PLAN
OF DISTRIBUTION
The Issuers may sell Securities
and the Selling Shareholders may sell Class A Shares to or through underwriters or dealers and may also sell Securities directly
to purchasers or through agents.
The distribution of Securities
of any series may be effected from time to time in one or more transactions at a fixed price or prices. If offered on a non-fixed price
basis, including sales of Class A Shares in transactions that are deemed to be ATM Distributions, the Securities may be offered at
market prices prevailing at the time of sale, at prices related to such prevailing market prices or at prices to be negotiated with purchasers,
in which case the compensation payable to an underwriter, dealer or agent in connection with any such sale will be increased or decreased
by the amount, if any, by which the aggregate price paid for the Securities by the purchasers exceeds or is less than the gross proceeds
paid by the underwriter, dealer or agent to the Issuers and/or the Selling Shareholders. The price at which the Securities will be offered
and sold may vary from purchaser to purchaser and during the period of distribution. No Selling Shareholder may distribute Securities
pursuant to an ATM Distribution.
In connection with the sale
of Securities, underwriters may receive compensation from the Issuers, the Selling Shareholders and/or from purchasers of Securities for
whom they may act as agents in the form of fees, commissions or concessions. Underwriters, dealers and agents that participate in the
distribution of Securities may be deemed to be underwriters and any such compensation received by them from the Issuers and/or the Selling
Shareholders and any profit on the resale of Securities by them may be deemed to be underwriting commissions under the Securities Act.
Any such person that may be deemed to be an underwriter with respect to Securities of any series will be identified in the Prospectus
Supplement relating to such series.
The Prospectus Supplement
relating to each series of Securities will also set forth the terms of the offering of the Securities of such series, including, to the
extent applicable, (i) the names of any underwriters or agents, (ii) the purchase price or prices of the offered Securities,
(iii) the initial offering price, (iv) in the case of offers and sales by the Selling Shareholders, the names of such Selling
Shareholders and the number of and prices at which such Class A Shares are proposed to be sold by them, (v) the proceeds to
the applicable Issuer and/or Selling Shareholder from the sale of the offered Securities, (vi) the underwriting discounts and commissions
and (vii) any discounts, commissions and concessions allowed or reallowed or paid by any underwriter to other dealers.
Under agreements which may
be entered into by the Issuers, the Selling Shareholders, underwriters, dealers and agents who participate in the distribution of Securities
may be entitled to indemnification by the Issuers and/or the Selling Shareholders against certain liabilities, including liabilities under
the Securities Act and Canadian provincial securities legislation, or to contribution with respect to payments which those underwriters,
dealers or agents may be required to make in respect thereof. Those underwriters, dealers and agents may be customers of, engage in transactions
with or perform services for the Issuers or their subsidiaries and/or the Selling Shareholders in the ordinary course of business. Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of
the Issuers, the Issuers have been advised that, in the opinion of the Commission, such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other
than the payment by the Issuers of expenses incurred or paid by a director, officer or controlling person of the Issuers in the successful
defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities
being registered, the Issuers will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
Unless otherwise specified
in a Prospectus Supplement, each series or class of Securities will be a new issue of securities with no established trading market. Unless
otherwise specified in a Prospectus Supplement relating to a series or class of Securities, the Securities will not be listed on any securities
exchange. Certain broker-dealers may make a market in Securities but will not be obligated to do so and may discontinue any market making
at any time without notice. No assurance can be given that any broker-dealer will make a market in the Securities of any series or as
to the liquidity of the trading market for the Securities of any series.
In connection with any offering
of Securities, other than an ATM Distribution, the underwriters or agents may over-allot or effect transactions which stabilize or maintain
the market price of the Securities offered at a level above that which might otherwise prevail in the open market. Such transactions,
if commenced, may be discontinued at any time. No agent of an ATM Distribution, and no person or company acting jointly or in concert
with an agent of an ATM Distribution, may, in connection with the distribution, enter into any transaction that is intended to stabilize
or maintain the market price of the Securities or securities of the same class as the Securities distributed pursuant to the ATM Distribution,
including selling an aggregate number or principal amount of such securities that would result in the agent creating an over-allocation
position in the Securities.
