EQUITY DISTRIBUTION AGREEMENT

This Equity Distribution Agreement (the “Agreement”) is effective [DATE],

BETWEEN: [COMPANY NAME], (the “Company”), a Company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

[COMPLETE ADDRESS]

AND: [MANAGER’S NAME], (the “Manager”), an individual with their main address located at OR a Company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

[COMPLETE ADDRESS]

Collectively, the Company and the Manager shall be referred to as the “Parties.”

NOW THEREFORE in consideration and as a condition of the Parties entering into this Agreement and other valuable considerations, the receipt and sufficiency of which consideration is acknowledged, the Parties agree as follows:

DISTRIBUTION OF SECURITIES

The Company

proposes to issue and sell through or to the Manager, as sales agent and/or principal, up to [SPECIFY NUMBER] shares (the “

”) of the Company’s common stock, par value [SPECIFY VALUE] per

hare (the “

Common Stock

”), from time to time during the term of this Agreement and on the terms set forth in this Agreement.

For purposes of selling the Shares through the Manager, the Company hereby appoints the Manager as exclusive agent of the Company for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement

and the Manager agrees to use its reasonable best efforts to solicit purchases of the Shares on the terms and subject to the conditions stated herein.

The Company hereby reserves the right to issue and sell

hares of Common Stock other than through or to the Manager during the term of this Agreement on terms that it deems appropriate.

REPRESENTATION AND WARRANTIES BY THE COMPANY

The Company represents and warrants to and agrees with the Manager that:

automatic registration statement (the “

egistration

tatement

”) has become, and is, effective under the Securities Act of [STATE/PROVINCE], as amended, and the rules and regulations

there under

(the “

Act

”); the

egistration

tatement and the Prospectus Supplement set forth the terms of an offering, sale and plan of distribution of

hares of the Common Stock and/or other

ecurities of the Company and contains or incorporates therein by reference additional information concerning the Company and its business; no stop order of the Securities and Exchange Commission (the “

Commission

”) preventing or suspending the use of any Basic Prospectus, the Prospectus Supplement, the Prospectus or any Issuer

Free Writing Prospectus

or the effectiveness of the Registration Statement, has been issued, and no proceeding for that purpose has been initiated or threatened by the Commission.

(i) At the respective times the Registration Statement and each amendment thereto became effective, at each deemed effective date with respect to the Manager, as of the time of each

sale of Shares

pursuant to this Agreement (each, a “

Time of Sale

”) and Settlement Date, if any, and at all times during which a prospectus is to be delivered in connection with any sale of Shares, the Registration Statement complied and will comply in all material respects with the requirements of the Act and the rules and regulations under the Act; (ii) the Basic Prospectus, complies or will comply, at the time it was or will be filed with the Commission, complies as of the date hereof (if filed with the Commission on or prior to the date hereof)

and, as of each Time of Sale, if any, and at all times during which a prospectus is required by the Act to be delivered in connection with any sale of Shares, in all material respects with the rules and regulations under the Act; (iii) each of the Prospectus Supplement and the Prospectus will comply, as of the date that it is filed with the Commission, the date of the Prospectus Supplement, as of each Time of Sale and Settlement Date, if any, and at all times during which a prospectus is required by the Act to be delivered in connection with any sale of Shares, in all material respects with the rules and regulations under the Act; (iv) the Incorporated Documents, when they were filed with the Commission, conformed in all material respects

with

the requirements of the Exchange Act

of [STATE/PROVINCE]

and the rules and regulations of the Commission

there under

, and any further Incorporated Documents

so filed and incorporated by reference, when they are filed with the Commission, will conform in all material respects

with

the requirements of the Exchange Act and the rules and regulations of the Commission

there under

; and (iv) each Permitted Free Writing Prospectus complied in all material respects with the Act and has been filed or will be filed in accordance with the Act (to the extent required thereby).

(

)

t the Effective Time with respect to the Registration Statement and each amendment thereto, the Registration

Statement did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) as of each Time of Sale, the Prospectus (as amended and supplemented at such Time of Sale) and any Permitted Free Writing Prospectus, considered together (collectively, the “

General Disclosure Package

”), did not and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iii) as of its date and at any Settlement Date, the Prospectus did not and will not 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, however, that this representation and warranty shall not apply to any statement or omission made in reliance upon and in conformity with

information furnished in writing to the Company by the

Manager expressly for use in the Prospectus or in the General Disclosure Package.

Each Permitted Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Shares or until any earlier date

that the Company notified or notifies the Manager, did not, does not and will not include any material information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus; any electronic road show relating to the offering of the Shares, when considered together with the General Disclosure Package, as of the Time of Sale, did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Other than the Basic Prospectus, the Prospectus and any document not constituting a prospectus

the Company (including its agents and representatives, other than the Manager) has not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” that constitutes an offer to sell or solicitation of an offer to buy any Shares required to be filed with the Commission without the Manager’s consent (each such communication by the Company or its agents and representatives being referred to herein as a

“

Issuer Free Writing Prospectus”

), other than any Permitted Free Writing Prospectus.

(A) (i) At the time of filing the Registration Statement, (ii) at the time of the most recent amendment thereto, and (iii) at the time the Company or any person acting on its behalf made any offer relating to the Securities in reliance on the exemption under the Act, the Company w

as not an “ineligible issuer”

; and (B) at the time of filing of the Registration Statement, at the earliest time thereafter that the Company or another offering participant made a bona fide offer of the Shares and at the date hereof, the Company was not and is not an “ineligible issuer”.

The Company has an authorized capitalization as set forth in the Prospectus; and all of the issued

hares of capital stock, including the Common Stock, of the Company have been duly and validly authorized and issued and are fully paid and non-assessable, have been issued in compliance with

all applicable securities laws and were not issued in violation of any preemptive or similar right;

and the Company has taken no action designed to, or likely to have the effect of, terminating the registration of the Common Stock, nor has the Company received any notification that the Commission is contemplating terminating such registration or listing.

The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the

[STATE/PROVINCE]

, and has the corporate power and authority, and has all licenses, permits, orders and other governmental and regulatory approvals, to own or lease its properties and conduct its business in the jurisdictions in which such business is transacted

as described in the Registration Statement and the Prospectus

with only such exceptions as are not material to the business of the Company and its subsidiaries considered as a whole.

The Shares have been duly authorized by the Company and reserved for issuance by the Company, and, when duly issued and delivered against payment therefore as provided herein, will be validly issued, fully paid and non-assessable; no holder thereof will be subject to personal liability solely by reason of being such a holder; and the issuance of the Shares will not be subject to preemptive or similar rights.

The capital stock of the Company, including the Shares, conforms in all material respects to each description thereof, if any, contained or incorporated by reference in the Registration Statement, any Basic Prospectus, the Prospectus or any Permitted Free Writing Prospectus; and the certificates for the Shares meet the requirements thereof under the Company’s bylaws.

This Agreement has been duly authorized, executed and delivered by the Company.

There is no consent, approval, authorization, order, registration or qualification of or with any court or any regulatory authority or other governmental body having jurisdiction over the Company which is required for, and the absence of which would materially affect, the issue and sale of any Shares as contemplated by this Agreement, except the registration under the Act of the Shares, and such consents, approvals, authorizations, registrations or qualifications as may be required under the

ecurities in connection with the public offering of the Shares by the Manager.

Except pursuant to this Agreement, neither the Company nor any of its subsidiaries has incurred any liability for any finder’s or broker’s fee or agent’s commission in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby or by the Registration Statement.

Neither the Company nor any of its subsidiaries

nor, to the best of the Company’s knowledge, any of their respective directors, officers, affiliates or controlling persons has taken, directly or indirectly, any action designed, or which has constituted or might reasonably be expected to cause or result in the stabilization or manipulation of the price of any

ecurity of the Company to facilitate the sale or resale of the Shares.

SALE

AND DELIVERY OF SECURITIES

On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Manager agree that the Company may from time to time seek to sell Shares through the Manager, acting as sales agent, or directly to the Manager acting as principal, as follows:

The Company may submit to the Manager its orders (including any price, time or size limits or other customary parameters or conditions) to sell Shares on any Trading Day in a form and manner as mutually agreed to by the Company and the Manager.

Subject to the terms and conditions hereof, the Manager shall use its reasonable efforts to execute any Company order submitted to it hereunder to sell Shares and with respect to which the Manager has agreed to act as sales agent. The Company acknowledges and agrees that

there can be no assurance that the Manager will be successful in selling the Shares,

the Manager will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Manager to use its reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under this Agreement, and

the Manager

shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreement, except as otherwise specifically agreed by the Manager and the Company.

The Company shall not authorize the issuance and sale of, and the Manager shall not sell as sales agent, any Share at a price lower than the minimum price

therefore

designated from time to time by the Company and notified to the Manager in writing. In addition, the Company or the Manager may, upon notice to the other

arty hereto by telephone (confirmed promptly by email or facsimile), suspend an offering of the Shares with respect to which the Manager is acting as sales agent;

provided

however

, that such suspension or termination shall not affect or impair the

arties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice.

The compensation to the Manager for sales of the Shares with respect to which the Manager acts as sales agent hereunder shall be equal to two percent of the gross offering proceeds of the Shares sold pursuant to this Agreement. The Company may sell Shares to the Manager as principal at a price agreed upon at the relevant Time of Sale. Any compensation or commission due and payable to the Manager hereunder with respect to any sale of Shares during a calendar month shall be paid by the Company to the Manager in arrears on the first Trading Day of

the

following calendar month, by wire or internal bank transfer of same day funds to an account designated by the Manager.

Settlement for sales of the Shares pursuant to this Agreement will occur on the third Trading Day (or such earlier day as is industry practice for regular-way trading) following the date on which such sales are made (each such day, a “

Settlement Date

”). On each Settlement Date, the Shares sold through or to the Manager for settlement on such date shall be issued and delivered by the Company to the Manager against payment of the gross proceeds from the sale of such Shares. Settlement for all such Shares shall be effected by free delivery of the Shares by the Company or its transfer agent to the Manager’s or its designee’s account (provided the Manager shall have given the Company written notice of such designee prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the

arties hereto

which in all cases shall be freely tradable, transferable, registered

hares in good deliverable form, in return for payments in same day funds delivered to the account designated by the Company. If the Company, or its transfer agent (if applicable) shall default on its obligation to deliver the Shares on any Settlement Date, the Company shall (A) hold the Manager harmless against any loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company

and (B) pay the Manager any commission, discount or other compensation to which it would otherwise be entitled absent such default.

If acting as sales agent hereunder, the Manager shall provide written confirmation (which may be by facsimile or email) to the Company following the close of trading each day in which the Shares are sold under this Agreement setting forth

the amount of the Shares sold on such day and the gross offering proceeds received from such sale

and

the commission payable by the Company to the Manager with respect to such sales.

At each Time of Sale, Settlement Date and Representation Date, the Company shall be deemed to have affirmed each representation and warranty contained in this Agreement. Any obligation of the Manager to use its reasonable efforts to sell the Shares on behalf of the Company as sales agent shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in this Agreement.

COVENANTS OF THE COMPANY

The Company agrees with the Manager:

To make no amendment or any supplement to the Registration Statement, any Basic Prospectus or the Prospectus after the date of this Agreement and during the period in which a prospectus relating to the Shares is required

to be delivered under the Act

, prior to having furnished the Manager with a copy of the proposed form thereof and given the Manager a reasonable opportunity to review the same (other than any

rospectus

upplement relating to the offering of other

ecurities (including, without limitation, the Common Stock)); to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission

To furnish the Manager with copies of the Registration Statement (excluding

xhibits) and copies of the Prospectus (or the Prospectus as amended or supplemented) in such quantities as the Manager may from time to time reasonably request; and if, after the date of this Agreement and during the period in which a prospectus relating to the Shares is required to be delivered under the Act, either (i) any event shall have occurred as a result of which the Prospectus would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (ii) for any other reason it shall be necessary during such same period to amend or supplement the Prospectus or to file under the Exchange Act any document incorporated by reference into the Prospectus in order to comply with the Act or the Exchange Act, to notify the Manager promptly to suspend solicitation of purchases of the Shares and forthwith upon receipt of such notice, the Manager shall suspend its solicitation of purchases of the Shares and shall cease using the Prospectus

Promptly from time to time to take such action as the Manager may reasonably request in order to qualify the Shares for offering and sale under the securities laws of such states as the Manager may request and to continue such qualifications in effect so long as necessary under such laws for the distribution of the Shares, provided that in connection therewith the Company shall not be required to qualify as a foreign corporation to do business, or to file a general consent to service of process in any jurisdiction, and provided further that the expense of maintaining any such qualification more than one year from the date

of a particular sale of the Shares to be so qualified shall be at the expense of the Manager.

To pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including the cost of all qualifications of the Shares under state securities laws, any costs relating to the listing of the Shares and the cost of printing this Agreement (it being understood that, except as

provided in this subsection

hereof, the Manager will pay all of its own costs and expenses, including the cost of printing any agreement among underwriters, if applicable, the fees of their counsel, transfer taxes on resale of any of Shares by them and any advertising expenses connected with any offers that they may make).

Upon commencement of the offering of the Shares under this Agreement (and upon the recommencement of the offering of the Shares under this Agreement following the termination of a suspension of sales hereunder), and each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than a

rospectus

upplement relating solely to the offering of

ecurities other than the Shares), (ii) there is filed with the Commission any document incorporated by reference into the Prospectus, or (iii) the Shares are delivered to the Manager as principal on a Settlement Date (such commencement date and each such date referred to in (i), (ii) and (iii) above, a “

Representation Date

”), to furnish or cause to be furnished to the Manager forthwith a certificate dated and delivered the date of effectiveness of such amendment, the date of filing with the Commission of such supplement or other document, or the relevant Settlement Date, as the case may be, in form reasonably satisfactory to the Manager to the effect that the statements contained in the certificate which were last furnished to the Manager are true and correct at the time of such amendment, supplement, filing, or delivery, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such

time) or, in lieu of such certificate, a certificate of the same tenor as the certificate, modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificate.

To make available its appropriate officers and to cause such officers to participate in a call with the Manager and its counsel on a monthly basis, or otherwise as the Manager may reasonably request; such call shall be for the purpose of updating the Manager’s due diligence review of the Company in connection with the transactions contemplated hereby.

To reserve and keep available at all times, free of preemptive rights, Shares for the purpose of enabling the Company to satisfy its obligations hereunder.

That it consents to the Manager trading in the Common Stock for the Manager’s own account and for the account of its clients at the same time as sales of the Shares occur pursuant to this Agreement.

That each acceptance by the Company of an offer to purchase the Shares hereunder shall be deemed to be an affirmation to the Manager that the

representations and warranties of the Company contained in or made pursuant to this Agreement are true and correct as of the date of such acceptance as though made at and as of such date, and an undertaking that such representations and warranties will be true and correct as of the Settlement Date for the Shares relating to such acceptance as though made at and as of such date (except that such representations and warranties shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented relating to such Shares).

CONDITIONS OF MANAGER’S OBLIGATIONS

The obligations of the Manager hereunder with respect to any order submitted to the Manager by the Company to sell Shares or any agreement by the Manager to purchase Shares as principal are subject to the condition that (i) the representations and warranties on the part of the Company on the date hereof, and as of any Time of Sale and Settlement Date are true and correct, (ii) the performance by the Company of its obligations hereunder and (iii) the following additional conditions precedent.

No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; the Prospectus, any amendment or supplement thereto and each Permitted Free Writing Prospectus shall have been timely filed with the Commission; and all requests for additional information on the part of the Commission shall have been complied with or otherwise satisfied.

Since the respective dates as of which information is given in the Registration Statement and the Prospectus, there shall not have occurred any material adverse change, or any development involving a prospective material adverse change, in or affecting particularly the business or assets of the Company and its subsidiaries considered as a whole, or any material adverse change in the financial position or results of operations of the Company and its subsidiaries considered as a whole, otherwise than as set forth or contemplated in the Registration Statement and the Prospectus, which in any such case makes it impracticable or inadvisable

in the reasonable judgment of the Manager

to proceed with the public offering, sale, delivery or purchase of the Shares on the terms and in the manner contemplated by this Agreement.

The Company shall furnish to the Manager, at every date specified

under

this Agreement, opinions of Company Counsel, addressed to the Manager,

that are

required to be delivered.

The Company will deliver to the Manager a certificate, dated as of and delivered on each Representation Date, to the effect that (i) the representations and warranties of the Company contained in this Agreement are true and correct on and as of such Representation Date as though made at and as of such Representation Date; (ii) the Company has duly performed, in all material respects, all obligations required to be performed by it pursuant to the terms of this Agreement at or prior to such Representation Date; (iii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose has been initiated

or, to the knowledge of the Company, threatened by the Commission, the Prospectus Supplement and each Permitted Free Writing Prospectus have been timely filed with the Commission under the Act, and all requests for additional information on the part of the Commission have been complied with or otherwise satisfied; (iv) if delivered at a Representation Date that is not also a Settlement Date, as of such Representation Date, or if delivered at a Settlement Date, at the Time of Sale relating to the Shares, the Registration Statement did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and (v) if delivered at a Representation Date that is not also a Settlement Date, as of such Representation Date, or if delivered at a Settlement Date, at the Time of Sale relating to the Shares and at the Settlement Date, the General Disclosure Package does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;

provided

however

, that no such certificate shall apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by the Manager expressly for use therein.

CONFIDENTIALITY

Definition: “Confidential Information” means any proprietary information, technical data, trade secrets or know-how of the

Company

, including, but not limited to, research, business plans or models, product plans, products, services, computer software and code, developments, inventions, processes, formulas, technology, designs, drawings, engineering, customer lists and customers (including, but not limited to, customers of the

Company

on whom

Manager

called or with whom

Manager

became acquainted during the Term of his performance of the Services), markets, finances or other business information disclosed by the

Company

either directly or indirectly in writing, orally or by drawings or inspection of parts or equipment. Confidential Information does not include information which: (a) is known to

the

Manager

at the time of disclosure to

the

Manager

by the

Company

as evidenced by

the

written records of

Manager

, (b) has become publicly known and made generally available through no wrongful act of

the

Manager

, or (c) has been rightfully received by

the

Manager

from a third party who is authorized to make such disclosure.

Non-Use and Non-Disclosure.

The

Manager

shall not, during or subsequent to the Term of this Agreement: (i) use the

Company

’s Confidential Information for any purpose whatsoever other than the performance of the Services on behalf of the

Company

, or (ii) disclose the

Company

’s Confidential Information to any third party. It is understood that said Confidential Information is and will remain the sole property of the

Company

The

Manager

shall take all commercially reasonable precautions to prevent any unauthorized use or disclosure of such Confidential Information.

The

Manager

, his/her servants, agents, and employees shall not use, disseminate or distribute to any person, firm or entity, incorporate, reproduce, modify, reverse engineer, decompile or network any Confidential Information, or any portion thereof, for any purpose, commercial, personal, or otherwise, except as expressly authorized in writing by the Manager then appointed by the

Company

. Upon completion of the Services, or termination of this Agreement, or at any time thereafter,

the

Manager

and his/her servants, agents, and employees shall promptly return to the

Company

, or upon the request of the

Company

shall destroy or delete, all such tangible and intangible Confidential Information, including, but not limited to, any and all devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings blueprints, sketches, materials, equipment, other documents or property, or reproductions of any aforementioned items developed by

the

Manager

pursuant to his/her performance of the Services or otherwise belonging to the

Company

. If requested by

the

Company

, upon the termination or expiration of this Agreement with the

Company

the

Manager

agrees to and shall execute and deliver a termination certification attesting to the performance of the terms and conditions o

f this

ection

; which may be provided by

the

Company

in its sole discretion and timing.

REPRESENTATIONS AND AGREEENTS TO SURVIVE DELIVERY

Any termination of this Agreement shall be effective on the date specified in such notice of termination;

provided

that such termination shall not be effective until the receipt of such notice by the Manager or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of this Agreement.

INDEMNIFICATION

AND CONTRIBUTIONS

The Company will indemnify and hold harmless the Manager against any losses, claims, damages or liabilities, joint or several, to which the Manager may become subject with respect to the Shares, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the General Disclosure Package, the Basic Prospectus, the Prospectus, any Issuer Free Writing Prospectus or any amendment or supplement thereto with respect to the Shares, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Manager for any legal or other expenses reasonably incurred by the Manager in connection with investigating or defending any such action or claim; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any of such documents in reliance upon and in conformity with written information furnished to the Company by the Manager expressly for use therein.

The indemnity

agreement in this subsection

shall be in addition to any liability which the Company may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls the Manager within the meaning of the Act.

The Manager will indemnify and hold harmless the Company against any losses, claims, damages or liabilities to which the Company may become subject with respect to the Shares, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the General Disclosure Package, the Basic Prospectus, the Prospectus or any amendment or supplement thereto with respect to the Shares, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in any of such documents in reliance upon and in conformity with written information furnished to the Company by the Manager expressly for use therein; and will reimburse the Company for any legal fees

or other expenses reasonably incurred by the Company in connection with investigating or defending any such action or claim.

The indemnity a

greement in this subsection

shall be in addition to any liability which the Manager may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company and to each person, if any, who controls the Company within the meaning of the Act.

Promptly after receipt by an indemnified

arty under

this section

above of written notice of the commencement of any action

such indemnified

arty shall, if a claim in respect thereof is to be made against the indemnifying

arty under such subsection, notify the indemnifying

arty in writing of the commencement thereof, and in the event that such indemnified

arty shall not so notify the indemnifying

arty within

[

NUMBER OF

DAYS]

days following receipt of any such notice by such indemnified

arty, the indemnifying

arty shall have no further liability under such subsection to such indemnified

arty unless such indemnifying

arty shall have received other

such

notice addressed and delivered in the manner provided in

this

greement

for

the commencement of such action; but the omission so to notify the indemnifying

arty shall not relieve it from any liability which it may have to any indemnified

arty otherwise than under such subsection. In case any such action shall be brought against any indemnified

arty, and it shall notify the indemnifying

arty of the commencement thereof, the indemnifying

arty shall be entitled to participate therein, and, to the extent that it shall wish, jointly with any other indemnifying

arty similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified

arty in its reasonable judgment, and after notice from the indemnifying

arty to such indemnified

arty of its election so to assume the defense thereof, the indemnifying

arty shall not be liable to such indemnified

arty under such subsection for any legal or other expenses subsequently incurred by such indemnified

arty in connection with the defense thereof

other than reasonable costs of investigation.

If the indemnification provided for in this Section is unavailable to an indemnified

arty under subsections above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying

arty shall contribute to the amount paid or payable by such indemnified

arty as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Manager on the other from the offering of the Shares to which such loss, claim, damage or liability (or action in respect thereof) relates. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law, then each indemnifying

arty shall contribute to such amount paid or payable by such indemnified

arty in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and the Manager on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Manager on the other shall be deemed to be in the same proportion as the total net proceeds from the offering of the Shares pursuant to this Agreement (before deducting expenses) received by the Company bear to the total commissions received by the Manager, in each case as set forth in the Prospectus with respect to the Shares. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the Manager and the

arties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Manager agree that it would not be just and equitable if contribution pursuant to this subsection were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection. The amount paid or payable by an indemnified

arty as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection shall be deemed to include any legal or other expenses reasonably incurred by such indemnified

arty in connection with investigating or defending any such action or claim.

TERMINATION

The Company shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement relating to offers and sales of Shares in its sole discretion at any time. Any such termination shall be without liability

of any

arty to any other

arty.

The Manager shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the offers and sales of Shares in its sole discretion at any time. Any such termination shall be without liability of any

arty to any other

arty except that the provisions of

certain sections

shall remain in full force and effect

notwithstanding such termination.

This

Agreement shall remain in full force and effect unless terminated

in accordance with this section

or otherwise by mutual agreement of the

arties;

provided

that any such termination by mutual agreement shall in all cases be deemed to provide that

certain sections

shall remain in full force and effect

otwithstanding such termination

Any termination of this Agreement shall be effective on the date specified in such notice of termination;

provided

NOTICES

Any notice, request, demand, consent or other communication required or permitted under this Agreement shall be in writing and sent either via email

the email address as provided by the

arties and shall be considered sent when the email is sent to the correct email address of the

arty or shall be given by personal delivery (including courier) by certified mail (confirmed by mail) addressed to the

arty for which it is intended at the address below and shall be deemed to be given on the day of delivery or transmission if within during normal business hours, or, if after business hours, on the next following Business Day, or if mailed by registered or certified mail, on the day which is seven (7) Business Days after such notice is mailed during normal postal conditions. In the event of a postal disruption, any notice mailed will be deemed received on the seventh (7

) Business Day following resumption of regular postal service:

If to the

Manager

: ___________________

If to the

Company

:___________________

Either

arty may change its address/email address for notices and other communications upon notice to the other

arty in the manner aforesaid.

FORCE MAJEURE

The

Parties are

not liable for any failure to perform due to causes beyond

their

reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.

AMENDMENT OF AGREEMENT

This Agreement may be amended by, and only by, a written resolution setting forth in detail

the amendment

and signed by

all

the

arties.

PARTIES AT INTEREST

The Agreement herein set forth has been made solely for the benefit of the Manager an

d the Company and

the controlling persons, directors and officers referred to in such section, and their respective successors, assigns, heirs, personal representatives and executors and administrators. No other person, partnership, association or corporation (including a purchaser, as such purchaser, from the Manager) shall acquire or have any right under or by virtue of this Agreement.

NO FIDUCIARY RELATIONSHIP

The Company hereby acknowledges that the Manager is acting solely as sales agent and/or principal in connection with the purchase and sale of the Company’s

ecurities. The Company acknowledges and agrees that the Manager is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of any Shares contemplated hereby (including in connection with determining the terms of the offering)

and not as a financial advisor or a fiduciary to the Company or any other person.

Additionally, the Manager is not advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Manager has advised or is advising the Company on other matters).

The Manager advises that the Manager and its affiliates are engaged in a broad range of securities and financial services and that it or its affiliates may enter into contractual relationships with purchasers or potential purchasers of the Company’s

ecurities and that some of these services or relationships may involve interests that differ from those of the Company and need not be disclosed to the Company, unless otherwise required by law.

The Company has consulted with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Manager shall have no responsibility or liability to the Company or any other person with respect thereto.

Any review by the Manager of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Manager and shall not be on behalf of the Company. The Company waives, to the fullest extent permitted by law, any claims it may have against the Manager for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Manager shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

WAIVER

The failure by either Party to exercise any right, power or privilege under the terms of this Agreement will not be construed as a waiver of any subsequent or further exercise of that right, power or privilege or the exercise of any other right, power or privilege.

SEVERABILITY

In the event that any provision of this Agreement is deemed invalid or unenforceable, in whole or in part, that part shall be severed from the remainder of the Agreement and all other provisions should continue in full force and effect as valid and enforceable.

ALTERNATIVE DISPUTE RESOLUTION

The Parties to this

greement agree to attempt in good faith to resolve any conflicts

disputes, or claims arising out of this Agreement by negotiation. If applicable, Parties agree to consider the utilization of Alternative Dispute Resolution (ADR) procedures in situations concerning disputes between the Parties.

LEGAL AND BINDING AGREEMENT

This Agreement is legal and binding between the Parties as stated above. This Agreement may be entered into and is legal and binding in [

STATE/PROVINCE

]. The Parties each represent that they have the authority to enter into this Agreement.

MISCELLANEOUS

Termination of this

greement for any cause whatsoever shall not release a

arty from any liability which, at the time of termination, has already accrued to the other

arty or which may thereafter accrue in respect of any act or omission prior to such termination.

Article headings are inserted for convenience of reference only and shall not be deemed to affect the interpretation of this

greement or of any clause.

Each

arty shall co-operate with the other and execute and deliver to the other such instruments and documents and take such other actions as may be reasonably requested from time to time in order to carry out, give effect to and confirm their rights and the intended purpose of this

greement.

The division of this Agreement into articles and sections is for convenience of reference only and shall not affect the interpretation or construction of this Agreement. The words “hereof

” “herein

” “hereunder” and similar expressions used in any section of this Agreement relate to the whole of this Agreement (including any schedules attached hereto) and not to that section only, unless otherwise expressly provided for or the context clearly indicates to the contrary. Words importing the singular number only will include the plural and vice versa

and words importing the masculine gender will include the feminine and neuter genders and vice versa. The words “including” will mean “including without limitation

”

LANGUAGE AND GOVERNING

LAW

This Agreement shall be governed by and construed and enforced in accordance with the laws of the [

tate

rovince

] of [STATE/PROVINCE], which law shall prevail in the event of any conflict of the

arties.

The

arties hereto acknowledge that they requested that this Agreement and all related documents be drafted in English, that any notice to be given hereunder be given in English, and that any proceedings between the

arties relating to this Agreement be drafted in English.

ENTIRE AGREEMENT

This

greement

along with all the Exhibits

constitutes the entire understanding and agreement of the

arties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the

arties. This Agreement may be executed in identical duplicate counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument. The delivery by email transmission of an executed counterpart will be deemed to be valid execution and delivery of this Agreement

and each

arty hereto undertakes to provide each other

arty hereto with a copy of the Agreement bearing original signatures as soon as possible after delivery of the email copy.

IN WITNESS WHEREOF, the Parties have executed this Agreement on [DATE].

COMPANY MANAGER

Authorized Signature Authorized Signature

Print Name and Title Print Name and Title

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Equity Distribution Agreement