarantee to, or solicit any offers to buy any Notes or Guarantee from, or otherwise approach or negotiate in respect thereof with, any Person or Persons so as thereby to bring the issuance or sale of any of the Notes or Guarantee within the provisions of Section 5 of the Act. Assuming the accuracy of the Initial Purchasers' representations and warranties set forth in Section 3.2 hereof, and the due performance by the Initial Purchasers of the covenants and agreements set forth in Section 3.2 24 -21- hereof, the offer and sale of the Notes and Guarantees the Guarantee to the Initial Purchasers in the manner contemplated by this Agreement and the Memorandum does not require registration under the Act and the Indenture does not require qualification under the Trust Indenture Act. No securities of the Issuers or the Guarantor are issued and delivered pursuant to this Agreement, such Notes and Guarantees will not be of the same class (within the meaning of Rule 144A under the Securities Act) as securities of the Issuer Notes or the Guarantors that are Guarantee and listed on a national securities exchange registered under Section 6 of the Exchange Act Act, or that are quoted in a United States U.S. automated inter-dealer interdealer quotation system. (ii) Assuming . Neither of the accuracy Issuers nor the Guarantor has taken, nor will either of your representations and warranties them take, directly or indirectly, any action designed to, or that might be reasonably expected to, cause or result in Section 3(b)stabilization or manipulation of the price of the Notes. Neither of the Issuers, the purchase and resale of the Notes pursuant hereto (including pursuant to the Exempt Resales) are exempt from the registration requirements of the Securities Act. (iii) No form of general solicitation or general advertising within the meaning of Regulation D (including, but not limited to, advertisements, articles, notices or other communications published in any newspaper, magazine or similar medium or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising) was used by the Issuer, the Guarantors, Guarantor nor any of their respective affiliates Affiliates or any of person acting on its or their respective representatives behalf (other than you, as to whom the Issuer and the Guarantors make no representationInitial Purchasers) has engaged in connection with the offer and sale of the Notes. (iv) No any directed selling efforts within the meaning of Rule 902 under the Securities Act were used by the Issuer, the Guarantors or any of their respective representatives (other than you, as to whom the Issuer and the Guarantors make no representationthat term is defined in Regulation S) with respect to the Notes sold outside or the United States to Non-U.S. Persons, Guarantee and the IssuerIssuers, any affiliate of the Issuer Guarantor Company and their respective Affiliates and any person acting on its or their behalf (other than you, as to whom the Issuer and the Guarantors make no representationInitial Purchasers) has complied with and will implement the “offering restrictions” required by Rule 902 under the Securities Act. (v) Neither the Issuer, any Guarantor nor any other person acting on behalf of the Issuer or any Guarantor has sold or issued any securities that would be integrated have acted in accordance with the offering of the Notes contemplated by this Agreement pursuant to the Securities Act, the rules and regulations thereunder or the interpretations thereof by the Commission. The Issuer and the Guarantors will take reasonable precautions designed to ensure that any offer or sale, direct or indirect, in the United States or to any U.S. person (as defined in Rule 902 under the Securities Act), of any Notes or any substantially similar security issued by the Issue or any Guarantor, within six months subsequent to the date on which the distribution of the Notes has been completed (as notified to the Issuer by the Initial Purchasers), is made under restrictions and other circumstances reasonably designed not to affect the status of the offer and sale of the Notes in the United States and to U.S. persons contemplated by this Agreement as transactions exempt from the registration provisions of the Securities Act, including any sales pursuant to Rule 144A under, or Regulations D or S of, the Securities Act. (vi) Each of the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum, each as of its respective date, contains all the information specified in, and meeting the requirements of, Rule 144A(d)(4) under the Securities Act. (vii) The Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum have been prepared by the Issuer and the Guarantors for use by the Initial Purchasers in connection with the Exempt Resales. No order or decree preventing the use of the Preliminary Offering Memorandum, the Pricing Disclosure Package or the Offering Memorandum, or any order asserting that the transactions contemplated by this Agreement are subject to the registration requirements of the Securities Act has been issued, and no proceeding for that purpose has commenced or is pending or, to the knowledge of the Issuer or any of the Guarantors is contemplated. (viii) The Offering Memorandum will not, as of its date or as of the Closing Date, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Offering Memorandum in reliance upon and in conformity with written information furnished to the Issuer through the Representative by or on behalf of any Initial Purchaser specifically for inclusion therein, which information is specified in Section 8(e). (ix) The Pricing Disclosure Package did not, as of the Applicable Time, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Pricing Disclosure Package in reliance upon and in conformity with written information furnished to the Issuer through the Representative by or on behalf of any Initial Purchaser specifically for inclusion therein, which information is specified in Section 8(e). (x) The Issuer has not made any offer to sell or solicitation of an offer to buy the Notes that would constitute a “free writing prospectus” (if the offering of the Notes was made pursuant to a registered offering under the Securities Act), as defined in Rule 405 under the Securities Act (a “Free Writing Offering Document”) without the prior consent of the Representative; any such Free Writing Offering Document the use of which has been previously consented to by the Initial Purchasers is listed on Schedule IV. (xi) Each Free Writing Offering Document listed in Schedule IV(B) hereto, when taken together with the Pricing Disclosure Package, did not, as of the Applicable Time, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Pricing Disclosure Package (or Free Writing Offering Document listed in Schedule IV(B) hereto) in reliance upon and in conformity with written information furnished to the Issuer through the Representative by or on behalf of any Initial Purchaser specifically for inclusion therein, which information is specified in Section 8(e). (xii) Neither the Issuer nor the Guarantors have taken, directly or indirectly, any action that is designed to or that has constituted or that would reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Issuer or the Guarantors to facilitate the sale or resale of the Notes. (xiii) Immediately after the issuance and sale of the Notes, each of the Company, the Issuer and the Subsidiary Guarantors will be Solvent. As used in this paragraph, the term “Solvent” means, with respect to a particular date, that on such date (i) the present fair market value (or present fair saleable value) of the assets of the Company, the Issuer or the Subsidiary Guarantors, as applicable, are not less than the total amount required to pay the probable liabilities of the Company, the Issuer or the Subsidiary Guarantors, as applicable, on its total existing debts and liabilities (including contingent liabilities) as they become absolute and matured, (ii) the Company, the Issuer or the Subsidiary Guarantors, as applicable, is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and commitments as they mature and become due in the normal course of business, (iii) assuming the sale of the Notes as contemplated by this Agreement, the Pricing Disclosure Package and the Offering Memorandum, the Company, the Issuer or the Subsidiary Guarantors, as applicable, is not incurring debts or liabilities beyond its ability to pay as such debts and liabilities mature, (iv) neither the Company, the Issuer nor the Subsidiary Guarantors are engaged in any business or transaction, and are not about to engage in any business or transaction, for which its respective property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which the Company, the Issuer or the Subsidiary Guarantors, as applicable, are engaged, and (v) neither the Company, the Issuer nor the Subsidiary Guarantors, are a defendant in any civil action that would result in a judgment that the Company, the Issuer or the Subsidiary Guarantors, as applicable, is or would become unable to satisfy. In computing the amount of such contingent liabilities at any time, it is intended that such liabilities will be computed at the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.Regulation S.

The Offering. (a) The sale of the Offered Units to the Purchasers will be effected in a manner that is in compliance with Securities Laws and upon the terms set out in the Final Prospectus and in this Agreement. The Agents will use commercially reasonable efforts to arrange for Purchasers for the Offered Units in the Qualifying Jurisdictions and in those jurisdictions outside of Canada as may be agreed upon by the Corporation and the Agents, each acting reasonably, in connection with the Offering. (b) The Corporation agrees that the Agents will have the right to invite one or more investment dealers (each, a “Selling Firm”) to form a selling group to participate in the soliciting of offers to purchase the Offered Units. The Agents have the exclusive right to control all compensation arrangements between the members of the selling group. The Corporation grants all of the rights and benefits of this Agreement to any Selling Firm so appointed by the Agents and appoints the Agents as trustee of such rights and benefits for such Selling Firms, and the Agents hereby accept such trust and agree to hold such rights and benefits for and on behalf of such Selling Firms. (c) The Agents will ensure that any Selling Firm appointed pursuant to the provisions of subsection 1(b), if any, will: (i) When be compensated by the Notes Agents from their compensation hereunder; and Guarantees are issued (ii) agree to comply with the covenants and delivered obligations given by the Agents herein. (d) The Corporation represents and warrants to the Agents that the Corporation has prepared and filed the Prospectus and other related documents (including, without limitation, any Marketing Materials) and has obtained pursuant to this Agreement, such Notes and Guarantees will not be the Passport System a receipt or deemed receipt therefor in each of the same class (within Qualifying Jurisdictions in order to qualify the meaning of Rule 144A under Offered Units and the Securities Act) as securities CFF Units for distribution in each of the Issuer or Qualifying Jurisdictions and until the Guarantors that are listed day on a national securities exchange registered under Section 6 which the distribution of the Exchange Act Offered Units and the CFF Units is completed, the Corporation will promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under applicable Securities Laws to qualify the distribution of the Offered Units and the CFF Units in the Qualifying Jurisdictions. (e) The Agents have delivered one copy of the Final Prospectus (together with any Supplementary Material, if any) to all persons resident in the Qualifying Jurisdictions who are quoted in to acquire the Offered Units. (f) The Corporation and the Agents covenant and agree: (i) not to provide any potential investor of Offered Units with any Marketing Materials unless a United States automated inter-dealer quotation system.template version of such Marketing Materials has been filed by the Corporation with the applicable Securities Regulators on or before the day such Marketing Materials are first provided to any potential investor of Offered Units; (ii) Assuming not to provide any potential investor with any materials or information in relation to the accuracy Offering or the Corporation other than: (A) such Marketing Materials that have been approved and filed in accordance with this Section 1(f); (B) the Prospectus or any Supplementary Material; (C) the Investor Presentation and (D) the Standard Term Sheet; and (iii) that any Marketing Materials approved and filed in accordance with this Section 1(f) and any standard term sheets approved in writing by the Corporation and the Agents will only be provided to potential investors in the Qualifying Jurisdictions where the provision of your representations such Marketing Materials or standard term sheets does not contravene applicable Securities Laws. (g) The Corporation and warranties the Agents acknowledge that the Offered Units have not been and will not be registered under the U.S. Securities Act or any state Securities Laws and may not be offered or sold in Section 3(b)the United States or to, or for the purchase and resale account or benefit of, U.S. Persons, nor may the Warrants or the Compensation Warrants be exercised in the United States or by or on behalf of the Notes pursuant hereto (including a U.S. Person, except pursuant to the Exempt Resales) are exempt exemptions from the registration requirements of the U.S. Securities Act. (iii) No form of general solicitation or general advertising within the meaning of Regulation D (including, but not limited to, advertisements, articles, notices or other communications published in any newspaper, magazine or similar medium or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising) was used by the Issuer, the Guarantors, any of their respective affiliates or any of their respective representatives (other than you, as to whom the Issuer Act and the Guarantors make no representation) in connection with the offer and sale Applicable Laws of the Notes. (iv) No directed selling efforts within the meaning any state of Rule 902 under the Securities Act were used by the Issuer, the Guarantors or any of their respective representatives (other than you, as to whom the Issuer and the Guarantors make no representation) with respect to Notes sold outside the United States to Non-U.S. Persons, and the Issuer, any affiliate of the Issuer and any person acting on its or their behalf (other than you, as to whom the Issuer and the Guarantors make no representation) has complied with and will implement the “offering restrictions” required by Rule 902 under the Securities Act. (v) Neither the Issuer, any Guarantor nor any other person acting on behalf of the Issuer or any Guarantor has sold or issued any securities that would be integrated with the offering of the Notes contemplated by this Agreement pursuant to the Securities Act, the rules and regulations thereunder or the interpretations thereof by the Commission. The Issuer and the Guarantors will take reasonable precautions designed to ensure that any offer or sale, direct or indirect, in the United States or to any U.S. person (as defined in Rule 902 under the Securities Act), of any Notes or any substantially similar security issued by the Issue or any Guarantor, within six months subsequent to the date on which the distribution of the Notes has been completed (as notified to the Issuer by the Initial Purchasers), is made under restrictions and other circumstances reasonably designed not to affect the status of the offer and sale of the Notes in the United States and to U.S. persons contemplated by this Agreement as transactions exempt from the registration provisions of the Securities Act, including any sales pursuant to Rule 144A under, or Regulations D or S of, the Securities Act. (vi) Each of the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum, each as of its respective date, contains all the information specified in, and meeting the requirements of, Rule 144A(d)(4) under the Securities Act. (vii) The Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum have been prepared by the Issuer and the Guarantors for use by the Initial Purchasers in connection with the Exempt Resales. No order or decree preventing the use of the Preliminary Offering Memorandum, the Pricing Disclosure Package or the Offering Memorandum, or any order asserting that the transactions contemplated by this Agreement are subject to the registration requirements of the Securities Act has been issued, and no proceeding for that purpose has commenced or is pending or, to the knowledge of the Issuer or any of the Guarantors is contemplated. (viii) The Offering Memorandum will not, as of its date or as of the Closing Date, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Offering Memorandum in reliance upon and in conformity with written information furnished to the Issuer through the Representative by or on behalf of any Initial Purchaser specifically for inclusion therein, which information is manner specified in Section 8(e). (ix) The Pricing Disclosure Package did not, as of the Applicable Time, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Pricing Disclosure Package in reliance upon and in conformity with written information furnished to the Issuer through the Representative by or on behalf of any Initial Purchaser specifically for inclusion therein, which information is specified in Section 8(e). (x) The Issuer has not made any offer to sell or solicitation of an offer to buy the Notes that would constitute a “free writing prospectus” (if the offering of the Notes was made pursuant to a registered offering under the Securities Act), as defined in Rule 405 under the Securities Act (a “Free Writing Offering Document”) without the prior consent of the Representative; any such Free Writing Offering Document the use of which has been previously consented to by the Initial Purchasers is listed on Schedule IV. (xi) Each Free Writing Offering Document listed in Schedule IV(B) hereto, when taken together with the Pricing Disclosure Package, did not, as of the Applicable Time, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Pricing Disclosure Package (or Free Writing Offering Document listed in Schedule IV(B) hereto) in reliance upon and in conformity with written information furnished to the Issuer through the Representative by or on behalf of any Initial Purchaser specifically for inclusion therein, which information is specified in Section 8(e). (xii) Neither the Issuer nor the Guarantors have taken, directly or indirectly, any action that is designed to or that has constituted or that would reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Issuer or the Guarantors to facilitate the sale or resale of the Notes. (xiii) Immediately after the issuance and sale of the Notes, each of the Company, the Issuer and the Subsidiary Guarantors will be Solvent. As used in this paragraph, the term “Solvent” means, with respect to a particular date, that on such date (i) the present fair market value (or present fair saleable value) of the assets of the Company, the Issuer or the Subsidiary Guarantors, as applicable, are not less than the total amount required to pay the probable liabilities of the Company, the Issuer or the Subsidiary Guarantors, as applicable, on its total existing debts and liabilities (including contingent liabilities) as they become absolute and matured, (ii) the Company, the Issuer or the Subsidiary Guarantors, as applicable, is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and commitments as they mature and become due in the normal course of business, (iii) assuming the sale of the Notes as contemplated by this Agreement, the Pricing Disclosure Package and the Offering Memorandum, the Company, the Issuer or the Subsidiary Guarantors, as applicable, is not incurring debts or liabilities beyond its ability to pay as such debts and liabilities mature, (iv) neither the Company, the Issuer nor the Subsidiary Guarantors are engaged in any business or transaction, and are not about to engage in any business or transaction, for which its respective property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which the Company, the Issuer or the Subsidiary Guarantors, as applicable, are engaged, and (v) neither the Company, the Issuer nor the Subsidiary Guarantors, are a defendant in any civil action that would result in a judgment that the Company, the Issuer or the Subsidiary Guarantors, as applicable, is or would become unable to satisfy. In computing the amount of such contingent liabilities at any time, it is intended that such liabilities will be computed at the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

The Offering. (i) When the Notes and Guarantees are issued and delivered pursuant to this Agreement, such Notes and Guarantees will not be of the same class (within the meaning of Rule 144A under the Securities Act) as securities of the Issuer or the Guarantors that are listed on a national securities exchange registered under Section 6 of the Exchange Act or that are quoted in a United States automated inter-dealer quotation system. (ii) Assuming the accuracy of your representations and warranties in Section 3(b), the purchase and resale of the Notes pursuant hereto (including pursuant to the Exempt Resales) are exempt from the registration requirements of the Securities Act. (iii) No form of general solicitation or general advertising within the meaning of Regulation D (including, but not limited to, advertisements, articles, notices or other communications published in any newspaper, magazine or similar medium or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising) was used by the Issuer, the Guarantors, any of their respective affiliates or any of their respective representatives (other than you, as to whom the Issuer and the Guarantors make no representation) in connection with the offer and sale of the Notes. (iv) No directed selling efforts within the meaning of Rule 902 under the Securities Act were used by the Issuer, the Guarantors or any of their respective representatives (other than you, as to whom the Issuer and the Guarantors make no representation) with respect to Notes sold outside the United States to Non-U.S. Persons, and the Issuer, any affiliate of the Issuer and any person acting on its or their behalf (other than you, as to whom the Issuer and the Guarantors make no representation) has complied with and will implement the “offering restrictions” required by Rule 902 under the Securities Act. (v) Neither the Issuer, any Guarantor nor any other person acting on behalf of the Issuer or any Guarantor has sold or issued any securities that would be integrated with the offering of the Notes contemplated by this Agreement pursuant to the Securities Act, the rules and regulations thereunder or the interpretations thereof by the Commission. The Issuer and the Guarantors will take reasonable precautions designed to ensure that any offer or sale, direct or indirect, in the United States or to any U.S. person (as defined in Rule 902 under the Securities Act), of any Notes or any substantially similar security issued by the Issue or any Guarantor, within six months subsequent to the date on which the distribution of the Notes has been completed (as notified to the Issuer by the Initial Purchasers), is made under restrictions and other circumstances reasonably designed not to affect the status of the offer and sale of the Notes in the United States and to U.S. persons contemplated by this Agreement as transactions exempt from the registration provisions of the Securities Act, including any sales pursuant to Rule 144A under, or Regulations D or S of, the Securities Act. (vi) Each of the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum, each as of its respective date, contains all the information specified in, and meeting the requirements of, Rule 144A(d)(4) under the Securities Act. (vii) The Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum have been prepared by the Issuer and the Guarantors for use by the Initial Purchasers in connection with the Exempt Resales. No order or decree preventing the use of the Preliminary Offering Memorandum, the Pricing Disclosure Package or the Offering Memorandum, or any order asserting that the transactions contemplated by this Agreement are subject to the registration requirements of the Securities Act has been issued, and no proceeding for that purpose has commenced or is pending or, to the knowledge of the Issuer or any of the Guarantors is contemplated. (viii) The Offering Memorandum will not, as of its date or as of the Closing Date, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Offering Memorandum in reliance upon and in conformity with written information furnished to the Issuer through the Representative Representatives by or on behalf of any Initial Purchaser specifically for inclusion therein, which information is specified in Section 8(e). (ix) The Pricing Disclosure Package did not, as of the Applicable Time, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Pricing Disclosure Package in reliance upon and in conformity with written information furnished to the Issuer through the Representative Representatives by or on behalf of any Initial Purchaser specifically for inclusion therein, which information is specified in Section 8(e). (x) The Issuer has not made any offer to sell or solicitation of an offer to buy the Notes that would constitute a “free writing prospectus” (if the offering of the Notes was made pursuant to a registered offering under the Securities Act), as defined in Rule 405 under the Securities Act (a “Free Writing Offering Document”) without the prior consent of the RepresentativeRepresentatives; any such Free Writing Offering Document the use of which has been previously consented to by the Initial Purchasers is listed on Schedule IV. (xi) Each Free Writing Offering Document listed in Schedule IV(B) hereto, when taken together with the Pricing Disclosure Package, did not, as of the Applicable Time, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Pricing Disclosure Package (or Free Writing Offering Document listed in Schedule IV(B) hereto) in reliance upon and in conformity with written information furnished to the Issuer through the Representative Representatives by or on behalf of any Initial Purchaser specifically for inclusion therein, which information is specified in Section 8(e). (xii) Neither the Issuer nor the Guarantors have taken, directly or indirectly, any action that is designed to or that has constituted or that would reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Issuer or the Guarantors to facilitate the sale or resale of the Notes. (xiii) Immediately after the issuance and sale of the Notes, each of the Company, the Issuer and the Subsidiary Guarantors will be Solvent. As used in this paragraph, the term “Solvent” means, with respect to a particular date, that on such date (i) the present fair market value (or present fair saleable value) of the assets of the Company, the Issuer or the Subsidiary Guarantors, as applicable, are not less than the total amount required to pay the probable liabilities of the Company, the Issuer or the Subsidiary Guarantors, as applicable, on its total existing debts and liabilities (including contingent liabilities) as they become absolute and matured, (ii) the Company, the Issuer or the Subsidiary Guarantors, as applicable, is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and commitments as they mature and become due in the normal course of business, (iii) assuming the sale of the Notes as contemplated by this Agreement, the Pricing Disclosure Package and the Offering Memorandum, the Company, the Issuer or the Subsidiary Guarantors, as applicable, is not incurring debts or liabilities beyond its ability to pay as such debts and liabilities mature, (iv) neither the Company, the Issuer nor the Subsidiary Guarantors are engaged in any business or transaction, and are not about to engage in any business or transaction, for which its respective property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which the Company, the Issuer or the Subsidiary Guarantors, as applicable, are engaged, and (v) neither the Company, the Issuer nor the Subsidiary Guarantors, are a defendant in any civil action that would result in a judgment that the Company, the Issuer or the Subsidiary Guarantors, as applicable, is or would become unable to satisfy. In computing the amount of such contingent liabilities at any time, it is intended that such liabilities will be computed at the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

The Offering. No form of general solicitation or general advertising (ias those terms are used in Regulation D under the Act) When was used by the Company or their representatives in connection with the offer and sale of the Notes. Neither the Company, the Guarantors nor any Person authorized to act for any of them has, either directly or indirectly, sold or offered for sale any of the Notes or any other similar security of the Company or the Guarantors to, or solicited any offers to buy any thereof from, or has otherwise approached or negotiated in respect thereof with, any Person or Persons other than with or through the Initial Purchaser; and Guarantees the Company and the Guarantors agree that neither they nor any Person acting on their behalf will sell or offer for sale any Notes to, or solicit any offers to buy any Notes from, or otherwise approach or negotiate in respect thereof with, any Person or Persons so as thereby to bring the issuance or sale of any of the Notes within the provisions of Section 5 of the Act. Assuming the accuracy of the Initial Purchaser's representations and warranties set forth in Section 3.2 hereof, and the due performance by the Initial Purchaser of the covenants and agreements set forth in Section 3.2 hereof, the offer and sale of the Notes to the Initial Purchaser in the manner contemplated by this Agreement and the Memorandum does not require registration under the Act and the Indenture does not require qualification under the Trust Indenture Act. No securities of the Company nor the Guarantors are issued and delivered pursuant to this Agreement, such Notes and Guarantees will not be of the same class (within the meaning of Rule 144A under the Securities Act) as securities of the Issuer or the Guarantors that are Notes and listed on a national securities exchange registered under Section 6 of the Exchange Act Act, or that are quoted in a United States U.S. automated inter-dealer interdealer quotation system. (ii) Assuming . Neither the accuracy Company nor the Guarantors has taken, nor will either of your representations and warranties them take, directly or indirectly, any action designed to, or that might be reasonably expected to, cause or result in Section 3(b)stabilization or manipulation of the price of the Notes. Neither the Company, the purchase and resale of the Notes pursuant hereto (including pursuant to the Exempt Resales) are exempt from the registration requirements of the Securities Act. (iii) No form of general solicitation or general advertising within the meaning of Regulation D (including, but not limited to, advertisements, articles, notices or other communications published in any newspaper, magazine or similar medium or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising) was used by the Issuer, the Guarantors, Guarantors nor any of their respective affiliates Affiliates or any of person acting on its or their respective representatives behalf (other than you, as to whom the Issuer and the Guarantors make no representationInitial Purchaser) has engaged in connection with the offer and sale of the Notes. (iv) No any directed selling efforts within (as that term is defined in Regulation S with respect to the meaning of Rule 902 under Notes and the Securities Act were used by the IssuerCompany, the Guarantors or any of and their respective representatives (other than you, as to whom the Issuer and the Guarantors make no representation) with respect to Notes sold outside the United States to Non-U.S. Persons, and the Issuer, any affiliate of the Issuer Affiliates and any person acting on its or their behalf (other than you, as to whom the Issuer and the Guarantors make no representationInitial Purchaser) has complied with and will implement the “offering restrictions” required by Rule 902 under the Securities Act. (v) Neither the Issuer, any Guarantor nor any other person acting on behalf of the Issuer or any Guarantor has sold or issued any securities that would be integrated have acted in accordance with the offering of the Notes contemplated by this Agreement pursuant to the Securities Act, the rules and regulations thereunder or the interpretations thereof by the Commission. The Issuer and the Guarantors will take reasonable precautions designed to ensure that any offer or sale, direct or indirect, in the United States or to any U.S. person (as defined in Rule 902 under the Securities Act), of any Notes or any substantially similar security issued by the Issue or any Guarantor, within six months subsequent to the date on which the distribution of the Notes has been completed (as notified to the Issuer by the Initial Purchasers), is made under restrictions and other circumstances reasonably designed not to affect the status of the offer and sale of the Notes in the United States and to U.S. persons contemplated by this Agreement as transactions exempt from the registration provisions of the Securities Act, including any sales pursuant to Rule 144A under, or Regulations D or S of, the Securities Act. (vi) Each of the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum, each as of its respective date, contains all the information specified in, and meeting the requirements of, Rule 144A(d)(4) under the Securities Act. (vii) The Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum have been prepared by the Issuer and the Guarantors for use by the Initial Purchasers in connection with the Exempt Resales. No order or decree preventing the use of the Preliminary Offering Memorandum, the Pricing Disclosure Package or the Offering Memorandum, or any order asserting that the transactions contemplated by this Agreement are subject to the registration requirements of the Securities Act has been issued, and no proceeding for that purpose has commenced or is pending or, to the knowledge of the Issuer or any of the Guarantors is contemplated. (viii) The Offering Memorandum will not, as of its date or as of the Closing Date, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Offering Memorandum in reliance upon and in conformity with written information furnished to the Issuer through the Representative by or on behalf of any Initial Purchaser specifically for inclusion therein, which information is specified in Section 8(e). (ix) The Pricing Disclosure Package did not, as of the Applicable Time, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Pricing Disclosure Package in reliance upon and in conformity with written information furnished to the Issuer through the Representative by or on behalf of any Initial Purchaser specifically for inclusion therein, which information is specified in Section 8(e). (x) The Issuer has not made any offer to sell or solicitation of an offer to buy the Notes that would constitute a “free writing prospectus” (if the offering of the Notes was made pursuant to a registered offering under the Securities Act), as defined in Rule 405 under the Securities Act (a “Free Writing Offering Document”) without the prior consent of the Representative; any such Free Writing Offering Document the use of which has been previously consented to by the Initial Purchasers is listed on Schedule IV. (xi) Each Free Writing Offering Document listed in Schedule IV(B) hereto, when taken together with the Pricing Disclosure Package, did not, as of the Applicable Time, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Pricing Disclosure Package (or Free Writing Offering Document listed in Schedule IV(B) hereto) in reliance upon and in conformity with written information furnished to the Issuer through the Representative by or on behalf of any Initial Purchaser specifically for inclusion therein, which information is specified in Section 8(e). (xii) Neither the Issuer nor the Guarantors have taken, directly or indirectly, any action that is designed to or that has constituted or that would reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Issuer or the Guarantors to facilitate the sale or resale of the Notes. (xiii) Immediately after the issuance and sale of the Notes, each of the Company, the Issuer and the Subsidiary Guarantors will be Solvent. As used in this paragraph, the term “Solvent” means, with respect to a particular date, that on such date (i) the present fair market value (or present fair saleable value) of the assets of the Company, the Issuer or the Subsidiary Guarantors, as applicable, are not less than the total amount required to pay the probable liabilities of the Company, the Issuer or the Subsidiary Guarantors, as applicable, on its total existing debts and liabilities (including contingent liabilities) as they become absolute and matured, (ii) the Company, the Issuer or the Subsidiary Guarantors, as applicable, is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and commitments as they mature and become due in the normal course of business, (iii) assuming the sale of the Notes as contemplated by this Agreement, the Pricing Disclosure Package and the Offering Memorandum, the Company, the Issuer or the Subsidiary Guarantors, as applicable, is not incurring debts or liabilities beyond its ability to pay as such debts and liabilities mature, (iv) neither the Company, the Issuer nor the Subsidiary Guarantors are engaged in any business or transaction, and are not about to engage in any business or transaction, for which its respective property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which the Company, the Issuer or the Subsidiary Guarantors, as applicable, are engaged, and (v) neither the Company, the Issuer nor the Subsidiary Guarantors, are a defendant in any civil action that would result in a judgment that the Company, the Issuer or the Subsidiary Guarantors, as applicable, is or would become unable to satisfy. In computing the amount of such contingent liabilities at any time, it is intended that such liabilities will be computed at the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.Regulation S.

The Offering. (a) The Company understands that, although the offer to purchase the Shares is being made by the Underwriters as purchaser, the Underwriters will endeavor to arrange for Substituted Purchasers for the Shares in one or more of the Canadian Jurisdictions, subject to acceptance by the Company, acting reasonably, of the Subscription Agreements, with the effect that such Substituted Purchasers will be the initial purchasers of the applicable Shares. The Underwriters shall offer for sale and sell the Shares in accordance with the terms of this Agreement, on a private placement basis pursuant to exemptions from the prospectus requirements of Canadian Securities Laws and Regulation S under the Act. (b) The Underwriters acknowledge that, subject to the conditions contained in Section 9 hereof being satisfied and subject to the rights of the Underwriters contained in this Agreement, the Underwriters shall become obligated to purchase or cause to be purchased all of the Shares. To the extent that Substituted Purchasers purchase Shares at the Closing, the Underwriters shall not be obligated to purchase the Shares so purchased by such Substituted Purchasers. (c) Neither the Company nor the Underwriters shall (i) When the Notes and Guarantees are issued and delivered pursuant provide to this Agreement, such Notes and Guarantees will not be prospective purchasers of the same class (Shares any document or other material that would constitute an offering memorandum or future oriented financial information within the meaning of Rule 144A under the Canadian Securities Act) as securities of the Issuer Laws, or the Guarantors that are listed on a national securities exchange registered under Section 6 of the Exchange Act or that are quoted in a United States automated inter-dealer quotation system. (ii) Assuming the accuracy of your representations and warranties engage in Section 3(b), the purchase and resale of the Notes pursuant hereto (including pursuant to the Exempt Resales) are exempt from the registration requirements of the Securities Act. (iii) No any form of general solicitation or general advertising within the meaning of Regulation D (including, but not limited to, advertisements, articles, notices or other communications published in any newspaper, magazine or similar medium or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising) was used by the Issuer, the Guarantors, any of their respective affiliates or any of their respective representatives (other than you, as to whom the Issuer and the Guarantors make no representation) in connection with the offer and sale of the Notes. (iv) No directed selling efforts within Shares, including but not limited to, causing the meaning of Rule 902 under the Securities Act were used by the Issuer, the Guarantors or any of their respective representatives (other than you, as to whom the Issuer and the Guarantors make no representation) with respect to Notes sold outside the United States to Non-U.S. Persons, and the Issuer, any affiliate sale of the Issuer Shares to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic display, or conduct any person acting on its seminar or their behalf (other than you, as meeting relating to whom the Issuer and the Guarantors make no representation) has complied with and will implement the “offering restrictions” required by Rule 902 under the Securities Act. (v) Neither the Issuer, any Guarantor nor any other person acting on behalf of the Issuer or any Guarantor has sold or issued any securities that would be integrated with the offering of the Notes contemplated by this Agreement pursuant to the Securities Act, the rules and regulations thereunder or the interpretations thereof by the Commission. The Issuer and the Guarantors will take reasonable precautions designed to ensure that any offer or sale, direct or indirect, in the United States or to any U.S. person (as defined in Rule 902 under the Securities Act), of any Notes or any substantially similar security issued by the Issue or any Guarantor, within six months subsequent to the date on which the distribution of the Notes has been completed (as notified to the Issuer by the Initial Purchasers), is made under restrictions and other circumstances reasonably designed not to affect the status of the offer and sale of the Notes in the United States and to U.S. persons contemplated Shares whose attendees have been invited by this Agreement as transactions exempt from the registration provisions of the Securities Act, including any sales pursuant to Rule 144A under, general solicitation or Regulations D or S of, the Securities Actadvertising. (vid) Each The Shares shall have attached to them, whether through the electronic deposit system of the Preliminary Offering MemorandumCanadian Depository for Securities, an ownership statement issued under a direct registration system or other electronic book-entry system, or on certificates that may be issued, as applicable, any legends as may be prescribed by the Pricing Disclosure Package and Canadian Depository for Securities in addition to the Offering Memorandum, each as of its respective date, contains all legends set out in the information specified in, and meeting the requirements of, Rule 144A(d)(4) under the Securities ActSubscription Agreements. (viie) The Preliminary Offering MemorandumUnderwriters agree that all offers and sales of the Shares, the Pricing Disclosure Package and the Offering Memorandum have been prepared by the Issuer and Underwriters, prior to the Guarantors for use by expiration of the Initial Purchasers applicable distribution compliance period specified in connection Regulation S under the Act shall be made in compliance with the Exempt Resales. No order provisions of Rule 903 or decree preventing the use Rule 904 under said Act; pursuant to registration of the Preliminary Offering Memorandum, Shares under the Pricing Disclosure Package Act; or the Offering Memorandum, or any order asserting that the transactions contemplated by this Agreement are subject pursuant to an exemption from the registration requirements of the Securities Act has been issued, and no proceeding for that purpose has commenced or is pending or, to the knowledge of the Issuer or any of the Guarantors is contemplatedAct. (viii) The Offering Memorandum will not, as of its date or as of the Closing Date, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Offering Memorandum in reliance upon and in conformity with written information furnished to the Issuer through the Representative by or on behalf of any Initial Purchaser specifically for inclusion therein, which information is specified in Section 8(e). (ix) The Pricing Disclosure Package did not, as of the Applicable Time, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Pricing Disclosure Package in reliance upon and in conformity with written information furnished to the Issuer through the Representative by or on behalf of any Initial Purchaser specifically for inclusion therein, which information is specified in Section 8(e). (x) The Issuer has not made any offer to sell or solicitation of an offer to buy the Notes that would constitute a “free writing prospectus” (if the offering of the Notes was made pursuant to a registered offering under the Securities Act), as defined in Rule 405 under the Securities Act (a “Free Writing Offering Document”) without the prior consent of the Representative; any such Free Writing Offering Document the use of which has been previously consented to by the Initial Purchasers is listed on Schedule IV. (xi) Each Free Writing Offering Document listed in Schedule IV(B) hereto, when taken together with the Pricing Disclosure Package, did not, as of the Applicable Time, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Pricing Disclosure Package (or Free Writing Offering Document listed in Schedule IV(B) hereto) in reliance upon and in conformity with written information furnished to the Issuer through the Representative by or on behalf of any Initial Purchaser specifically for inclusion therein, which information is specified in Section 8(e). (xii) Neither the Issuer nor the Guarantors have taken, directly or indirectly, any action that is designed to or that has constituted or that would reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Issuer or the Guarantors to facilitate the sale or resale of the Notes. (xiii) Immediately after the issuance and sale of the Notes, each of the Company, the Issuer and the Subsidiary Guarantors will be Solvent. As used in this paragraph, the term “Solvent” means, with respect to a particular date, that on such date (i) the present fair market value (or present fair saleable value) of the assets of the Company, the Issuer or the Subsidiary Guarantors, as applicable, are not less than the total amount required to pay the probable liabilities of the Company, the Issuer or the Subsidiary Guarantors, as applicable, on its total existing debts and liabilities (including contingent liabilities) as they become absolute and matured, (ii) the Company, the Issuer or the Subsidiary Guarantors, as applicable, is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and commitments as they mature and become due in the normal course of business, (iii) assuming the sale of the Notes as contemplated by this Agreement, the Pricing Disclosure Package and the Offering Memorandum, the Company, the Issuer or the Subsidiary Guarantors, as applicable, is not incurring debts or liabilities beyond its ability to pay as such debts and liabilities mature, (iv) neither the Company, the Issuer nor the Subsidiary Guarantors are engaged in any business or transaction, and are not about to engage in any business or transaction, for which its respective property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which the Company, the Issuer or the Subsidiary Guarantors, as applicable, are engaged, and (v) neither the Company, the Issuer nor the Subsidiary Guarantors, are a defendant in any civil action that would result in a judgment that the Company, the Issuer or the Subsidiary Guarantors, as applicable, is or would become unable to satisfy. In computing the amount of such contingent liabilities at any time, it is intended that such liabilities will be computed at the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.