Common use of Obligation of Underwriters to Purchase Clause in Contracts

Obligation of Underwriters to Purchase. The obligation of the Underwriters to purchase the Underwritten Securities or the Optional Securities, as the case may be, shall be several and not joint or joint and several and shall be limited as regards each Underwriter to the percentage of the Underwritten Securities or the Optional Securities, as the case may be, set out opposite the name of such Underwriters respectively below: CIBC World Markets Inc. 32.0% TD Securities Inc. 22.5% Scotia Capital Inc. 18.0% BMO Nesbitt Burns Inc. 10.0% Xxxxxxxl Xxxx Financial Inc. 10.0% Griffiths McBurney & Partners 7.5% ---------- 100% If an Underwriter (a "REFUSING UNDERWRITER") does not complete the purchase and sale of the Underwritten Securities or the Optional Securities, as the case may be, that Underwriter has agreed to purchase under this Agreement (other than in accordance with paragraph 10) the ("DEFAULTED SECURITIES"), CIBC World Markets may delay the closing date for not more than five (5) days and the remaining Underwriters (the "CONTINUING UNDERWRITERS") will be entitled, at their option, to purchase all but not less than all of the Defaulted Securities pro rata according to the number of Underwritten Securities or Optional Securities, as the case may be, to have been acquired by the Continuing Underwriters under this Agreement or in any proportion agreed upon, in writing, by the Continuing Underwriters. If no such arrangement has been made and the number of Defaulted Securities to be purchased by the Refusing Underwriter(s) does not exceed 10% of the Underwritten Securities or the Optional Securities, as the case may be, the Continuing Underwriters will be obligated to purchase the Defaulted Securities on the terms set out in this Agreement in proportion to their obligations under this Agreement. If the number of Defaulted Securities to be purchased by Refusing Underwriters exceeds 10% of the Underwritten Securities or the Optional Securities, as the case may be, the Continuing Underwriters will not be obligated to purchase the Defaulted Securities and, if the Continuing Underwriters do not elect to purchase the Defaulted Securities: (a) the Continuing Underwriters will not be obligated to purchase any of the Underwritten Securities or the Optional Securities, as the case may be; (b) the Corporation will not be obliged to sell less than all of the Purchased Securities; 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 Underwriters, except pursuant to the provisions of paragraphs 11, 12, 14 and 26.

Obligation of Underwriters to Purchase. The obligation of the Underwriters to purchase the Underwritten Securities or Offered Units and to offer and purchase the Optional SecuritiesFlow-Through Shares, as the case may beif any, shall be several and not joint or joint and several and shall be limited as regards each Underwriter to the percentage of the Underwritten Securities or Offered Units and the Optional Securities, as the case may be, Flow-Through Shares set out opposite the name of such Underwriters respectively Underwriter below: BMO Xxxxxxx Xxxxx Inc. 35% Canaccord Capital Corporation 35% Xxxxxxx Xxxxx Ltd. 10% GMP Securities Ltd. 5% Xxxxxxx Securities Inc. 5% Westwind Partners Inc. 5% CIBC World Markets Inc. 32.02.5% TD Orion Securities Inc. 22.52.5% Scotia Capital Inc. 18.0% BMO Nesbitt Burns Inc. 10.0% Xxxxxxxl Xxxx Financial Inc. 10.0% Griffiths McBurney & Partners 7.5% ---------- 100% If an Each Underwriter (a "REFUSING UNDERWRITER") does not complete the purchase and sale of the Underwritten Securities shall have no obligation or the Optional Securities, as the case may be, that Underwriter has agreed to purchase under this Agreement (other than in accordance with paragraph 10) the ("DEFAULTED SECURITIES"), CIBC World Markets may delay the closing date for not more than five (5) days and the remaining Underwriters (the "CONTINUING UNDERWRITERS") will be entitled, at their option, to purchase all but not less than all of the Defaulted Securities pro rata according to the number of Underwritten Securities or Optional Securities, as the case may be, to have been acquired by the Continuing Underwriters under this Agreement or in any proportion agreed upon, in writing, by the Continuing Underwriters. If no such arrangement has been made and the number of Defaulted Securities to be purchased by the Refusing Underwriter(s) does not exceed 10% of the Underwritten Securities or the Optional Securities, as the case may be, the Continuing Underwriters will be obligated to purchase the Defaulted Securities on the terms set out in this Agreement in proportion to their obligations under this Agreement. If the number of Defaulted Securities to be purchased by Refusing Underwriters exceeds 10% of the Underwritten Securities or the Optional Securities, as the case may be, the Continuing Underwriters will not be obligated to purchase the Defaulted Securities and, if the Continuing Underwriters do not elect to purchase the Defaulted Securities: (a) the Continuing Underwriters will not be obligated right to purchase any of the Underwritten Securities Flow-Through Shares to be offered by it as allocated above, unless such Underwriter fails to obtain subscriptions for such Flow-Through Shares within the time required hereunder. Subject to Section 15(b), if any Underwriter fails to purchase its applicable percentage of the Offered Units or to offer and purchase its applicable percentage of Flow-Through Shares at the Optional SecuritiesClosing Time the remaining Underwriters shall have the right, as the case may be; (b) the Corporation will but shall not be obliged obligated, to sell less purchase such Offered Units or to offer and purchase such Flow-Through Shares, and if more than all one of the Purchased Securities; and (c) remaining Underwriters exercises such right, each of the Corporation will Underwriters that does so shall be entitled to terminate purchase that percentage of the unpurchased Offered Units or to offer and purchase that percentage of the unpurchased Flow-Through Shares that is equal to the percentage determined by dividing the number of the Offered Units or Flow-Through Shares initially offered or purchased, as applicable, by that Underwriter by the total number of Offered Units or Flow-Through Shares offered or purchased. In the event that such right is not exercised, the Underwriters which are not in default shall be relieved of all obligations to the Corporation. Nothing in this paragraph shall relieve from liability to the Corporation the Underwriter which shall be so in default. In the event of a termination by the Corporation of its obligations under this Agreement arising from its acceptance of this offerAgreement, in which event there will shall be no further liability on the part of the Corporation or the Continuing Underwriters, except pursuant to the provisions Underwriters except in respect of paragraphs any liability which may have arisen or may arise under Sections 11, 12, 14 12 and 2614. Nothing in this Agreement shall obligate a U.S. broker-dealer affiliate of any of the Underwriters to purchase Offered Units. Any U.S. broker-dealer that makes offers and sales of the Offered Units to U.S. persons will do so only as an agent for an Underwriter.

Obligation of Underwriters to Purchase. The obligation of the Underwriters to purchase the Underwritten Offered Securities or at the Optional SecuritiesOffering Closing Time and at the Additional Offering Closing Time, as the case may beif applicable, shall be several and several, not joint or joint and several joint, and shall be limited as regards each Underwriter to the percentage following percentages of the Underwritten aggregated number of Offered Securities or the Optional Securities, as the case may be, set out opposite the name of such Underwriters respectively belowto be purchased at that time: CIBC World Markets Inc. 32.040% TD National Bank Financial Inc. 20% RBC Dominion Securities Inc. 22.520% Scotia Capital Inc. 18.020% BMO Nesbitt Burns Inc. 10.0% Xxxxxxxl Xxxx Financial Inc. 10.0% Griffiths McBurney & Partners 7.5% ---------- --- 100% === If an Underwriter (a "REFUSING UNDERWRITER") does not complete the purchase and sale any one or more of the Underwritten Underwriters shall not purchase its applicable percentage of the Offered Securities or at the Optional SecuritiesOffering Closing Time, as and at the case may beAdditional Offering Closing Time, that Underwriter has agreed to purchase under this Agreement (other than in accordance with paragraph 10) if applicable, the ("DEFAULTED SECURITIES")others shall have the right, CIBC World Markets may delay the closing date for but shall not more than five (5) days and the remaining Underwriters (the "CONTINUING UNDERWRITERS") will be entitled, at their optionobligated, to purchase all but not less than all of the Defaulted percentage of the Offered Securities which would otherwise have been purchased by such one or more of the Underwriters; the Underwriters exercising such right shall purchase such Offered Securities pro rata according to their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event such right is not exercised, the Underwriters which are not in default shall be entitled by written notice to the number of Underwritten Securities or Optional Securities, as the case may be, Corporation to have been acquired by the Continuing Underwriters under terminate this Agreement or in any proportion agreed upon, in writing, by the Continuing Underwriterswithout liability. If no such arrangement has been made and the number of Defaulted Securities to be purchased by the Refusing Underwriter(s) does not exceed 10% none of the Underwritten Securities or the Optional Securities, as the case may beother Underwriters exercises such right, the Continuing Underwriters will be obligated to purchase the Defaulted Securities on the terms set out in this Agreement in proportion to their obligations under this Agreement. If the number of Defaulted Securities to be purchased by Refusing Underwriters exceeds 10% of the Underwritten Securities or the Optional Securities, as the case may be, the Continuing Underwriters will not be obligated to purchase the Defaulted Securities and, if the Continuing Underwriters do not elect to purchase the Defaulted Securities: (a) the Continuing Underwriters will not be obligated to purchase any of the Underwritten Securities or the Optional Securities, as the case may be; (b) the Corporation will not be obliged to sell less than all of the Purchased Securities; and (c) the Corporation will shall be entitled to terminate its obligations under this Agreement arising from (except for its acceptance liabilities under paragraphs 10, 11 and 12) and such other Underwriters shall be relieved of this offer, in all of their obligations to the Corporation hereunder. An Underwriter which event there will be no further liability on the part stands ready to purchase its percentage as stipulated above of the aggregate number of Offered Securities to be purchased by the Underwriters under this Agreement will have no liability to the Corporation if another Underwriter defaults in its obligation to purchase its percentage of such Offered Securities. Nothing in this paragraph shall oblige the Corporation to sell less than all of the Offered Securities or prejudice or limit any rights which the Corporation may have against a defaulting Underwriter or the Continuing Underwriters, except pursuant to the provisions of paragraphs 11, 12, 14 and 26rights any Underwriter may have against any other Underwriter.

Obligation of Underwriters to Purchase. The obligation of the Underwriters to purchase the Underwritten Securities or the Optional Securities, as the case may be, Subscription Receipts shall be several and not joint or joint and several and shall be limited as regards each Underwriter to the percentage of the Underwritten Securities or the Optional Securities, as the case may be, Subscription Receipts set out opposite the name of such Underwriters respectively Underwriter below: CIBC World Markets GMP Securities L.P. 35.0% BMO Xxxxxxx Xxxxx Inc. 32.025.0% TD Canaccord Genuity Corp. 8.0% Clarus Securities Inc. 22.58.0% Scotia RBC Dominion Securities Inc. 5.0% M Partners Inc. 4.0% Dundee Securities Ltd. 2.0% HSBC Securities (Canada) Inc. 2.0% Mackie Research Capital Corporation 2.0% National Bank Financial Inc. 2.0% Paradigm Capital Inc. 18.02.0% BMO Nesbitt Burns PI Financial Corp. 2.0% Xxxxxx & Xxxxxxx a unit of X.X. Xxxxxxxxxx & Co., LLC 2.0% Xxxxxxx Securities Inc. 10.01.0% Xxxxxxxl Xxxx Financial Inc. 10.0% Griffiths McBurney & Partners 7.5% ---------- 100% If an Subject to Section 14(b), if any Underwriter fails to purchase its applicable percentage of Subscription Receipts at the Closing Time as set forth above (the “Defaulted Securities”), and such failure to purchase shall constitute a "REFUSING UNDERWRITER"default by such Underwriter in the performance of its obligations under this Agreement, the Underwriters which are not so in default shall be relieved of all obligations to the Corporation and shall be entitled to either (i) does not complete take up and pay for the purchase and sale of the Underwritten Securities or the Optional Defaulted Securities, in which case the non-defaulting Underwriters shall have the right to postpone the Closing Time for such period, not exceeding three Business Days, as it shall determine and notify the case Corporation in order that the required changes, if any, to the documents or other arrangements as may bebe effected, that Underwriter has or (ii) terminate their obligations to purchase their applicable percentage of Subscription Receipts agreed to purchase under be purchased by them as set forth above. Nothing in this Agreement (other than in accordance with paragraph 10) shall obligate the ("DEFAULTED SECURITIES"), CIBC World Markets may delay the closing date for not more than five (5) days Corporation to sell any Subscription Receipts unless all and the remaining Underwriters (the "CONTINUING UNDERWRITERS") will be entitled, at their option, to purchase all but not less than all of the Defaulted Securities pro rata according to the number of Underwritten Securities or Optional Securities, as the case may be, to have been acquired by the Continuing Underwriters under this Agreement or in any proportion Subscription Receipts agreed upon, in writing, by the Continuing Underwriters. If no such arrangement has been made and the number of Defaulted Securities to be purchased are purchased by the Refusing Underwriter(s) does not exceed 10% of the Underwritten Securities or the Optional Securities, as the case may be, the Continuing Underwriters will be obligated to purchase the Defaulted Securities on the terms set out and nothing in this Agreement will relieve any Underwriter which is in proportion default from liability for its default to their the Corporation or the other Underwriter. In the event of a termination by the Corporation of its obligations under this Agreement. If the number of Defaulted Securities to be purchased by Refusing Underwriters exceeds 10% of the Underwritten Securities or the Optional Securities, as the case may be, the Continuing Underwriters will not be obligated to purchase the Defaulted Securities and, if the Continuing Underwriters do not elect to purchase the Defaulted Securities: (a) the Continuing Underwriters will not be obligated to purchase any of the Underwritten Securities or the Optional Securities, as the case may be; (b) the Corporation will not be obliged to sell less than all of the Purchased Securities; 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 shall be no further liability on the part of the Corporation or the Continuing Underwriters, except pursuant to the provisions Underwriters except in respect of paragraphs 11any liability which may have arisen or may arise under Sections 13, 12, 14 17 and 2618. Nothing in this Agreement shall obligate a U.S. Affiliate of any of the Underwriters to purchase Subscription Receipts. Any U.S. broker-dealer that makes offers and sales of the Subscription Receipts will do so only as an agent for an Underwriter.

Obligation of Underwriters to Purchase. The obligation of the Underwriters to purchase the Underwritten Purchased Securities or the Optional Securities, as the case may be, shall be several and not joint or joint and several and shall be limited as regards each Underwriter to the percentage of the Underwritten Purchased Securities or the Optional Securities, as the case may be, set out opposite the name of such Underwriters respectively Underwriter below: CIBC World BMO Xxxxxxx Xxxxx Inc. 40 % Wellington West Capital Markets Inc. 32.020 % National Bank Financial Inc. 10 % RBC Dominion Securities Inc. 10 % TD Securities Inc. 22.510 % Scotia Capital Inc. 18.05 % BMO Nesbitt Burns Inc. 10.0Canaccord Genuity Corp. 2.5 % Xxxxxxxl Xxxx Financial Inc. 10.0Xxxxxxx Xxxxx Ltd. 2.5 % Griffiths McBurney & Partners 7.5100 % ---------- 100% If an Each Underwriter (a "REFUSING UNDERWRITER") does not complete the shall have no obligation to purchase and sale any of the Underwritten Securities or the Optional SecuritiesFlow-Through Shares to be offered by it as allocated above, as the case may be, that Underwriter has agreed and shall only be obligated to purchase under Purchased Securities in the form of Common Shares. Subject to section 15(b) of this Agreement Agreement, if any Underwriter fails to purchase its applicable percentage of Purchased Securities (other than in accordance with paragraph 10the “Defaulted Securities”) at the ("DEFAULTED SECURITIES"), CIBC World Markets may delay the closing date for not more than five (5) days and Closing Time the remaining Underwriters (shall have the "CONTINUING UNDERWRITERS") will right, but shall not be entitled, at their optionobligated, to purchase all but not less such Purchased Securities, and if more than all one of the Defaulted remaining Underwriters exercises such right, each of the Underwriters that does so shall be entitled to purchase that percentage of the unpurchased Purchased Securities pro rata according that is equal to the percentage determined by dividing the number of Underwritten Purchased Securities or Optional Securities, as the case may be, to have been acquired purchased by that Underwriter by the Continuing Underwriters under this Agreement or in any proportion agreed upon, in writing, by total number of Purchased Securities purchased. In the Continuing Underwriters. If no event that such arrangement has been made right is not exercised and the number of Defaulted Securities to be purchased by the Refusing Underwriter(s) does not exceed 10is 5% or greater than 5% of the Underwritten Securities or the Optional Purchased Securities, as the case may be, Underwriters which are not in default shall be relieved of all obligations to the Continuing Underwriters will be obligated to purchase Corporation. In the Defaulted Securities on the terms set out in this Agreement in proportion to their obligations under this Agreement. If event that such right is not exercised and the number of Defaulted Securities to be purchased by Refusing Underwriters exceeds 10% of the Underwritten Securities or the Optional Securities, as the case may be, the Continuing Underwriters will not be obligated to purchase the Defaulted Securities and, if the Continuing Underwriters do not elect to purchase the Defaulted Securities: (a) the Continuing Underwriters will not be obligated to purchase any of the Underwritten Securities or the Optional Securities, as the case may be; (b) the Corporation will not be obliged to sell is less than all 5% of the Purchased Securities; and (c) , the Corporation will Underwriters which are not in default shall be entitled obligated, severally and not jointly, 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 Underwriters, except pursuant to the provisions of paragraphs 11, 12, 14 and 26.purchase on

Obligation of Underwriters to Purchase. The obligation Underwriters' obligations under this Agreement are several and not joint. Accordingly: (i) each of the Underwriters to purchase the Underwritten Securities or the Optional Securities, as the case may be, shall be several and not joint or joint and several and shall be limited as regards each Underwriter to the percentage of the Underwritten Securities or the Optional Securities, as the case may be, set out opposite the name of such Underwriters respectively below: CIBC World Markets Inc. 32.0% TD Securities Inc. 22.5% Scotia Capital Inc. 18.0% BMO Nesbitt Burns Inc. 10.0% Xxxxxxxl Xxxx Financial Inc. 10.0% Griffiths McBurney & Partners 7.5% ---------- 100% If an Underwriter (a "REFUSING UNDERWRITER") does not complete the purchase and sale of the Underwritten Securities or the Optional Securities, as the case may be, that Underwriter has agreed to purchase under this Agreement (other than in accordance with paragraph 10) the ("DEFAULTED SECURITIES"), CIBC World Markets may delay the closing date for not more than five (5) days and the remaining Underwriters (the "CONTINUING UNDERWRITERS") will be entitled, at their option, to purchase all but not less than all of the Defaulted Securities pro rata according to the number of Underwritten Securities or Optional Securities, as the case may be, to have been acquired by the Continuing Underwriters under this Agreement or in any proportion agreed upon, in writing, by the Continuing Underwriters. If no such arrangement has been made and the number of Defaulted Securities to be purchased by the Refusing Underwriter(s) does not exceed 10% of the Underwritten Securities or the Optional Securities, as the case may be, the Continuing Underwriters will be obligated to purchase only that number of Firm Shares set opposite its name below; and (ii) if at the Defaulted Securities on Closing Time any of the terms set out in this Agreement in proportion Underwriters fails or refuses to purchase its applicable percentage of Firm Shares, the non- defaulting Underwriters who are willing and able to purchase their own applicable percentages of Firm Shares shall be relieved of their obligations under this Agreement. If , provided that notwithstanding the provisions of this subparagraph, the Underwriters who are willing and able to purchase their own applicable numbers of Firm Shares may, but shall not be obligated to, purchase the total number of Defaulted Securities Firm Shares in such proportion as may be agreed upon by the Underwriters who are so willing and able. Notwithstanding anything contained in this subparagraph, the Underwriters shall not be entitled to be purchased by Refusing Underwriters exceeds 10% purchase less than all the Firm Shares. Subject to paragraph 2(c) of this Agreement, the applicable number of Firm Shares which each of the Underwritten Securities or the Optional Securities, as the case may be, the Continuing Underwriters will not shall separately be obligated to purchase the Defaulted is as follows: Xxxxxxxx Xxxxxxxx Xxxxxxxxx Inc. . Yorkton Securities andInc. . Marleau, if the Continuing Underwriters do not elect Xxxxxx Securities Inc. . Midland Xxxxxx Capital Inc. . Nothing contained in this subparagraph shall relieve from responsibility to purchase the Defaulted Securities: (a) the Continuing Underwriters will not be obligated to purchase any of the Underwritten Securities or the Optional Securities, as the case may be; (b) the Corporation will not be obliged to sell less than all of the Purchased Securities; and (c) the Corporation will be entitled to terminate its obligations under this Agreement arising from an Underwriter who shall default in its acceptance obligation to purchase its applicable percentage of the Firm Shares. The provisions of this offer, in which event there will be no further liability on the part of the Corporation or the Continuing Underwriters, except pursuant paragraph 14 shall apply mutatis mutandis to the provisions of paragraphs 11, 12, 14 and 26Additional Shares.

Obligation of Underwriters to Purchase. The obligation of the Underwriters to purchase the Underwritten Securities or the Optional Securities, as the case may be, shall be several and not joint or joint and several and shall be limited as regards each Underwriter to the percentage of the Underwritten Securities or the Optional Securities, as the case may be, set out opposite the name of such Underwriters respectively Underwriter below: RBC Dominion Securities Inc. 50 % BMO Xxxxxxx Xxxxx Inc. 25 % CIBC World Markets Inc. 32.025 % TD Securities Inc. 22.5100 % Scotia Capital Inc. 18.0% BMO Nesbitt Burns Inc. 10.0% Xxxxxxxl Xxxx Financial Inc. 10.0% Griffiths McBurney & Partners 7.5% ---------- 100% If an Subject to section 16(b) of this Agreement, if any Underwriter (a "REFUSING UNDERWRITER") does not complete the purchase and sale of the Underwritten Securities or the Optional Securities, as the case may be, that Underwriter has agreed fails to purchase under this Agreement its applicable percentage of Securities (other than in accordance with paragraph 10the “Defaulted Securities”) at the ("DEFAULTED SECURITIES"), CIBC World Markets may delay the closing date for not more than five (5) days and Closing Time the remaining Underwriters (shall have the "CONTINUING UNDERWRITERS") will right, but shall not be entitled, at their optionobligated, to purchase all but not less such Securities, and if more than all one of the Defaulted remaining Underwriters exercises such right, each of the Underwriters that does so shall be entitled to purchase that percentage of the unpurchased Securities pro rata according that is equal to the percentage determined by dividing the number of Underwritten Securities or Optional Securities, as the case may be, to have been acquired purchased by that Underwriter by the Continuing Underwriters under this Agreement or in any proportion agreed upon, in writing, by total number of Securities purchased. In the Continuing Underwriters. If no event that such arrangement has been made right is not exercised and the number of Defaulted Securities to be purchased by the Refusing Underwriter(s) does not exceed 10is 5% or greater than 5% of the Underwritten Securities or the Optional Securities, as the case may be, Underwriters which are not in default shall be relieved of all obligations to the Continuing Underwriters will be obligated to purchase Selling Shareholder and the Defaulted Securities on Corporation. In the terms set out in this Agreement in proportion to their obligations under this Agreement. If event that such right is not exercised and the number of Defaulted Securities to be purchased by Refusing Underwriters exceeds 10is less than 5% of the Underwritten Securities or the Optional Securities, the Underwriters which are not in default shall be obligated, severally and not jointly, to purchase on a pro rata basis or in such other proportions as the case non-defaulting Underwriters may beagree, the Continuing Underwriters will not be obligated to purchase the Defaulted Securities and, if the Continuing Underwriters do not elect to purchase the Defaulted Securities: (a) the Continuing Underwriters will not be obligated to purchase any of the Underwritten Securities or the Optional Securities, as the case may be; (b) the Corporation will not be obliged to sell less than all of the Purchased Securities; and (c) percentage of the Securities which would otherwise have been purchased by such Underwriter which is in default, provided that the non-defaulting Underwriters shall have the right to postpone the Closing Time for such period, not exceeding three Business Days, as they shall determine and notify the Corporation will in order that the required changes, if any, to the Prospectus or to any other documents or other arrangements may be entitled effected. Nothing in this section shall relieve from liability to terminate the Selling Shareholder or the Corporation the Underwriter which shall be so in default. In the event of a termination by the Corporation of its obligations under this Agreement arising from its acceptance of this offerAgreement, in which event there will shall be no further liability on the part of the Corporation or the Continuing Underwriters, except pursuant to the provisions Underwriters except in respect of paragraphs 11, any liability which may have arisen or may arise under sections 12, 14 13 and 2615 of this Agreement. In the event of a termination by the Selling Shareholder of its obligations under this Agreement, there shall be no further liability on the part of the Selling Shareholder to the Underwriters except in respect of any liability which may have arisen or may arise under sections 12, 13 and 15 of this Agreement. Nothing in this Agreement shall obligate a U.S. broker-dealer affiliate of any of the Underwriters to purchase Securities. Any U.S. broker-dealer that makes offers and sales of the Securities to U.S. persons will do so only as an agent for an Underwriter.

Obligation of Underwriters to Purchase. 13.1 The obligation of the Underwriters to purchase the Underwritten Offered Securities or in connection with the Optional Securities, as Offering at the case may be, Time of Closing shall be several and not joint or joint and several and shall be limited as regards each Underwriter to the percentage of the Underwritten Offered Securities or the Optional Securities, as the case may be, set out opposite the name of such Underwriters respectively each Underwriter below: CIBC World Markets National Bank Financial Inc. 32.060.0% TD Hxxxxxx Securities Inc. 22.5% Scotia Capital Inc. 18.0% BMO Nesbitt Burns Inc. 10.0% Xxxxxxxl Xxxx Financial Inc. 10.0% Griffiths McBurney & Partners 7.5% ---------- 100% If an 40.0% 13.2 In the event that any Underwriter (a "REFUSING UNDERWRITER") does not complete the fails to purchase and sale its applicable percentage of the Underwritten aggregate amount of the Offered Securities or at the Optional SecuritiesTime of Closing, as the case may beother Underwriter shall have the right, that Underwriter has agreed to purchase under this Agreement (other than in accordance with paragraph 10) the ("DEFAULTED SECURITIES"), CIBC World Markets may delay the closing date for but shall not more than five (5) days and the remaining Underwriters (the "CONTINUING UNDERWRITERS") will be entitled, at their optionobligated, to purchase all but not less than all of the Defaulted Offered Securities pro rata according to the number of Underwritten Securities or Optional Securities, as the case may be, to which would otherwise have been acquired by the Continuing Underwriters under this Agreement or in any proportion agreed upon, in writing, by the Continuing Underwriters. If no such arrangement has been made and the number of Defaulted Securities to be purchased by the Refusing Underwriter(s) does Underwriter which failed to purchase. If, with respect to the Offered Securities, the non-defaulting Underwriter elects not exceed 10% to exercise such right so as to assume the entire obligation of the Underwritten defaulting Underwriter (the Offered Securities or in respect of which the Optional Securities, as the case may be, the Continuing Underwriters will be obligated defaulting Underwriter fails to purchase and the Defaulted Securities on the terms set out in this Agreement in proportion to their obligations under this Agreement. If the number of Defaulted Securities to be purchased by Refusing Underwriters exceeds 10% of the Underwritten Securities or the Optional Securities, as the case may be, the Continuing Underwriters will not be obligated to purchase the Defaulted Securities and, if the Continuing Underwriters do non-defaulting Underwriter does not elect to purchase being hereinafter called the Defaulted "Default Offered Securities: "), then the Company shall have the right to either: (ai) proceed with the Continuing sale of the Offered Securities (less the Default Offered Securities) to the non-defaulting Underwriter; or (ii) terminate its obligations hereunder without liability to the Underwriters will not be obligated except under the headings "Indemnity", "Contribution" and "Expenses" above in respect of the non-defaulting Underwriter. Nothing in this paragraph shall oblige the Company to purchase sell to any of the Underwritten Securities or the Optional Securities, as the case may be; (b) the Corporation will not be obliged to sell Underwriters less than all of the Purchased Securities; 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 aggregate amount of the Corporation Offered Securities or shall relieve any of the Continuing Underwriters, except pursuant Underwriters in default hereunder from liability to the provisions of paragraphs 11, 12, 14 and 26.Company. 14.0

Obligation of Underwriters to Purchase. The obligation of the Underwriters to purchase the Underwritten Securities or the Optional Securities, as the case may be, Treasury Shares shall be several and not joint or joint and several and shall be limited as regards each Underwriter to the percentage of the Underwritten Securities or the Optional Securities, as the case may be, Treasury Shares set out opposite the name of such Underwriters respectively below: CIBC World Markets GMP Securities Ltd. 30% BMO Xxxxxxx Xxxxx Inc. 32.020% TD Xxxxxxx Securities Inc. 22.55% Scotia Capital XxXxxxxxx Xxxxxx Inc. 18.05% BMO Nesbitt Burns Inc. 10.0% Xxxxxxxl Xxxx Financial Inc. 10.0% Griffiths McBurney & Partners 7.5% ---------- 100% If an Underwriter (a "REFUSING UNDERWRITER") does not complete the purchase and sale Subject to paragraph 15(b), if any one or more of the Underwritten Securities Underwriters fails to purchase its applicable percentage of the Treasury Shares at the Closing Time the remaining Underwriter or the Optional SecuritiesUnderwriters, as the case may be, that Underwriter has agreed to purchase under this Agreement (other than in accordance with paragraph 10) shall have the ("DEFAULTED SECURITIES")right, CIBC World Markets may delay the closing date for but shall not more than five (5) days and the remaining Underwriters (the "CONTINUING UNDERWRITERS") will be entitled, at their optionobligated, to purchase all but such Treasury Shares. If more than one Underwriter wishes to purchase such Treasury Shares then each such Underwriter shall purchase such Treasury Shares on a pro rata basis with regards to the percentage of Treasury Shares set out opposite the name of such Underwriter respectively above. In the event that such right is not less than all exercised by one or more of the Defaulted Securities pro rata according remaining Underwriters, each such Underwriter which is not in default shall be relieved of all obligations to the number Corporation. Nothing in this paragraph shall relieve from liability to the Corporation, any such Underwriter which shall be so in default. In the event of Underwritten Securities or Optional Securities, as the case may be, to have been acquired a termination by the Continuing Underwriters under this Agreement or in any proportion agreed upon, in writing, by the Continuing Underwriters. If no such arrangement has been made and the number Corporation of Defaulted Securities to be purchased by the Refusing Underwriter(s) does not exceed 10% of the Underwritten Securities or the Optional Securities, as the case may be, the Continuing Underwriters will be obligated to purchase the Defaulted Securities on the terms set out in this Agreement in proportion to their its obligations under this Agreement. If the number of Defaulted Securities to be purchased by Refusing Underwriters exceeds 10% of the Underwritten Securities or the Optional Securities, as the case may be, the Continuing Underwriters will not be obligated to purchase the Defaulted Securities and, if the Continuing Underwriters do not elect to purchase the Defaulted Securities: (a) the Continuing Underwriters will not be obligated to purchase any of the Underwritten Securities or the Optional Securities, as the case may be; (b) the Corporation will not be obliged to sell less than all of the Purchased Securities; 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 shall be no further liability on the part of the Corporation or the Continuing Underwriters, except pursuant to the provisions Underwriters except in respect of any liability which may have arisen or may arise under paragraphs 11, 12, 14 12 and 2614. Nothing in this Agreement shall obligate a U.S. broker-dealer affiliate or any of the Underwriters to purchase Treasury Shares. Any U.S. broker-dealer that makes offers and sales of the Treasury Shares to U.S. persons will do so only as an agent for an Underwriter.