Common use of Expenses of the Offering Clause in Contracts

Expenses of the Offering. Whether or not the transactions herein contemplated are completed, all costs and expenses of or incidental to the issue and offering of the Offered Securities shall be borne by the Corporation, including, without limitation, expenses payable in connection with the qualification of the Offered Securities for Distribution in the Qualifying Jurisdictions; the preparation, printing, issuance and delivery of certificates for the Offered Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Offered Securities; the travel, transportation and other expenses in connection with roadshows, marketing activities and presentations to prospective purchasers of the Offered Securities; all other costs and expenses of the Corporation and its representatives incidental to the performance by the Corporation of its obligations hereunder; the fees, disbursements and expenses of the Corporation’s counsel and auditors; listing fees; all costs incurred in connection with the preparation, translation, printing, filing and delivery of the Base Shelf Prospectus, the Prospectus Supplement, the U.S. Memorandum, any marketing materials and any Amendment or supplement to any of them; and taxes on all of the foregoing. The Underwriters will be responsible for fees and disbursements of the Underwriters’ legal counsel and the Underwriters’ out-of-pocket expenses, provided, however, that if the Offering is not completed due to any failure by the Corporation to comply with the terms of this Agreement, the Corporation shall reimburse the Underwriters for the reasonable fees and disbursements of the Underwriters’ legal counsel.

Expenses of the Offering. Whether or not the transactions herein contemplated are shall be completed, except as hereinafter specifically provided, all costs and expenses of or incidental to the authorization, allotment and issue and offering of the Offered Securities shall be borne by the Corporation, Shares and all expenses of or incidental to all other matters in connection with such transactions including, without limitation, listing fees, expenses payable in connection with the qualification of the Offered Securities Shares for Distribution in sale to the Qualifying Jurisdictions; public, the preparation, printing, issuance fees and delivery expenses of certificates counsel for the Offered SecuritiesCompany, including any stamp or transfer taxes in connection with the original issuance all fees and sale expenses of the Offered Securities; the travellocal counsel, transportation and other expenses in connection with roadshows, marketing activities and presentations to prospective purchasers of the Offered Securities; all other costs fees and expenses of the Corporation Company's auditors, all costs relating to information meetings (including roadshow expenses), all filing and its representatives incidental to the performance by the Corporation of its obligations hereunder; the fees, disbursements listing fees and expenses of the Corporation’s counsel and auditors; listing fees; all costs incurred in connection with the preparation, translationprinting and filing of, printingand any costs associated with electronic delivery by the Underwriters to investors of, the Registration Statement, (including financial statements and exhibits and the Form F-X), Canadian Preliminary Prospectus, Preliminary Prospectus, Canadian Prospectus, U.S. Prospectus, Supplementary Material, any Permitted Free Writing Prospectus and share certificates representing the Shares, filing and delivery of fees incident to (including the Base Shelf Prospectus, the Prospectus Supplement, the U.S. Memorandum, any marketing materials and any Amendment or supplement to any of them; and taxes on all of the foregoing. The Underwriters will be responsible for reasonable fees and disbursements of counsel to the Underwriters in connection with) the review by the National Association of Securities Dealers, Inc. of the terms of the sale of the Shares, fees and expenses of the transfer agent and registrar for the Shares (but excluding the fees of the Underwriters’ legal counsel ' and any out-of-pocket expenses of the Underwriters’ ) shall be borne by and be for the account of the Company, provided that if this agreement is terminated in accordance with the provisions of subparagraph 6(a)(i) and paragraph 6(b), the Company shall reimburse the Underwriters for all of their out-of-pocket expenses, provided, however, that if the Offering is not completed due to any failure by the Corporation to comply with the terms of this Agreement, the Corporation shall reimburse the Underwriters for including the reasonable fees and disbursements of counsel for the Underwriters’ legal counsel.

Expenses of the Offering. Whether or not the transactions herein contemplated are shall be completed, except as hereinafter specifically provided, all costs and expenses of or incidental to the authorization, allotment and issue and offering of the Offered Securities shall be borne by the Corporation, Shares and all expenses of or incidental to all other matters in connection with such transactions including, without limitation, listing fees, expenses payable in connection with the qualification of the Offered Securities Shares for Distribution in sale to the Qualifying Jurisdictions; public, the preparation, printing, issuance reasonable fees and delivery expenses of certificates counsel for the Offered SecuritiesCompany, including any stamp or transfer taxes in connection with the original issuance all reasonable fees and sale expenses of the Offered Securities; the travellocal counsel, transportation and other expenses in connection with roadshows, marketing activities and presentations to prospective purchasers of the Offered Securities; all other costs reasonable fees and expenses of the Corporation Company’s auditors, all reasonable costs relating to information meetings (including roadshow expenses), all filing and its representatives incidental to the performance by the Corporation of its obligations hereunder; the fees, disbursements listing fees and expenses of the Corporation’s counsel and auditors; listing fees; all costs incurred in connection with the preparation, translationprinting and filing of, printingand any costs associated with electronic delivery by the Underwriters to investors of, filing the Registration Statement, Canadian Preliminary Prospectus, U.S. Preliminary Prospectus, Canadian Prospectus, U.S. Prospectus, Supplementary Material and delivery any Permitted Free Writing Prospectus, fees and expenses of the Base Shelf Prospectus, transfer agent and registrar for the Prospectus Supplement, Shares shall be borne by and be for the U.S. Memorandum, any marketing materials and any Amendment or supplement to any of them; and taxes on all account of the foregoingCompany, provided that the Company shall only be responsible for up to US$125,000 of the legal fees of Underwriters’ Counsel (exclusive of disbursements and applicable taxes). The Lead Underwriter shall be entitled to not less than 65% of the aggregate fees payable to all agents or underwriters in connection with the Offering. The aggregate amount of expenses reimbursed to the Underwriters will be responsible in connection with the Offering (other than reimbursement for fees and disbursements of the Underwriters’ legal counsel Counsel), including, without limitation, payments for any taxes, disbursements and the Underwriters’ out-of-pocket roadshow expenses, provided, however, shall not exceed US$25,000. The foregoing caps to the fees and expenses are subject to adjustment in the event that if the Offering is not completed due Underwriters elect to acquire the Option Shares; provided that any failure by such adjustment shall be agreeable to the Corporation to Company (acting reasonably) and comply with the terms of this Agreement, the Corporation shall reimburse the Underwriters for the reasonable fees applicable FINRA rules and disbursements of the Underwriters’ legal counselrequirements.

Expenses of the Offering. Whether or not the transactions herein contemplated are shall be completed, except as hereinafter specifically provided, all costs and expenses of or incidental to the authorization, allotment and issue and offering of the Offered Securities shall be borne by the Corporation, Shares and all expenses of or incidental to all other matters in connection with such transactions including, without limitation, listing fees, expenses payable in connection with the qualification of the Offered Securities Shares for Distribution in sale to the Qualifying Jurisdictions; public, the preparation, printing, issuance reasonable fees and delivery expenses of certificates counsel for the Offered SecuritiesCompany, including any stamp or transfer taxes in connection with the original issuance all reasonable fees and sale expenses of the Offered Securities; the travellocal counsel, transportation and other expenses in connection with roadshows, marketing activities and presentations to prospective purchasers of the Offered Securities; all other costs reasonable fees and expenses of the Corporation Company’s auditors, all reasonable costs relating to information meetings (including roadshow expenses), all filing and its representatives incidental to the performance by the Corporation of its obligations hereunder; the fees, disbursements listing fees and expenses of the Corporation’s counsel and auditors; listing fees; all costs incurred in connection with the preparation, translationprinting and filing of, printingand any costs associated with electronic delivery by the Underwriters to investors of, filing the Registration Statement, Canadian Preliminary Prospectus, U.S. Preliminary Prospectus, Canadian Prospectus, U.S. Prospectus, Supplementary Material and delivery any Permitted Free Writing Prospectus, fees and expenses of the Base Shelf Prospectus, transfer agent and registrar for the Prospectus Supplement, Shares shall be borne by and be for the U.S. Memorandum, any marketing materials and any Amendment or supplement to any of them; and taxes on all account of the foregoingCompany, provided that the Company shall only be responsible for up to US$110,000 of the legal fees of Underwriters’ Counsel (exclusive of disbursements and applicable taxes). The aggregate amount of expenses reimbursed to the Underwriters will be responsible in connection with the Offering (other than reimbursement for fees and disbursements of the Underwriters’ legal counsel Counsel), including, without limitation, payments for any taxes, disbursements and the Underwriters’ out-of-pocket roadshow expenses, provided, however, shall not exceed US$5,200. The foregoing caps to the fees and expenses are subject to adjustment in the event that if the Offering is not completed due Underwriters elect to acquire the Option Shares; provided that any failure by the Corporation to such adjustment shall comply with the terms of this Agreement, the Corporation shall reimburse the Underwriters for the reasonable fees applicable FINRA rules and disbursements of the Underwriters’ legal counselrequirements.

Expenses of the Offering. Whether or not the transactions herein contemplated are shall be completed, except as hereinafter specifically provided, all costs and expenses of or incidental to the issue creation, authorization, allotment, issue, delivery and offering marketing of the Offered Securities shall be borne by the Corporation, Convertible Debentures and all expenses of or incidental to all other matters in connection with such transactions including, without limitation, listing fees, expenses payable in connection with the qualification of the Offered Securities Convertible Debentures for Distribution in sale to the Qualifying Jurisdictions; public, printing and translation, costs of the preparationcertificates, printingfees of the transfer agent and registrar, issuance as the case may be, the fees and delivery expenses of certificates counsel for the Offered SecuritiesCompany, including any stamp or transfer taxes in connection with the original issuance fees and sale expenses of the Offered Securities; the travelUnderwriters' counsel all fees and expenses of local counsel, transportation and other expenses in connection with roadshows, marketing activities and presentations to prospective purchasers of the Offered Securities; all other costs fees and expenses of the Corporation Company's auditors and its representatives incidental predecessor auditors, all costs relating to the performance by the Corporation of its obligations hereunder; the fees, disbursements information meetings and expenses of the Corporation’s counsel and auditors; listing fees; all costs incurred in connection with the preparation, translation, printing, filing preparation and delivery printing of the Base Shelf Prospectus, Supplementary Material and U.S. Private Placement Memorandum and definitive certificate representing the Prospectus SupplementConvertible Debentures, shall be borne by and be for the U.S. Memorandum, any marketing materials and any Amendment or supplement to any of them; and taxes on all account of the foregoing. The Underwriters will Company; provided that the Company shall be responsible for 50% of the total fees and disbursements of the Underwriters’ ' legal counsel and the Underwriters’ all out-of-pocket expensesexpenses of the Underwriters, providedsubject to a maximum of $100,000. In addition, however, that if in the Offering is event the transactions herein contemplated are not completed due to any as a result of the Company's failure by the Corporation to comply with the terms of this Agreementagreement, the Corporation shall reimburse out-of-pocket expenses of the Underwriters for (including all of the reasonable fees and disbursements of Underwriters' counsel) shall be borne by and be for the Underwriters’ legal counselaccount of the Company.