Common use of Compensation of the Underwriters Clause in Contracts

Compensation of the Underwriters. (1) In consideration of the Underwriters services to be rendered in connection with the Offering, the Company shall, at the Closing Time or applicable Over-Allotment Closing Time, as the case may be: (i) pay to the Underwriters a cash fee (the "Underwriting Fee") equal to 6.0% of the aggregate gross cash proceeds received from the sale of the Offered Securities; and (ii) issue to the Underwriters that number of compensation warrants (the "Compensation Warrants") as is equal to 6.0% of the number of Offered Securities sold pursuant to the Offering. Each Compensation Warrant shall entitle the Underwriters to purchase one Common Shares (each a "Compensation Warrant Share", together with the Compensation Warrants, the "Compensation Securities") at the Offering Price at any time on or before the date which is 24 months after the Closing Date or applicable Over-Allotment Closing Date. For avoidance of doubt, the Underwriting Fee with respect to the Over-Allotment Option is only payable on aggregate gross cash proceeds received from the sale of additional whole Units, and not the individual components thereof that do not comprise additional whole Units under the Over-Allotment Option. (2) The Underwriters acknowledge and agree that the Compensation Securities have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States. In connection with the issuance of the Compensation Securities, each Underwriter represents, warrants, and covenants that it is acquiring the Compensation Securities as principal for its own account and not for the benefit of any other person. Each Underwriter represents, warrants, and covenants that (i) it is not a U.S. Person and is not acquiring the Compensation Securities in the United States, or on behalf of a U.S. Person or a person located in the United States; and (ii) this Agreement was executed and delivered outside the United States. Each Underwriter acknowledges and agrees that the Compensation Warrants may not be exercised for the account or benefit of a U.S. Person or a person in the United States, unless such exercise is not subject to registration under the U.S. Securities Act and the applicable securities laws of any state of the United States (and provided that the Underwriter has a delivered an opinion to the Company in form satisfactory to the Company confirming same). Each Underwriter agrees that it will not offer or sell any Compensation Securities in the United States or to U.S. Persons unless in compliance with an exemption from the registration requirements of the U.S. Securities Act and any applicable state securities laws (and provided that the Underwriter has a delivered an opinion to the Company in form satisfactory to the Company confirming same).

Compensation of the Underwriters. (1) In consideration of the Underwriters services to be rendered by the Underwriters in connection with the Offering, the Company shallCorporation shall pay to the Lead Underwriter, on behalf of the Underwriters, at the Closing Time or applicable Over-Allotment Closing Time, as the case may be: (i) pay to the Underwriters a cash fee (the "Underwriting Fee"“Commission”) equal to 6.07.0% of the aggregate gross cash proceeds received from the sale of the Offered Securities; and Offering (ii) including for certainty on any exercise of the Over-Allotment Option), subject to a reduced fee of 3.5% for up to $2,000,000 of the Units sold by the Underwriters to certain purchasers designated by the Corporation on the President’s list (the “President’s List”). The Corporation shall also issue to the Underwriters that number of compensation warrants options (the "“Compensation Warrants"Options”) as is equal to 6.07.0% of the aggregate number of Offered Securities Units sold pursuant to the OfferingOffering (including for certainty on any exercise of the Over-Allotment Option), subject to a reduced number of Compensation Options equal to 3.5% for up to $2,000,000 of the Units sold by the Underwriters to President’s List purchasers. Each Compensation Warrant Option shall entitle the Underwriters holder thereof to purchase acquire one Common Shares Subordinated Voting Share (each a "“Compensation Warrant Share", together with the Compensation Warrants, the "Compensation Securities"”) at the Offering Price at any time on or before for a period of 36 months following the date which is 24 months after the Closing Date or applicable Over-Allotment Closing Date. For avoidance of doubtAs additional consideration for the services to be rendered by the Underwriters in connection with the Offering, the Underwriting Fee with respect Corporation agrees to pay to the Over-Allotment Underwriters a work fee (the “Work Fee”) equal to $100,000 and to issue to the Underwriters 90,000 work fee options (the “Work Fee Options”). Each Work Fee Option is only payable on aggregate gross cash proceeds received from shall entitle the sale holder thereof to acquire one Subordinated Voting Share (a “Work Fee Share”) at the Offering Price for a period of additional whole Units, 36 months following the Closing Date. The obligation of the Corporation to pay the Commission and not the individual components thereof that do not comprise additional whole Units under the Over-Allotment Option. (2) The Underwriters acknowledge Work Fee and agree that to execute and deliver the Compensation Securities have not been Option Certificates and the Work Fee Certificates shall arise at the Closing Time and the Commission and the Work Fee will not be registered under the U.S. Securities Act or the securities laws of any state netted out of the United Statesgross proceeds of the Offering. In connection with the issuance of the Compensation SecuritiesOptions, each Underwriter represents, warrants, represents and covenants warrants that it is acquiring outside the Compensation Securities as principal for its own account United States and not for the benefit of any other person. Each Underwriter represents, warrants, and covenants that (i) it is not a U.S. Person and is not acquiring the Compensation Securities in the United States, or on behalf of a U.S. Person or a person located in the United States; and (ii) this Agreement was executed and delivered outside the United States. Each Underwriter acknowledges and agrees that the Compensation Warrants may not be exercised acting for the account or benefit of a U.S. Person or a person in Person; it did not receive an offer to acquire the Compensation Options from within the United States; it did not execute this Agreement or otherwise place its order to acquire the Compensation Options from within the United States; and it understands that the Compensation Options may be exercised only in transactions exempt from, unless such exercise is or not subject to registration under the U.S. Securities Act and the applicable securities laws of any state of the United States (and provided that the Underwriter has a delivered an opinion to the Company in form satisfactory to the Company confirming same). Each Underwriter agrees that it will not offer or sell any Compensation Securities in the United States or to U.S. Persons unless in compliance with an exemption from the registration requirements of the U.S. Securities Act and or any applicable state securities laws (and provided that the Underwriter has a delivered an opinion to the Company in form satisfactory to the Company confirming same)laws.

Compensation of the Underwriters. (1) In consideration At the Time of the Underwriters services to be rendered in connection with the OfferingClosing, the Company shall, at the Closing Time or applicable Over-Allotment Closing Time, as the case may be: (i) Corporation shall pay to or as directed by the Lead Underwriter on behalf of the Underwriters a cash fee (the "Underwriting Fee"“Commission”) equal to (i) 6.0% of the aggregate gross cash proceeds received from the sale of the Offered Securities; and Securities (ii) issue to the Underwriters that number including for certainty on any exercise of compensation warrants (the "Compensation Warrants") as is equal to 6.0% of the number of Offered Securities sold pursuant to the Offering. Each Compensation Warrant shall entitle the Underwriters to purchase one Common Shares (each a "Compensation Warrant Share", together with the Compensation Warrants, the "Compensation Securities") at the Offering Price at any time on or before the date which is 24 months after the Closing Date or applicable Over-Allotment Closing Date. For avoidance of doubt, the Underwriting Fee with respect to the Over-Allotment Option is only payable on aggregate gross cash Option, but excluding the proceeds received from the sale of additional whole Unitsthe Offered Securities pursuant to President’s List allocations), and not (ii) 2.0% of the individual components thereof that do not comprise additional whole Units under aggregate gross proceeds received from the sale of the Offered Securities (including for certainty on any exercise of the Over-Allotment Option. (2) Option to Canadian residents who are part of the President’s List), and shall issue the Broker Warrants to or as directed by the Lead Underwriter, on behalf of the Underwriters, in consideration of the services to be rendered by the Underwriters in connection with the Offering. The Corporation acknowledged and agrees that the Commission will be netted out of the gross proceeds of the Offering by the Underwriters. The Underwriters acknowledge and agree that none of the Compensation Securities Broker Warrants, the Broker Units, the Broker Unit Shares, the Broker Unit Warrants or the Broker Shares (collectively, the “Broker Securities”) have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States. In connection with the issuance of the Compensation Securities, Broker Securities each Underwriter of the Underwriters represents, warrants, warrants and covenants that (i) it is acquiring the Compensation Broker Securities as principal for its own account and not for the benefit of any other person. Each Underwriter represents, warrants, and covenants that ; (iii) it is not a U.S. Person (as defined in Schedule “B” hereto) and is not acquiring the Compensation Broker Securities in the United States, or on behalf of a U.S. Person or a person located in the United States; and (iiiii) this Agreement was executed and delivered outside the United States. Each Underwriter acknowledges The Underwriters acknowledge and agrees agree that the Compensation Broker Warrants and Broker Unit Warrants may not be exercised in the United States or by or on behalf or for the account or benefit of a U.S. Person or a person in the United States, unless such exercise is not subject to registration under the U.S. Securities Act and or the applicable securities laws of any state of the United States States. The Underwriters agree that they will not engage in any Directed Selling Efforts (as defined in Schedule “B” hereto) with respect to any Broker Securities, and provided that the Underwriter has a delivered an opinion to the Company in form satisfactory to the Company confirming same). Each Underwriter agrees that it will not offer or sell any Compensation Broker Securities in the United States or to U.S. Persons unless in compliance with an exemption or an exclusion from the registration requirements of the U.S. Securities Act and any applicable state securities laws (and provided that the Underwriter has a delivered an opinion to the Company in form satisfactory to the Company confirming same)laws.

Compensation of the Underwriters. (1) In consideration of the Underwriters services to be rendered by the Underwriters in connection with the Offering, the Company shallCorporation shall pay to the Lead Underwriter, on behalf of the Underwriters, at the Closing Time or applicable Over-Allotment Closing Time, as the case may be: (i) pay to the Underwriters a cash fee (the "Underwriting Fee"“Commission”) equal to 6.07.0% of the aggregate gross cash proceeds received from the sale of the Offered Securities; and Offering (ii) including for certainty on any exercise of the Over-Allotment Option). The Corporation shall also issue to the Underwriters that number of compensation broker warrants (the "“Compensation Warrants"Options”) as is equal to 6.07.0% of the aggregate number of Offered Securities Units sold pursuant to the OfferingOffering (including for certainty on any exercise of the Over-Allotment Option). Each Compensation Warrant Option shall entitle the Underwriters holder thereof to purchase acquire one Common Shares Share (each a "“Compensation Warrant Share", together with the Compensation Warrants, the "Compensation Securities"”) at the Offering Price at any time on or before the date which is for a period of 24 months after following the Closing Date or applicable Over-Allotment Closing Date. For avoidance In addition, in consideration of doubtthe services to be rendered by the Lead Underwriter in connection with the Offering, the Underwriting Fee with respect Corporation agrees to pay to the OverLead Underwriter a corporate finance fee (the “Work Fee”) equal to $150,000 which may be paid in cash or in units (the “Work Fee Units”) at the Offering Price. Each Work Fee Unit shall be comprised of one Common Share (a “Work Fee Share”) and one-Allotment Option is only payable on aggregate gross cash proceeds received from half of one Common Share purchase warrant (each whole Common Share purchase warrant, a “Work Fee Warrant”). Each Work Fee Warrant shall entitle the sale holder thereof to acquire one Common Share (a “Work Fee Warrant Share”) at an exercise price of additional whole Units, $0.45 until the Expiry Date. The obligation of the Corporation to pay the Commission and not the individual components thereof that do not comprise additional whole Units under the Over-Allotment Option. (2) The Underwriters acknowledge to execute and agree that deliver the Compensation Securities have not been Option Certificates and either pay the Work Fee or issue and deliver the Work Fee Units shall arise at the Closing Time and the Commission and the Work Fee, if applicable, will not be registered under the U.S. Securities Act or the securities laws of any state netted out of the United Statesgross proceeds of the Offering. In connection with the issuance of the Compensation SecuritiesOptions, each Underwriter represents, warrants, represents and covenants warrants that it is acquiring outside the Compensation Securities as principal for its own account United States and not for the benefit of any other person. Each Underwriter represents, warrants, and covenants that (i) it is not a U.S. Person and is not acquiring the Compensation Securities in the United States, or on behalf of a U.S. Person or a person located in the United States; and (ii) this Agreement was executed and delivered outside the United States. Each Underwriter acknowledges and agrees that the Compensation Warrants may not be exercised acting for the account or benefit of a U.S. Person or a person in Person; it did not receive an offer to acquire the Compensation Options from within the United States; it did not execute this Agreement or otherwise place its order to acquire the Compensation Options from within the United States; and it understands that the Compensation Options may be exercised only in transactions exempt from, unless such exercise is or not subject to registration under the U.S. Securities Act and the applicable securities laws of any state of the United States (and provided that the Underwriter has a delivered an opinion to the Company in form satisfactory to the Company confirming same). Each Underwriter agrees that it will not offer or sell any Compensation Securities in the United States or to U.S. Persons unless in compliance with an exemption from the registration requirements of the U.S. Securities Act and or any applicable state securities laws (laws. In connection with the issuance of the Work Fee Units, the Lead Underwriter represents and provided warrants that it is outside the United States and not a U.S. Person or acting for the account or benefit of a U.S. Person; it did not receive an offer to acquire the Work Fee Units from within the United States; it did not execute this Agreement or otherwise place its order to acquire the Work Fee Units from within the United States; and it understands that the Underwriter has a delivered an opinion Work Fee Units may be exercised only in transactions exempt from, or not subject to the Company in form satisfactory to registration requirements of the Company confirming same)U.S. Securities Act or any applicable state securities laws.

Compensation of the Underwriters. (1) ‌ In consideration of the Underwriters services to be rendered by the Underwriters in connection with the Offering, the Company shallCorporation shall pay to the Underwriters, at the Closing Time or applicable Over-Allotment Closing Time, as the case may be: (i) pay to the Underwriters a cash fee (the "Underwriting Fee"“Commission”) equal to 6.0% of the aggregate gross cash proceeds received from the sale of the Offered Securities; and Offering (ii) including for certainty on any exercise of the Over- Allotment Option). The Corporation shall also issue to the Underwriters that number of compensation warrants options (the "“Compensation Warrants"Options”) as is equal to 6.0% of the aggregate number of Offered Securities Units sold pursuant to the OfferingOffering (including for certainty on any exercise of the Over-Allotment Option). Each Compensation Option will entitle the holder thereof to acquire one unit of the Corporation at the Offering Price for a period of 24 months following the Closing Date, with each unit comprised of one Common Share (each, a “Compensation Share”) and one Warrant (each, a “Compensation Warrant”). Each Compensation Warrant shall entitle the Underwriters holder thereof to purchase acquire one Common Shares Share (each a "“Compensation Warrant Share"”) at an exercise price of $0.75 until the Expiry Date. The obligation of the Corporation to pay the Commission and to execute and deliver the Compensation Option Certificates shall arise at the Closing Time. If for any reason, together the Compensation Options are unavailable or unable to be issued on the terms described herein, the Corporation will pay to the Underwriters such other compensation of comparable value as may be agreed with the Compensation WarrantsUnderwriters, the "Compensation Securities") at the Offering Price at any time on or before the date which is 24 months after the Closing Date or applicable Over-Allotment Closing Dateeach acting reasonably. For avoidance of doubt, the Underwriting Fee with respect to the Over-Allotment Option is only payable on aggregate gross cash proceeds received from the sale of additional whole Units, and not the individual components thereof that do not comprise additional whole Units under the Over-Allotment Option. (2) The Underwriters acknowledge and agree that none of the Compensation Securities have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States. In connection with the issuance of the Compensation Securities, each Underwriter of the Underwriters represents, warrants, warrants and covenants that (i) it is acquiring the Compensation Securities as principal for its own account and not for the benefit of any other person. Each Underwriter represents, warrants, and covenants that ; (iii) it is not a U.S. Person and is not acquiring the Compensation Securities in the United States, or on behalf of a U.S. Person or a person located in the United States; and (iiiii) this Agreement was executed and delivered outside the United States. Each Underwriter acknowledges The Underwriters acknowledge and agrees agree that the Compensation Options and Compensation Warrants may not be exercised in the United States or by or on behalf or for the account or benefit of a U.S. Person or a person in the United States, unless such exercise is not subject to registration under the U.S. Securities Act and or the applicable securities laws of any state of the United States (States. The Underwriters agree that they will not engage in any Directed Selling Efforts with respect to any Compensation Securities and provided that the Underwriter has a delivered an opinion to the Company in form satisfactory to the Company confirming same). Each Underwriter agrees that it will not offer or sell any Compensation Securities in the United States or to U.S. Persons unless in compliance with an exemption or an exclusion from the registration requirements of the U.S. Securities Act and any applicable state securities laws (and provided that the Underwriter has a delivered an opinion to the Company in form satisfactory to the Company confirming same)laws.

Compensation of the Underwriters. (1) In consideration of the Underwriters for their services to be rendered in connection with the Offeringhereunder, the Company shall, at the Closing Time or applicable Over-Allotment Closing Time, as the case may be: (i) agrees to pay to the Underwriters a (i) at or prior to the Closing Time on the Closing Date; and (ii) at or prior to the Option Closing Time on each Option Closing Date, an aggregate cash fee (collectively, the "“Underwriting Fee"”) equal to 6.0% of the aggregate gross cash proceeds received from the sale of the Offered SecuritiesSecurities (including, for greater certainty, any Additional Units, Additional Shares and/or Additional Warrants issued and sold upon exercise of the Over-Allotment Option) in consideration of the services to be rendered by the Underwriters in connection with the Offering; provided that the Underwriting Fee shall be reduced to 3% of the aggregate gross cash proceeds received from the sale of the Offered Securities to purchasers on the President’s List. The Underwriting Fee shall be fully earned by the Underwriters at each of the times referred to in (i) and (ii). The foregoing Underwriting Fee may, at the sole option of the Underwriters, be deducted from the aggregate gross proceeds of the sale of the Offered Securities and withheld for the account of the Underwriters. The Company also agrees to pay the Underwriters’ expenses as set forth in Section 15 hereof. As additional consideration, the Company shall issue to the Underwriters (i) at or prior to the Closing Time on the Closing Date; and (ii) issue at or prior to the Underwriters that Option Closing Time of each Option Closing Date such number of compensation warrants options (the "each a “Compensation Warrants"Option”) as is equal to 6.0% of the aggregate number of Offered Securities Units sold pursuant in the Offering (including, for greater certainty, any Additional Units and/or Additional Shares sold upon exercise of the Over-Allotment Option); provided that the number of Compensation Options shall be reduced to 3% in respect of the number of Units sold to purchasers on the President’s List. Each Compensation Option shall entitle the holder thereof to purchase one Unit, consisting of one Subordinate Voting Share (each a “Compensation Share”) and one-half of one Subordinate Voting Share purchase warrant (each whole warrant, a “Compensation Warrant”) at a price equal to the OfferingIssue Price until the date that is twelve (12) months following the Closing Date. Each Compensation Warrant shall entitle the Underwriters holder thereof to purchase one Common Shares Subordinate Voting Share (each a "“Compensation Warrant Share", together with the Compensation Warrants, the "Compensation Securities"”) at an exercise price equal to the Offering Warrant Exercise Price at any time on or before for a period of thirty-six (36) months following the date which is 24 months after the Closing Date or applicable Over-Allotment Closing Date. For avoidance of doubtThe Compensation Options will contain anti-dilution provisions comparable to those set out in the Warrant Indenture, the Underwriting Fee with respect to the Over-Allotment Option is only payable on aggregate gross cash proceeds received from the sale terms of additional whole Units, and not the individual components thereof that do not comprise additional whole Units under the Over-Allotment Option. (2) The Underwriters acknowledge and agree that which shall be set out in the Compensation Securities have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States. In connection with the issuance of the Compensation Securities, each Underwriter represents, warrants, and covenants that it is acquiring the Compensation Securities as principal for its own account and not for the benefit of any other person. Each Underwriter represents, warrants, and covenants that (i) it is not a U.S. Person and is not acquiring the Compensation Securities in the United States, or on behalf of a U.S. Person or a person located in the United States; and (ii) this Agreement was executed and delivered outside the United States. Each Underwriter acknowledges and agrees that the Compensation Warrants may not be exercised for the account or benefit of a U.S. Person or a person in the United States, unless such exercise is not subject to registration under the U.S. Securities Act and the applicable securities laws of any state of the United States (and provided that the Underwriter has a delivered an opinion to the Company in form satisfactory to the Company confirming same). Each Underwriter agrees that it will not offer or sell any Compensation Securities in the United States or to U.S. Persons unless in compliance with an exemption from the registration requirements of the U.S. Securities Act and any applicable state securities laws (and provided that the Underwriter has a delivered an opinion to the Company in form satisfactory to the Company confirming same)Option Certificate.