Common use of Compensation of the Underwriters Clause in Contracts

Compensation of the Underwriters. In consideration for their services hereunder, the Company agrees to pay to the Underwriters (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 Securities (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) at or prior to the Option Closing Time of each Option Closing Date such number of compensation options (each a “Compensation Option”) as is equal to 6.0% of the aggregate number of Units sold 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 Issue Price until the date that is twelve (12) months following the Closing Date. Each Compensation Warrant shall entitle the holder thereof to purchase one Subordinate Voting Share (each a “Compensation Warrant Share”) at an exercise price equal to the Warrant Exercise Price for a period of thirty-six (36) months following the Closing Date. The Compensation Options will contain anti-dilution provisions comparable to those set out in the Warrant Indenture, the terms of which shall be set out in the Compensation Option Certificate.

Compensation of the Underwriters. In consideration for their services hereunder, the Company agrees to pay to the Underwriters (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 Securities (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 Corporation shall be reduced pay to 3% of the aggregate gross cash proceeds received from the sale of the Offered Securities to purchasers Lead Underwriter, 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 behalf of the Underwriters, be deducted from at the Closing Time, a cash fee (the “Commission”) equal to 7.0% of the aggregate gross proceeds of the sale Offering (including for certainty on any exercise of the Offered Securities and withheld for the account of the UnderwritersOver-Allotment Option). The Company Corporation shall 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) at or prior to the Option Closing Time of each Option Closing Date such that number of compensation options broker warrants (each a the “Compensation OptionOptions”) as is equal to 6.07.0% of the aggregate number of Units sold in pursuant to the Offering (including, including for greater certainty, certainty on 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 acquire one Unit, consisting of one Subordinate Voting Common Share (each a “Compensation Share”) at the Offering Price for a period of 24 months following the Closing Date. In addition, in consideration of the services to be rendered by the Lead Underwriter in connection with the Offering, the Corporation agrees to pay to the Lead 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-half of one Subordinate Voting Common Share purchase warrant (each whole Common Share purchase warrant, a “Compensation Work Fee Warrant”) at a price equal to the Issue Price until the date that is twelve (12) months following the Closing Date). Each Compensation Work Fee Warrant shall entitle the holder thereof to purchase acquire one Subordinate Voting Common Share (each a “Compensation Work Fee Warrant Share”) at an exercise price equal to of $0.45 until the Warrant Exercise Price for a period of thirty-six (36) months following the Closing Expiry Date. The Compensation Options will contain anti-dilution provisions comparable obligation of the Corporation to those set out in pay the Warrant Indenture, the terms of which shall be set out in Commission and to execute and deliver the Compensation Option CertificateCertificates 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 be netted out of the gross proceeds of the Offering. In connection with the issuance of the Compensation Options, each Underwriter represents and 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 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, or not subject to the registration requirements of the U.S. Securities Act or any applicable state securities laws. In connection with the issuance of the Work Fee Units, the Lead Underwriter represents and 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 Work Fee Units may be exercised only in transactions exempt from, or not subject to the registration requirements of the U.S. Securities Act or any applicable state securities laws.

Compensation of the Underwriters. In consideration for their services hereunder, the Company agrees to pay to the Underwriters (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 Securities (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 Corporation shall be reduced pay to 3% of the aggregate gross cash proceeds received from the sale of the Offered Securities to purchasers Lead Underwriter, 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 behalf of the Underwriters, be deducted from at the Closing Time, a cash fee (the “Commission”) equal to 7.0% of the aggregate gross proceeds of the sale Offering (including for certainty on any exercise of the Offered Securities and withheld Over-Allotment Option), subject to a reduced fee of 3.5% for the account up to $2,000,000 of the UnderwritersUnits sold by the Underwriters to certain purchasers designated by the Corporation on the President’s list (the “President’s List”). The Company Corporation shall 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) at or prior to the Option Closing Time of each Option Closing Date such that number of compensation options (each a the “Compensation OptionOptions”) as is equal to 6.07.0% of the aggregate number of Units sold in pursuant to the Offering (including, including for greater certainty, certainty on any Additional Units and/or Additional Shares sold upon exercise of the Over-Allotment Option); provided that the , subject to a reduced number of Compensation Options shall be reduced equal to 33.5% in respect for up to $2,000,000 of the number of Units sold by the Underwriters to purchasers on the President’s ListList purchasers. Each Compensation Option shall entitle the holder thereof to purchase acquire one Unit, consisting of one Subordinate Subordinated Voting Share (each a “Compensation Share”) and one-half at the Offering Price for a period of one Subordinate Voting Share purchase warrant (each whole warrant, a “Compensation Warrant”) at a price equal to the Issue Price until the date that is twelve (12) 36 months following the Closing Date. As additional consideration for the services to be rendered by the Underwriters in connection with the Offering, the Corporation agrees to pay to the 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 Compensation Warrant Work Fee Option shall entitle the holder thereof to purchase acquire one Subordinate Subordinated Voting Share (each a “Compensation Warrant Work Fee Share”) at an exercise price equal to the Warrant Exercise Offering Price for a period of thirty-six (36) 36 months following the Closing Date. The Compensation Options will contain anti-dilution provisions comparable obligation of the Corporation to those set out in pay the Warrant Indenture, Commission and the terms of which shall be set out in Work Fee and to execute and deliver the Compensation Option CertificateCertificates and the Work Fee Certificates shall arise at the Closing Time and the Commission and the Work Fee will be netted out of the gross proceeds of the Offering. In connection with the issuance of the Compensation Options, each Underwriter represents and 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 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, or not subject to the registration requirements of the U.S. Securities Act or any applicable state securities laws.

Compensation of the Underwriters. ‌ In consideration for their services hereunder, the Company agrees to pay to the Underwriters (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 Securities (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 Corporation shall be reduced pay 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 mayUnderwriters, at the sole option Closing Time, a cash fee (the “Commission”) equal to 6.0% of the Underwriters, be deducted from the aggregate gross proceeds of the sale Offering (including for certainty on any exercise of the Offered Securities and withheld for the account of the UnderwritersOver- Allotment Option). The Company Corporation shall 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) at or prior to the Option Closing Time of each Option Closing Date such that number of compensation options (each a the “Compensation OptionOptions”) as is equal to 6.0% of the aggregate number of Offered Units sold in pursuant to the Offering (including, including for greater certainty, certainty on 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 will entitle the holder thereof to purchase acquire one Unitunit of the Corporation at the Offering Price for a period of 24 months following the Closing Date, consisting with each unit comprised of one Subordinate Voting Common Share (each each, a “Compensation Share”) and one-half of one Subordinate Voting Share purchase warrant Warrant (each whole warranteach, a “Compensation Warrant”) at a price equal to the Issue Price until the date that is twelve (12) months following the Closing Date). Each Compensation Warrant shall entitle the holder thereof to purchase acquire one Subordinate Voting Common Share (each a “Compensation Warrant Share”) at an exercise price equal to of $0.75 until the Warrant Exercise Price for a period of thirty-six (36) months following the Closing Expiry Date. The Compensation Options will contain anti-dilution provisions comparable obligation of the Corporation to those set out in pay the Warrant Indenture, the terms of which shall be set out in Commission and to execute and deliver the Compensation Option CertificateCertificates shall arise at the Closing Time. If for any reason, 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 Underwriters, each acting reasonably. The Underwriters acknowledge that none of the Compensation Securities have been 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 of the Underwriters represents, 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; (ii) 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 (iii) this Agreement was executed and delivered outside the United States. The Underwriters acknowledge and agree that the Compensation Options and Compensation Warrants may not be exercised in the United States or by or on behalf or for the 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 or the securities laws of any state of the United States. The Underwriters agree that they will not engage in any Directed Selling Efforts with respect to any Compensation Securities and will not offer or sell any Compensation Securities in the United States 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.