Common use of Obligations of the Underwriters Clause in Contracts

Obligations of the Underwriters. (1) Subject to the terms and conditions of this Agreement, the obligations of the Underwriters to purchase the Subscription Receipts at the Closing Time shall be several and not joint in that each Underwriter shall be obligated to purchase only the percentage of the Subscription Receipts respectively set out opposite its name below: Xxxxxxx Securities Inc. 45.0% Canaccord Genuity Corp. 30.0% PowerOne Capital Markets Limited 20.0% PI Financial Corp. 5.0% 100.0% (2) If at the Closing Time any one or more of the Underwriters fails or refuses to purchase its percentage of the Subscription Receipts, the remaining Underwriters shall be obligated severally to purchase such Subscription Receipts which the defaulting Underwriter or Underwriters have failed to purchase, in the proportion that the percentage set forth opposite the name of each of the remaining Underwriters bears to the aggregate of such percentages; provided, however, that in the event that the percentage of the total number of Subscription Receipts which one or more of the Underwriters has failed to purchase exceeds 10% of the total number Subscription Receipts which the Underwriters have agreed to purchase, the other Underwriters shall have the right, but not the obligation, to purchase severally, on a pro rata basis between themselves or in such other proportions as they may agree upon, all, but not less than all, of the Subscription Receipts which would otherwise have been purchased by the Underwriters which failed to purchase. In any such case, any of the non-defaulting Underwriters and the Corporation shall have the right to postpone the Closing Time for a period, not exceeding five Business Days, in order that the required changes, if any, in the Subscription Agreements or in any other documents or arrangements may be effected. If any non-defaulting Underwriter elects not to exercise such right and no other non- defaulting Underwriter elects to exercise such right so as to assume the entire obligations of the defaulting Underwriters and arrangements satisfactory to the Underwriters and the Corporation for the purchase of such Subscription Receipts are not made within 48 hours after such default, then (i) each non-defaulting Underwriter shall be entitled, by notice to the Corporation to terminate, without liability (except under Section 11, if applicable), its obligation to purchase its original percentage of the Subscription Receipts and (ii) the Corporation shall have the right to terminate its obligations hereunder. Any action taken under this Section 17(2) shall not relieve any defaulting Underwriter from liability in respect of any default by such Underwriter under this Agreement. (3) Nothing in this Section 17 shall obligate the Corporation to sell to one or more of the Underwriters less than all of the Subscription Receipts or shall relieve any Underwriter in default from liability to the Corporation or to any non-defaulting Underwriter in respect of its default hereunder. If all of the Subscription Receipts are not purchased, the Corporation shall have the right to terminate its obligations under this Agreement and there shall be no further liability on the part of the Corporation to the Underwriters except in respect of any liability which may have arisen or thereafter arise under Sections 10, 11 and 12.

Obligations of the Underwriters. (1) Subject to The obligations of the terms Underwriters under this Agreement shall be several in all respects and conditions of this Agreementnot joint or joint and several. For greater certainty, the obligations of the Underwriters to purchase the Subscription Receipts at the Closing Time Offered Units shall be several and not joint in that each Underwriter or joint and several, and shall be obligated limited to purchase only the percentage percentages of the Subscription Receipts respectively aggregate number of Offered Units to be purchased set out opposite its name the names of the Underwriters respectively below: Xxxxxxx Securities Inc. 45.0% Canaccord Genuity Corp. 30.0- 60% PowerOne Beacon Securities Limited - 10% Cormark Securities Inc. - 10% Eight Capital Markets Limited 20.0- 10% PI Financial Corp. 5.0% 100.0GMP Securities L.P. - 10% (2) If at an Underwriter does not complete the purchase and sale of the Offered Units which that Underwriter has agreed to purchase under this Agreement (other than in accordance with Section 17 of this Agreement) (the “Defaulted Units”), Canaccord may delay the Closing Time any one or Date for not more than five days without the prior written consent of the Underwriters fails or refuses to purchase its percentage of the Subscription ReceiptsCompany, and the remaining Underwriters shall (the “Continuing Underwriters”) will be obligated severally entitled, at their option, to purchase such Subscription Receipts which the defaulting Underwriter or Underwriters have failed to purchase, in the proportion that the percentage set forth opposite the name of each all but not less than all of the remaining Underwriters bears to the aggregate of such percentages; Defaulted Units, provided, however, that in the event that the percentage of the total number of Subscription Receipts Defaulted Units which one or more of the Underwriters has failed or refused to purchase exceeds is not more than 10% of the total number Subscription Receipts of the Offered Units which the Underwriters have agreed to purchase, the other Continuing Underwriters shall have the right, but not the obligation, be obligated severally to purchase severally, on a pro rata basis between themselves (or in such other proportions basis as they such other Underwriters may agree upon, agree) all, but not less than all, of the Subscription Receipts Offered Units which would otherwise have been purchased by the one or more Underwriters which failed or refused to purchase. In any such case, If the Continuing Underwriters are not required to and do not elect to purchase the Defaulted Units: (a) the Continuing Underwriters will not be obliged to purchase any of the non-defaulting Underwriters and the Corporation shall have the right to postpone the Closing Time for a period, not exceeding five Business Days, in order that the required changes, if any, in the Subscription Agreements or in any other documents or arrangements may be effected. If any non-defaulting Underwriter elects not to exercise such right and no other non- defaulting Underwriter elects to exercise such right so as to assume the entire obligations of the defaulting Underwriters and arrangements satisfactory to the Underwriters and the Corporation for the purchase of such Subscription Receipts are not made within 48 hours after such default, thenOffered Units; (i) each non-defaulting Underwriter shall be entitled, by notice to the Corporation to terminate, without liability (except under Section 11, if applicable), its obligation to purchase its original percentage of the Subscription Receipts and (iib) the Corporation shall have the right to terminate its obligations hereunder. Any action taken under this Section 17(2) shall Company will not relieve any defaulting Underwriter from liability in respect of any default by such Underwriter under this Agreement. (3) Nothing in this Section 17 shall obligate the Corporation be obliged to sell to one or more of the Underwriters less than all of the Subscription Receipts or shall relieve any Underwriter in default from liability to Offered Units; and (c) the Corporation or to any non-defaulting Underwriter in respect of its default hereunder. If all of the Subscription Receipts are not purchased, the Corporation shall have the right Company will be entitled to terminate its obligations under this Agreement and Agreement, in which event there shall will be no further liability on the part of the Corporation Continuing Underwriters, or on the part of the Company except pursuant to the Underwriters except in respect provisions of any liability which may have arisen or thereafter arise under Sections 1013, 11 14 and 1215 of this Agreement.

Obligations of the Underwriters. (1) Subject to the terms and conditions of this Agreement, the 19.1 The obligations of the Underwriters to purchase the Subscription Receipts at the Closing Time shall be several and not joint in that each Underwriter shall be obligated to purchase only the percentage of the Subscription Receipts Offered Units respectively set out opposite its name below: Xxxxxxx RBC Dominion Securities Inc. 45.027.5 % BMO Nxxxxxx Bxxxx Inc. 17.5 % CIBC World Markets Inc. 15.0 % National Bank Financial Inc. 8.0 % Scotia Capital Inc. 8.0 % TD Securities Inc. 8.0 % HSBC Securities (Canada) Inc. 5.0 % Canaccord Genuity Corp. 30.0Capital Corporation 3.5 % PowerOne Capital Markets Dundee Securities Corporation 3.5 % Rxxxxxx Jxxxx Ltd. 3.0 % Pxxxxx & Co. Limited 20.01.0 % PI Financial Corp. 5.0% 100.0Total 100 % (2) 19.2 If at the Closing Time any one or more of the Underwriters fails fail or refuses refuse to purchase its respective percentage of the Subscription ReceiptsOffered Units and the percentage of the total number of Offered Units which one or more of the Underwriters has failed or refused to purchase does not exceed 7.5% of the total number of Offered Units which the Underwriters have agreed to purchase, the remaining Underwriters shall be obligated severally to purchase such Subscription Receipts Offered Units which the defaulting Underwriter or Underwriters have failed to purchase, in the proportion that the percentage set forth opposite the name of each of the remaining Underwriters bears to the aggregate of such percentages; provided, however, that in . If the event that the percentage of the total number of Subscription Receipts Offered Units which one or more of the Underwriters has have failed or refused to purchase exceeds 10exceed 7.5% of the such total number Subscription Receipts which the Underwriters have agreed to purchasenumber, the other Underwriters shall have the right, but not the obligation, to purchase severally, on a pro rata basis as between themselves or in such other proportions as they may agree upon, all, but not less than all, of the Subscription Receipts Offered Units which would otherwise have been purchased by the Underwriters which failed fail to purchase. In any such case, any of the case either a non-defaulting Underwriters and Underwriter or the Corporation Trust shall have the right to postpone the Closing Time for a such period, not exceeding five Business Days, in order that the required changes, if any, in the Subscription Agreements Prospectuses or in any other documents or arrangements may be effected. If any non-defaulting Underwriter elects not to exercise such right and no other non- non-defaulting Underwriter elects to exercise such right so as to assume the entire obligations of the defaulting Underwriters and arrangements satisfactory to the Underwriters Lead Underwriter (on behalf of the Underwriters) and the Corporation Trust for the purchase of such Subscription Receipts Offered Units are not made within 48 hours after such default, then then (i) each non-defaulting Underwriter shall be entitled, by notice to the Corporation Trust, to terminate, without liability (except under Section 11section 13, if applicable), its obligation to purchase its original percentage of the Subscription Receipts Offered Units and (ii) the Corporation Trust shall have the right to terminate its obligations hereunderhereunder without liability on its part except under sections 12, 13 (if applicable) and 14 hereof in respect of non-defaulting Underwriters. Any action taken under this Section 17(2) section 19.2 shall not relieve any defaulting Underwriter from liability in respect of any default by such Underwriter under this Agreement. (3) 19.3 Nothing in this Section 17 Agreement shall obligate the Corporation Trust to sell to one or more any of the Underwriters less than all of the Subscription Receipts Firm Units or shall relieve any Underwriter in default from liability to the Trust, the Manager or the Corporation or to any non-defaulting Underwriter in respect of its default hereunder. If all In the event of a termination by the Subscription Receipts are not purchasedTrust, the Manager or the Corporation shall have the right to terminate its of their obligations under this Agreement and Agreement, there shall be no further liability on the part of the Trust, the Manager or the Corporation to the Underwriters except in respect of any liability which may have arisen or may thereafter arise under Sections 10sections 12, 11 13 and 1214.

Obligations of the Underwriters. (1) Subject to 10.1 The obligations of the terms Underwriters under this Agreement shall be several in all respects and conditions of this Agreementnot joint or joint and several. For greater certainty, the obligations of the Underwriters to purchase the Subscription Receipts at the Closing Time Offered Units shall be several and not joint or joint and several, and shall be limited to the percentages of the aggregate number of Offered Units to be purchased set out opposite the names of the Underwriters respectively below: National Bank Financial Inc. – 37.5% BMO Capital Markets Corp. – 35% H.X. Xxxxxxxxxx & Co., LLC – 9.17% Hxxxxxx Securities Inc. – 6.11% Rxxxxxx Jxxxx Ltd. – 6.11% Scotia Capital Inc. – 6.11% 10.2 If any Underwriter does not complete the purchase and sale of the Offered Units which that Underwriter has agreed to purchase under this Agreement (other than in accordance with this section 10) (the “Defaulted Units”), the Lead Underwriters may delay the Closing Date for not more than five days without the prior written consent of the Company, and the remaining Underwriters (the “Continuing Underwriters”) will be entitled, at their option, to purchase all but not less than all of the Defaulted Units. If the Continuing Underwriters do not elect to purchase the Defaulted Units: (a) if the number of Defaulted Units does not exceed in the aggregate 10% of the number of Offered Units to be purchased hereunder, the Continuing Underwriters shall be obligated, each severally, and not jointly, nor jointly and severally, to purchase the full amount thereof in the proportion that each Underwriter their respective underwriting obligations hereunder bear to the underwriting obligation of all Continuing Underwriters; or (b) if the number of Defaulted Units exceeds in the aggregate, 10% of the number of the Offered Units to be purchased hereunder, the Continuing Underwriters may, but shall not be obligated to purchase only the percentage of the Subscription Receipts respectively set out opposite its name below: Xxxxxxx Securities Inc. 45.0% Canaccord Genuity Corp. 30.0% PowerOne Capital Markets Limited 20.0% PI Financial Corp. 5.0% 100.0% (2) If at the Closing Time any one or more of the Underwriters fails or refuses to purchase its percentage of the Subscription Receipts, the remaining Underwriters shall be obligated severally to purchase such Subscription Receipts which the defaulting Underwriter or Underwriters have failed to purchase, in the proportion that the percentage set forth opposite the name of each of the remaining Underwriters bears to the aggregate of such percentages; provided, however, that in the event that the percentage of the total number of Subscription Receipts which one or more of the Underwriters has failed to purchase exceeds 10% of the total number Subscription Receipts which the Underwriters have agreed to purchase, the other Underwriters shall have the right, but not the obligation, to purchase severally, on a pro rata basis between themselves or in such other proportions as they may agree upon, all, but not less than all, of the Subscription Receipts which would otherwise have been purchased by the Underwriters which failed to purchase. In any such case, any of the non-defaulting Underwriters Defaulted Units and the Corporation Company shall have the right to postpone the Closing Time for a period, not exceeding five Business Days, in order that the required changes, if any, in the Subscription Agreements or in any other documents or arrangements may be effected. If any non-defaulting Underwriter elects not to exercise such right and no other non- defaulting Underwriter elects to exercise such right so as to assume the entire obligations of the defaulting Underwriters and arrangements satisfactory to the Underwriters and the Corporation for the purchase of such Subscription Receipts are not made within 48 hours after such default, then either: (i) each non-defaulting Underwriter shall be entitled, by notice proceed with the sale of the Offered Shares (less the Defaulted Shares) to the Corporation to terminate, without liability (except under Section 11, if applicable), its obligation to purchase its original percentage of the Subscription Receipts and Continuing Underwriters; or (ii) the Corporation shall have the right to terminate its obligations hereunder. Any action taken under this Section 17(2) shall not relieve any defaulting Underwriter from liability in respect of any default by such Underwriter under this Agreement. (3) Nothing in this Section 17 shall obligate the Corporation to sell to one or more of the Underwriters less than all of the Subscription Receipts or shall relieve any Underwriter in default from liability to the Corporation or to any non-defaulting Underwriter in respect of its default hereunder. If all of the Subscription Receipts are not purchased, the Corporation shall have the right to terminate its obligations under this Agreement and Agreement, in which event there shall will be no further liability on the part of the Corporation Continuing Underwriters, or on the part of the Company except pursuant to the Underwriters except in respect provisions of any liability which may have arisen or thereafter arise under Sections 10, 11 sections 7.2 and 1212 of this Agreement.

Obligations of the Underwriters. (1) Subject to the terms and conditions of this Agreement, the 19.1 The obligations of the Underwriters to purchase the Subscription Receipts at the Closing Time shall be several and not joint in that each Underwriter shall be obligated to purchase only the percentage of the Subscription Receipts Offered Units respectively set out opposite its name below: BMO Xxxxxxx Xxxxx Inc. 20.00 % Orion Securities Inc. 16.00 Scotia Capital Inc. 13.50 FirstEnergy Capital Corp. 10.50 CIBC World Markets Inc. 9.00 GMP Securities Ltd. 8.00 Tristone Capital Inc. 8.00 National Bank Financial Inc. 6.00 Canaccord Capital Corp. 3.50 Xxxxxxx Securities Inc. 45.0% Canaccord Genuity Corp. 30.0% PowerOne Capital Markets Limited 20.0% PI Financial Corp. 5.0% 100.03.00 First Associates Investments Inc. 2.50 100.0 % (2) 19.2 If at the Closing Time any one or more of the Underwriters fails fail or refuses refuse to purchase its respective percentage of the Subscription ReceiptsOffered Units, the remaining Underwriters shall be obligated severally to purchase such Subscription Receipts Offered Units which the defaulting Underwriter or Underwriters have failed to purchase, in the proportion that the percentage set forth opposite the name of each of the remaining Underwriters bears to the aggregate of such percentages; provided, however, that in the event that the percentage of the total number of Subscription Receipts Offered Units which one or more of the Underwriters has failed to purchase exceeds 106.5% of the total number Subscription Receipts of Offered Units which the Underwriters have agreed to purchase, the other Underwriters shall have the right, but not the obligation, to purchase severally, on a pro rata basis as between themselves or in such other proportions as they may agree upon, all, but not less than all, of the Subscription Receipts Offered Units which would otherwise have been purchased by the Underwriters which failed fail to purchase. In any such case, any of the case either a non-defaulting Underwriters and Underwriter or the Corporation Trust shall have the right to postpone the Closing Time for a such period, not exceeding five Business Days, in order that the required changes, if any, in the Subscription Agreements Prospectuses or in any other documents or arrangements may be effected. If any non-defaulting Underwriter elects not to exercise such right and no other non- non-defaulting Underwriter elects to exercise such right so as to assume the entire obligations of the defaulting Underwriters and arrangements satisfactory to the Lead Underwriter and the non-defaulting Underwriters and the Corporation Trust for the purchase of such Subscription Receipts Offered Units are not made within 48 hours after such default, then then (i) each non-defaulting Underwriter shall be entitled, by notice to the Corporation StarPoint Energy, to terminate, without liability (except under Section 11paragraph 13, if applicable), its obligation to purchase its original percentage of the Subscription Receipts Offered Units and (ii) the Corporation Trust and StarPoint Energy shall have the right to terminate their obligations hereunder without liability on its obligations hereunderpart except under Sections 12, 13 (if applicable) and 14 hereof in respect of non-defaulting Underwriters. Any action taken under this Section 17(2) paragraph 19.2 shall not relieve any defaulting Underwriter from liability in respect of any default by such Underwriter under this Agreement. (3) 19.3 Nothing in this Section 17 Agreement shall obligate the Corporation Trust to sell to one or more of the Underwriters or any of them less than all of the Subscription Receipts Offered Units or shall relieve any Underwriter in default from liability to the Corporation Trust or StarPoint Energy or to any non-defaulting Underwriter in respect of its default hereunder. If all In the event of a termination by the Subscription Receipts are not purchased, the Corporation shall have the right to terminate its Trust or StarPoint Energy of their obligations under this Agreement and Agreement, there shall be no further liability on the part of the Corporation Trust or StarPoint Energy to the Underwriters except in respect of any liability which may have arisen or may thereafter arise under Sections 10sections 12, 11 13 and 1214.

Obligations of the Underwriters. (1a) Subject to the terms and conditions of this Agreement, the obligations of the Underwriters The Underwriters’ obligation to purchase the Subscription Receipts Notes at the Time of Closing Time shall be several and not joint joint, and the Underwriters’ respective obligations in that each Underwriter this respect shall be obligated as to purchase only the percentage following percentages of the Subscription Receipts respectively set out opposite its name belowaggregate principal amount of the Notes to be purchased at that time: Xxxxxxx CIBC World Markets Inc. 17.0% National Bank Financial Inc. 17.0% TD Securities Inc. 45.015.0% Canaccord Genuity Corp. 30.0BMO Xxxxxxx Xxxxx Inc. 12.5% PowerOne RBC Dominion Securities Inc. 12.5% Scotia Capital Markets Inc. 12.5% Barclays Capital Canada Inc. 10.0% Casgrain & Company Limited 20.0% PI Financial Corp. 5.0% 100.03.5% (2b) If at the Closing Time any one or more of the Underwriters fails or refuses to purchase its percentage or their applicable percentages of the Subscription Receiptsaggregate principal amount of the Notes (the “Defaulted Notes”) at the Time of Closing the other Underwriter or Underwriters shall have the right, but shall not be obligated, within 24 hours thereafter, to purchase on a pro rata basis (or in such other proportion as the remaining Underwriters may mutually agree) all, but not less than all, of the Defaulted Notes; if however, the Underwriters shall not have completed such purchase or purchases within such 24-hour period, then: (i) if the aggregate principal amount of Defaulted Notes is less than 10% of the aggregate principal amount of Notes to be purchased hereunder, the non- defaulting Underwriters shall be obligated obligated, each severally and not jointly, to purchase such Subscription Receipts which the full amount thereof in the proportions that their respective underwriting obligations bear to the underwriting obligation of all non- defaulting Underwriters, or (ii) if the aggregate principal amount of Defaulted Notes is 10% or more of the aggregate principal amount of Notes to be purchased hereunder, the Underwriter or Underwriters have failed which are able and willing to purchase, in the proportion that the percentage set forth opposite the name purchase shall be relieved of each of the remaining Underwriters bears all obligations to the aggregate Corporation hereunder at the Time of such percentages; provided, however, that in Closing. In the event that the percentage of the total number of Subscription Receipts which one or more of the Underwriters has failed fails to purchase exceeds 10% its or their applicable percentages of the total number Subscription Receipts which aggregate principal amount of the Underwriters have agreed to purchaseNotes as described in this Subsection 14(b), the other Underwriters Underwriter or Underwriters, as applicable, shall have the right, but not the obligation, to purchase severally, on a pro rata basis between themselves or in such other proportions as they may agree upon, all, but not less than all, of the Subscription Receipts which would otherwise have been purchased by the Underwriters which failed to purchase. In any such case, any of the non-defaulting Underwriters and the Corporation shall have the right to postpone the Closing Time Date for a period, not exceeding five more than three (3) Business Days, Days in order that the required changes, if any, any changes in the Subscription Agreements arrangements or in any other documents or arrangements may be effected. If any non-defaulting Underwriter elects not to exercise such right and no other non- defaulting Underwriter elects to exercise such right so as to assume the entire obligations of the defaulting Underwriters and arrangements satisfactory to the Underwriters and the Corporation for the purchase of such Subscription Receipts are not made within 48 hours after such default, then (i) each non-defaulting Underwriter shall be entitled, by notice to the Corporation to terminate, without liability (except under Section 11, if applicable), its obligation to purchase its original percentage and delivery of the Subscription Receipts and (ii) the Corporation shall have the right to terminate its obligations hereunderNotes may be made. Any action taken under this Section 17(2) shall not relieve any defaulting Underwriter from liability in respect of any default by such Underwriter under this Agreement. (3) Nothing in this Section 17 Subsection 14(b) shall obligate oblige the Corporation to sell to one any or more all of the Underwriters less than all of the Subscription Receipts aggregate principal amount of the Notes or shall relieve any Underwriter of the Underwriters in default hereunder from liability to the Corporation or to any non-defaulting Underwriter in respect of its default hereunder. If all of the Subscription Receipts are not purchased, the Corporation shall have the right to terminate its obligations under this Agreement and there shall be no further liability on the part of the Corporation to the Underwriters except in respect of any liability which may have arisen or thereafter arise under Sections 10, 11 and 12Corporation.

Obligations of the Underwriters. ‌ (1a) Subject to the terms and conditions of The Underwriters’ obligation under this Agreement, the obligations of the Underwriters Agreement to purchase the Subscription Receipts Offered Units at the Closing Time or the Over-Allotment Closing Time, as applicable, shall be several (and not joint in that each Underwriter nor joint and several), and the Underwriters’ respective obligations and rights and benefits hereunder shall be obligated as to purchase only the percentage of the Subscription Receipts respectively set out opposite its name belowfollowing percentages: Eight Capital Securities L.P. GMP Securities X.X. Xxxxxxx Securities Inc. 45.0Cormark Securities Inc. Paradigm Capital Inc. 50.02% Canaccord Genuity Corp. 30.030.00% PowerOne Capital Markets Limited 20.06.66% PI Financial Corp. 5.06.66% 6.66% 100.0% (2b) If an Underwriter (a “Refusing Underwriter”) shall not complete the purchase of the Units (or the Over-Allotment Units, if the Over-Allotment Option is exercised) which such Underwriter has agreed to purchase hereunder (the “Default Securities”) for any reason whatsoever at the Closing Time any one or more the Over- Allotment Closing Time, as the case may be, and (i) if the number of Default Securities does not exceed 10% of the number of the Units or the Over-Allotment Units, as applicable, to be purchased hereunder on such date, the other non-Refusing Underwriters fails or refuses (the “Continuing Underwriters”) shall be obligated, each severally, and not jointly, nor jointly and severally, to purchase its percentage of the Subscription ReceiptsUnits or the Over-Allotment Units, the remaining Underwriters shall be obligated severally to purchase such Subscription Receipts as applicable, which the defaulting Refusing Underwriter or Underwriters have failed fails to purchase, in the proportion proportions that the percentage set forth opposite the name of each of the remaining Underwriters bears their respective underwriting obligations hereunder bear to the aggregate underwriting obligation of such percentagesall Continuing Underwriters; provided, however, that in the event that the percentage of the total number of Subscription Receipts which one or more of the Underwriters has failed to purchase exceeds 10% of the total number Subscription Receipts which the Underwriters have agreed to purchase, the other Underwriters shall have the right, but not the obligation, to purchase severally, on a pro rata basis between themselves or in such other proportions as they may agree upon, all, but not less than all, of the Subscription Receipts which would otherwise have been purchased by the Underwriters which failed to purchase. In any such case, any of the non-defaulting Underwriters and the Corporation shall have the right to postpone the Closing Time for a period, not exceeding five Business Days, in order that the required changes, if any, in the Subscription Agreements or in any other documents or arrangements may be effected. If any non-defaulting Underwriter elects not to exercise such right and no other non- defaulting Underwriter elects to exercise such right so as to assume the entire obligations of the defaulting Underwriters and arrangements satisfactory to the Underwriters and the Corporation for the purchase of such Subscription Receipts are not made within 48 hours after such default, then (i) each non-defaulting Underwriter shall be entitled, by notice to the Corporation to terminate, without liability (except under Section 11, if applicable), its obligation to purchase its original percentage of the Subscription Receipts and (ii) the Corporation shall have the right to terminate its obligations hereunder. Any action taken under this Section 17(2) shall not relieve any defaulting Underwriter from liability in respect of any default by such Underwriter under this Agreement. (3) Nothing in this Section 17 shall obligate the Corporation to sell to one or more of the Underwriters less than all of the Subscription Receipts or shall relieve any Underwriter in default from liability to the Corporation or to any non-defaulting Underwriter in respect of its default hereunder. If all of the Subscription Receipts are not purchased, the Corporation shall have the right to terminate its obligations under this Agreement and there shall be no further liability on the part of the Corporation to the Underwriters except in respect of any liability which may have arisen or thereafter arise under Sections 10, 11 and 12.or

Obligations of the Underwriters. (1) 18.1 Subject to the terms and conditions of this Agreementhereof, the obligations of the Underwriters to purchase the Subscription Receipts Initial Shares at the Closing Time or, if the Over-Allotment Option is exercised, the Additional Shares at the Option Closing Time shall be several and not joint their respective obligations and rights in that each Underwriter this regard shall be obligated to purchase only in the percentage of the Subscription Receipts respectively set out opposite its name belowfollowing percentages: Xxxxxxx GMP Securities Inc. 45.0L.P. 40.0% Canaccord Genuity Corp. 30.0% PowerOne Barclays Capital Markets Canada Inc. 15.0% Beacon Securities Limited 20.010.0% PI Financial Corp. Cormark Securities Inc. 5.0% 100.0% (2) 18.2 If at the Closing Time any one or more of the Underwriters fails or refuses to purchase its applicable percentage of the Subscription Receiptstotal number of Initial Shares (or the Additional Shares, if the Over-Allotment Option is exercised), the remaining Underwriters shall be obligated severally to purchase such Subscription Receipts Offered Shares which the defaulting Underwriter or Underwriters have failed to purchase, in the proportion that the percentage set forth opposite the name of each of purchase on a pro rata basis (or on such other basis as may be agreed to by the remaining Underwriters bears to the aggregate of such percentagesUnderwriters); provided, however, that in the event that the percentage of the total number of Subscription Receipts the Offered Shares which one or more of the Underwriters has failed to purchase exceeds 10% of the total number Subscription Receipts which of the Underwriters have agreed Offered Shares to purchasebe purchased at such time, the other remaining Underwriters shall not be obligated to purchase such Offered Shares; however, the remaining Underwriters shall have the right, but not the obligationexercisable at their option, to purchase severally, on a pro rata basis between themselves (or in on such other proportions basis as they may agree upon, be agreed to by the remaining Underwriters) all, but not less than all, of the Subscription Receipts Offered Shares which would otherwise have been purchased by the Underwriters which failed to purchase. In any such case, any of the non-defaulting Underwriter or Underwriters and the Corporation remaining Underwriters shall also have the right right, by notice in writing to the Company, to postpone the Closing Time Date (or, if applicable, Option Closing Date) for a period, period not exceeding five Business Days, Days in order that the required changes, if any, in the Subscription Agreements to determine whether or in any other documents or arrangements may be effected. If any non-defaulting Underwriter elects not to exercise such right and no other non- defaulting Underwriter elects to exercise purchase. In the event that such right so as to assume purchase is not exercised, the entire Underwriter or Underwriters which are able and willing to purchase shall be relieved of all obligations of the defaulting Underwriters and arrangements satisfactory to the Underwriters and the Corporation for the purchase of such Subscription Receipts are not made within 48 hours after such default, then (i) each non-defaulting Underwriter shall be entitled, by notice Company on submission to the Corporation Company of reasonable evidence of its or their ability and willingness to terminate, without liability fulfil its or their obligations hereunder at the Closing Time (except under Section 11or, if applicable), its obligation Option Closing Time) and the Company shall be relieved of all obligations to purchase its original percentage of the Subscription Receipts and (ii) the Corporation shall have the right to terminate its obligations hereunder. Any action taken under this Section 17(2) shall not relieve any defaulting Underwriter from liability in respect of any default by such Underwriter under this AgreementUnderwriters. (3) 18.3 Nothing in this Section 17 18 - shall obligate oblige the Corporation Company to sell to one any or more all of the Underwriters less than all of the Subscription Receipts Initial Shares (or, if applicable, the Additional Shares) agreed to be purchased by the Underwriters pursuant to this Agreement or shall relieve any Underwriter of the Underwriters in default hereunder from liability to the Corporation Company or to any non-defaulting Underwriter Underwriters in respect of its default hereunder. If all of the Subscription Receipts are not purchased, the Corporation shall have the right to terminate its obligations under this Agreement and there shall be no further liability on the part of the Corporation to the Underwriters except in respect of any liability which may have arisen or thereafter arise under Sections 10, 11 and 12.

Obligations of the Underwriters. ‌ (1) Subject to The obligations of the terms Underwriters under this Agreement shall be several in all respects and conditions of this Agreementnot joint or joint and several. For greater certainty, the obligations of the Underwriters to purchase the Subscription Receipts at the Closing Time Offered Units shall be several and not joint in that each Underwriter or joint and several, and shall be obligated limited to purchase only the percentage percentages of the Subscription Receipts respectively aggregate number of Offered Units to be purchased set out opposite its name the names of the Underwriters respectively below: Xxxxxxx Securities Inc. 45.0% Canaccord Genuity Corp. 30.0- 60% PowerOne Beacon Securities Limited - 10% Cormark Securities Inc. - 10% Eight Capital Markets Limited 20.0- 10% PI Financial Corp. 5.0% 100.0GMP Securities L.P. - 10% (2) If at an Underwriter does not complete the purchase and sale of the Offered Units which that Underwriter has agreed to purchase under this Agreement (other than in accordance with Section 17 of this Agreement) (the “Defaulted Units”), Canaccord may delay the Closing Time any one or Date for not more than five days without the prior written consent of the Underwriters fails or refuses to purchase its percentage of the Subscription ReceiptsCompany, and the remaining Underwriters shall (the “Continuing Underwriters”) will be obligated severally entitled, at their option, to purchase such Subscription Receipts which the defaulting Underwriter or Underwriters have failed to purchase, in the proportion that the percentage set forth opposite the name of each all but not less than all of the remaining Underwriters bears to the aggregate of such percentages; Defaulted Units, provided, however, that in the event that the percentage of the total number of Subscription Receipts Defaulted Units which one or more of the Underwriters has failed or refused to purchase exceeds is not more than 10% of the total number Subscription Receipts of the Offered Units which the Underwriters have agreed to purchase, the other Continuing Underwriters shall have the right, but not the obligation, be obligated severally to purchase severally, on a pro rata basis between themselves (or in such other proportions basis as they such other Underwriters may agree upon, agree) all, but not less than all, of the Subscription Receipts Offered Units which would otherwise have been purchased by the one or more Underwriters which failed or refused to purchase. In any such case, If the Continuing Underwriters are not required to and do not elect to purchase the Defaulted Units: (a) the Continuing Underwriters will not be obliged to purchase any of the non-defaulting Underwriters and the Corporation shall have the right to postpone the Closing Time for a period, not exceeding five Business Days, in order that the required changes, if any, in the Subscription Agreements or in any other documents or arrangements may be effected. If any non-defaulting Underwriter elects not to exercise such right and no other non- defaulting Underwriter elects to exercise such right so as to assume the entire obligations of the defaulting Underwriters and arrangements satisfactory to the Underwriters and the Corporation for the purchase of such Subscription Receipts are not made within 48 hours after such default, thenOffered Units; (i) each non-defaulting Underwriter shall be entitled, by notice to the Corporation to terminate, without liability (except under Section 11, if applicable), its obligation to purchase its original percentage of the Subscription Receipts and (iib) the Corporation shall have the right to terminate its obligations hereunder. Any action taken under this Section 17(2) shall Company will not relieve any defaulting Underwriter from liability in respect of any default by such Underwriter under this Agreement. (3) Nothing in this Section 17 shall obligate the Corporation be obliged to sell to one or more of the Underwriters less than all of the Subscription Receipts or shall relieve any Underwriter in default from liability to Offered Units; and (c) the Corporation or to any non-defaulting Underwriter in respect of its default hereunder. If all of the Subscription Receipts are not purchased, the Corporation shall have the right Company will be entitled to terminate its obligations under this Agreement and Agreement, in which event there shall will be no further liability on the part of the Corporation Continuing Underwriters, or on the part of the Company except pursuant to the Underwriters except in respect provisions of any liability which may have arisen or thereafter arise under Sections 1013, 11 14 and 1215 of this Agreement.

Obligations of the Underwriters. (1) 18.1 Subject to the terms and conditions of this Agreement, the obligations of the Underwriters to purchase the Subscription Receipts Firm Shares at the Closing Time shall be several and not joint in that each Underwriter shall be obligated to purchase only the percentage of the Subscription Receipts Firm Shares respectively set out opposite its name below: BMO Xxxxxxx Xxxxx Inc. 55.0% Cormark Securities Inc. 45.0% Canaccord Genuity Corp. 30.0% PowerOne Capital Markets Limited 20.0% PI Financial Corp. 20.0% GMP Securities L.P. 5.0% 100.0% (2) 18.2 If any of the Underwriters fails to purchase its applicable percentage of the Offered Shares at the Closing Time any one or more of the Option Closing Time, as the case may be, then the other Underwriters fails or refuses who shall be willing and able to purchase its their applicable percentage of the Subscription ReceiptsFirm Shares or Over-Allotment Shares, as the remaining Underwriters shall be obligated severally to purchase such Subscription Receipts which the defaulting Underwriter or Underwriters have failed to purchasecase may be, in the proportion that the percentage set forth opposite the name of each of the remaining Underwriters bears to the aggregate of such percentages; provided, however, that in the event that the percentage of the total number of Subscription Receipts which one or more of the Underwriters has failed to purchase exceeds 10% of the total number Subscription Receipts which the Underwriters have agreed to purchase, the other Underwriters shall have the right, but not the obligation, to purchase severallypurchase, on a pro rata basis between themselves or in such other proportions as they may agree uponbasis, all, all but not less than all, all of the Subscription Receipts which would otherwise have been Offered Shares not purchased by the Underwriters which failed defaulting Underwriter, and to purchase. In any such case, any receive the defaulting Underwriter’s portion of the Commission in respect thereof, and such non-defaulting Underwriters and the Corporation shall have the right to postpone the Closing Time for a period, not exceeding five Business Days, in order that the required changes, if any, in the Subscription Agreements or in any other documents or arrangements may be effected. If any non-defaulting Underwriter elects not to exercise such right and no other non- defaulting Underwriter elects to exercise such right so as to assume the entire obligations of the defaulting Underwriters and arrangements satisfactory to the Underwriters and the Corporation for the purchase of such Subscription Receipts are not made within 48 hours after such default, then (i) each non-defaulting Underwriter shall be entitledright, by notice to the Corporation, to postpone the Closing Date or Option Closing Date, as the case may be, by not more than three Business Days to effect such purchase. In the event that such right is not exercised, the other Underwriters that are not in default shall be relieved of all obligations to the Corporation to terminate, without liability (except under Section 11, if applicable), its obligation to purchase its original percentage of the Subscription Receipts and (ii) the Corporation shall have not be obligated to sell less than all the right Firm Shares or Over-Allotment Shares with respect to which the Over-Allotment Option is exercised, as the case may be, and the Corporation shall be entitled to terminate its obligations hereunder. Any action taken under this Section 17(2) Agreement except for those under section 11, section 12 and section 13 hereof, provided that in the case of Over-Allotment Shares, such termination shall apply only with respect to such Over-Allotment Shares and not relieve to any defaulting Underwriter from liability in respect of any default by such Underwriter under this Agreement. (3) Firm Shares. Nothing in this Section 17 paragraph shall obligate oblige the Corporation to sell to one any or more all of the Underwriters less than all of the Subscription Receipts Firm Shares or shall Over-Allotment Shares with respect to which the Over-Allotment Option is exercised, as applicable, or relieve any Underwriter in default from liability to the Corporation or to any non-defaulting Underwriter in respect of its default hereunder. If all of the Subscription Receipts are not purchased, the Corporation shall have the right to terminate its obligations under this Agreement and there which shall be no further liability on the part of the Corporation to the Underwriters except so in respect of any liability which may have arisen or thereafter arise under Sections 10, 11 and 12default.

Obligations of the Underwriters. (1a) Subject to the terms and conditions of The Underwriters’ obligations under this Agreement, the obligations of the Underwriters to purchase the Subscription Receipts at the Closing Time Agreement shall be several (and not joint in that each Underwriter nor joint and several), and the Underwriters’ respective obligations and rights and benefits hereunder shall be obligated as to the following percentages: GMP Securities L.P.1 40% BMO Xxxxxxx Xxxxx Inc.1 40% Xxxxxxx Securities Inc. 10% RBC Dominion Securities Inc. 10% 1. Co-lead underwriters and joint bookrunners. (b) If an Underwriter (a “Refusing Underwriter”) shall not complete the purchase only the percentage and sale of the Subscription Receipts respectively set out opposite its name below: Xxxxxxx Securities Inc. 45.0% Canaccord Genuity Corp. 30.0% PowerOne Capital Markets Limited 20.0% PI Financial Corp. 5.0% 100.0% (2the “Default Securities”) If which such Underwriter has agreed to purchase hereunder for any reason whatsoever at the Closing Time any one or more Time, and (i) if the number of Defaulted Securities does not exceed 20% of the Underwriters fails or refuses to purchase its percentage of the Subscription Receipts, the remaining Underwriters shall be obligated severally to purchase such Subscription Receipts which the defaulting Underwriter or Underwriters have failed to purchase, in the proportion that the percentage set forth opposite the name of each of the remaining Underwriters bears to the aggregate of such percentages; provided, however, that in the event that the percentage of the total number of Subscription Receipts which one or more of to be purchased hereunder on such date, the other non-Refusing Underwriters has failed (the “Continuing Underwriters”) shall be obligated, each severally, and not jointly, nor jointly and severally, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligation of all Continuing Underwriters; or (ii) if the number of Defaulted Securities exceeds 1020% of the total number of Subscription Receipts which the Underwriters have agreed to purchasebe purchased on such date, the other Continuing Underwriters shall have the rightbe entitled, but not the obligationat their option, to purchase severally, on a pro rata basis between themselves or in such other proportions as they may agree upon, all, all but not less than all, all of the Subscription Receipts which would otherwise have been purchased by the Refusing Underwriter on a pro rata basis according to the number of Subscription Receipts to have been acquired by the Continuing Underwriters which failed hereunder or on such other basis as the Continuing Underwriters may agree. If the Continuing Underwriters do not elect to purchase. In any such case, any purchase the balance of the non-defaulting Underwriters and the Corporation shall have the right to postpone the Closing Time for a period, not exceeding five Business Days, in order that the required changes, if any, in the Subscription Agreements or in any other documents or arrangements may be effected. If any non-defaulting Underwriter elects not to exercise such right and no other non- defaulting Underwriter elects to exercise such right so as to assume the entire obligations of the defaulting Underwriters and arrangements satisfactory to the Underwriters and the Corporation for the purchase of such Subscription Receipts are not made within 48 hours after such default, thenpursuant subsection 15(b)(ii) above: (i) each non-defaulting Underwriter the Continuing Underwriters shall not be entitled, by notice to the Corporation to terminate, without liability (except under Section 11, if applicable), its obligation obliged to purchase its original percentage any of the Subscription Receipts and that the Refusing Underwriter is obligated to purchase; and (ii) the Corporation shall have the right to terminate its obligations hereunder. Any action taken under this Section 17(2) Company shall not relieve any defaulting Underwriter from liability in respect of any default by such Underwriter under this Agreement. (3) Nothing in this Section 17 shall obligate the Corporation be obliged to sell to one or more of the Underwriters less than all of the Subscription Receipts or Receipts, and the Company shall relieve any Underwriter in default from liability to the Corporation or to any non-defaulting Underwriter in respect of its default hereunder. If all of the Subscription Receipts are not purchased, the Corporation shall have the right be entitled to terminate its obligations under this Agreement and arising from its acceptance of this offer, in which event there shall be no further liability on the part of the Corporation Company or the Continuing Underwriters, except pursuant to the Underwriters except provisions of Sections 10, 12 and 13. (c) No action taken pursuant to this Section 15 shall relieve any Refusing Underwriter from liability in respect of its default to the Company or to any liability which may have arisen Continuing Underwriter. (d) Nothing in this Agreement shall oblige any U.S. broker-dealer affiliate of any of the Underwriters to purchase the Subscription Receipts. Any U.S. broker-dealer affiliate who makes any offers or thereafter arise under Sections 10, 11 and 12sales of the Subscription Receipts in the United States will do so solely as an agent for an Underwriter.

Obligations of the Underwriters. (1) Subject to the terms and conditions of this Agreement, the 19.1 The obligations of the Underwriters to purchase the Subscription Receipts at the Closing Time shall be several and not joint in that each Underwriter shall be obligated to purchase only the percentage of the Subscription Receipts Firm Units respectively set out opposite its name below: Xxxxxxx RBC Dominion Securities Inc. 45.027.0 % BMO Nxxxxxx Bxxxx Inc. 17.0 % CIBC World Markets Inc. 15.0 % TD Securities Inc. 8.0 % National Bank Financial Inc. 6.0 % Scotia Capital Inc. 6.0 % UBS Bxxxxxx Warburg Inc. 6.0 % HSBC Securities (Canada) Inc. 4.0 % Canaccord Genuity Capital Corporation 3.5 % Rxxxxxx Jxxxx Ltd. 3.5 % Dundee Securities Corporation 3.0 % FirstEnergy Capital Corp. 30.0% PowerOne Capital Markets Limited 20.0% PI Financial Corp. 5.0% 100.01.0 % (2) 19.2 If at the Closing Time any one or more of the Underwriters fails fail or refuses refuse to purchase its respective percentage of the Subscription ReceiptsFirm Units and the percentage of the total number of Firm Units which one or more of the Underwriters has failed or refused to purchase does not exceed 7.5% of the total number of Firm Units (which before the Over-Allotment Option, represents $10,500,000 of the Purchase Price) which the Underwriters have agreed to purchase, the remaining Underwriters shall be obligated severally to purchase such Subscription Receipts Firm Units which the defaulting Underwriter or Underwriters have failed to purchase, in the proportion that the percentage set forth opposite the name of each of the remaining Underwriters bears to the aggregate of such percentages; provided, however, that in . If the event that the percentage of the total number of Subscription Receipts Firm Units which one or more of the Underwriters has have failed or refused to purchase exceeds 10exceed 7.5% of the such total number Subscription Receipts which the Underwriters have agreed to purchasenumber, the other Underwriters shall have the right, but not the obligation, to purchase severally, on a pro rata basis as between themselves or in such other proportions as they may agree upon, all, but not less than all, of the Subscription Receipts Firm Units which would otherwise have been purchased by the Underwriters which failed fail to purchase. In any such case, any of the either a non-defaulting Underwriters and Underwriter or the Corporation Trust shall have the right to postpone the Closing Time for a such period, not exceeding five Business Days, in order that the required changes, if any, in the Subscription Agreements Canadian Preliminary Prospectus, the Canadian Prospectus and the Registration Statement or in any other documents or arrangements may be effected. If any non-defaulting Underwriter elects not to exercise such right and no other non- non-defaulting Underwriter elects to exercise such right so as to assume the entire obligations of the defaulting Underwriters and arrangements satisfactory to the Underwriters Lead Underwriter (on behalf of the Underwriters) and the Corporation Trust for the purchase of such Subscription Receipts Firm Units are not made within 48 hours after such default, then then (i) each non-defaulting Underwriter shall be entitled, by notice to the Corporation Trust, to terminate, without liability (except under Section 11section 13, if applicable), its obligation to purchase its original percentage of the Subscription Receipts Firm Units and (ii) the Corporation Trust shall have the right to terminate its obligations hereunderhereunder without liability on its part except under sections 12, 13 (if applicable) and 14 hereof in respect of non-defaulting Underwriters. Any action taken under this Section 17(2) section 19.2 shall not relieve any defaulting Underwriter from liability in respect of any default by such Underwriter under this Agreement. (3) 19.3 Nothing in this Section 17 Agreement shall obligate the Corporation Trust to sell to one or more any of the Underwriters less than all of the Subscription Receipts Firm Units or shall relieve any Underwriter in default from liability to the Trust, the Manager or the Corporation or to any non-defaulting Underwriter in respect of its default hereunder. If all In the event of a termination by the Subscription Receipts are not purchasedTrust, the Manager or the Corporation shall have the right to terminate its of their obligations under this Agreement and Agreement, there shall be no further liability on the part of the Trust, the Manager or the Corporation to the Underwriters except in respect of any liability which may have arisen or may thereafter arise under Sections 10sections 12, 11 13 and 1214.

Obligations of the Underwriters. (1) Subject to the terms and conditions of this Agreement, the 20.1 The obligations of the Underwriters to purchase the Subscription Receipts at the Closing Time shall be several and not joint in that each Underwriter shall be obligated to purchase only the percentage of the Subscription Receipts Offered Securities respectively set out opposite its name below: BMO Xxxxxxx Xxxxx Inc. 20.00 % Scotia Capital Inc. 12.32 % FirstEnergy Capital Corp. 11.62 % CIBC World Markets Inc. 10.10 % TD Securities Inc. 9.60 % Orion Securities Inc. 8.59 % National Bank Financial Inc. 7.07 % GMP Securities Ltd. 6.06 % RBC Dominion Securities Inc. 6.06 % Tristone Capital Inc. 3.54 % Canaccord Capital Corporation 2.02 % Xxxxxxx Securities Inc. 45.01.51 % Canaccord Genuity Corp. 30.0First Associates Investments Inc. 1.51 % PowerOne Capital Markets Limited 20.0% PI Financial Corp. 5.0% 100.0100.00 % (2) 20.2 If at the Closing Time any one or more of the Underwriters fails fail or refuses refuse to purchase its respective percentage of the Subscription ReceiptsOffered Securities, the remaining Underwriters shall be obligated severally to purchase such Subscription Receipts Offered Securities which the defaulting Underwriter or Underwriters have failed to purchase, in the proportion that the percentage set forth opposite the name of each of the remaining Underwriters bears to the aggregate of such percentages; provided, however, that in the event that the percentage of the total number of Subscription Receipts Offered Securities which one or more of the Underwriters has failed to purchase exceeds 105.0% of the total number Subscription Receipts of Offered Securities which the Underwriters have agreed to purchase, the other Underwriters shall have the right, but not the obligation, to purchase severally, on a pro rata basis as between themselves or in such other proportions as they may agree upon, all, but not less than all, of the Subscription Receipts Offered Securities which would otherwise have been purchased by the Underwriters which failed fail to purchase. In any such case, any of the case either a non-defaulting Underwriters and Underwriter or the Corporation Trust shall have the right to postpone the Closing Time for a such period, not exceeding five Business Days, in order that the required changes, if any, in the Subscription Agreements Prospectuses or in any other documents or arrangements may be effected. If any non-defaulting Underwriter elects not to exercise such right and no other non- non-defaulting Underwriter elects to exercise such right so as to assume the entire obligations of the defaulting Underwriters and arrangements satisfactory to the Lead Underwriter and the non-defaulting Underwriters and the Corporation Trust for the purchase of such Subscription Receipts Offered Securities are not made within 48 hours after such default, then then (i) each non-defaulting Underwriter shall be entitled, by notice to the Corporation StarPoint Energy, to terminate, without liability (except under Section 11paragraph 14, if applicable), its obligation to purchase its original percentage of the Subscription Receipts Offered Securities and (ii) the Corporation Trust and StarPoint Energy shall have the right to terminate their obligations hereunder without liability on its obligations hereunderpart except under Sections 13, 14 (if applicable) and 15 hereof in respect of non-defaulting Underwriters. Any action taken under this Section 17(2) paragraph 20.2 shall not relieve any defaulting Underwriter from liability in respect of any default by such Underwriter under this Agreement. (3) 20.3 Nothing in this Section 17 Agreement shall obligate the Corporation Trust to sell to one or more of the Underwriters or any of them less than all of the Subscription Receipts Offered Securities or shall relieve any Underwriter in default from liability to the Corporation Trust or StarPoint Energy or to any non-defaulting Underwriter in respect of its default hereunder. If all In the event of a termination by the Subscription Receipts are not purchased, the Corporation shall have the right to terminate its Trust or StarPoint Energy of their obligations under this Agreement and Agreement, there shall be no further liability on the part of the Corporation Trust or StarPoint Energy to the Underwriters except in respect of any liability which may have arisen or may thereafter arise under Sections 10sections 13, 11 14 and 1215.

Obligations of the Underwriters. (1) Subject to the terms and conditions of The Underwriters’ obligations under this Agreement, the obligations of the Underwriters to purchase the Subscription Receipts at the Closing Time shall Agreement will be several and not joint in that each Underwriter shall or joint and several, and the Underwriters’ respective obligations and rights and benefits hereunder will be obligated as to purchase only the percentage of the Subscription Receipts respectively set out opposite its name belowfollowing percentages: Xxxxxxx Beacon Securities Inc. 45.0Limited 45% Canaccord Genuity Corp. 30.045% PowerOne Capital Markets Limited 20.0Echelon Wealth Partners Inc. 5% PI Financial Corp. 5.0Xxxxxxx Securities Inc. 5% 100.0% 100% If an Underwriter (2a “Refusing Underwriter”) If at does not complete the Closing Time any one or more purchase and sale of the Underwriters fails or refuses Special Warrants which such Underwriter has agreed to purchase its percentage of hereunder (the Subscription Receipts, the remaining Underwriters shall be obligated severally to purchase such Subscription Receipts which the defaulting Underwriter or Underwriters have failed to purchase, in the proportion that the percentage set forth opposite the name of each of the remaining Underwriters bears to the aggregate of such percentages; provided, however, that in the event that the percentage of the total number of Subscription Receipts which one or more of the Underwriters has failed to purchase exceeds 10% of the total number Subscription Receipts which the Underwriters have agreed to purchase“Defaulted Special Warrants”) for any reason whatsoever, the other Underwriters shall have (the right“Continuing Underwriters”) will be entitled, but not the obligationat their option, to purchase severally, on a pro rata basis between themselves or in such other proportions as they may agree upon, all, all but not less than all, all of the Subscription Receipts Special Warrants which would otherwise have been purchased by the Refusing Underwriter on a pro rata basis according to the number of Special Warrants to have been acquired by the Continuing Underwriters which failed hereunder or on such other basis as the Continuing Underwriters may agree. If the Continuing Underwriters do not elect to purchase. In any such case, purchase the balance of the Special Warrants pursuant to the foregoing: (i) the Continuing Underwriters will not be obliged to purchase any of the non-defaulting Underwriters Special Warrants that the Refusing Underwriter is obligated to purchase provided the number of Defaulted Special Warrants to be purchased by the Refusing Underwriter is equal to or greater than 10% of the total number of Special Warrants being offered pursuant to the Offering ; and (ii) the Company will not be obliged to sell less than all of the Special Warrants, and the Corporation Company 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 Company or the Continuing Underwriters, except pursuant to the provisions of Section 12 and Section 14. If the number of Defaulted Special Warrants to be purchased by the Refusing Underwriter is less than 10% of the total number of the Special Warrants being offered pursuant to the Offering, the Continuing Underwriters will be obligated to purchase, severally and not jointly (or jointly and severally), the Defaulted Special Warrants on the terms set out in this Agreement in such proportions, provided that the Continuing Underwriters shall have the right to postpone the Closing Time for a period, such period not exceeding five Business Days, in order that as they shall determine and notify the Company of the required changes, if any, in to the Subscription Agreements Offering Documents, Transaction Documents or in any other documents or arrangements may be effected. If any non-defaulting Underwriter elects not to exercise such right and no other non- defaulting Underwriter elects to exercise such right so as to assume the entire obligations of the defaulting Underwriters and arrangements satisfactory to the Underwriters and the Corporation for the purchase of such Subscription Receipts are not made within 48 hours after such default, then (i) each non-defaulting Underwriter shall be entitled, by notice to the Corporation to terminate, without liability (except under Section 11, if applicable), its obligation to purchase its original percentage of the Subscription Receipts and (ii) the Corporation shall have the right to terminate its obligations hereunder. Any action taken under this Section 17(2) shall not relieve any defaulting Underwriter from liability in respect of any default by such Underwriter under this Agreementdocuments. (3) Nothing in this Section 17 shall obligate the Corporation to sell to one or more of the Underwriters less than all of the Subscription Receipts or shall relieve any Underwriter in default from liability to the Corporation or to any non-defaulting Underwriter in respect of its default hereunder. If all of the Subscription Receipts are not purchased, the Corporation shall have the right to terminate its obligations under this Agreement and there shall be no further liability on the part of the Corporation to the Underwriters except in respect of any liability which may have arisen or thereafter arise under Sections 10, 11 and 12.

Obligations of the Underwriters. (1a) Subject to the terms and conditions of In performing their respective obligations under this Agreement, the obligations Underwriters shall be acting severally and neither jointly nor jointly and severally. Nothing in this Agreement is intended to create any relationship in the nature of a partnership, or joint venture among any of the Underwriters to purchase the Subscription Receipts at the Closing Time Underwriters. The Underwriters’ respective obligations and rights and benefits hereunder shall be several and not joint in that each Underwriter shall be obligated as to purchase only the percentage of the Subscription Receipts respectively set out opposite its name belowfollowing percentages: Xxxxxxx Securities Inc. 45.0% Canaccord Genuity Corp. 30.0- 47.5% PowerOne Capital Markets Cormark Securities Inc. - 47.5% Beacon Securities Limited 20.0% PI Financial Corp. - 5.0% 100.0% (2b) If at an Underwriter (a “Refusing Underwriter”) shall not complete the Closing Time any one or more purchase and sale of the Underwriters fails or refuses Units which such Underwriter has agreed to purchase its percentage of the Subscription Receipts, the remaining Underwriters shall be obligated severally to purchase such Subscription Receipts which the defaulting Underwriter or Underwriters have failed to purchase, in the proportion that the percentage set forth opposite the name of each of the remaining Underwriters bears to the aggregate of such percentages; provided, however, that in the event that the percentage of the total number of Subscription Receipts which one or more of the Underwriters has failed to purchase exceeds 10% of the total number Subscription Receipts which the Underwriters have agreed to purchasehereunder for any reason whatsoever, the other Underwriters (the “Continuing Underwriters”) shall have the rightbe entitled, but not the obligationat their option, to purchase severally, on a pro rata basis between themselves or in such other proportions as they may agree upon, all, all but not less than all, all of the Subscription Receipts Units which would otherwise have been purchased by the Refusing Underwriter on a pro rata basis according to the number of Units to have been acquired by the Continuing Underwriters which failed hereunder. If the Continuing Underwriters do not elect to purchase. In any such case, any purchase the balance of the non-defaulting Underwriters and the Corporation shall have the right to postpone the Closing Time for a period, not exceeding five Business Days, in order that the required changes, if any, in the Subscription Agreements or in any other documents or arrangements may be effected. If any non-defaulting Underwriter elects not to exercise such right and no other non- defaulting Underwriter elects to exercise such right so as to assume the entire obligations of the defaulting Underwriters and arrangements satisfactory Units pursuant to the Underwriters and the Corporation for the purchase of such Subscription Receipts are not made within 48 hours after such default, thenforegoing: (i) each non-defaulting Underwriter the Continuing Underwriters shall not be entitled, by notice to the Corporation to terminate, without liability (except under Section 11, if applicable), its obligation obliged to purchase its original percentage any of the Subscription Receipts and Units that the Refusing Underwriter is obligated to purchase; and (ii) the Corporation shall have the right to terminate its obligations hereunder. Any action taken under this Section 17(2) shall not relieve any defaulting Underwriter from liability in respect of any default by such Underwriter under this Agreement. (3) Nothing in this Section 17 shall obligate the Corporation be obliged to sell to one or more of the Underwriters less than all of the Subscription Receipts or shall relieve any Underwriter in default from liability to the Corporation or to any non-defaulting Underwriter in respect of its default hereunder. If all of the Subscription Receipts are not purchasedUnits, and the Corporation shall have the right be entitled to terminate its obligations under this Agreement and arising from its acceptance of this offer, in which event there shall be no further liability on the part of the Corporation or the Continuing Underwriters, except pursuant to the Underwriters except in respect provisions of any liability which may have arisen or thereafter arise under Sections 10, 11 and 12. (c) No action taken pursuant to this Section 15 shall relieve any defaulting Underwriter from liability in respect of its default to the Corporation or to any Continuing Underwriter. (d) Nothing in this Agreement shall oblige any U.S. Affiliate of any of the Underwriters to purchase the Units. Any U.S. Affiliate who makes any offers or sales of the Units in the United States will do so solely as an agent for an Underwriter.