Common use of Distribution and Certain Obligations of the Underwriters Clause in Contracts

Distribution and Certain Obligations of the Underwriters. (a) Tahoe and Goldcorp agree that the Underwriters will be permitted to appoint other registered dealers (or other dealers duly licenced in their respective jurisdictions) as their agents to assist in the Offering and the offer and sale of the Purchased Shares (each, a “Selling Firm”) and that the Underwriters may determine the remuneration payable to such other dealers appointed by them. Such remuneration shall be payable solely by the Underwriters. The Underwriters shall ensure that such other dealers, if any, comply with the terms of this Agreement as applicable to the Underwriters and shall be responsible for the actions of members of any Selling Firm. (b) Each Underwriter covenants, represents and warrants to Tahoe and Goldcorp that it will comply with the Applicable Securities Laws in connection with the Offering and the offer and sale of the Purchased Shares and that any offers or sales of the Purchased Shares in the United States will be conducted through the Underwriters, or one or more affiliates of the Underwriters, duly registered as a broker-dealer in compliance with applicable U.S. Securities Laws and the requirements of FINRA. Except in the Qualifying Jurisdictions and the United States, the Underwriters will not directly or indirectly solicit offers to purchase or sell the Purchased Shares so as to require registration of the offering of the Purchased Shares or the filing of a prospectus under the laws of any jurisdiction. (c) For the purposes of this Agreement, each of the Underwriters shall be entitled to assume that the distribution of the Purchased Shares is qualified under the Canadian Securities Laws in each of the Qualifying Jurisdictions where a receipt or similar document for the Final Prospectus shall have been obtained from the applicable Canadian Securities Regulators. (d) The obligations of the Underwriters under this Agreement are several, and not joint or joint and several. No Underwriter will be liable for any act, omission, default or conduct by any other Underwriter or any Selling Firm appointed by any other Underwriter.

Distribution and Certain Obligations of the Underwriters. (a) Tahoe The Underwriters shall, and Goldcorp agree that shall use commercially reasonable efforts to require any investment dealer (other than the Underwriters) with which the Underwriters will be permitted to appoint other registered dealers (or other dealers duly licenced have a contractual relationship in their respective jurisdictions) as their agents to assist in the Offering and the offer and sale respect of the Purchased Shares distribution of the Offered Debentures (each, a “Selling Firm”) and that the Underwriters may determine the remuneration payable to such other dealers appointed by them. Such remuneration shall be payable solely by the Underwriters. The Underwriters shall ensure that such other dealersagree to, if any, comply with the terms of this Agreement as applicable to the Underwriters and shall be responsible for the actions of members of any Selling Firm. (b) Each Underwriter covenants, represents and warrants to Tahoe and Goldcorp that it will comply with the Applicable Securities Laws in connection with the Offering and the offer and sale distribution of the Purchased Shares Offered Debentures and that shall offer the Offered Debentures for sale to Subscribers directly and through Selling Firms upon the terms and conditions set out in this Agreement. The Underwriters shall, and shall use commercially reasonable efforts to require any offers Selling Firm to agree to, sell the Offered Debentures only in those jurisdictions where they may be lawfully offered for sale or sales sold and shall seek the prior consent of the Purchased Shares in Company, such consent not to be unreasonably withheld, regarding the United States will be conducted through the Underwriters, or one or more affiliates of the Underwriters, duly registered as a broker-dealer in compliance with applicable U.S. Securities Laws and the requirements of FINRA. Except in jurisdictions other than the Qualifying Jurisdictions and the United StatesStates where the Offered Debentures are to be offered and sold. The Underwriters shall be solely responsible for any fees and/or expenses of the Selling Firms. (b) The Underwriters shall, acting through their U.S. Affiliates, offer and sell the Offered Debentures in the United States to, or for the account or benefit of, U.S. Persons only to Qualified Institutional Buyers or U.S. Accredited Investors on a Substituted Purchaser basis in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Rule 506(b) and/or Section 4(a)(2) of the U.S. Securities Act and similar exemptions under applicable U.S. state securities laws, and in each case in accordance with Schedule “A” to this Agreement, provided that no such action on the part of the Underwriters or their U.S. Affiliates shall in any way oblige the Company to register any Offered Debentures under the U.S. Securities Act or the securities laws of any state of the United States. The Underwriters and the Company acknowledge that Schedule “A” forms part of this Agreement. (c) Each of the Underwriters represents and warrants that it is, and each Selling Firm or other group formed by the Underwriters for the distribution of the Offered Debentures is qualified to act in the jurisdiction in which such member solicits or procures subscriptions for the Offered Debentures and is registered in a category permitted to participate in the distribution of the Offered Debentures as contemplated in this Agreement and has and will comply with Applicable Laws in connection with its involvement in the Offering. (d) The Underwriters hereby covenant and agree to conduct their activities in connection with the sale of the Offered Debentures in compliance with all Applicable Laws including but not limited to Applicable Securities Laws, of the jurisdictions in which they solicit or procure subscriptions for Offered Debentures in connection with the Offering. The Underwriters will not, directly or indirectly indirectly, solicit offers to purchase or sell the Purchased Shares Offered Debentures so as to to: (i) require registration of the offering any of the Purchased Shares Offered Debentures or the a filing of a prospectus prospectus, registration statement, offering memorandum or similar disclosure document with respect to the Offered Debentures under the laws of any jurisdiction. ; (cii) For obligate the purposes Company to take any action to qualify any of this Agreementits securities; (iii) obligate the Company to establish or maintain any office, director or officer in such jurisdiction; (iv) subject the Company to any reporting or other requirement in such jurisdiction except for reports that may be required to be filed in connection with the Offering; or (v) require the Company to execute a general consent to services of process or register to do business in such jurisdiction. The Underwriters will obtain from each Subscriber a completed and executed Subscription Agreement (including, but not limited to, all certifications, forms and other documentation contemplated thereby or as may be required by applicable Securities Commissions and the policies of the Underwriters shall be entitled CSE) in a form acceptable to assume that the distribution of the Purchased Shares is qualified under the Canadian Securities Laws in each of the Qualifying Jurisdictions where a receipt or similar document for the Final Prospectus shall have been obtained from the applicable Canadian Securities Regulators. (d) The obligations of Company and the Underwriters under this Agreement are several, relating to the Offering and not joint or joint and several. No Underwriter will be liable for any act, omission, default or conduct by any other Underwriter or any Selling Firm appointed by any other Underwriterto deliver such completed Subscription Agreements to the Company at least two (2) Business Days in advance of Closing.

Distribution and Certain Obligations of the Underwriters. (a) Tahoe The Underwriters shall, and Goldcorp agree that shall require any investment dealer or broker (other than the Underwriters) with which the Underwriters will be permitted to appoint other registered dealers (or other dealers duly licenced have a contractual relationship in their respective jurisdictions) as their agents to assist in the Offering and the offer and sale respect of the Purchased Shares distribution of the Securities (each, a “Selling Firm”) and that the Underwriters may determine the remuneration payable to such other dealers appointed by them. Such remuneration shall be payable solely by the Underwriters. The Underwriters shall ensure that such other dealers, if anyagree to, comply with the terms of this Agreement as applicable to the Underwriters and shall be responsible for the actions of members of any Selling Firm. (b) Each Underwriter covenants, represents and warrants to Tahoe and Goldcorp that it will comply with the Applicable Securities Laws in connection with the Offering distribution of the Securities and shall offer the Securities for sale to the public directly and through Selling Firms upon the terms and conditions set out in the Final Prospectus and this Agreement. The Underwriters shall, and shall require any Selling Firm to, offer for sale to the public and sell the Securities, or arrange for substituted purchasers to purchase the Securities from the Corporation, only in those jurisdictions where they may be lawfully offered for sale or sold. The Underwriters shall: (i) use all reasonable efforts to complete and cause each Selling Firm to complete the distribution of the Securities as soon as reasonably practicable; (ii) not make any representation or warranty with respect to the Corporation or its securities other than as set forth in the Prospectus or any Supplementary Material; (iii) deliver one copy of the Final Prospectus and any Supplementary Material to each Substituted Purchaser upon the Corporation obtaining the necessary receipt therefor; and (iv) promptly notify the Corporation when, in their opinion, the Underwriters and the offer and sale Selling Firms have ceased distribution of the Purchased Shares Securities and that any offers or sales provide a breakdown of the Purchased Shares number of Securities distributed in each of the United States will be conducted through Qualifying Jurisdictions where such breakdown is required for the Underwriterspurpose of calculating fees payable to the Securities Regulators. (b) The Underwriters shall, and shall require any Selling Firm to agree to, distribute the Securities in a manner which complies with and observes all applicable laws and regulations in each jurisdiction into and from which they may offer to sell the Securities, or one or more affiliates solicit the purchase of the UnderwritersSecurities from the Corporation by Substituted Purchasers, duly registered as a broker-dealer or distribute the Prospectus or any Supplementary Material in compliance connection with applicable U.S. the distribution of the Securities Laws and will not, directly or indirectly, offer, sell or deliver any Securities or deliver or publish the requirements of FINRA. Except Prospectus, any Supplementary Material or any other material to any person in any jurisdiction other than in the Qualifying Jurisdictions and except in a manner which will not require the United StatesCorporation to comply with the registration, prospectus, filing, continuous disclosure or other similar requirements under the applicable securities laws of such other jurisdictions or pay any additional governmental filing fees which relate to such other jurisdictions. Subject to the foregoing, the Underwriters will not directly or indirectly solicit offers and any Selling Firm shall be entitled to purchase or offer and sell the Purchased Shares so as Securities in such other jurisdictions in accordance with any applicable securities and other laws in such jurisdictions in which the Underwriters and/or Selling Firms offer the Securities provided that the Corporation is not required to require registration of the offering of the Purchased Shares or the filing of file a prospectus under or other disclosure document or become subject to continuing obligations in such other jurisdictions, in accordance with the laws provisions of any jurisdictionthis Agreement. (c) For the purposes of this Agreementparagraph 3, each of the Underwriters shall be entitled to assume that the Securities are qualified for distribution of the Purchased Shares is qualified under the Canadian Securities Laws in each of the any Qualifying Jurisdictions Jurisdiction where a receipt or similar document for the Final Prospectus shall have been obtained from the applicable Canadian Securities Regulators. Regulators (dincluding a receipt for the Final Prospectus issued under the Passport System) The obligations following the filing of the Underwriters under this Agreement are several, and not joint or joint and several. No Underwriter will be liable for any act, omission, default or conduct by any other Underwriter or any Selling Firm appointed by any other UnderwriterFinal Prospectus unless otherwise notified in writing.

Distribution and Certain Obligations of the Underwriters. (a) Tahoe The Company and Goldcorp the Selling Shareholders agree that the Underwriters will be permitted to appoint appoint, at their sole expense, other registered dealers (or other dealers duly licenced in their respective jurisdictions) brokers as their agents to assist in the Offering and the offer and sale distribution of the Purchased Shares (each, a “Selling Firm”) and that the Underwriters may determine the remuneration payable to such other dealers appointed by them. Such remuneration shall be payable solely by the UnderwritersSecurities. The Underwriters shall, and shall ensure that require any such dealer or broker, other dealersthan the Underwriters, if anywith which the Underwriters have a contractual relationship in respect of the distribution of the Securities (a "Selling Firm") to, comply with the terms of this Agreement as applicable to the Underwriters Canadian Securities Laws and shall be responsible for the actions of members of any Selling Firm. (b) Each Underwriter covenants, represents and warrants to Tahoe and Goldcorp that it will comply with the Applicable United States Securities Laws in connection with the Offering distribution of the Securities and shall offer the Securities for sale to the public directly and through the Selling Firms upon the terms and conditions (including the offer price) set out in the Final Offering Documents, any Offering Document Amendment and this Agreement. The Underwriters shall, and shall require any Selling Firm to, offer for sale of to the Purchased Shares public and sell the Securities only in those jurisdictions where the Securities may be lawfully offered for sale or sold. (b) The Underwriters shall, and shall require any Selling Firm to agree to, observe and distribute the Securities in a manner that any complies with all applicable laws and regulations (including in connection with offers or and sales of the Purchased Shares in the United States will be conducted through States) in each jurisdiction into and from which they may offer to sell the UnderwritersSecurities or distribute the Final Offering Documents, or one or more affiliates as applicable, in connection with the distribution of the UnderwritersSecurities and will not, duly registered as a broker-dealer in compliance with applicable U.S. and will require any Selling Firm not to, directly or indirectly, offer, sell or deliver any Securities Laws and the requirements of FINRA. Except in the Qualifying Jurisdictions and the United Statesor Final Offering Documents or any other document (including, for greater certainty, the Underwriters Marketing Materials) to any person in any jurisdiction, except in a manner which will not directly require the Company to comply with the registration, prospectus, continuous disclosure, filing or indirectly solicit offers to purchase or sell the Purchased Shares so as to require registration of the offering of the Purchased Shares or the filing of a prospectus other similar requirements under the applicable securities laws of any jurisdictionjurisdictions (other than the Qualifying Jurisdictions). (c) The Company and the Selling Shareholders acknowledge and agree that the Underwriters are acting severally and not jointly (nor jointly and severally) in performing their respective obligations under this Agreement (including obligations under any Schedules to this Agreement) and no Underwriter shall be liable for any act, omission or conduct by any other Underwriter or Selling Firm appointed by any other Underwriter. (d) For the purposes of this AgreementSection 4, each of the Underwriters shall be entitled to assume that the Securities are qualified for distribution of the Purchased Shares is qualified under the Canadian Securities Laws in each of the any Qualifying Jurisdictions Jurisdiction where a receipt or similar document for the Final Prospectus shall have been obtained obtained, or deemed to have been obtained, from the applicable Canadian Securities RegulatorsRegulator following the filing of the Final Prospectus in each of the Qualifying Jurisdictions. (de) The obligations Underwriters will use commercially reasonable efforts to cause the distribution of the Securities to occur in such a manner that the minimum distribution requirements for the initial listing and posting for trading of the Securities on the TSX are satisfied. Upon the request of the Company, the Underwriters under this Agreement are severalwill provide the TSX with a letter setting forth the anticipated distribution of the Offering based upon subscriptions for the Securities received as of the date of such request. (f) Each of Baird and Cowen hereby covenants and agrees with the Company, the Selling Shareholders and the other Underwriters that: (i) it will not joint sell or joint and several. No Underwriter will be liable for offer to sell, nor allow any act, omission, default agent or conduct by any other Underwriter or any Selling Firm appointed acting on behalf of it in connection with the Offering to sell or offer to sell, any of the Securities to any person resident in Canada; (ii) concurrent with the closing of the Offering, it will deliver to the Co-Lead Underwriters, on behalf of the other Underwriters, an "all-sold" certificate confirming that neither it nor any agent or Selling Firm acting on its behalf in connection with the Offering has offered or sold any of the Securities to any person resident in Canada; and (iii) it shall include a statement in the letter or other written notice provided to the purchaser of the Securities sold by any other Underwriterit that it is its understanding that the purchaser is not a resident of Canada nor is the purchaser holding such Securities on behalf of or for the benefit of a person resident in Canada.

Distribution and Certain Obligations of the Underwriters. (a) Tahoe The Underwriters shall, and Goldcorp agree that shall require any investment dealer or broker (other than the Underwriters) with which the Underwriters will be permitted to appoint other registered dealers (or other dealers duly licenced have a relationship in their respective jurisdictions) as their agents to assist in the Offering and the offer and sale respect of the Purchased distribution of the Offered Shares or who are otherwise offered selling group participation by the Underwriters (each, a “Selling Firm”) and that the Underwriters may determine the remuneration payable to such other dealers appointed by them. Such remuneration shall be payable solely by the Underwriters. The Underwriters shall ensure that such other dealers, if anyagree to, comply with the terms of this Agreement as applicable to the Underwriters and shall be responsible for the actions of members of any Selling Firm. (b) Each Underwriter covenants, represents and warrants to Tahoe and Goldcorp that it will comply with the Applicable Securities Laws in connection with the Offering distribution of the Offered Shares and shall offer the Offered Shares for sale to the public directly and through Selling Firms upon the terms and conditions set out in the Final Prospectus and this Agreement. The Underwriters shall, and shall require any Selling Firm to agree to, offer for sale to the public and sell the Offered Shares, or arrange for Substituted Purchasers to purchase the Offered Shares from the Corporation, only in those jurisdictions where they may be lawfully offered for sale or sold. The Underwriters shall: (i) use all commercially reasonable efforts to complete and to cause each Selling Firm to complete the distribution of the Offered Shares as soon as reasonably practicable; and (ii) promptly notify the Corporation when, in their opinion, the Underwriters and the offer and sale Selling Firms have ceased distribution of the Purchased Offered Shares and that any offers or sales provide a breakdown of the Purchased number of Offered Shares distributed in each of the Qualifying Jurisdictions where such breakdown is required for the purpose of calculating fees payable to the Canadian Securities Regulators. (b) The Underwriters shall, and shall require any Selling Firm to agree to, distribute the Offered Shares in a manner which complies with and observes all Securities Laws in each Selling Jurisdiction into and from which they may offer to sell the United States will be conducted through the UnderwritersOffered Shares, or one or more affiliates solicit the purchase of the UnderwritersOffered Shares from the Corporation by Substituted Purchasers, duly registered as a broker-dealer or distribute the Offering Documents in compliance connection with applicable U.S. Securities Laws the distribution of the Offered Shares and will not, directly or indirectly, offer, sell or deliver any Offered Shares or deliver the requirements of FINRA. Except Offering Documents to any Person in any Selling Jurisdiction other than in the Qualifying Jurisdictions and except in a manner which will not require the United StatesCorporation to comply with the registration, prospectus, filing, continuous disclosure or other similar requirements under the applicable Securities Laws of such other Selling Jurisdictions or pay any additional governmental filing fees which relate to such other Selling Jurisdictions (other than in connection with the Offering). Subject to the foregoing, the Underwriters will not directly or indirectly solicit offers and any Selling Firm shall be entitled to purchase or offer and sell the Purchased Offered Shares so as in such other Selling Jurisdictions in accordance with any applicable securities and other laws in such other Selling Jurisdictions in which the Underwriters and/or Selling Firms offer the Offered Shares provided that the Corporation is not required to require registration of the offering of the Purchased Shares or the filing of file a prospectus under or other disclosure document or become subject to continuing obligations in such other jurisdictions, in accordance with the laws provisions of any jurisdictionthis Agreement. (c) For the purposes of this Agreement, each of the The Underwriters shall be entitled to assume that the Offered Shares are qualified for distribution of the Purchased Shares is qualified under the Canadian Securities Laws in each of the any Qualifying Jurisdictions Jurisdiction where a receipt or similar document for the Final Prospectus shall have been obtained from the applicable Canadian Securities RegulatorsRegulators (including a receipt for the Final Prospectus issued under the Passport System) following the filing of the Final Prospectus unless otherwise notified in writing. (d) The obligations Notwithstanding any other provision of the Underwriters under this Agreement are severalAgreement, and not joint or joint and several. No no Underwriter will be liable for to the Corporation with respect to a default, or any act, act or omission, default or conduct as applicable, by any another Underwriter, such other Underwriter Underwriter’s affiliates or any Selling Firm appointed by any such other Underwriter.

Distribution and Certain Obligations of the Underwriters. (a) Tahoe The Underwriters shall, and Goldcorp agree that shall require any investment dealer or broker (other than the Underwriters) with which the Underwriters will be permitted to appoint other registered dealers (or other dealers duly licenced have a contractual relationship in their respective jurisdictions) as their agents to assist in the Offering and the offer and sale respect of the Purchased Shares distribution of the Units or who are otherwise offered selling group participation by the Underwriters (each, a “Selling Firm”) and that the Underwriters may determine the remuneration payable to such other dealers appointed by them. Such remuneration shall be payable solely by the Underwriters. The Underwriters shall ensure that such other dealers, if any, agree to comply with the terms of this Agreement as applicable to the Underwriters and shall be responsible for the actions of members of any Selling Firm. (b) Each Underwriter covenants, represents and warrants to Tahoe and Goldcorp that it will comply with the Applicable Securities Laws in connection with the Offering distribution of the Units and shall offer the Units for sale to the public directly and through Selling Firms upon the terms and conditions set out in the Final Prospectus and this Agreement. The Underwriters shall, and shall require any Selling Firm to, offer for sale to the public and sell the Units, or arrange for substituted purchasers to purchase the Units from the Corporation, only in those jurisdictions where they may be lawfully offered for sale or sold. The Underwriters shall: (i) use all reasonable efforts to complete and cause each Selling Firm to complete the distribution of the Units as soon as reasonably practicable; and (ii) promptly notify the Corporation when, in their opinion, the Underwriters and the offer and sale Selling Firms have ceased distribution of the Purchased Shares Units and that any offers or sales provide a breakdown of the Purchased Shares number of Units distributed in each of the United States will be conducted through Qualifying Jurisdictions where such breakdown is required for the Underwriterspurpose of calculating fees payable to the Securities Regulators. (b) The Underwriters shall, and shall require any Selling Firm to agree to, distribute the Units in a manner which complies with and observes all applicable laws and regulations in each jurisdiction into and from which they may offer to sell the Securities, or one or more affiliates solicit the purchase of the UnderwritersUnits from the Corporation by substituted purchasers, duly registered as a broker-dealer or distribute the Prospectus or any Supplementary Material in compliance connection with applicable U.S. Securities Laws the distribution of the Units and will not, directly or indirectly, offer, sell or deliver any Units or deliver the requirements of FINRA. Except Prospectus or any Supplementary Material to any person in any jurisdiction other than in the Qualifying Jurisdictions and except in a manner which will not require the United StatesCorporation to comply with the registration, prospectus, filing, continuous disclosure or other similar requirements under the applicable securities laws of such other jurisdictions or pay any additional governmental filing fees which relate to such other jurisdictions. Subject to the foregoing, the Underwriters will not directly or indirectly solicit offers and any Selling Firm shall be entitled to purchase or offer and sell the Purchased Shares so as Units in such other jurisdictions in accordance with any applicable securities and other laws in such jurisdictions in which the Underwriters and/or Selling Firms offer the Units provided that the Corporation is not required to require registration of the offering of the Purchased Shares or the filing of file a prospectus under or other disclosure document or become subject to continuing obligations in such other jurisdictions, in accordance with the laws provisions of any jurisdictionthis Agreement. (c) For the purposes of this AgreementSection 3, each of the Underwriters shall be entitled to assume that the Units are qualified for distribution of the Purchased Shares is qualified under the Canadian Securities Laws in each of the any Qualifying Jurisdictions Jurisdiction where a receipt or similar document for the Final Prospectus shall have been obtained from the applicable Canadian Securities Regulators. Regulators (dincluding a receipt for the Final Prospectus issued under the Passport System) The obligations following the filing of the Underwriters under this Agreement are several, and not joint or joint and several. No Underwriter will be liable for any act, omission, default or conduct by any other Underwriter or any Selling Firm appointed by any other UnderwriterFinal Prospectus unless otherwise notified in writing.

Distribution and Certain Obligations of the Underwriters. (a) Tahoe and Goldcorp agree that the Underwriters will be permitted to appoint other registered dealers (or other dealers duly licenced in their respective jurisdictions) as their agents to assist in the Offering and the offer and sale of the Purchased Shares (each, a “Selling Firm”) and that the Underwriters may determine the remuneration payable to such other dealers appointed by them. Such remuneration shall be payable solely by the Underwriters. The Underwriters shall, and shall ensure that such other dealers, if anyrequire any Selling Firm to, comply with the terms of this Agreement as applicable to the Underwriters and shall be responsible for the actions of members of any Selling Firm. (b) Each Underwriter covenants, represents and warrants to Tahoe and Goldcorp that it will comply with the Applicable Canadian Securities Laws in connection with the Offering distribution of the Offered Shares and shall offer the Offered Shares for sale to the public directly and through Selling Firms upon the terms and conditions set out in the Prospectus and this Agreement. The Underwriters shall: (i) use all reasonable efforts to complete and to cause each Selling Firm to complete the distribution of the Offered Shares as soon as reasonably practicable; and (ii) promptly notify the Company when, in their opinion, the Underwriters and the Selling Firms have ceased distribution of the Offered Shares and provide a breakdown of the number of Offered Shares distributed in each of the Qualifying Jurisdictions where such breakdown is required for the purpose of calculating fees payable to the Securities Regulators. (b) The Underwriters shall, and shall require any Selling Firm to, offer for sale and sell the Offered Shares to U.S. Purchasers through its duly-registered U.S. Affiliate, pursuant to applicable exemptions from the registration requirements of and in accordance with the registration and qualification requirements of applicable U.S. Securities Laws. Any offer for sale or sale of the Purchased Offered Shares to U.S. Purchasers will be made solely pursuant to the U.S. Private Placement Memorandum and that in accordance with Schedule “A” attached hereto and the Underwriters shall, and shall require any offers Selling Firm to, comply in respect of any such offer for sale or sales of sale with the Purchased U.S. Private Placement Memorandum and Schedule “A” attached hereto. (c) The Underwriters shall, and shall require any Selling Firm to, offer for sale to the public and sell the Offered Shares only in those jurisdictions where they may be lawfully offered for sale or sold. The Underwriters shall, and shall require any Selling Firm to, distribute the Offered Shares in the United States will be conducted through the Underwriters, or one or more affiliates of the Underwriters, duly registered as a broker-dealer in compliance manner which complies with applicable U.S. and observes all Canadian Securities Laws and all applicable laws and regulations in each jurisdiction into and from which they may offer to sell the requirements Offered Shares or distribute the Offering Documents in connection with the distribution of FINRA. Except the Offered Shares and will not, directly or indirectly, offer, sell or deliver any Offered Shares or deliver the Offering Documents to any person in any jurisdiction other than in the Qualifying Jurisdictions and or the United StatesStates except in a manner which will not require the Company to comply with the registration, prospectus, continuous disclosure or other similar requirements under the applicable Securities Laws of such other jurisdictions. Upon the Company obtaining the necessary receipts therefor from each of the Securities Regulators, the Underwriters will not directly or indirectly solicit offers to purchase or sell the Purchased Shares so as to require registration deliver one copy of the offering Preliminary Prospectus, the Final Prospectus and any Supplementary Material thereto to each of the Purchased Shares or Purchasers in the filing of a prospectus under the laws of any jurisdictionQualifying Jurisdictions. (cd) For the purposes of this AgreementSection 3, each of the Underwriters shall be entitled to assume that the Offered Shares, the Over-Allotment Option and the Broker Warrants are qualified for distribution of the Purchased Shares is qualified under the Canadian Securities Laws in each of the any Qualifying Jurisdictions Jurisdiction where a receipt or similar document for the Preliminary Prospectus and the Final Prospectus shall have been obtained from the applicable Canadian Securities RegulatorsRegulators (including a decision document for the Preliminary Prospectus and the Final Prospectus issued under NP 11- 202) following the filing of the Preliminary Prospectus and the Final Prospectus unless otherwise notified in writing. (de) The obligations Underwriters shall not be required to conduct a suitability review in respect of sales to investors on the President’s List and the Company shall indemnify and save harmless the Underwriters from any and all losses or expenses relating to sales to investors on the President’s List. The Underwriters may in their sole discretion refuse to process any subscription for an investor on the President’s List. The Underwriters will offer and sell Offered Shares to persons mutually agreed upon between the Company and the Co-Lead Underwriters to be listed on the President’s List. The President’s List shall include (i) the name of the Underwriters under this Agreement are severalPurchaser, (ii) the number of Offered Shares to be purchased, and not joint or joint (iii) such information as the Co-Lead Underwriters may require in order to effect the delivery of the Offered Shares and several. No Underwriter will be liable the settlement of the purchase, including the name of the investment dealer being used for any actsettlement purposes, omission, default or conduct by any other Underwriter or any Selling Firm appointed by any other Underwriterthe account number of the Purchaser and the name of the investment advisor responsible for the account.

Distribution and Certain Obligations of the Underwriters. (a) Tahoe 3.1 The Underwriters shall offer the Securities for sale to the public directly and Goldcorp through other duly registered investment dealers and brokers in the Qualifying Jurisdictions and the United States only as permitted by Canadian Securities Laws and United States Securities Laws and upon the terms and conditions set forth in the Prospectuses, the Supplemented Prospectuses and this Agreement. The Underwriters agree that they will not, directly or indirectly, distribute any of the Offering Documents or publish any prospectus, circular, advertisement or other offering material in any jurisdiction other than the Qualifying Jurisdictions, such states of the United States in which the Securities are duly qualified under United States federal and applicable United States state securities laws, or such other jurisdictions as may be mutually agreed upon by the Joint Bookrunners on behalf of the Underwriters and the Corporation. The Underwriters agree that each of the Underwriters that is not registered as a broker-dealer under Section 15 of the Exchange Act, will not offer or sell any Securities in, or to persons who are nationals or residents of, the United States other than through one of its United States registered broker-dealer affiliates or otherwise in compliance with Rule 15a-6 under the Exchange Act. Sales of Securities in the Qualifying Jurisdictions may be made only by or through a dealer appropriately registered under applicable Canadian Securities Laws or in circumstances where an exemption from the Canadian registered dealer requirements is available. 3.2 The Corporation agrees that the Underwriters will be permitted to appoint appoint, at their sole expense, other registered dealers (or other dealers duly licenced in their respective jurisdictions) brokers as their agents to assist in the Offering and the offer and sale distribution of the Purchased Shares Securities. The Underwriters shall, and shall require any such dealer or broker, other than the Underwriters, with which the Underwriters have a contractual relationship in respect of the distribution of the Securities (each, a “Selling Firm”) and that the Underwriters may determine the remuneration payable to such other dealers appointed by them. Such remuneration shall be payable solely by the Underwriters. The Underwriters shall ensure that such other dealers, if anyto, comply with the terms of this Agreement as applicable to the Underwriters and shall be responsible for the actions of members of any Selling Firm. (b) Each Underwriter covenants, represents and warrants to Tahoe and Goldcorp that it will comply with the Applicable Canadian Securities Laws and United States Securities Laws, as applicable, in connection with the Offering distribution of the Securities and shall offer the Securities for sale to the public directly and through Selling Firms upon the terms and conditions (including the offer and sale of the Purchased Shares and that any offers or sales of the Purchased Shares price) set out in the United States will be conducted through Offering Documents and this Agreement. The Underwriters shall, and shall require any Selling Firm to, offer for sale to the Underwriters, or one or more affiliates of the Underwriters, duly registered as a broker-dealer in compliance with applicable U.S. Securities Laws public and the requirements of FINRA. Except in the Qualifying Jurisdictions and the United States, the Underwriters will not directly or indirectly solicit offers to purchase or sell the Purchased Shares so as to require registration of the offering of the Purchased Shares Securities only in those jurisdictions where they may be lawfully offered for sale or the filing of a prospectus under the laws of any sold, provided that such Underwriter or Selling Firm is appropriately registered in such jurisdiction. (c) For 3.3 The Underwriters shall, and shall require any Selling Firm to agree to, observe and distribute the purposes of this Agreement, Securities in a manner that complies with the applicable laws and regulations in each of jurisdiction into and from which they may offer to sell the Underwriters shall be entitled to assume that Securities or distribute the Offering Documents in connection with the distribution of the Purchased Shares is qualified Securities and will not, and will require any Selling Firm not to, directly or indirectly, offer, sell or deliver any Securities or Offering Documents or any other document to any person in any jurisdiction, except in a manner which will not require the Corporation to comply with the registration, prospectus, continuous disclosure, filing or other similar requirements under the Canadian Securities Laws in each applicable securities laws of such jurisdictions (other than the Qualifying Jurisdictions where a receipt or similar document for the Final Prospectus shall have been obtained from the applicable Canadian Securities RegulatorsJurisdictions). (d) The 3.4 Notwithstanding the foregoing, the obligations of the Underwriters under this Agreement Section 3 are several, several and not joint or joint and several. No , and no Underwriter will be liable under this Section 3 for any act, omission, default default, breach or conduct by any other Underwriter or any Selling Firm appointed by any other Underwriter. 3.5 For the purposes of this Section 3, the Underwriters shall be entitled to assume that the Securities are qualified for distribution in any Qualifying Jurisdiction where a Final Passport System Decision Document shall have been obtained from the applicable Canadian Securities Regulator following the filing of the Canadian Prospectus. 3.6 During the distribution of the Securities, the Corporation and the Joint Bookrunners, on behalf of the Underwriters, shall approve in writing, prior to such time marketing materials are provided to potential investors, any marketing materials reasonably requested to be provided by the Underwriters to any potential investor of Securities in the Qualifying Jurisdictions, such marketing materials to comply with Canadian Securities Laws. Unless an exemption from the filing requirement is available under Canadian Securities Laws, the Corporation shall file a template version of such marketing materials with the Canadian Securities Regulators and the SEC as soon as reasonably practicable after such marketing materials are so approved in writing by the Corporation and the Joint Bookrunners, on behalf of the Underwriters, and in any event on or before the day the marketing materials are first provided to any potential investor of Securities, and such filing shall constitute the Underwriters’ authority to use such Marketing Documents in connection with the Offering. Any comparables shall be redacted from the template version in accordance with NI 41-101 prior to filing such template version with the Canadian Securities Regulators and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Canadian Securities Regulators by the Corporation. 3.7 The Corporation, and the Underwriters, on a several basis, covenant and agree: (a) Unless an exemption from the filing requirement is available under Canadian Securities Laws, not to provide any potential investor of Securities with any marketing materials unless a template version of such marketing materials has been filed by the Corporation with the Canadian Securities Regulators on or before the day such marketing materials are first provided to any potential investor of Securities; (b) not to provide any potential investor with any materials or information in relation to the distribution of the Securities or the Corporation other than: (a) such marketing materials that have been approved and (if required) filed in accordance with Section 3.6; (b) the Offering Documents; and (c) any standard term sheets approved in writing by the Corporation and the Joint Bookrunners; and (c) that only marketing materials approved and (if required) filed in accordance with Section 3.6 and any standard term sheets approved in writing by the Corporation and the Joint Bookrunners, shall be provided to potential investors in the Qualifying Jurisdictions, the United States and elsewhere. 3.8 The Underwriters represent and warrant to the Corporation that they have a reasonable expectation that the Offered Shares will be sold primarily in the United States. 3.9 The Underwriters shall, and shall use commercially reasonable efforts to cause any Selling Firm to, after the Closing Time and, if applicable, the Option Closing Time, give prompt written notice to the Corporation when, in the opinion of the Underwriters, they have completed “distribution” (within the meaning given to such term in the Securities Act (Ontario)) of the Purchased Securities or the Additional Securities, as the case may be, including the total proceeds realized in each of the Qualifying Jurisdictions, the United States and any other jurisdiction.

Distribution and Certain Obligations of the Underwriters. Each Underwriter severally, and neither jointly, nor jointly and severally, covenants with the Company, that: (a) Tahoe and Goldcorp agree that the Underwriters will be permitted to appoint other registered dealers (or other dealers duly licenced in their respective jurisdictions) as their agents to assist in the Offering and the offer and sale of the Purchased Shares (each, a “Selling Firm”) and that the Underwriters may determine the remuneration payable to such other dealers appointed by them. Such remuneration shall be payable solely by the Underwriters. The Underwriters shall, and shall ensure that such other dealers, if anyrequire any Selling Firm to, comply with the terms of this Agreement as applicable to the Underwriters and shall be responsible for the actions of members of any Selling Firm. (b) Each Underwriter covenants, represents and warrants to Tahoe and Goldcorp that it will comply with the Applicable Canadian Securities Laws in connection with the Offering distribution of the Offered Securities and shall offer the Offered Securities for sale to the public directly and through Selling Firms upon the terms and conditions set out in the Prospectus and this Agreement. The Underwriters shall: (i) use all reasonable efforts to complete and to cause each Selling Firm to complete the distribution of the Offered Securities as soon as reasonably practicable; and (ii) promptly notify the Company when, in their opinion, the Underwriters and the Selling Firms have ceased distribution of the Offered Securities and provide a breakdown of the number of Offered Securities distributed in each of the Offering Jurisdictions where such breakdown is required for the purpose of calculating fees payable to the applicable Securities Regulators. (b) The Underwriters shall, and shall require any Selling Firm to, offer the Offered Securities for sale by the Company to U.S. Purchasers through its duly-registered U.S. Affiliate, pursuant to applicable exemptions from the registration requirements of and in accordance with the registration and qualification requirements of applicable U.S. Securities Laws. Any offer for sale or sale of the Purchased Shares Offered Securities to U.S. Purchasers will be made solely pursuant to the U.S. Private Placement Memorandum and that in accordance with Schedule "A" attached hereto and the Underwriters shall, and shall require any offers Selling Firm to, comply in respect of any such offer for sale or sales sale with the U.S. Private Placement Memorandum and Schedule "A" attached hereto. (c) The Underwriters shall, and shall require any Selling Firm to, offer for sale to the public and sell the Offered Securities only in those jurisdictions where they may be lawfully offered for sale or sold. The Underwriters shall, and shall require any Selling Firm to, distribute the Offered Securities in a manner which complies with and observes all Canadian Securities Laws and all applicable laws and regulations in each jurisdiction into and from which they may offer to sell the Offered Securities or distribute the Offering Documents in connection with the distribution of the Purchased Shares Offered Securities and will not, directly or indirectly, offer, sell or deliver any Offered Securities or deliver the Offering Documents to any person in any jurisdiction other than in the Offering Jurisdictions or the United States except in a manner which will be conducted through not require the UnderwritersCompany to comply with the registration, prospectus, continuous disclosure or one or more affiliates other similar requirements under the applicable Securities Laws of such other jurisdictions. Following the filing of the Underwriters, duly registered as a broker-dealer in compliance Prospectus Supplement or any applicable Supplementary Material thereto with applicable U.S. the Securities Laws and the requirements of FINRA. Except in the Qualifying Jurisdictions and the United StatesRegulators, the Underwriters will not directly or indirectly solicit offers to purchase or sell the Purchased Shares so as to require registration deliver one copy of the offering Prospectus and if applicable such Supplementary Material to each of the Purchased Shares or Purchasers in the filing of a prospectus under the laws of any jurisdictionOffering Jurisdictions. (cd) For the purposes of this AgreementSection 3, each of the Underwriters shall be entitled to assume that the Offered Securities, the Over-Allotment Option and the Compensation Warrants are qualified for distribution of the Purchased Shares is qualified under the Canadian Securities Laws in each of the Qualifying Offering Jurisdictions where a receipt or similar document for following the Final Prospectus shall have been obtained from the applicable Canadian Securities Regulators. (d) The obligations filing of the Underwriters under this Agreement are several, and not joint or joint and severalProspectus Supplement unless otherwise notified in writing. No Underwriter will shall be liable for any act, omission, to the Company under this Section 3 with respect to a default or conduct by any of the other Underwriter or any Selling Firm appointed by any other UnderwriterUnderwriters.

Distribution and Certain Obligations of the Underwriters. Each Underwriter severally, and neither jointly, nor jointly and severally, covenants with the Company, that: (a) Tahoe and Goldcorp agree that the Underwriters will be permitted to appoint other registered dealers (or other dealers duly licenced in their respective jurisdictions) as their agents to assist in the Offering and the offer and sale of the Purchased Shares (each, a “Selling Firm”) and that the Underwriters may determine the remuneration payable to such other dealers appointed by them. Such remuneration shall be payable solely by the Underwriters. The Underwriters shall, and shall ensure that such other dealers, if anyrequire any Selling Firm to, comply with the terms of this Agreement as applicable to the Underwriters and shall be responsible for the actions of members of any Selling Firm. (b) Each Underwriter covenants, represents and warrants to Tahoe and Goldcorp that it will comply with the Applicable Canadian Securities Laws in connection with the Offering distribution of the Offered Securities and shall offer the Offered Securities for sale to the public directly and through Selling Firms upon the terms and conditions set out in the Prospectus and this Agreement. The Underwriters shall: (i) use all reasonable efforts to complete and to cause each Selling Firm to complete the distribution of the Offered Securities as soon as reasonably practicable; and (ii) promptly notify the Company when, in their opinion, the Underwriters and the Selling Firms have ceased distribution of the Offered Securities and provide a breakdown of the number of Offered Securities distributed in each of the Qualifying Jurisdictions where such breakdown is required for the purpose of calculating fees payable to the Securities Regulators. (b) The Underwriters shall, and shall require any Selling Firm to, offer the Offered Securities for sale by the Company to U.S. Purchasers through its duly-registered U.S. Affiliate, pursuant to applicable exemptions from the registration requirements of and in accordance with the registration and qualification requirements of applicable U.S. Securities Laws. Any offer for sale or sale of the Purchased Shares and that any offers or sales of the Purchased Shares in the United States Offered Securities to U.S. Purchasers will be conducted through made solely pursuant to the UnderwritersU.S. Private Placement Memorandum and in accordance with Schedule "A" attached hereto and the Underwriters shall, and shall require any Selling Firm to, comply in respect of any such offer for sale or one sale with the U.S. Private Placement Memorandum and Schedule "A" attached hereto. (c) The Underwriters shall, and shall require any Selling Firm to, offer for sale to the public and sell the Offered Securities only in those jurisdictions where they may be lawfully offered for sale or more affiliates of sold. The Underwriters shall, and shall require any Selling Firm to, distribute the Underwriters, duly registered as Offered Securities in a broker-dealer in compliance manner which complies with applicable U.S. and observes all Canadian Securities Laws and all applicable laws and regulations in each jurisdiction into and from which they may offer to sell the requirements Offered Securities or distribute the Offering Documents in connection with the distribution of FINRA. Except the Offered Securities and will not, directly or indirectly, offer, sell or deliver any Offered Securities or deliver the Offering Documents to any person in any jurisdiction other than in the Qualifying Jurisdictions and or the United StatesStates except in a manner which will not require the Company to comply with the registration, prospectus, continuous disclosure or other similar requirements under the applicable Securities Laws of such other jurisdictions. Following the filing of the Prospectus Supplement or any applicable Supplementary Material thereto with the Securities Regulators, the Underwriters will not directly or indirectly solicit offers to purchase or sell the Purchased Shares so as to require registration deliver one copy of the offering Prospectus and if applicable such Supplementary Material to each of the Purchased Shares or Purchasers in the filing of a prospectus under the laws of any jurisdictionQualifying Jurisdictions. (cd) For the purposes of this AgreementSection 3, each of the Underwriters shall be entitled to assume that the Offered Securities, the Over-Allotment Option and the Broker Warrants are qualified for distribution of the Purchased Shares is qualified under the Canadian Securities Laws in each of the Qualifying Jurisdictions where a receipt or similar document for following the Final Prospectus shall have been obtained from the applicable Canadian Securities Regulators. (d) The obligations filing of the Underwriters under this Agreement are several, and not joint or joint and severalProspectus Supplement unless otherwise notified in writing. No Underwriter will shall be liable for any act, omission, to the Company under this Section 3 with respect to a default or conduct by any of the other Underwriter or any Selling Firm appointed by any other UnderwriterUnderwriters.

Distribution and Certain Obligations of the Underwriters. (a) Tahoe Each Underwriter covenants with the Company that it will: (i) comply with the Canadian Securities Laws and Goldcorp agree U.S. Securities Laws in connection with the distribution of the Offered Shares and shall offer the Offered Shares for sale to the public upon the terms and conditions set out in the Offering Documents and this Agreement; (ii) offer for sale and sell the Offered Shares only in those jurisdictions where the Offered Shares may be lawfully offered for sale or sold; (iii) observe and offer, sell and distribute the Offered Shares in a manner that complies with all Applicable Laws in each jurisdiction into and from which they may offer to sell the Offered Shares or distribute the Offering Documents in connection with the offer, sale and distribution of the Offered Shares and will not directly or indirectly, offer, sell, solicit offers to purchase or sell, or distribute any Offered Shares or Offering Documents or any other document to any person in any jurisdiction, except in a manner which will not require the Company to comply with the registration, prospectus, continuous disclosure, filing or other similar requirements under the applicable securities laws of any jurisdictions (other than the Qualifying Jurisdictions); and (iv) use its commercially reasonable efforts to complete the distribution of the Offered Shares as promptly as possible after the Closing. (b) The Company agrees that the Underwriters will be permitted to appoint appoint, at their sole expense, other registered dealers or brokers (or other dealers duly licenced in their respective jurisdictionsa “Selling Firm”) as their agents to assist in the Offering and the offer and sale distribution of the Purchased Shares (each, a “Offered Shares. Each Selling Firm”) and that the Underwriters may determine the remuneration payable to such other dealers Firm appointed by them. Such remuneration an Underwriter shall be payable solely by the Underwriters. The Underwriters shall ensure that agree with such other dealers, if any, Underwriter to comply with the terms of this Agreement as applicable to covenants and obligations given by the Underwriters and shall be responsible for the actions of members of any Selling Firm. (b) Each Underwriter covenants, represents and warrants to Tahoe and Goldcorp that it will comply with the Applicable Securities Laws in connection with the Offering and the offer and sale of the Purchased Shares and that any offers or sales of the Purchased Shares in the United States will be conducted Sections 4 through the Underwriters, or one or more affiliates of the Underwriters, duly registered as a broker-dealer in compliance with applicable U.S. Securities Laws and the requirements of FINRA. Except in the Qualifying Jurisdictions and the United States, the Underwriters will not directly or indirectly solicit offers to purchase or sell the Purchased Shares so as to require registration of the offering of the Purchased Shares or the filing of a prospectus under the laws of any jurisdiction6. (c) The Company acknowledges and agrees that the Underwriters are acting severally and not jointly (nor jointly and severally) in performing their respective obligations under this Agreement (including obligations under any Schedules to this Agreement) and no Underwriter shall be liable for any act, omission or conduct by any other Underwriter or Selling Firm appointed by any other Underwriter. (d) For the purposes of this AgreementSection 4, each of the Underwriters shall be entitled to assume that the distribution of the Purchased Offered Shares is qualified under the Canadian Securities Laws in each Qualifying Jurisdiction unless and until such time, if any, following the execution of this Agreement, the Qualifying Jurisdictions where a receipt Underwriters receive written notice to the contrary from Company or similar document for the Final Prospectus shall have been obtained from the applicable Canadian Securities RegulatorsRegulator. (de) The obligations Each of the Underwriters hereby severally, and not jointly, nor jointly and severally, represents and warrants to the Company, that it has good and sufficient right and authority to enter into this Agreement and complete the transactions contemplated under this Agreement are several, on the terms and not joint or joint and several. No Underwriter will be liable for any act, omission, default or conduct by any other Underwriter or any Selling Firm appointed by any other Underwriterconditions set forth herein.

Distribution and Certain Obligations of the Underwriters. ‌ (a) Tahoe and Goldcorp agree that the Underwriters will be permitted to appoint other registered dealers (or other dealers duly licenced in their respective jurisdictions) as their agents to assist in the Offering and the offer and sale of the Purchased Shares (each, a “Selling Firm”) and that the Underwriters may determine the remuneration payable to such other dealers appointed by them. Such remuneration shall be payable solely by the Underwriters. The Underwriters shall, and shall ensure that such other dealers, if anyrequire any Selling Firm to, comply with the terms of this Agreement as applicable to the Underwriters and shall be responsible for the actions of members of any Selling Firm. (b) Each Underwriter covenants, represents and warrants to Tahoe and Goldcorp that it will comply with the Applicable Securities Laws in connection with the distribution of the Offered Units and shall offer the Offered Units for sale to the public directly and through Selling Firms upon the terms and conditions set out in the Offering Documents and this Agreement, including Schedule “A” hereto. The Underwriters shall, and shall require any Selling Firm to, offer for sale to the public and sell the Offered Units only in those jurisdictions where they may be lawfully offered for sale or sold. The Underwriters shall complete and shall use all commercially reasonable efforts to cause each Selling Firm to complete the distribution of the Offered Units as promptly as possible and Eight Capital, on behalf of the Underwriters, promptly notify the Company when, in Eight Capital’s opinion, the Underwriters and the Selling Firms have ceased distribution of the Offered Units and provide a breakdown of the number of Offered Units distributed in each of the Qualifying Jurisdictions where such breakdown is required for the purpose of calculating fees payable to, or reimbursable by, the Canadian Securities Regulators, provided that such breakdown shall be provided no later than 30 days following the date on which the distribution of the Offered Units shall have ceased. (b) The Underwriters shall, and shall require any Selling Firm to agree to, distribute the Offered Units in a manner which complies with and observes all applicable laws and regulations in each jurisdiction into and from which they may offer to sell the Offered Units or distribute the Offering Documents in connection with the distribution of the Offered Units and will not, and shall require any Selling Firm not to, directly or indirectly, offer, sell or deliver any Offered Units or deliver the Offering Documents to any person in any jurisdiction other than the Qualifying Jurisdictions except in a manner which will not require the Company to comply with the registration, prospectus, filing, reporting, continuous disclosure or other similar requirements or obligations under the applicable securities laws of such other jurisdictions or pay any governmental filing fees (other than any filing fees required to comply with state securities or “blue sky” laws in the United States) which relate to such other jurisdictions. Subject to the foregoing, the Underwriters and any Selling Firm shall be entitled to offer and sale of sell the Purchased Shares and that any offers or sales of the Purchased Shares Offered Units in the United States will be conducted through solely pursuant to the Underwriters, or one or more affiliates exemptions from the registration requirements of the UnderwritersU.S. Securities Act provided by Rule 144A, duly registered as a broker-dealer and similar exemptions under applicable United States state securities laws, and in compliance other international jurisdictions in accordance with any applicable securities and other laws in the jurisdictions in which the Underwriters and/or Selling Firms offer the Offered Units. Any offer or sale of the Offered Units in the United States shall be made in accordance with U.S. Securities Laws and the requirements terms and conditions set out in Schedule “A” to this Agreement, which terms and conditions and the representations, warranties and covenants of FINRAthe parties therein, are hereby incorporated by reference into and form part of this Agreement. Except The Underwriters covenant with the Company that any person in the Qualifying Jurisdictions United States who is offered any Offered Units in accordance with Schedule “A” attached hereto will be provided with the then-current Preliminary U.S. Private Placement Memorandum or U.S. Private Placement Memorandum, as applicable, and any person in the United States who purchases Offered Units in accordance with Schedule “A” hereto will have received at or prior to the time of purchase of any Offered Units copy of the U.S. Private Placement Memorandum, in each case, in a form to be mutually agreed upon by the Company and the United StatesUnderwriters, the Underwriters will not directly or indirectly solicit offers to purchase or sell the Purchased Shares so as to require registration of the offering of the Purchased Shares or the filing of a prospectus under the laws of any jurisdictionacting reasonably. (c) The Underwriters represent and warrant that the Company is not a “related issuer” or “connected issuer” of any Underwriter; and each Underwriter, any “related issuer” of such Underwriter or the directors, officers or partners of such Underwriter or of any “related issuer” of such Underwriter is not a person to which the Company or any “related issuer” of the Company, or with which the Company or any “related issuer” of the Company has any other relationship for which disclosure in the Preliminary Prospectus, the Final Prospectus or any Amendment is required under NI 33-105 (“related issuer” and “connected issuer” have the meanings ascribed thereto in NI 33-105). (d) The Underwriters covenant with the Company that: (i) without the prior written approval of the Company, they will not (i) make use of any “greensheet” relating to the Offering, or (ii) provide to any potential investors in the Offered Units any Marketing Materials other than the Term Sheet; (ii) they will provide a copy of the Preliminary Prospectus, the Final Prospectus and any Amendment to each potential investor in the Offered Units who receives any Marketing Materials and to each potential investor in the Offered Units that expresses an interest in acquiring Offered Units; (iii) they will not make any representations or warranties with respect to the Company or the Offered Units other than as set forth in this Agreement, the Preliminary Prospectus, the Final Prospectus, any Amendment or otherwise without the written approval of the Company, acting reasonably; (iv) provided that they are satisfied, in their sole discretion, that it is responsible for them to do so, they will execute and deliver to the Company the certificates required to be executed by the Underwriters under applicable Canadian Securities Laws in connection with the Preliminary Prospectus, the Final Prospectus and any Amendment; and (v) shall ensure that each Selling Firm, prior to its appointment as such, has delivered to the Underwriters a representation to the effect that the Company is not a “related issuer” of such Selling Firm, and that each Selling Firm, any “related issuer” of such Selling Firm and the directors, officers or partners of such Selling Firm and of any “related issuer” of such Selling Firm, is not a person to which the Company or any “related issuer” of the Company owes any indebtedness or with which the Company or any “related issuer” of the Company has any other relationship, unless the Underwriters and the Company have agreed that the Company is not a “related issuer” or a “connected issuer” of such Selling Firm. For the purposes of the preceding sentence, “related issuer” and “connected issuer” have the meanings ascribed thereto in NI 33-105. (e) For the purposes of this AgreementSection 2, each of the Underwriters shall be entitled to assume that the Offered Units are qualified for distribution of the Purchased Shares is qualified under the Canadian Securities Laws in each of the any Qualifying Jurisdictions Jurisdiction where a receipt or similar document for the Final Prospectus shall have been obtained from the Principal Regulator issued under the Passport System and NP 11-202 evidencing that a receipt has been issued for the Final Prospectus by or on behalf of each of the Canadian Securities Regulators following the filing of the Final Prospectus, unless otherwise notified by the Company in writing. (f) The Underwriters represent, warrant and covenant that (i) other than the Term Sheet, no Marketing Materials in respect of the Offered Units that would be required to be incorporated by reference into the Preliminary Prospectus, the Final Prospectus or any Amendment have been provided by it to any potential investors in the Offered Units prior to the execution of this Agreement, (ii) other than the Term Sheet (or such other materials as are required to be delivered to a potential investor under applicable Canadian Securities RegulatorsLaws in the Qualifying Jurisdictions), no other Marketing Materials in respect of the Offered Units will be provided by it to any potential investors in the Offered Units without the prior written agreement of the Company and Eight Capital, on behalf of the Underwriters, approving the template version of such additional Marketing Materials; and (iii) no “standard term sheet” in respect of the Offered Units will be provided by it to any potential investors in the Offered Units without the prior written consent of the Company. (dg) The obligations Notwithstanding the foregoing provisions of this Section 2, an Underwriter will not be liable to the Underwriters Company under this Agreement are several, and not joint Section 2 with respect to a default under this Section 2 or joint and several. No Underwriter will be liable for any act, omission, default or conduct Schedule “A” by any other another Underwriter or any another Underwriter’s U.S. Placement Agent or a Selling Firm appointed by any other another Underwriter, as the case may be, if the first Underwriter is not itself in default.

Distribution and Certain Obligations of the Underwriters. (a) Tahoe and Goldcorp agree 3.1 The Company agrees that the Underwriters will be permitted to appoint appoint, at their sole expense, other registered dealers (or other dealers duly licenced in their respective jurisdictions) brokers as their agents to assist in the Offering and the offer and sale distribution of the Purchased Shares Securities. The Underwriters shall, and shall require any such dealer or broker, other than the Underwriters, with which the Underwriters have a contractual relationship in respect of the distribution of the Securities (each, a “Selling Firm”) and that the Underwriters may determine the remuneration payable to such other dealers appointed by them. Such remuneration shall be payable solely by the Underwriters. The Underwriters shall ensure that such other dealers, if anyto, comply with the terms of this Agreement as applicable to the Underwriters Canadian Securities Laws and shall be responsible for the actions of members of any Selling Firm. (b) Each Underwriter covenants, represents and warrants to Tahoe and Goldcorp that it will comply with the Applicable United States Securities Laws in connection with the Offering and the offer and sale distribution of the Purchased Shares Securities and that any offers or sales of shall offer the Purchased Shares Securities for sale to the public directly and through the Selling Firms upon the terms and conditions set out in the United States will be conducted through the Offering Documents, any Offering Document Amendment and this Agreement. The Underwriters, or one or more affiliates of other than Davy and Goodbody shall, and shall require any Selling Firm to, offer for sale to the Underwriters, duly registered as a broker-dealer in compliance with applicable U.S. public and sell the Securities Laws and the requirements of FINRA. Except only in the Qualifying Jurisdictions and those jurisdictions where the Securities may be lawfully offered for sale or sold and Davy and Goodbody shall, and shall require any Selling Firm to, offer for sale to the public and sell the Securities only outside of Canada and in those jurisdictions where the Securities may be lawfully offered for sale or sold. 3.2 The Underwriters shall, and shall require any Selling Firm to agree to, distribute the Securities in a manner that complies with all applicable laws and regulations (including in connection with offers and sales in the United StatesStates or to a U.S. person within the meaning of Regulation S and Rule 144A) in each jurisdiction into and from which they may offer to sell the Securities or distribute the Offering Documents in connection with the distribution of the Securities and will not, the Underwriters and will require any Selling Firm not to, directly or indirectly, offer, sell or deliver any Securities or deliver any Offering Documents or any other document to any person in any jurisdiction (including Substituted Purchasers), except in a manner which will not directly require the Company to comply with the registration, prospectus, continuous disclosure, filing or indirectly solicit offers to purchase or sell the Purchased Shares so as to require registration of the offering of the Purchased Shares or the filing of a prospectus other similar requirements under the applicable securities laws of any jurisdictionjurisdictions (other than the Qualifying Jurisdictions). 3.3 The Company acknowledges and agrees that the Underwriters are acting jointly (cand not solidarily, nor jointly and severally) in performing their respective obligations under this Agreement (including obligations under any Schedules to this Agreement) and no Underwriter shall be liable for any act, omission or conduct by any other Underwriter or Selling Firm appointed by any other Underwriter. 3.4 For the purposes of this AgreementSection 3, each of the Underwriters shall be entitled to assume that the Securities are qualified for distribution of the Purchased Shares is qualified under the Canadian Securities Laws in each of the any Qualifying Jurisdictions Jurisdiction where a receipt or similar document for the Final Prospectus shall have been obtained from the applicable Canadian Securities Regulators. (d) The obligations Regulator following the filing of the Underwriters under this Agreement are several, and not joint or joint and several. No Underwriter will be liable for any act, omission, default or conduct by any other Underwriter or any Selling Firm appointed by any other UnderwriterFinal Prospectus.

Distribution and Certain Obligations of the Underwriters. (a) Tahoe and Goldcorp agree that 3.1 During the Underwriters will be permitted to appoint other registered dealers (or other dealers duly licenced in their respective jurisdictions) as their agents to assist in the Offering and the offer and sale course of the Purchased Shares (each, a “Selling Firm”) and that distribution of the Underwriters may determine the remuneration payable to such other dealers appointed by them. Such remuneration shall be payable solely by the Underwriters. The Underwriters shall ensure that such other dealers, if any, comply with the terms of this Agreement as applicable Offered Securities to the Underwriters and shall be responsible for the actions of members of any Selling Firm. (b) Each Underwriter covenants, represents and warrants to Tahoe and Goldcorp that it will comply with the Applicable Securities Laws in connection with the Offering and the offer and sale of the Purchased Shares and that any offers public by or sales of the Purchased Shares in the United States will be conducted through the Underwriters, or one or more affiliates of the Underwriters, duly registered as a broker-dealer in compliance with applicable U.S. Securities Laws and the requirements of FINRA. Except in the Qualifying Jurisdictions and the United States, the Underwriters will not directly offer and sell those Offered Securities to the public only in those jurisdictions where they may be lawfully offered for sale or indirectly solicit offers to purchase or sell the Purchased Shares so as to require registration of the offering of the Purchased Shares or the filing of a prospectus under the laws of any jurisdiction. (c) sold. For the purposes of this Agreementsection 3.1, each of the Underwriters shall be entitled to assume that the Offered Securities may be lawfully offered for sale and sold in the Qualifying Jurisdictions if the Final Receipt has been issued evidencing that a receipt for the Prospectus has been issued by the Securities Commission of each of the Qualifying Jurisdictions, provided the Underwriters do not have knowledge, or has not been notified in writing by the Corporation, of any circumstance that would legally prohibit such distribution. The Underwriters will comply with applicable laws, including the Securities Laws, as well as the rules and policies of the Exchange applicable to the Underwriters in connection with the offer and sale or distribution of the Purchased Shares is qualified Offered Securities. Except in the Qualifying Jurisdictions, the Underwriters will not, directly or indirectly, solicit offers to purchase or sell the Offered Securities or deliver the Preliminary Prospectus, the Prospectus or any Supplementary Material so as to require registration of the Offered Securities or filing of a prospectus with respect to the Offered Securities under the Canadian laws of any jurisdiction, including, without limitation, the United States. Any offers or sales of Offered Securities in the United States will be made in accordance with section 14 and Schedule "A" of this Agreement, which is incorporated by reference herein and forms part of this Agreement. The Underwriters will cause similar undertakings to be contained in any agreements among the members of any banking, selling or other groups formed for the distribution of the Offered Securities and will require any member of the Selling Dealer Group to comply with applicable Securities Laws and/or U.S. or other securities laws, as applicable. 3.2 The Underwriters will complete and will use its reasonable efforts to cause members of the Selling Dealer Group (if any) to complete the distribution of the Offered Securities promptly after the Closing Time. The Underwriters will promptly notify the Corporation when, in the Underwriters' opinion, the Underwriters and the members of the Selling Dealer Group (if any) have ceased distribution of the Offered Securities and, promptly after completion of the distribution will provide the Corporation, in writing, with a breakdown of the number of Offered Securities distributed in each of the Qualifying Jurisdictions where a receipt or similar document that breakdown is required by the Securities Commission of that Qualifying Jurisdiction for the Final Prospectus shall have been obtained from the applicable Canadian purpose of calculating fees payable to that Securities RegulatorsCommission. (d) 3.3 The obligations Underwriters may offer the Offered Securities at a price less than the Issue Price per share in compliance with Securities Laws and, specifically in the case of any Offered Securities offered in the Qualifying Jurisdictions, the requirements of NI 44-101 and the disclosure concerning the same which is contained in the Preliminary Prospectus and the Prospectus. Notwithstanding any such reduction in the purchase price below the Issue Price per share hereunder, the Corporation will still receive a price equal to the Issue Price per share sold pursuant to the Offering. 3.4 Subject to the terms and conditions of this Agreement, the obligation of the Underwriters under this Agreement are several, to purchase the Purchased Shares shall be several (and not joint or not joint and several) and shall be as to the following percentages: Mackie Research Capital Corporation 96.55% Industrial Alliance Securities Inc. 3.45% 3.5 If an Underwriter (a "Refusing Underwriter") does not complete the purchase and sale of the Purchased Shares which that Underwriter has agreed to purchase under this Agreement, other than pursuant to the termination rights under this Agreement (the "Defaulted Shares"), the other Underwriter may delay the Closing Date, or, if applicable, the closing date of the Over-Allotment Option (subject to compliance with Securities Laws) for not more than five (5) days, and the remaining Underwriter (the "Continuing Underwriter") shall have the right, but shall not be obligated, to purchase all but not less than all of the Defaulted Shares, on a pro rata basis, according to the number of Purchased Shares to have been acquired by the Continuing Underwriter under this Agreement or in any proportion agreed upon, in writing, by the Continuing Underwriter. No If no such arrangement has been made and the number of Defaulted Shares to be purchased by the Refusing Underwriter does not exceed 10% of the Purchased Shares, the Continuing Underwriter will be obligated to purchase the Defaulted Shares on the terms set out in this Agreement in proportion to their obligations under this Agreement. If the number of Defaulted Shares to be purchased by the Refusing Underwriter exceeds 10% of the Purchased Shares, the Continuing Underwriter will not be obligated to purchase the Defaulted Shares, and, if the Continuing Underwriter does not elect to purchase the Defaulted Shares: (a) the Continuing Underwriter will not be obligated to purchase any of the Purchased Shares; (b) the Corporation will not be obligated to sell less than all of the Purchased Shares; and (c) the Corporation will be entitled to terminate its obligations under this Agreement arising from its acceptance of this offer, in which event there will be no further liability on the part of the Corporation or the Continuing Underwriter, except pursuant to the provisions of Sections 10, 15 and 17 of this Agreement. Any Underwriter which is a Refusing Underwriter will remain liable to the Corporation and the non-defaulting Underwriter in damages for any acta failure to purchase its several portion of the Purchased Shares, omission, default or conduct unless the Refusing Underwriter was entitled to terminate its obligation to purchase its portion of the Purchased Shares in accordance with the terms of this Agreement. An Underwriter will not be liable to the Corporation pursuant to this Agreement as a result of the breach by any other another Underwriter or any Selling Firm appointed by any such other Underwriter's affiliates of the provisions of this Agreement, including Schedule "A" hereto.

Distribution and Certain Obligations of the Underwriters. (a) Tahoe The Underwriters shall, and Goldcorp agree that shall require any investment dealer or broker (other than the Underwriters) with which the Underwriters will be permitted to appoint other registered dealers (or other dealers duly licenced have a contractual relationship in their respective jurisdictions) as their agents to assist in the Offering and the offer and sale respect of the Purchased Shares distribution of the Offered Shares, including any affiliate (each, a “Selling Firm”) and that the Underwriters may determine the remuneration payable ), to such other dealers appointed by them. Such remuneration shall be payable solely by the Underwriters. The Underwriters shall ensure that such other dealers, if any, agree to comply with the terms of this Agreement as applicable to the Underwriters and shall be responsible for the actions of members of any Selling Firm. (b) Each Underwriter covenants, represents and warrants to Tahoe and Goldcorp that it will comply with the Applicable Securities Laws in connection with the Offering distribution of the Offered Shares and shall offer the Offered Shares for sale to the public directly and through duly registered Selling Firms upon the terms and conditions set out in the Final Prospectus and this Agreement. The Underwriters shall, and shall require any Selling Firm to, offer for sale to the public and sell the Offered Shares only in those jurisdictions where they may be lawfully offered for sale or sold. The Underwriters shall: (i) use all reasonable efforts to complete and cause each Selling Firm to complete the distribution of the Offered Shares as soon as reasonably practicable; (ii) promptly notify the Corporation when, in their opinion, the Underwriters and the Selling Firms have ceased distribution of the Offered Shares; and (iii) provide a breakdown of the number of Offered Shares distributed in each of the Qualifying Jurisdictions where such breakdown is required for the purpose of calculating fees payable to the Canadian Securities Regulators. (b) The Underwriters shall, and shall require any Selling Firm to agree to, distribute the Offered Shares in a manner which complies with and observes all applicable laws and regulations in each jurisdiction into and from which they may offer to sell the Offered Shares or distribute the Prospectus, any Supplementary Material or any marketing materials in connection with the distribution of the Offered Shares and will not, directly or indirectly, offer, sell or deliver any Offered Shares or deliver the Prospectus, any Supplementary Material or any marketing materials to any person in any jurisdiction other than in the Qualifying Jurisdictions except in a manner which will not require the Corporation to comply with the registration, prospectus, offering memorandum, filing, continuous disclosure or other similar requirements under Applicable Securities Laws of such other jurisdictions or pay any additional governmental filing fees which relate to such other jurisdictions. Subject to the foregoing, the Underwriters and any Selling Firm shall be entitled to offer and sell the Offered Shares: (i) in the United States, solely pursuant to an applicable exemption or exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws. Any offer or sale of the Purchased Shares and that any offers or sales of the Purchased Offered Shares in the United States will be conducted through the Underwriters, or one or more affiliates made in accordance with Schedule “A” which forms part of the Underwriters, duly registered as a broker-dealer this Agreement; and (ii) in compliance such other jurisdictions in accordance with any applicable U.S. Securities Laws securities and the requirements of FINRA. Except other laws in the Qualifying Jurisdictions and the United States, such jurisdictions in which the Underwriters will and/or Selling Firms offer the Offered Shares provided that the Corporation is not directly required to file a prospectus, offering memorandum or indirectly solicit offers other disclosure document or become subject to purchase or sell continuing obligations in such other jurisdictions, in each case in accordance with the Purchased Shares so as to require registration provisions of the offering of the Purchased Shares or the filing of a prospectus under the laws of any jurisdictionthis Agreement. (c) For the purposes of this Agreementparagraph 3, each of the Underwriters shall be entitled to assume that the Offered Shares are qualified for distribution of the Purchased Shares is qualified under the Canadian Securities Laws in each of the any Qualifying Jurisdictions Jurisdiction where a receipt or similar document for the Final Prospectus shall have been obtained from the applicable Canadian Securities RegulatorsRegulators (including a decision document for the Final Prospectus issued under the Passport System) following the filing of the Final Prospectus unless otherwise notified in writing. (d) The Corporation and the Underwriters agree that Schedule “A” to this Agreement is incorporated by reference in and shall form part of this Agreement. (e) In performing their obligations under this Agreement, the Underwriters shall be acting severally and not jointly or jointly and severally. Without limiting the generality of the Underwriters preceding sentence, an Underwriter will not be liable to the Corporation under this Agreement are severalparagraph 3 with respect to a default under this paragraph 3 or Schedule “A” by another Underwriter or another Underwriter’s affiliate, and not joint or joint and several. as the case may be. (f) No Underwriter will be liable for any actin breach of this paragraph 3 to the extent that its failure to comply with this paragraph is caused by the acts or omissions of the Corporation or its directors, omissionofficers or employees, default or conduct reliance by any other the relevant Underwriter on information or any Selling Firm appointed advice provided to them by any other Underwriterthe Corporation or its advisers or on representations made by investors.

Distribution and Certain Obligations of the Underwriters. ‌ (a) Tahoe and Goldcorp agree The Company agrees that the Underwriters will be permitted to appoint appoint, at their sole expense, other registered dealers (or other dealers duly licenced in their respective jurisdictions) brokers as their agents to assist in the Offering and the offer and sale distribution of the Purchased Shares Securities. The Underwriters shall, and shall require any such dealer or broker, other than the Underwriters, with which the Underwriters have a contractual relationship in respect of the distribution of the Securities (each, a “Selling Firm”) and that the Underwriters may determine the remuneration payable to such other dealers appointed by them. Such remuneration shall be payable solely by the Underwriters. The Underwriters shall ensure that such other dealers, if anyto, comply with the terms of this Agreement as applicable to the Underwriters and shall be responsible for the actions of members of any Selling Firm. (b) Each Underwriter covenants, represents and warrants to Tahoe and Goldcorp that it will comply with the Applicable Securities Laws in connection with the Offering distribution of the Securities and shall offer the Securities for sale to the public in the Qualifying Jurisdictions, except Quebec, directly and through the Selling Firms upon the terms and conditions (including the offer price) set out in the Offering Documents and this Agreement. The Underwriters shall, and shall require any Selling Firm to, offer for sale of to the Purchased Shares public and sell the Securities only in those jurisdictions where the Securities may be lawfully offered for sale or sold. (b) The Underwriters shall, and shall require any Selling Firm to agree to, observe and distribute the Securities in a manner that any complies with all applicable Laws and regulations (including in connection with offers or and sales of the Purchased Shares in the United States will be conducted through the Underwriters, or one or more affiliates of the Underwriters, duly registered as a broker-dealer in compliance with applicable U.S. Securities Laws pursuant to Rule 144A and the requirements of FINRA. Except in the Qualifying Jurisdictions and the United States, the Underwriters will not directly or indirectly solicit offers pursuant to purchase or sell the Purchased Shares so as to require registration of the offering of the Purchased Shares or the filing of a prospectus under the laws of any applicable U.S. states) in each jurisdiction into and from which they may offer to sell the Securities or distribute the Final Offering Documents, as applicable, in connection with the distribution of the Securities and will not, and will require any Selling Firm not to, directly or indirectly, offer, sell or deliver any Securities or Final Offering Documents or any other documents (including, for greater certainty, the marketing materials) to any person in any jurisdiction, except in a manner which will not require the Company to comply with the registration, prospectus, continuous disclosure, filing or other similar requirements under the applicable securities laws of any jurisdictions (other than the Qualifying Jurisdictions). (c) The Company acknowledges and agrees that the Underwriters are acting severally and not jointly (not jointly and severally) in performing their respective obligations under this Agreement (including obligations under any Schedules to this Agreement) and no Underwriter shall be liable for any act, omission or conduct by any other Underwriter or Selling Firm appointed by any other Underwriter. (d) For the purposes of this AgreementSection 4, each of the Underwriters shall be entitled to assume that the Securities are qualified for distribution of the Purchased Shares is qualified under the Canadian Securities Laws in each of the any Qualifying Jurisdictions Jurisdiction, except Quebec, where a receipt or similar document for the Final Prospectus shall have been obtained obtained, or deemed to have been obtained, from the applicable Canadian Securities RegulatorsRegulator following the filing of the Prospectus in each Qualifying Jurisdiction, except Quebec. (de) The obligations Company acknowledges that the Lead Underwriter shall, in its sole discretion and without notice or consent of the Underwriters Company, be entitled to assign its underwriting commitment under this Agreement are several, and not joint to any affiliate or joint and several. No Underwriter will be liable for subsidiary of Canaccord Genuity Group Inc. (f) Neither the Underwriters nor any act, omission, default or conduct by any other Underwriter of their respective affiliates or any Selling Firm appointed by person acting on their behalf will engage in any other Underwritermarketing, sale or distribution of the Securities in the Province of Quebec.

Distribution and Certain Obligations of the Underwriters. (a) Tahoe The Underwriters shall, and Goldcorp agree that shall require any investment dealer or broker (other than the Underwriters) with which the Underwriters will be permitted to appoint other registered dealers (or other dealers duly licenced have a contractual relationship in their respective jurisdictions) as their agents to assist in the Offering and the offer and sale respect of the Purchased Shares distribution of the Offered Securities (each, a “Selling Firm”) and that the Underwriters may determine the remuneration payable to such other dealers appointed by them. Such remuneration shall be payable solely by the Underwriters. The Underwriters shall ensure that such other dealers, if anyagree to, comply with the terms of this Agreement as applicable to the Underwriters and shall be responsible for the actions of members of any Selling Firm. (b) Each Underwriter covenants, represents and warrants to Tahoe and Goldcorp that it will comply with the Applicable Securities Laws in connection with the Offering distribution of the Offered Securities and shall offer the Offered Securities for sale to the public directly and through Selling Firms upon the terms and conditions set out in the Prospectus and this Agreement. The Underwriters shall, and shall require any Selling Firm to, offer for sale to the public and sell the Offered Securities only in those jurisdictions where they may be lawfully offered for sale or sold (and in no event shall the Flow-Through Shares be offered in the United States.) The Underwriters shall: (i) use all commercially reasonable efforts to complete and cause each Selling Firm to complete the distribution of the Offered Securities as soon as reasonably practicable; and (ii) promptly notify the Corporation when, in their opinion, the Underwriters and the Selling Firms have ceased distribution of the Offered Securities and provide a breakdown of the number of Offered Securities distributed in each of the Qualifying Provinces where such breakdown is required for the purpose of calculating fees payable to the Canadian Securities Regulators. (b) The Underwriters shall, and shall require any Selling Firm to agree to, distribute the Offered Securities in a manner which complies with and observes all applicable laws and regulations, including, for greater certainty, all Securities Laws, in each jurisdiction into and from which they may offer to sell the Offered Securities or distribute the Prospectus, any Supplementary Material or the U.S. Private Placement Memorandum in connection with the distribution of the Offered Securities and will not, directly or indirectly, offer, sell or deliver any Offered Securities or deliver the Prospectus, any Supplementary Material or the U.S. Private Placement Memorandum to any person in any jurisdiction other than in the Qualifying Provinces except in a manner which will not require the Corporation to comply with the registration, prospectus, filing, continuous disclosure or other similar requirements under the applicable Securities Laws of such other jurisdictions or pay any additional governmental filing fees which relate to such other jurisdictions (and in no event shall the Flow-Through Shares be offered in the United States.) Subject to the foregoing, the Underwriters and any Selling Firm shall be entitled to offer and sale of sell the Purchased Shares and that any offers or sales of the Purchased Shares Units in the United States will be conducted through and to U.S. Persons solely pursuant to an applicable exemption or exemptions from the Underwriters, or one or more affiliates registration requirements of the Underwriters, duly registered as a broker-dealer in compliance with applicable U.S. Securities Laws Act and applicable state securities laws and in other international jurisdictions in accordance with any applicable securities and other laws in the jurisdictions in which the Underwriters and/or Selling Firms offer the Units. Any offer or sale of the Units in the United States or to U.S. Persons shall be made in accordance with the terms and conditions set out in Schedule “A” to this Agreement, which terms and conditions and the requirements of FINRA. Except in the Qualifying Jurisdictions representations, warranties and the United States, the Underwriters will not directly or indirectly solicit offers to purchase or sell the Purchased Shares so as to require registration covenants of the offering parties therein, are hereby incorporated by reference in and shall form part of the Purchased Shares or the filing of a prospectus under the laws of any jurisdictionthis Agreement. (c) For the purposes of this Agreementsection 4, each of the Underwriters shall be entitled to assume that the Offered Securities are qualified for distribution of the Purchased Shares is qualified under the Canadian Securities Laws in each of the any Qualifying Jurisdictions Province where a receipt or similar document for in respect of the Final Prospectus shall have been obtained from the applicable Canadian Securities RegulatorsRegulators (including the Final Decision Document) following the filing of the Final Prospectus unless otherwise notified in writing. (d) The obligations Xxxxxxx shall conduct the offering of the Underwriters under this Agreement are severalFlow-Through Shares in accordance with Rule 903 of Regulation S and that, and not joint or joint and several. No Underwriter will be liable for any actaccordingly, omissionin connection with the Offering, default or conduct by any other Underwriter or neither Xxxxxxx, any Selling Firm appointed by nor any of their respective affiliates or any other person acting on any of their behalf, will make (i) any offer to sell, or any solicitation of an offer to buy, any Flow-Through Shares to any U.S. Person, (ii) any sale of the Flow-Through Shares to any purchaser unless, at the time the buy order was or will have been originated, the purchaser was outside the United States or (iii) any Directed Selling Efforts in the United States with respect to the Flow-Through Shares. (e) Notwithstanding the foregoing provisions of this section 4, an Underwriter will not be liable to the Corporation under this section 4 with respect to a default under this section 4 or Schedule “A” by another Underwriter or another Underwriter’s Selling Firm or duly registered broker-dealer affiliate in the United States, as the case may be.

Distribution and Certain Obligations of the Underwriters. (a) Tahoe and Goldcorp agree that The Underwriters covenant with the Underwriters will be permitted to appoint other registered dealers (or other dealers duly licenced in their respective jurisdictions) as their agents to assist in REIT that: 2.1 during the Offering and the offer and sale course of the Purchased Shares (each, a “Selling Firm”) and that distribution of the Underwriters may determine the remuneration payable to such other dealers appointed by them. Such remuneration shall be payable solely by the Underwriters. The Underwriters shall ensure that such other dealers, if any, comply with the terms of this Agreement as applicable Units to the Underwriters and shall be responsible for the actions of members of any Selling Firm. (b) Each Underwriter covenants, represents and warrants to Tahoe and Goldcorp that it will comply with the Applicable Securities Laws in connection with the Offering and the offer and sale of the Purchased Shares and that any offers public by or sales of the Purchased Shares in the United States will be conducted through the Underwriters, or one or more affiliates the Underwriters will offer the Units for sale to the public on behalf of the REIT, directly and through other investment dealers and brokers (the Underwriters, duly registered together with such investment dealers and brokers, are referred to herein as a broker-dealer in compliance with applicable U.S. Securities Laws and the requirements of FINRA. Except "Selling Firms") in the Qualifying Jurisdictions only as permitted by and in accordance with applicable Securities Laws which, for greater certainty, shall include delivery by the Underwriters of a copy of the Prospectus and any Supplementary Material to each purchaser of Units from the Underwriters, and, subject as hereinafter provided, as permitted by the laws of the United States, only upon the Underwriters terms and conditions set forth in the Preliminary Prospectus and this Agreement and that they will not not, directly or indirectly solicit offers to purchase or sell indirectly, offer Units for sale in any jurisdiction, other than the Purchased Shares so as to Qualifying Jurisdictions, that would require registration of the offering of the Purchased Shares or the filing of a prospectus under prospectus, registration statement, offering memorandum or similar document or would result in the laws of REIT having any reporting or other obligation in such jurisdiction. , including, without limitation, the United States, and they shall ensure that each Selling Firm (c) other than the Underwriters), prior to its appointment as such, has delivered to the Underwriters an undertaking to the foregoing effect. For the purposes of this Agreementparagraph 2.1, each of the Underwriters shall be entitled to assume that the distribution Units may be lawfully offered for sale and sold in the Qualifying Jurisdictions if the Final Receipt has been issued evidencing that a receipt for the Prospectus has been issued by the Securities Commissions of the Purchased Shares is qualified under the Canadian Securities Laws in each of the Qualifying Jurisdictions Jurisdictions. Notwithstanding the foregoing provisions of this paragraph 2.1, no Underwriter will be liable to the REIT with respect to a default by another Underwriter under this paragraph 2.1; 2.2 they will complete and will use their commercially reasonable efforts to cause their Selling Firms, if any, to complete the distribution of Units as promptly as possible after the Closing Time or Over-Allotment Closing Time, as applicable, and will notify the REIT when, in the Underwriters' opinion, the distribution of Units shall have ceased and will provide the REIT with a breakdown of the number of Units, if any, on a consolidated basis, distributed in each Qualifying Jurisdiction where a receipt or similar document such breakdown is required for the Final Prospectus purpose of calculating fees payable to, or reimbursable by, a Securities Commission or other securities regulatory authority including, without limitation, the SEC, provided that such breakdown shall be provided no later than 30 days following the date on which the distribution of the Offered Units or Over-Allotment Units, as applicable, shall have been obtained from ceased; 2.3 they will not make any representations or warranties with respect to the REIT or the Units other than as set forth in this Agreement, the Preliminary Prospectus, the Prospectus, any Supplementary Material or otherwise with the approval of the REIT; 2.4 provided that they are satisfied, in their sole discretion, acting reasonably, that it is responsible for them to do so, they will execute and deliver to the REIT the certificates required to be executed by the Underwriters under applicable Canadian Securities Regulators.Laws in connection with the Prospectus and any Supplementary Material; and (d) The 2.5 the obligations of the Underwriters under this Agreement are several and not joint and several, and not joint or joint and several. No no Underwriter will be liable for any act, omission, default or conduct by any other Underwriter or any Selling Firm appointed by any other Underwriter.

Distribution and Certain Obligations of the Underwriters. (a) Tahoe The Underwriters will, and Goldcorp will require any Selling Firm to agree that to, comply with the Underwriters Securities Laws in connection with the distribution of the Offered Securities and will be permitted offer the Offered Securities for sale to appoint other registered dealers (or other dealers duly licenced in their respective jurisdictions) as their agents to assist the public directly and through Selling Firms upon the terms and conditions set out in the Offering Documents and this Agreement, including Schedule “A” hereto. The Underwriters will, and will require any Selling Firm to, offer for sale to the public and sell the Offered Securities only in those jurisdictions where they may be lawfully offered for sale or sold. The Underwriters shall: (i) use all commercially reasonable efforts to complete and cause each Selling Firm to complete the distribution of the Offered Securities as soon as reasonably practicable; and (ii) promptly notify the Company when, in their opinion, the Underwriters and the Selling Firms have ceased distribution of the Offered Securities and provide a breakdown of the number of Offered Securities distributed in each of the Qualifying Jurisdictions where such breakdown is required for the purpose of calculating fees payable to the Canadian Securities Regulators. (b) The Underwriters will, and will require any Selling Firm to agree to, offer for sale and sell to the public the Offered Securities only in those jurisdictions where they may be lawfully offered for sale or sold and in a manner which complies with and observes all applicable Laws in each such jurisdiction into and from which they may offer to sell or sell the Offered Securities or distribute the Offering Documents in connection with the offer and sale of the Purchased Shares (eachOffered Securities and will not, a “Selling Firm”) and that directly or indirectly, offer, sell or deliver any Offered Securities or deliver the Underwriters may determine Offering Documents to any Person in any jurisdiction other than the remuneration payable to such other dealers appointed by them. Such remuneration shall be payable solely by the Underwriters. The Underwriters shall ensure that such other dealersQualifying Jurisdictions, if any, comply except with the terms prior written consent of this Agreement as applicable the Company. Subject to the foregoing, the Underwriters and shall be responsible for the actions of members of any Selling Firm. (b) Each Underwriter covenants, represents and warrants Firm will be entitled to Tahoe and Goldcorp that it will comply with the Applicable Securities Laws in connection with the Offering and the offer and sale of sell the Purchased Shares and that any offers or sales of the Purchased Shares Offered Securities in the United States will be conducted through the Underwritersor to, or one for the account or more affiliates benefit of, Persons in the United States or U.S. Persons pursuant to the exemption from the registration requirements of the Underwriters, duly registered as a broker-dealer in compliance with U.S. Securities Act provided by Rule 144A and similar exemptions under other applicable U.S. Securities Laws Laws, and in other international jurisdictions in accordance with any applicable securities and other laws in the jurisdictions in which the Underwriters and/or Selling Firms offer the Offered Securities. Any offer or sale of the Offered Securities in the United States or to, or for the account of benefit of, Persons in the United States or U.S. Persons will be made in accordance with the terms and conditions set out in Schedule “A” to this Agreement, which terms and conditions and the requirements of FINRA. Except in the Qualifying Jurisdictions representations, warranties and the United States, the Underwriters will not directly or indirectly solicit offers to purchase or sell the Purchased Shares so as to require registration covenants of the offering parties therein, are hereby incorporated by reference into and form part of the Purchased Shares or the filing of a prospectus under the laws of any jurisdictionthis Agreement. (c) For the purposes of this AgreementSection 4, each of the Underwriters shall will be entitled to assume that the Offered Securities are qualified for distribution of the Purchased Shares is qualified under the Canadian Securities Laws in each of the any Qualifying Jurisdictions Jurisdiction where a receipt or similar document for the Final Prospectus shall have has been obtained from the applicable Principal Regulator issued under the Passport System and NP 11-202 evidencing that a receipt has been issued for the Final Prospectus by or on behalf of each of the Canadian Securities Regulators, unless otherwise notified by the Company in writing. (d) The obligations Notwithstanding the foregoing provisions of this Section 4, an Underwriter will not be liable to the Underwriters Company under this Agreement are several, and not joint Section 4 with respect to a default under this Section 4 or joint and several. No Underwriter will be liable for any act, omission, default or conduct Schedule “A” by any the other Underwriter or any the other Underwriter’s duly registered broker-dealer affiliate in the United States (the “U.S. Affiliate”) or a Selling Firm appointed by any the other Underwriter, as the case may be, if the first Underwriter is not itself in default.

Distribution and Certain Obligations of the Underwriters. (a1) Tahoe and Goldcorp agree The Company agrees that the Underwriters will be permitted to appoint appoint, at their sole expense, other registered dealers (or other dealers duly licenced in their respective jurisdictions) brokers as their agents to assist in the Offering and the offer and sale distribution of the Purchased Shares Securities. The Underwriters shall, and shall require any such dealer or broker, other than the Underwriters, with which the Underwriters have a contractual relationship in respect of the distribution of the Securities (each, a “Selling Firm”) and that the Underwriters may determine the remuneration payable to such other dealers appointed by them. Such remuneration shall be payable solely by the Underwriters. The Underwriters shall ensure that such other dealers, if anyto, comply with the terms of this Agreement as applicable to the Underwriters Canadian Securities Laws and shall be responsible for the actions of members of any Selling Firm. (b) Each Underwriter covenants, represents and warrants to Tahoe and Goldcorp that it will comply with the Applicable United States Securities Laws in connection with the Offering distribution of the Securities and shall offer the Securities for sale to the public in the Qualifying Jurisdictions directly and through the Selling Firms upon the terms and conditions (including the offer price) set out in the Offering Documents and this Agreement. The Underwriters shall, and shall require any Selling Firm to, offer for sale of to the Purchased Shares public and sell the Securities only in those jurisdictions where the Securities may be lawfully offered for sale or sold. (2) The Underwriters shall, and shall require any Selling Firm to agree to, observe and distribute the Securities in a manner that any complies with all applicable laws and regulations (including in connection with offers or and sales of the Purchased Shares in the United States will be conducted through the Underwriters, or one or more affiliates of the Underwriters, duly registered as a broker-dealer in compliance with applicable U.S. Securities Laws pursuant to Rule 144A and the requirements of FINRA. Except in the Qualifying Jurisdictions and the United States, the Underwriters will not directly or indirectly solicit offers pursuant to purchase or sell the Purchased Shares so as to require registration of the offering of the Purchased Shares or the filing of a prospectus under the laws of any applicable U.S. states) in each jurisdiction into and from which they may offer to sell the Securities or distribute the Final Offering Documents, as applicable, in connection with the distribution of the Securities and will not, and will require any Selling Firm not to, directly or indirectly, offer, sell or deliver any Securities or Final Offering Documents or any other document (including, for greater certainty, the marketing materials) to any person in any jurisdiction, except in a manner which will not require the Company to comply with the registration, prospectus, continuous disclosure, filing or other similar requirements under the applicable securities laws of any jurisdictions (other than the Qualifying Jurisdictions). (c3) The Company acknowledges and agrees that the Underwriters are acting severally and not jointly (nor jointly and severally) in performing their respective obligations under this Agreement (including obligations under any Schedules to this Agreement) and no Underwriter shall be liable for any act, omission or conduct by any other Underwriter or Selling Firm appointed by any other Underwriter. (4) For the purposes of this AgreementSection 4, each of the Underwriters shall be entitled to assume that the Securities are qualified for distribution of the Purchased Shares is qualified under the Canadian Securities Laws in each of the any Qualifying Jurisdictions Jurisdiction where a receipt or similar document for the Final Prospectus shall have been obtained obtained, or deemed to have been obtained, from the applicable Canadian Securities Regulators. (d) The obligations Regulator following the filing of the Prospectus in each of the Qualifying Jurisdictions. For greater certainty, the Underwriters acknowledge and agree that the Prospectus will not qualify the distribution of any Offered Shares in the United States to, or for the account or benefit of, U.S. Persons, and any such Offered Shares will only be offered and sold to persons who are reasonably believed to be Qualified Institutional Buyers and Institutional Accredited Investors by certain of the Underwriters (or their U.S. Affiliates) pursuant to the U.S. Offering Memorandum in a private resale offering pursuant to Rule 144A. (5) The Company acknowledges that the Lead Underwriter shall, in its sole discretion and without notice to or consent of the Company, be entitled to assign its underwriting commitment under this Agreement are several, and not joint to any affiliate or joint and several. No Underwriter will be liable for any act, omission, default or conduct by any other Underwriter or any Selling Firm appointed by any other Underwriter.subsidiary of Canaccord Genuity Group Inc.

Distribution and Certain Obligations of the Underwriters. (a) Tahoe The Underwriters shall, and Goldcorp agree that shall use commercially reasonable efforts to require any investment dealer (other than the Underwriters) with which the Underwriters will be permitted to appoint other registered dealers (or other dealers duly licenced have a contractual relationship in their respective jurisdictions) as their agents to assist in the Offering and the offer and sale respect of the Purchased Shares distribution of the Offered Units (each, a “Selling Firm”) and that the Underwriters may determine the remuneration payable to such other dealers appointed by them. Such remuneration shall be payable solely by the Underwriters. The Underwriters shall ensure that such other dealersagree to, if any, comply with the terms of this Agreement as applicable to the Underwriters and shall be responsible for the actions of members of any Selling Firm. (b) Each Underwriter covenants, represents and warrants to Tahoe and Goldcorp that it will comply with the Applicable Securities Laws in connection with the Offering and the offer and sale distribution of the Purchased Shares Offered Units and that shall offer the Offered Units for sale to the public directly and through Selling Firms upon the terms and conditions set out in the Prospectus and this Agreement. The Underwriters shall, and shall use commercially reasonable efforts to require any offers Selling Firm to agree to, offer for sale to the public and sell the Offered Units only in those jurisdictions where they may be lawfully offered for sale or sales sold and shall seek the prior consent of the Purchased Shares in Company, such consent not to be unreasonably withheld, regarding the United States will be conducted through the Underwriters, or one or more affiliates of the Underwriters, duly registered as a broker-dealer in compliance with applicable U.S. Securities Laws and the requirements of FINRA. Except in jurisdictions other than the Qualifying Jurisdictions and the United StatesStates where the Offered Units are to be offered and sold. The Underwriters shall: (i) use all commercially reasonable efforts to complete and cause each Selling Firm to complete the distribution of the Offered Units as soon as reasonably practicable but in any event no later than 90 days after the date of the Final Receipt; and (ii) as soon as practicable after the completion of the distribution of the Offered Units, and in any event within 30 days after the later of the Closing Date or the last Over-Allotment Closing Date, notify the Company thereof and provide the Company with a breakdown of the number of Offered Units distributed in the Qualifying Jurisdictions. (b) The Underwriters and any Selling Firm shall be entitled to offer and sell the Offered Units to purchasers in the United States or to or for the account or benefit of U.S. Persons solely pursuant to an applicable exemption or exemptions from the registration requirements of the U.S. Securities Act and the registration or qualification requirements of applicable state securities laws, and in other jurisdictions in accordance with any applicable securities and other laws in the jurisdictions in which the Underwriters will not directly and/or Selling Firms offer the Offered Units. Any offer or indirectly solicit offers to purchase or sell the Purchased Shares so as to require registration sale of the offering Offered Units to purchasers in the United States or to or for the account or benefit of the Purchased Shares or the filing of a prospectus under the laws of any jurisdictionU.S. Persons will be made in accordance with Schedule “A” hereto. (c) For the purposes of this AgreementSection 4, each of the Underwriters shall be entitled to assume that the Offered Units are qualified for distribution of the Purchased Shares is qualified under the Canadian Securities Laws in each of the any Qualifying Jurisdictions Jurisdiction where a receipt Passport Receipt or similar document for the Final Prospectus shall have been obtained from or deemed issued by the applicable Canadian Securities RegulatorsCommission (including a Final Receipt for the Prospectus issued under the Passport System) following the filing of the Prospectus unless otherwise notified in writing by the Company. (d) The obligations During the distribution of the Offered Units, other than the Offering Documents and the press release announcing the Offering, the Company and the Underwriters shall not provide any potential investor with any materials or written communication in relation to the distribution of the Offered Units. The Company and the Underwriters, jointly (the equivalent of severally in common law), covenant and agree (i) not to provide any potential investor of Offered Units with any marketing materials unless a template version of such marketing materials has been filed by the Company with the Securities Commissions on or before the day such marketing materials are first provided to any potential investor of Offered Units, (ii) not to provide any potential investor in the Qualifying Jurisdictions with any materials or information in relation to the distribution of the Offered Units or the Company other than (a) such marketing materials that have been approved and filed in accordance with NI 44- 101, (b) the Preliminary Prospectus, the Prospectus and any Supplementary Material, and (c) any “standard term sheets” (within the meaning of Applicable Securities Laws) approved in writing by the Company and the Lead Underwriter, on behalf of the Underwriters, and (iii) that any marketing materials approved and filed in accordance with NI 44-101 and any standard term sheets approved in writing by the Company and the Lead Underwriter, on behalf of the Underwriters, shall only be provided to potential investors in the Qualifying Jurisdictions. (e) Notwithstanding the foregoing provisions of this Section 4, the Underwriters will not be liable to the Company under this Agreement are severalSection 4 or Schedule “A” with respect to a default under this Section 4 or Schedule “A” by another Underwriter or another Underwriter’s U.S. Affiliate. However, and not joint or joint and several. No each Underwriter will shall be liable for to the Company under this Section 4 or Schedule “A” with respect to any act, omission, default breach by it or conduct by any other Underwriter its U.S. Affiliate of this Section 4 or any Selling Firm appointed by any other Underwriterof the selling restrictions set forth in Schedule “A”.

Distribution and Certain Obligations of the Underwriters. (a) Tahoe The Underwriters shall, and Goldcorp agree that shall require any investment dealer or broker (other than the Underwriters) with which the Underwriters will be permitted to appoint other registered dealers (or other dealers duly licenced have a contractual relationship in their respective jurisdictions) as their agents to assist in the Offering and the offer and sale respect of the Purchased Shares distribution of the Prospectus Shares, including any affiliate (each, a “Selling Firm”) and that the Underwriters may determine the remuneration payable ), to such other dealers appointed by them. Such remuneration shall be payable solely by the Underwriters. The Underwriters shall ensure that such other dealers, if any, agree to comply with the terms of this Agreement as applicable to the Underwriters and shall be responsible for the actions of members of any Selling Firm. (b) Each Underwriter covenants, represents and warrants to Tahoe and Goldcorp that it will comply with the Applicable Securities Laws in connection with the Offering distribution of the Prospectus Shares and shall offer the Prospectus Shares for sale to the public directly and through Selling Firms upon the terms and conditions set out in the Prospectus and this Agreement, including Schedule “A” attached hereto. The Underwriters shall, and shall require any Selling Firm to, offer for sale to the public and sell the Prospectus Shares only in those jurisdictions where they may be lawfully offered for sale or sold. The Underwriters shall: (i) use all reasonable efforts to complete and cause each Selling Firm to complete the distribution of the Prospectus Shares as soon as reasonably practicable; (ii) promptly notify the Corporation when, in their opinion, the Underwriters and the Selling Firms have ceased distribution of the Prospectus Shares; and (iii) provide a breakdown of the number of Prospectus Shares distributed in each of the Qualifying Jurisdictions where such breakdown is required for the purpose of calculating fees payable to the Securities Commissions within the time periods prescribed by Applicable Securities Laws. (b) The Underwriters shall, and shall require any Selling Firm to agree to, distribute the Prospectus Shares in a manner which complies with and observes all applicable laws and regulations in each jurisdiction into and from which they may offer to sell the Prospectus Shares or distribute the Prospectus or any Supplementary Material in connection with the distribution of the Prospectus Shares and will not, directly or indirectly, offer, sell or deliver any Prospectus Shares or deliver the Prospectus or any Supplementary Material to any person in any jurisdiction other than in the Qualifying Jurisdictions except in a manner which will not require the Corporation to comply with the registration, prospectus, filing, continuous disclosure or other similar requirements under the Applicable Securities Laws of such other jurisdictions or pay any additional governmental filing fees which relate to such other jurisdictions. Subject to the foregoing, the Underwriters and any Selling Firm shall be entitled to offer and sale of sell the Purchased Shares Prospectus Shares: (i) in the United States, solely pursuant to Rule 144A promulgated under the U.S. Securities Act and that any pursuant to exemptions from registration under and applicable state securities laws. All offers or sales of the Purchased Prospectus Shares in the United States will be conducted through the Underwriters, or one or more affiliates made in accordance with Schedule “A” which forms part of the Underwriters, duly registered as a broker-dealer this Agreement; and (ii) in compliance such other jurisdictions in accordance with any applicable U.S. Securities Laws securities and the requirements of FINRA. Except other laws in the Qualifying Jurisdictions and the United States, such jurisdictions in which the Underwriters will and/or Selling Firms offer the Prospectus Shares provided that the Corporation is not directly or indirectly solicit offers required to purchase or sell the Purchased Shares so as to require registration of the offering of the Purchased Shares or the filing of file a prospectus under or other disclosure document or become subject to continuing obligations in such other jurisdictions, in each case in accordance with the laws provisions of any jurisdictionthis Agreement. (c) For the purposes of this AgreementSection 5, each of the Underwriters shall be entitled to assume that the Prospectus Shares are qualified for distribution of the Purchased Shares is qualified under the Canadian Securities Laws in each of the any Qualifying Jurisdictions Jurisdiction where a receipt or similar document for the Final Prospectus shall have been obtained from the applicable Canadian Securities RegulatorsCommissions (including a receipt for the Prospectus issued in accordance with NP 11-202) following the filing of the Prospectus unless otherwise notified in writing. (d) The obligations of Corporation and the Underwriters agree that Schedule “A” to this Agreement is incorporated by reference in and shall form part of this Agreement. (e) In performing their obligations under this Agreement are severalAgreement, the Underwriters shall be acting severally, and not joint jointly, nor jointly and severally. Without limiting the generality of the preceding sentence, an Underwriter will not be liable to the Corporation under this Section 5 with respect to a default under this Section 5 or joint and several. Schedule “A” by another Underwriter or another Underwriter's affiliate, as the case may be. (f) No Underwriter will be liable for any actin breach of this Section 5 to the extent that its failure to comply with this Section 5 is caused or contributed to by the acts or omissions of the Corporation or its directors, omissionofficers or employees, default or conduct reliance by any other the relevant Underwriter on information or any Selling Firm appointed advice provided to them by any other Underwriterthe Corporation or its advisers or on representations made by investors.

Distribution and Certain Obligations of the Underwriters. The Underwriters hereby severally and not jointly, nor jointly and severally, covenant with the Corporation, the following (and will use commercially reasonable best efforts to cause the members of the Selling Firms to): (a) Tahoe and Goldcorp agree that the Underwriters will be permitted to appoint other registered dealers (or other dealers duly licenced in their respective jurisdictions) as their agents to assist in the Offering and the offer and sale of the Purchased Shares (each, a “Selling Firm”) and that the Underwriters may determine the remuneration payable to such other dealers appointed by them. Such remuneration shall be payable solely by the Underwriters. The Underwriters shall ensure that such other dealers, if any, comply Comply with the terms of this Agreement as applicable to the Underwriters and shall be responsible for the actions of members of any Selling Firm. (b) Each Underwriter covenants, represents and warrants to Tahoe and Goldcorp that it will comply with the Applicable Securities Laws in connection with the Offering and the offer and sale distribution of the Purchased Shares Offered Securities and that any offers upon the terms and conditions set out in the Prospectus and this Agreement and offer for sale and sell the Offered Securities only in those Qualifying Provinces, or, if previously agreed by the Corporation, such other Selling Jurisdictions, where they may be lawfully offered for sale or sales sold, on a private placement basis. (b) (i) Use all commercially reasonable efforts to complete, and cause each Selling Firm to complete, the distribution of the Purchased Shares Offered Securities as soon as reasonably practicable; and (ii) promptly notify the Corporation when, in the United States will be conducted through the Underwriters, or one or more affiliates of the Underwriters, duly registered as a broker-dealer in compliance with applicable U.S. Securities Laws and the requirements of FINRA. Except in the Qualifying Jurisdictions and the United Statestheir opinion, the Underwriters will not and the Selling Firms have ceased distribution of the Offered Securities and provide a written breakdown of the number of Offered Securities distributed (A) in each of the Qualifying Provinces where such breakdown is required for the purpose of calculating fees payable to the Canadian Securities Regulators and (B) in any other Selling Jurisdictions. (c) Not, directly or indirectly indirectly, offer, sell or solicit offers to purchase the Offered Securities or sell the Purchased Shares distribute or publish any offering circular, prospectus, form of application, advertisement or other offering materials in any jurisdiction so as to require registration of the offering of the Purchased Shares or the filing of a prospectus with respect thereto or compliance by the Corporation with regulatory requirements (including any continuous disclosure obligations) under the laws of, or subject the Corporation (or any of its directors, officers or employees) to any inquiry, investigation or proceeding of any jurisdictionsecurities regulatory authority, stock exchange or other authority in, any jurisdiction (other than the filing of the Prospectus in the Qualifying Provinces). (cd) Offer and sell the Units in the United States through their U.S. Affiliate, solely pursuant to an applicable exemption or exemptions from the registration requirements of the U.S. Securities Act and the registration and qualification requirements of applicable state Securities Laws, and, if previously agreed by the Corporation, in other international jurisdictions in accordance with any applicable securities and other laws in the jurisdictions in which the Underwriters and/or Selling Firms (in each case, duly- registered or qualified in such jurisdiction) offer the Units. Any offer or sale of the Units in the United States or to, or for the account or benefit of, any U.S. Person will be made solely pursuant to the U.S. Private Placement Memorandum and in compliance with Schedule “A” to this Agreement. (e) Following receipt of a Passport Receipt for the Final Prospectus, deliver one copy of the Final Prospectus (together with any amendments thereto) to all Purchasers resident in the Qualifying Provinces and one copy of the Final Prospectus or of the U.S. Private Placement Memorandum, as may be required by applicable Securities Laws, to all Purchasers in such other Selling Jurisdictions outside of Canada as required. For the purposes of this AgreementSection 4, each of the Underwriters shall be entitled to assume that the Offered Securities, the Over-Allotment Option and the Broker Warrants are qualified for distribution of the Purchased Shares is qualified under the Canadian Securities Laws in each of the any Qualifying Jurisdictions Province where a receipt or similar document for Passport Receipt in respect of the Final Prospectus shall have has been obtained from the applicable Canadian Securities Regulatorsobtained, unless otherwise notified in writing. (d) The obligations of the Underwriters under this Agreement are several, and not joint or joint and several. No Underwriter will be liable for any act, omission, default or conduct by any other Underwriter or any Selling Firm appointed by any other Underwriter.

Distribution and Certain Obligations of the Underwriters. (a1) Tahoe and Goldcorp agree The Company agrees that the Underwriters will be permitted to appoint appoint, at their sole expense, other registered dealers (or other dealers duly licenced in their respective jurisdictions) brokers as their agents to assist in the Offering and the offer and sale distribution of the Purchased Shares Securities. The Underwriters shall, and shall require any such dealer or broker, other than the Underwriters, with which the Underwriters have a contractual relationship in respect of the distribution of the Securities (each, a “Selling Firm”) and that the Underwriters may determine the remuneration payable to such other dealers appointed by them. Such remuneration shall be payable solely by the Underwriters. The Underwriters shall ensure that such other dealers, if anyto, comply with the terms of this Agreement as applicable to the Underwriters Canadian Securities Laws and shall be responsible for the actions of members of any Selling Firm. (b) Each Underwriter covenants, represents and warrants to Tahoe and Goldcorp that it will comply with the Applicable United States Securities Laws in connection with the Offering distribution of the Securities and shall offer the Securities for sale to the public in the Qualifying Jurisdictions directly and through the Selling Firms upon the terms and conditions (including the offer price) set out in the Offering Documents and this Agreement. The Underwriters shall, and shall require any Selling Firm to, offer for sale of to the Purchased Shares public and sell the Securities only in those jurisdictions where the Securities may be lawfully offered for sale or sold. (2) The Underwriters shall, and shall require any Selling Firm to agree to, observe and distribute the Securities in a manner that any complies with all applicable laws and regulations (including in connection with offers or and sales of the Purchased Shares in the United States will be conducted through the Underwriters, or one or more affiliates of the Underwriters, duly registered as a broker-dealer in compliance with applicable U.S. Securities Laws pursuant to Rule 144A and the requirements of FINRA. Except in the Qualifying Jurisdictions and the United States, the Underwriters will not directly or indirectly solicit offers pursuant to purchase or sell the Purchased Shares so as to require registration of the offering of the Purchased Shares or the filing of a prospectus under the laws of any applicable U.S. states) in each jurisdiction into and from which they may offer to sell the Securities or distribute the Final Offering Documents, as applicable, in connection with the distribution of the Securities and will not, and will require any Selling Firm not to, directly or indirectly, offer, sell or deliver any Securities or Final Offering Documents or any other document (including, for greater certainty, the marketing materials) to any person in any jurisdiction, except in a manner which will not require the Company to comply with the registration, prospectus, continuous disclosure, filing or other similar requirements under the applicable securities laws of any jurisdictions (other than the Qualifying Jurisdictions). (c3) The Company and the Selling Shareholders acknowledge and agree that the Underwriters are acting severally and not jointly (nor jointly and severally) in performing their respective obligations under this Agreement (including obligations under any Schedules to this Agreement) and no Underwriter shall be liable for any act, omission or conduct by any other Underwriter or Selling Firm appointed by any other Underwriter. (4) For the purposes of this AgreementSection 4, each of the Underwriters shall be entitled to assume that the Securities are qualified for distribution of the Purchased Shares is qualified under the Canadian Securities Laws in each of the any Qualifying Jurisdictions Jurisdiction where a receipt or similar document for the Final Prospectus shall have been obtained obtained, or deemed to have been obtained, from the applicable Canadian Securities RegulatorsRegulator following the filing of the Prospectus in each of the Qualifying Jurisdictions. (d5) The obligations Company acknowledges that the Lead Underwriter shall, in its sole discretion and without notice to or consent of the Underwriters Company, be entitled to assign its underwriting commitment under this Agreement are several, and not joint or joint and several. No Underwriter will be liable for to any act, omission, default or conduct by any other Underwriter or any Selling Firm appointed by any other Underwriterof its affiliates within the Canaccord Genuity Group of Companies.

Distribution and Certain Obligations of the Underwriters. ‌ (a) Tahoe The Underwriters will, and Goldcorp will require any Selling Firm to agree that to, comply with the Underwriters Securities Laws in connection with the distribution of the Offered Securities and will be permitted offer the Offered Securities for sale to appoint other registered dealers (or other dealers duly licenced in their respective jurisdictions) as their agents to assist the public directly and through Selling Firms upon the terms and conditions set out in the Offering Documents and this Agreement, including Schedule “A” hereto. The Underwriters will, and will require any Selling Firm to, offer for sale to the public and sell the Offered Securities only in those jurisdictions where they may be lawfully offered for sale or sold. (b) The Underwriters will, and will require any Selling Firm to agree to, offer for sale and sell to the public the Offered Securities only in those jurisdictions where they may be lawfully offered for sale or sold and in a manner which complies with and observes all applicable Laws in each such jurisdiction into and from which they may offer to sell or sell the Offered Securities or distribute the Offering Documents in connection with the offer and sale of the Purchased Shares (eachOffered Securities and will not, a “Selling Firm”) and that directly or indirectly, offer, sell or deliver any Offered Securities or deliver the Underwriters may determine Offering Documents to any person in any jurisdiction other than the remuneration payable to such other dealers appointed by them. Such remuneration shall be payable solely by the Underwriters. The Underwriters shall ensure that such other dealersQualifying Jurisdictions, if any, comply except with the terms prior written consent of this Agreement as applicable the Corporation. Subject to the foregoing, the Underwriters and shall be responsible for the actions of members of any Selling Firm. (b) Each Underwriter covenants, represents and warrants Firm will be entitled to Tahoe and Goldcorp that it will comply with the Applicable Securities Laws in connection with the Offering and the offer and sale of sell the Purchased Shares and that any offers or sales of the Purchased Shares Offered Securities in the United States or to, or for the account or benefit of, persons in the United States or U.S. Persons pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by Rule 144A and similar exemptions under applicable United States state securities laws, and in other international jurisdictions in accordance with any applicable securities and other laws in the jurisdictions in which the Underwriters and/or Selling Firms offer the Offered Securities. Any offer or sale of the Offered Securities in the United States or to, or for the account of benefit of, persons in the United States or U.S. Persons will be conducted through made in accordance with the Underwritersterms and conditions set out in Schedule “A” to this Agreement, or one or more affiliates which terms and conditions and the representations, warranties and covenants of the Underwritersparties therein, duly registered as a broker-dealer in compliance with applicable U.S. Securities Laws are hereby incorporated by reference into and the requirements form part of FINRA. Except in the Qualifying Jurisdictions and the United States, the Underwriters will not directly or indirectly solicit offers to purchase or sell the Purchased Shares so as to require registration of the offering of the Purchased Shares or the filing of a prospectus under the laws of any jurisdictionthis Agreement. (c) For the purposes of this AgreementSection 4, each of the Underwriters shall will be entitled to assume that the Offered Securities are qualified for distribution of the Purchased Shares is qualified under the Canadian Securities Laws in each of the any Qualifying Jurisdictions Jurisdiction where a receipt or similar document for the Final Base Prospectus shall have has been obtained from the applicable Principal Regulator issued under the Passport System and NP 11-202 evidencing that a receipt has been issued for the Base Prospectus by or on behalf of each of the Canadian Securities Regulators, unless otherwise notified by the Corporation in writing. (d) The obligations Notwithstanding the foregoing provisions of this Section 4, an Underwriter will not be liable to the Underwriters Corporation under this Agreement are several, and not joint Section 4 with respect to a default under this Section 4 or joint and several. No Underwriter will be liable for any act, omission, default or conduct Schedule “A” by any the other Underwriter or any the other Underwriter’s duly registered broker-dealer affiliate in the United States (the “U.S. Affiliate”) or a Selling Firm appointed by any the other Underwriter, as the case may be, if the first Underwriter is not itself in default. (e) The Underwriters hereby represents and warrants that: (i) it is, and will remain so, until the completion of the Offering, appropriately registered under applicable Securities Laws so as to permit it to lawfully fulfil its obligations hereunder; and (ii) it has all requisite corporate power and authority to enter into this Agreement and to carry out the transactions contemplated under this Agreement on the terms and conditions set forth herein.

Distribution and Certain Obligations of the Underwriters. (a) Tahoe The Underwriters shall, and Goldcorp agree that shall require any investment dealer or broker (other than the Underwriters) with which the Underwriters will be permitted to appoint other registered dealers (or other dealers duly licenced have a contractual relationship in their respective jurisdictions) as their agents to assist in the Offering and the offer and sale respect of the Purchased Shares distribution of the Offered Shares, including any affiliate (each, a “Selling Firm”) and that the Underwriters may determine the remuneration payable ), to such other dealers appointed by them. Such remuneration shall be payable solely by the Underwriters. The Underwriters shall ensure that such other dealers, if any, agree to comply with the terms of this Agreement as applicable to the Underwriters and shall be responsible for the actions of members of any Selling Firm. (b) Each Underwriter covenants, represents and warrants to Tahoe and Goldcorp that it will comply with the Applicable Securities Laws in connection with the Offering distribution of the Offered Shares and shall offer the Offered Shares for sale to the public directly and through Selling Firms upon the terms and conditions set out in the Prospectus and this Agreement, including Schedule “B” attached hereto. The Underwriters shall, and shall require any Selling Firm to, offer for sale to the public and sell the Offered Shares only in those jurisdictions where they may be lawfully offered for sale or sold. The Underwriters shall: (i) use all reasonable efforts to complete and cause each Selling Firm to complete the distribution of the Offered Shares as soon as reasonably practicable; (ii) promptly notify the Corporation and the Selling Shareholders when, in their opinion, the Underwriters and the Selling Firms have ceased distribution of the Offered Shares; and (iii) provide a breakdown to the Corporation of the number of Offered Shares distributed in each of the Qualifying Jurisdictions where such breakdown is required for the purpose of calculating fees payable to the Securities Commissions within the time periods prescribed by Applicable Securities Laws. (b) The Underwriters shall, and shall require any Selling Firm to agree to, distribute the Offered Shares in a manner which complies with and observes all applicable laws and regulations in each jurisdiction into and from which they may offer to sell the Offered Shares or distribute the Prospectus or any Supplementary Material in connection with the distribution of the Offered Shares and will not, directly or indirectly, offer, sell or deliver any Offered Shares or deliver the Prospectus or any Supplementary Material to any person in any jurisdiction other than in the Qualifying Jurisdictions except in a manner which will not require the Corporation to comply with the registration, prospectus, filing, continuous disclosure or other similar requirements under the Applicable Securities Laws of such other jurisdictions or pay any additional governmental filing fees which relate to such other jurisdictions. Subject to the foregoing, the Underwriters and any Selling Firm shall be entitled to offer and sale of sell the Purchased Shares Offered Shares: (i) in the United States, solely pursuant to Rule 144A promulgated under the U.S. Securities Act and that any pursuant to exemptions from registration under and applicable state securities laws. All offers or sales of the Purchased Offered Shares in the United States will be conducted through the Underwriters, or one or more affiliates made in accordance with Schedule “B” which forms part of the Underwriters, duly registered as a broker-dealer this Agreement; and (ii) in compliance such other jurisdictions in accordance with any applicable U.S. Securities Laws securities and the requirements of FINRA. Except other laws in the Qualifying Jurisdictions and the United States, such jurisdictions in which the Underwriters will and/or Selling Firms offer the Offered Shares provided that the Corporation is not directly or indirectly solicit offers required to purchase or sell the Purchased Shares so as to require registration of the offering of the Purchased Shares or the filing of file a prospectus under or other disclosure document or become subject to continuing obligations in such other jurisdictions, in each case in accordance with the laws provisions of any jurisdictionthis Agreement. (c) For the purposes of this AgreementSection 5, each of the Underwriters shall be entitled to assume that the Offered Shares are qualified for distribution of the Purchased Shares is qualified under the Canadian Securities Laws in each of the any Qualifying Jurisdictions Jurisdiction where a receipt or similar document for the Final Prospectus shall have been obtained from the applicable Canadian Securities RegulatorsCommissions (including a receipt for the Prospectus issued in accordance with NP 11-202) following the filing of the Prospectus unless otherwise notified in writing. (d) The obligations of Corporation, the Selling Shareholders and the Underwriters agree that Schedule “B” to this Agreement is incorporated by reference in and shall form part of this Agreement. (e) In performing their obligations under this Agreement are severalAgreement, the Underwriters shall be acting severally, and not joint jointly, nor jointly and severally. Without limiting the generality of the preceding sentence, an Underwriter will not be liable to the Selling Shareholders or joint and several. the Corporation under this Section 5 with respect to a default under this Section 5 or Schedule “B” by another Underwriter or another Underwriter’s affiliate, as the case may be. (f) No Underwriter will be liable for any act, omission, default in breach of this Section 5 to the extent that its failure to comply with this Section 5 is caused or conduct contributed to by any other Underwriter the acts or omissions of the Corporation or the Selling Shareholders or any of their respective directors, officers or employees, or reliance by the relevant Underwriter on information or advice provided to them by the Corporation or the Selling Firm appointed Shareholders or their respective advisers or on representations made by any other Underwriterinvestors.

Distribution and Certain Obligations of the Underwriters. (a) Tahoe and Goldcorp agree that The Underwriters may offer the Underwriters will be permitted to appoint other registered dealers (or other dealers duly licenced in their respective jurisdictions) as their agents to assist Debentures for sale in the Offering Qualifying Jurisdictions to the public, directly and through other investment dealers and brokers (the Underwriters, together with such other investment dealers and brokers, are referred to herein as the "Selling Group"), only as permitted by applicable Canadian Securities Laws, upon the terms and conditions set forth in this Agreement and the offer and sale of the Purchased Shares (each, a “Selling Firm”) and that the Underwriters may determine the remuneration payable to such other dealers appointed by them. Such remuneration shall be payable solely by the Underwriters. The Underwriters shall ensure that such other dealers, if any, comply with the terms of this Agreement as applicable to the Underwriters and shall be responsible for the actions of members of any Selling FirmProspectus. (b) Each Underwriter covenants, represents and warrants to Tahoe and Goldcorp that it will comply with the Applicable Securities Laws in connection with the Offering and the offer and sale of the Purchased Shares and that any offers or sales of the Purchased Shares in the United States will be conducted through the Underwriters, or one or more affiliates of the Underwriters, duly registered as a broker-dealer in compliance with applicable U.S. Securities Laws and the requirements of FINRA. Except in the Qualifying Jurisdictions and the United States, the The Underwriters will not directly or indirectly solicit offers to purchase or sell the Purchased Shares Debentures so as to require registration of the offering of the Purchased Shares thereof or the filing of a prospectus with respect thereto under the laws Laws of any jurisdictionjurisdiction (other than the Qualifying Jurisdictions) including the United States of America and will require each member of the Selling Group to agree with the Underwriters not to so solicit or sell. (c) For The Underwriters propose to offer the purposes of this Agreement, each Debentures initially at the Offer Price. After a reasonable effort has been made to sell all of the Debentures at the Offer Price, the Underwriters shall be entitled may subsequently reduce and thereafter change, from time to assume that time, the price at which the Debentures are offered to an amount not greater than the Offer Price. (d) The Underwriters will use their commercially reasonable efforts to complete, and to cause the Selling Group to complete, the distribution of the Purchased Shares is qualified under Debentures as promptly as possible and the Canadian Securities Laws Lead Underwriters will promptly notify the Corporation in writing of the completion of the distribution of the Debentures by the Selling Group. After the Time of Closing, the Underwriters will provide the Corporation with such information as it may require with respect to the proceeds realized in each of the Qualifying Jurisdictions where a receipt or similar document from the distribution of the Debentures for the Final Prospectus shall purpose of payment of filing fees and as to distribution of the Debentures for the purposes of listing the Debentures and, when issued, the Underlying Shares on the TSX. The Lead Underwriters will also promptly notify the Corporation in writing when, in their opinion, the Underwriters have ceased selling efforts, the Underwriters have terminated all stabilization arrangements related to the Debentures and the syndicate of Underwriters has been obtained from the applicable Canadian Securities Regulatorsterminated. (de) An Underwriter will not be liable to the Corporation under this Section 3 with respect to a default by another Underwriter under this Section 3. (f) The obligations of the Underwriters under this Agreement are several, and not joint to execute any certificate or joint and several. No Underwriter deliver any documents pertaining to the filing of the Prospectus Supplement or any Supplementary Material will be liable for any actconditional upon compliance by the Corporation, omissionto the date of such execution or delivery, default or conduct by any other Underwriter or any Selling Firm appointed by any other Underwriterwith each of its covenants contained in Subsections 2(d), 4(d), 5(b) and 7(a).

Distribution and Certain Obligations of the Underwriters. (a) Tahoe The Underwriters shall, and Goldcorp agree that shall require any investment dealer or broker (other than the Underwriters) with which the Underwriters will be permitted to appoint other registered dealers (or other dealers duly licenced have a contractual relationship in their respective jurisdictions) as their agents to assist in the Offering and the offer and sale respect of the Purchased Shares distribution of the Offered Debentures (each, a “Selling Firm”) and that the Underwriters may determine the remuneration payable to such other dealers appointed by them. Such remuneration shall be payable solely by the Underwriters. The Underwriters shall ensure that such other dealers, if anyagree to, comply with the terms of this Agreement as applicable to the Underwriters and shall be responsible for the actions of members of any Selling Firm. (b) Each Underwriter covenants, represents and warrants to Tahoe and Goldcorp that it will comply with the Applicable Securities Laws in connection with the Offering distribution of the Offered Debentures and shall offer the Offered Debentures for sale to the public directly and through Selling Firms upon the terms and conditions set out in the Final Prospectus and this Agreement. The Underwriters shall, and shall require any Selling Firm to, offer for sale to the public and sell the Offered Debentures, or arrange for substituted purchasers to purchase the Offered Debentures from the Corporation, only in those jurisdictions where they may be lawfully offered for sale or sold. The Underwriters shall: (i) use all reasonable efforts to complete and cause each Selling Firm to complete the distribution of the Offered Debentures as soon as reasonably practicable; and (ii) promptly notify the Corporation when, in their opinion, the Underwriters and the offer and sale Selling Firms have ceased distribution of the Purchased Shares and that any offers or sales Offered Debentures and, within 30 days of the Purchased Shares termination of the distribution, provide a breakdown of the number of Offered Debentures distributed in each of the United States will be conducted through Qualifying Jurisdictions where such breakdown is required for the Underwriterspurpose of calculating fees payable to the Securities Regulators. (b) The Underwriters shall, and shall require any Selling Firm to agree to, distribute the Offered Debentures in a manner which complies with and observes all applicable laws and regulations in each jurisdiction into and from which they may offer to sell the Offered Debentures, or one or more affiliates solicit the purchase of the UnderwritersOffered Debentures from the Corporation by substituted purchasers, duly registered as a broker-dealer or distribute the Prospectus or any Supplementary Material in compliance connection with applicable U.S. Securities Laws the distribution of the Offered Debentures and will not, directly or indirectly, offer, sell or deliver any Offered Debentures or deliver the requirements of FINRA. Except Prospectus or any Supplementary Material to any person in any jurisdiction other than in the Qualifying Jurisdictions and except in a manner which will not require the United StatesCorporation to comply with the registration, prospectus, filing, continuous disclosure or other similar requirements under the applicable securities laws of such other jurisdictions or pay any additional governmental filing fees which relate to such other jurisdictions. Subject to the foregoing, the Underwriters will not directly or indirectly solicit offers and any Selling Firm shall be entitled to purchase or offer and sell the Purchased Shares so as Offered Debentures in such other jurisdictions in accordance with any applicable securities and other laws in such jurisdictions in which the Underwriters and/or Selling Firms offer the Offered Debentures provided that the Corporation is not required to require registration file a prospectus, offering memorandum or other disclosure document or become subject to continuing obligations in such other jurisdictions in accordance with the provisions of the offering of the Purchased Shares or the filing of a prospectus under the laws of any jurisdictionthis Agreement. (c) For the purposes of this AgreementSection 3, each of the Underwriters shall be entitled to assume that the Offered Debentures are qualified for distribution of the Purchased Shares is qualified under the Canadian Securities Laws in each of the any Qualifying Jurisdictions Jurisdiction where a receipt or similar document for the Final Prospectus shall have been obtained from the applicable Canadian Securities RegulatorsRegulators (including a receipt for the Final Prospectus issued under the Passport System) following the filing of the Final Prospectus unless otherwise notified in writing. (d) The obligations of the Underwriters under this Agreement Section 3 are several, several and not joint or joint and several. No Underwriter will be liable for any act, omission, default or conduct by any other Underwriter or any Selling Firm firm appointed by any other Underwriter.

Distribution and Certain Obligations of the Underwriters. (a) Tahoe The Underwriters shall, and Goldcorp agree that shall require any investment dealer or broker (other than the Underwriters) with which the Underwriters will be permitted to appoint other registered dealers (or other dealers duly licenced have a contractual relationship in their respective jurisdictions) as their agents to assist in the Offering and the offer and sale respect of the Purchased distribution of the Offered Shares (each, a “Selling Firm”) and that the Underwriters may determine the remuneration payable to such other dealers appointed by them. Such remuneration shall be payable solely by the Underwriters. The Underwriters shall ensure that such other dealers, if anyagree to, comply with the terms of this Agreement as applicable to the Underwriters and shall be responsible for the actions of members of any Selling Firm. (b) Each Underwriter covenants, represents and warrants to Tahoe and Goldcorp that it will comply with the Applicable Securities Laws in connection with the Offering distribution of the Offered Shares and shall offer the Offered Shares for sale to the public directly and through Selling Firms upon the terms and conditions set out in the Final Prospectus and this Agreement. The Underwriters shall, and shall require any Selling Firm to, offer for sale to the public and sell the Offered Shares only in those jurisdictions where they may be lawfully offered for sale or sold. The Underwriters shall: (i) use all reasonable efforts to complete and cause each Selling Firm to complete the distribution of the Offered Shares as soon as reasonably practicable; and (ii) promptly notify the Corporation when, in their opinion, the Underwriters and the Selling Firms have ceased distribution of the Offered Shares and provide a breakdown of the number of Offered Shares distributed in each of the Qualifying Jurisdictions where such breakdown is required for the purpose of calculating fees payable to the Securities Regulators. (b) The Underwriters shall, and shall require any Selling Firm to agree to, distribute the Offered Shares in a manner which complies with and observes all applicable laws and regulations in each jurisdiction into and from which they may offer to sell the Offered Shares or distribute the Prospectus or any Supplementary Material in connection with the distribution of the Offered Shares and will not, directly or indirectly, offer, sell or deliver any Offered Shares or deliver the Prospectus or any Supplementary Material to any person in any jurisdiction other than in the Qualifying Jurisdictions except in a manner which will not require the Corporation to comply with the registration, prospectus, filing, continuous disclosure or other similar requirements under the applicable securities laws of such other jurisdictions or pay any additional governmental filing fees which relate to such other jurisdictions. Subject to the foregoing, the Underwriters and any Selling Firm shall be entitled to offer and sell the Offered Shares: (i) in the United States, solely pursuant to an applicable exemption or exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws. Any offer or sale of the Purchased Shares and that any offers or sales of the Purchased Offered Shares in the United States will be conducted through the Underwriters, or one or more affiliates made in accordance with Schedule “A” which forms part of the Underwriters, duly registered as a broker-dealer this Agreement; and (ii) in compliance such other jurisdictions in accordance with any applicable U.S. Securities Laws securities and the requirements of FINRA. Except other laws in the Qualifying Jurisdictions and the United States, such jurisdictions in which the Underwriters will and/or Selling Firms offer the Offered Shares provided that the Corporation is not directly or indirectly solicit offers required to purchase or sell the Purchased Shares so as to require registration of the offering of the Purchased Shares or the filing of file a prospectus under or other disclosure document or become subject to continuing obligations in such other jurisdictions, in each case in accordance with the laws provisions of any jurisdictionthis Agreement. (c) Any Selling Firm appointed by the Underwriters shall be compensated by the Underwriters from their compensation hereunder. The Underwriters shall use commercially reasonable efforts to ensure that any Selling Firm appointed pursuant to this Section 3 complies with the covenants and obligations of the Underwriters hereunder. (d) For the purposes of this Agreementparagraph 3, each of the Underwriters shall be entitled to assume that the Offered Shares are qualified for distribution of the Purchased Shares is qualified under the Canadian Securities Laws in each of the any Qualifying Jurisdictions Jurisdiction where a receipt or similar document for the Final Prospectus shall have been obtained from the applicable Canadian Securities RegulatorsRegulators (including a decision document for the Final Prospectus issued under the Mutual Reliance Procedures) following the filing of the Final Prospectus unless otherwise notified in writing. (de) The obligations Corporation and the Underwriters agree that the provisions of Schedule “A” to this Agreement entitled “Terms and Conditions for United States Offers and Sales”, shall apply in respect to offers and sales in the United Sates and are incorporated by reference in and shall form part of this Agreement. (f) Notwithstanding the foregoing provisions of this paragraph 3, an Underwriter will not be liable to the Corporation under this paragraph 3 with respect to a default under this paragraph 3 or Schedule “A” by another Underwriter or another Underwriter’s U.S. Affiliate, as the case may be. (g) Upon the Corporation obtaining the necessary receipts therefor from the applicable regulatory authorities in the Qualifying Jurisdictions, the Underwriters shall deliver one copy of the Underwriters under this Agreement Final Prospectus (together with any amendments thereto) to persons resident in the Qualifying Jurisdictions who are several, and not joint or joint and several. No Underwriter will be liable for any act, omission, default or conduct by any other Underwriter or any Selling Firm appointed by any other Underwriterto acquire Offered Shares.

Distribution and Certain Obligations of the Underwriters. Each Underwriter severally, and neither jointly, nor jointly and severally, covenants with the Company, that: (a) Tahoe and Goldcorp agree that the Underwriters will be permitted to appoint other registered dealers (or other dealers duly licenced in their respective jurisdictions) as their agents to assist in the Offering and the offer and sale of the Purchased Shares (each, a “Selling Firm”) and that the Underwriters may determine the remuneration payable to such other dealers appointed by them. Such remuneration shall be payable solely by the Underwriters. The Underwriters shall, and shall ensure that such other dealers, if anyrequire any Selling Firm to, comply with the terms of this Agreement as applicable to the Underwriters and shall be responsible for the actions of members of any Selling Firm. (b) Each Underwriter covenants, represents and warrants to Tahoe and Goldcorp that it will comply with the Applicable Canadian Securities Laws in connection with the Offering distribution of the Offered Securities and shall offer the Offered Securities for sale to the public directly and through Selling Firms upon the terms and conditions set out in the Prospectus and this Agreement. The Underwriters shall: (i) use all reasonable efforts to complete and to cause each Selling Firm to complete the distribution of the Offered Securities as soon as reasonably practicable; and (ii) promptly notify the Company when, in their opinion, the Underwriters and the Selling Firms have ceased distribution of the Offered Securities and provide a breakdown of the number of Offered Securities distributed in each of the Qualifying Jurisdictions where such breakdown is required for the purpose of calculating fees payable to the Securities Regulators. (b) The Underwriters shall, and shall require any Selling Firm to, offer for sale and sell the Offered Securities to U.S. Purchasers through its duly-registered U.S. Affiliates, pursuant to applicable exemptions from the registration requirements of and in accordance with the registration and qualification requirements of applicable U.S. Securities Laws. Any offer for sale or sale of the Purchased Shares and that any offers or sales of the Purchased Shares in the United States Offered Securities to U.S. Purchasers will be conducted through made solely pursuant to the UnderwritersU.S. Private Placement Memorandum and in accordance with Schedule "A" attached hereto and the Underwriters shall, and shall require any Selling Firm to, comply in respect of any such offer for sale or one sale with the U.S. Private Placement Memorandum and Schedule "A" attached hereto. (c) The Underwriters shall, and shall require any Selling Firm to, offer for sale to the public and sell the Offered Securities only in those jurisdictions where they may be lawfully offered for sale or more affiliates of sold. The Underwriters shall, and shall require any Selling Firm to, distribute the Underwriters, duly registered as Offered Securities in a broker-dealer in compliance manner which complies with applicable U.S. and observes all Canadian Securities Laws and all applicable laws and regulations in each jurisdiction into and from which they may offer to sell the requirements Offered Securities or distribute the Offering Documents in connection with the distribution of FINRA. Except the Offered Securities and will not, directly or indirectly, offer, sell or deliver any Offered Securities or deliver the Offering Documents to any person in any jurisdiction other than in the Qualifying Jurisdictions and or the United StatesStates except in a manner which will not require the Company to comply with the registration, prospectus, continuous disclosure or other similar requirements under the applicable Securities Laws of such other jurisdictions. Following the filing of the Prospectus Supplement with the Securities Regulators, the Underwriters will not directly or indirectly solicit offers to purchase or sell the Purchased Shares so as to require registration deliver one copy of the offering Prospectus, and upon the Company obtaining any necessary receipt therefor from each of the Purchased Shares or Securities Regulators, the filing of a prospectus under the laws Underwriters will deliver one copy of any jurisdictionSupplementary Material thereto, to each of the Purchasers in the Qualifying Jurisdictions. (cd) For the purposes of this AgreementSection 3, each of the Underwriters shall be entitled to assume that the Offered Securities, the Over-Allotment Option and the Broker Warrants are qualified for distribution of the Purchased Shares is qualified under the Canadian Securities Laws in each of the Qualifying Jurisdictions where a receipt or similar document for following the Final Prospectus shall have been obtained from the applicable Canadian Securities Regulators. (d) The obligations filing of the Underwriters under this Agreement are several, and not joint or joint and severalProspectus Supplement unless otherwise notified in writing. No Underwriter will shall be liable for any act, omission, to the Company under this Section 3 with respect to a default or conduct by any of the other Underwriter or any Selling Firm appointed by any other UnderwriterUnderwriters.

Distribution and Certain Obligations of the Underwriters. (a1) Tahoe and Goldcorp agree The Company agrees that the Underwriters will be permitted to appoint appoint, at their sole expense, other registered dealers (or other dealers duly licenced in their respective jurisdictions) brokers as their agents to assist in the Offering and the offer and sale distribution of the Purchased Shares Offered Securities. The Underwriters shall, and shall require any such dealer or broker, other than the Underwriters, with which the Underwriters have a contractual relationship in respect of the distribution of the Offered Securities (each, a “Selling Firm”) and that the Underwriters may determine the remuneration payable to such other dealers appointed by them. Such remuneration shall be payable solely by the Underwriters. The Underwriters shall ensure that such other dealers, if anyto, comply with applicable Canadian Securities Laws, and to the extent applicable, comply with applicable United States Securities Laws, and the terms of and conditions (including the offer price) set out in the Final Offering Documents, any Offering Document Amendment and this Agreement as applicable to the Underwriters and shall be responsible for the actions of members of any Selling Firm. (b) Each Underwriter covenants, represents and warrants to Tahoe and Goldcorp that it will comply with the Applicable Securities Laws in connection with the Offering distribution of the Offered Securities, and further, shall offer the Offered Securities for sale to the public in the Qualifying Jurisdictions directly and through the Selling Firms upon the terms and conditions (including the offer price) set out in the Offering Documents and this Agreement. Each Underwriter shall, and shall require any Selling Firm appointed by such Underwriter to, offer for sale to the public and sell the Offered Securities only in those jurisdictions where the Offered Securities may be lawfully offered for sale or sold, and agree to observe the terms and conditions of this Section 4. (2) The Underwriters shall, and shall require any Selling Firm to agree to, observe and distribute the Purchased Shares Offered Securities in a manner that complies with all applicable laws and that any regulations (including in connection with offers or and sales of the Purchased Shares in the United States will be conducted through the Underwritersor to, or one for the account or more affiliates of the Underwritersbenefit of, duly registered as a broker-dealer in compliance with applicable U.S. Securities Laws Persons, pursuant to this Agreement, Schedule “A” hereto, and the requirements of FINRA. Except in the Qualifying Jurisdictions and the United States, the Underwriters will not directly or indirectly solicit offers to purchase or sell the Purchased Shares so as to require registration of the offering of the Purchased Shares or the filing of a prospectus under the laws of all applicable U.S. states) in each jurisdiction into and from which they may offer to sell the Offered Securities or distribute the Final Offering Documents, as applicable, in connection with the distribution of the Offered Securities and will not, and will require any Selling Firm not to, directly or indirectly, offer, sell or deliver any Offered Securities or Final Offering Documents or any other document (including, for greater certainty, the marketing materials) to any person in any jurisdiction, except in a manner which will not require the Company to comply with the registration, prospectus, continuous disclosure, filing or other similar requirements under the applicable securities laws of any jurisdictions (other than the Qualifying Jurisdictions). (c3) The Company acknowledges and agrees that the Underwriters are acting severally and not jointly (nor jointly and severally) in performing their respective obligations under this Agreement (including obligations under any Schedules to this Agreement) and no Underwriter shall be liable for any act, omission or conduct by any other Underwriter or Selling Firm appointed by any other Underwriter. Each Underwriter agrees that it shall be severally responsible for the compliance by any Selling Firm appointed by such Underwriter with the provisions of this Agreement. (4) For the purposes of this AgreementSection 4, each of the Underwriters shall be entitled to assume that the Offered Securities are qualified for distribution of the Purchased Shares is qualified under the Canadian Securities Laws in each of the any Qualifying Jurisdictions Jurisdiction where a receipt or similar document for the Final Base Shelf Prospectus shall have has been obtained from the applicable Canadian Securities RegulatorsRegulator and the Prospectus Supplement is filed. For greater certainty, the Underwriters acknowledge and agree that the Prospectus will not qualify the distribution of any Offered Securities in the United States to, or for the account or benefit of, U.S. Persons, and any such Offered Securities will only be offered and sold in compliance with this Agreement and Schedule “A” hereto. (d5) The obligations Company acknowledges that ATB and/or Echelon shall, in its sole discretion and without notice to or consent of the Underwriters Company, be entitled to assign its underwriting commitment under this Agreement are several, and not joint to any affiliate or joint and several. No Underwriter will be liable for any act, omission, default or conduct by any other Underwriter or any Selling Firm appointed by any other Underwritersubsidiary of ATB and/or Echelon.

Distribution and Certain Obligations of the Underwriters. (a1) Tahoe and Goldcorp agree The Company agrees that the Underwriters will be permitted to appoint appoint, at their sole expense, other registered dealers (or other dealers duly licenced in their respective jurisdictions) brokers as their agents to assist in the Offering and the offer and sale distribution of the Purchased Shares Securities. The Underwriters shall, and shall require any such dealer or broker, other than the Underwriters, with which the Underwriters have a contractual relationship in respect of the distribution of the Securities (each, a “Selling Firm”) and that the Underwriters may determine the remuneration payable to such other dealers appointed by them. Such remuneration shall be payable solely by the Underwriters. The Underwriters shall ensure that such other dealers, if anyto, comply with the terms of this Agreement as applicable to the Underwriters Canadian Securities Laws and shall be responsible for the actions of members of any Selling Firm. (b) Each Underwriter covenants, represents and warrants to Tahoe and Goldcorp that it will comply with the Applicable United States Securities Laws in connection with the Offering distribution of the Securities and shall offer the Securities for sale to the public in the Qualifying Jurisdictions directly and through the Selling Firms upon the terms and conditions (including the offer price) set out in the Offering Documents and this Agreement. The Underwriters shall, and shall require any Selling Firm to, offer for sale of to the Purchased Shares public and sell the Securities only in those jurisdictions where the Securities may be lawfully offered for sale or sold. (2) The Underwriters shall, and shall require any Selling Firm to agree to, observe and distribute the Securities in a manner that any complies with all applicable laws and regulations (including in connection with offers or and sales of the Purchased Shares in the United States will be conducted through the Underwriters, or one or more affiliates of the Underwriters, duly registered as a broker-dealer in compliance with applicable U.S. Securities Laws pursuant to Rule 144A and the requirements of FINRA. Except in the Qualifying Jurisdictions and the United States, the Underwriters will not directly or indirectly solicit offers pursuant to purchase or sell the Purchased Shares so as to require registration of the offering of the Purchased Shares or the filing of a prospectus under the laws of any applicable U.S. states) in each jurisdiction into and from which they may offer to sell the Securities or distribute the Final Offering Documents, as applicable, in connection with the distribution of the Securities and will not, and will require any Selling Firm not to, directly or indirectly, offer, sell or deliver any Securities or Final Offering Documents or any other document (including, for greater certainty, the marketing materials) to any person in any jurisdiction, except in a manner which will not require the Company to comply with the registration, prospectus, continuous disclosure, filing or other similar requirements under the applicable securities laws of any jurisdictions (other than the Qualifying Jurisdictions). (c3) The Company acknowledges and agrees that the Underwriters are acting severally and not jointly (nor jointly and severally) in performing their respective obligations under this Agreement (including obligations under any Schedules to this Agreement) and no Underwriter shall be liable for any act, omission or conduct by any other Underwriter or Selling Firm appointed by any other Underwriter. (4) For the purposes of this AgreementSection 4, each of the Underwriters shall be entitled to assume that the Securities are qualified for distribution of the Purchased Shares is qualified under the Canadian Securities Laws in each of the any Qualifying Jurisdictions Jurisdiction where a receipt or similar document for the Final Prospectus shall have been obtained obtained, or deemed to have been obtained, from the applicable Canadian Securities Regulators. (d) The obligations Regulator following the filing of the Prospectus in each of the Qualifying Jurisdictions. For greater certainty, the Underwriters acknowledge and agree that the Prospectus will not qualify the distribution of any Offered Shares in the United States to, or for the account or benefit of, U.S. Persons, and any such Offered Shares will only be offered and sold to persons who are reasonably believed to be Qualified Institutional Buyers by certain of the Underwriters (or their U.S. Affiliates) pursuant to the U.S. Offering Memorandum in a private resale offering pursuant to Rule 144A. (5) The Company acknowledges that the Lead Underwriter shall, in its sole discretion and without notice to or consent of the Company, be entitled to assign its underwriting commitment under this Agreement are several, and not joint to any affiliate or joint and several. No Underwriter will be liable for any act, omission, default or conduct by any other Underwriter or any Selling Firm appointed by any other Underwriter.subsidiary of Canaccord Genuity Inc.

Distribution and Certain Obligations of the Underwriters. (a) Tahoe and Goldcorp agree that the Underwriters will be permitted to appoint other registered dealers (or other dealers duly licenced in their respective jurisdictions) as their agents to assist in the Offering and the offer and sale of the Purchased Shares (each, a “Selling Firm”) and that the Underwriters may determine the remuneration payable to such other dealers appointed by them. Such remuneration shall be payable solely by the Underwriters. The Underwriters shall, and shall ensure that such other dealers, if anyrequire any Selling Firm to agree to, comply with the terms of this Agreement as applicable to the Underwriters and shall be responsible for the actions of members of any Selling Firm. (b) Each Underwriter covenants, represents and warrants to Tahoe and Goldcorp that it will comply with the Applicable Securities Laws in connection with the distribution of the Offered Shares and shall offer the Offered Shares for sale to the public directly and through Selling Firms upon the terms and conditions set out in the Offering Documents and this Agreement, including Schedule “A” hereto. The Underwriters shall, and shall require any Selling Firm to, offer for sale to the public and sell the Offered Shares only in those jurisdictions where they may be lawfully offered for sale or sold. The Underwriters shall: (i) use all commercially reasonable efforts to complete and cause each Selling Firm to complete the distribution of the Offered Shares as soon as reasonably practicable; and (ii) promptly notify the Corporation when, in their opinion, the Underwriters and the Selling Firms have ceased distribution of the Offered Shares and provide a breakdown of the number of Offered Shares distributed in each of the Qualifying Provinces where such breakdown is required for the purpose of calculating fees payable to the Canadian Securities Regulators. (b) The Underwriters shall, and shall require any Selling Firm to agree to, distribute the Offered Shares in a manner which complies with and observes all applicable Laws in each jurisdiction into and from which they may offer to sell the Offered Shares or distribute the Offering Documents in connection with the distribution of the Offered Shares and will not, directly or indirectly, offer, sell or deliver any Offered Shares or deliver the Offering Documents to any person in any jurisdiction other than the Qualifying Provinces except in a manner which will not require the Corporation to comply with the registration, prospectus, filing, continuous disclosure or other similar requirements under the applicable securities laws of such other jurisdictions or pay any additional governmental filing fees (other than any filing fees required to comply with state securities or “blue sky” laws in the United States) which relate to such other jurisdictions. Subject to the foregoing, the Underwriters and any Selling Firm shall be entitled to offer and sale of sell the Purchased Shares and that any offers or sales of the Purchased Offered Shares in the United States will be conducted through solely pursuant to the Underwriters, or one or more affiliates exemption from the registration requirements of the Underwriters, duly registered as a broker-dealer in compliance with applicable U.S. Securities Laws Act provided by Rule 144A and similar exemptions under applicable United States state securities laws, and in other international jurisdictions in accordance with any applicable securities and other laws in the jurisdictions in which the Underwriters and/or Selling Firms offer the Offered Shares. Any offer or sale of the Offered Shares shall be made in accordance with the terms and conditions set out in Schedule “A” to this Agreement, which terms and conditions and the requirements of FINRA. Except in the Qualifying Jurisdictions representations, warranties and the United States, the Underwriters will not directly or indirectly solicit offers to purchase or sell the Purchased Shares so as to require registration covenants of the offering parties therein, are hereby incorporated by reference into and form part of the Purchased Shares or the filing of a prospectus under the laws of any jurisdictionthis Agreement. (c) For the purposes of this AgreementSection 4, each of the Underwriters shall be entitled to assume that the Offered Shares are qualified for distribution of the Purchased Shares is qualified under the Canadian Securities Laws in each of the any Qualifying Jurisdictions Province where a receipt or similar document for the Final Prospectus shall have been obtained from the applicable Principal Regulator issued under the Passport System and NP 11-202 evidencing that a receipt has been issued for the Final Prospectus by or on behalf of each of the Canadian Securities RegulatorsRegulators following the filing of the Final Prospectus, unless otherwise notified by the Corporation in writing. (d) The obligations Notwithstanding the foregoing provisions of this Section 4, an Underwriter will not be liable to the Underwriters Corporation under this Agreement are several, and not joint Section 4 with respect to a default under this Section 4 or joint and several. No Underwriter will be liable for any act, omission, default or conduct Schedule “A” by any the other Underwriter or any the other Underwriter’s duly registered broker-dealer affiliate in the United States (the “U.S. Affiliate”) or a Selling Firm appointed by any the other Underwriter, as the case may be, if the first Underwriter is not itself in default.