Common use of Several Liability of Underwriters Clause in Contracts

Several Liability of Underwriters. The Underwriters' rights and obligations under this Agreement are several and not joint (or joint and several), including, without limitation, that: (a) subject to the terms and conditions of this Agreement, each of the Underwriters shall be obligated to purchase only the percentage of the total number of Firm Shares and, if applicable, Option Shares set forth opposite their names set forth in this section 18; and (b) if any one or more of the Underwriters shall not purchase its applicable percentage of: (i) the Firm Shares at the Closing Time; or (ii) the Option Shares, if any, to be purchased at the Additional Closing Time; (collectively, the "Defaulted Shares"), then the other Underwriters (the "Continuing Underwriters") who are willing and able to purchase their own applicable percentage of the total number of Firm Shares or Option Shares, as the case may be, at the Closing Time or at the Additional Closing Time, as the case may be, shall have the right, but shall not be obligated, to purchase all of the percentage of the Firm Shares or the Option Shares, as the case may be, which would otherwise have been purchased by such one or more of the defaulting Underwriters; the Continuing Underwriters exercising such right shall purchase such Offered Shares pro rata to their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event such right is not exercised, the Continuing Underwriters which are not in default shall be entitled by written notice to the Corporation to terminate this Agreement without liability. The applicable percentage of the total number of Firm Shares and Option Shares, as applicable, which each of the Underwriters shall be severally obligated to purchase is as follows: National Bank Financial Inc. 42.5% Xxxxxxx Xxxxx Ltd. 22.5% Cormark Securities Inc. 15.0% CIBC World Markets Inc. 4.0% Dundee Securities Ltd. 4.0% RBC Dominion Securities Inc. 4.0% Scotia Capital Inc. 4.0% TD Securities Inc. 4.0% 100.00% If the Continuing Underwriters do not elect to purchase the Defaulted Shares, nothing in this Agreement shall obligate the Corporation to sell less than all of the Firm Shares or all of the Option Shares elected to be purchased by the Underwriters, as the case may be, or shall relieve any Underwriter in default from liability to the Corporation or any Continuing Underwriter in respect of the defaulting Underwriters' default hereunder and the Corporation shall be entitled to terminate its obligations hereunder. In the event of a termination by the Corporation of its obligations under this Agreement 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 may thereafter arise under sections 8, 9 or 10.

Several Liability of Underwriters. The Underwriters' rights and obligations under this Agreement agreement are several and not joint (or joint and several), several including, without limitation, that: (a) subject to the terms and conditions of this Agreement, each of the Underwriters shall be obligated to purchase only the percentage of the total number of Firm Shares and, if applicable, Option Shares Offered Securities set forth opposite their names set forth in this section 18paragraph 19; and (b) if any one or more an Underwriter (a "Refusing Underwriter") does not complete the purchase and sale of the Underwriters shall not Offered Securities which that Underwriter has agreed to purchase its applicable percentage of: under this Agreement (iother than in accordance with section 12) the Firm Shares at the Closing Time; or (ii) the Option Shares, if any, to be purchased at the Additional Closing Time; (collectively, the "Defaulted SharesSecurities"), then the other remaining Underwriters (the "Continuing Underwriters") who are willing and able to purchase their own applicable percentage of the total number of Firm Shares or Option Shares, as the case may bewill be entitled, at the Closing Time or at the Additional Closing Time, as the case may be, shall have the right, but shall not be obligatedtheir option, to purchase all but not less than all of the percentage Defaulted Securities pro rata according to the number of the Firm Shares or the Option Shares, as the case may be, which would otherwise Offered Securities to have been purchased acquired by such one or more of the defaulting Underwriters; the Continuing Underwriters exercising such right shall purchase such Offered Shares pro rata to their respective percentages aforesaid under this Agreement or in any proportion agreed upon, in writing, by the Continuing Underwriters. If no such other proportions as they may otherwise agree. In arrangement has been made and the event such right is number of Defaulted Securities to be purchased by the Refusing Underwriter(s) does not exercisedexceed 3% of the Offered Securities, the Continuing Underwriters which are not in default shall will be entitled by written notice to the Corporation to terminate this Agreement without liability. The applicable percentage of the total number of Firm Shares and Option Shares, as applicable, which each of the Underwriters shall be severally obligated to purchase is as follows: National Bank Financial Inc. 42.5the 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 the Refusing Underwriters exceeds 3% Xxxxxxx Xxxxx Ltd. 22.5% Cormark of the Offered Securities, the Continuing Underwriters will not be obligated to purchase the Defaulted Securities Inc. 15.0% CIBC World Markets Inc. 4.0% Dundee Securities Ltd. 4.0% RBC Dominion Securities Inc. 4.0% Scotia Capital Inc. 4.0% TD Securities Inc. 4.0% 100.00% If and, if the Continuing Underwriters do not elect to purchase the Defaulted Shares, nothing in this Agreement shall obligate Securities: (i) the Corporation Continuing Underwriters will not be obligated to purchase any of the Offered Securities; (ii) the Trust will not be obligated to sell less than all of the Firm Shares Offered Securities; and (iii) the Trust, Advantage Oil & Gas and ManagementCo will be entitled to terminate their obligations under this Agreement, in which event there will be no further liability on the part of such parties or the Continuing Underwriters, except pursuant to the provisions of sections 9, 10 and 11 hereof. The applicable percentage of the total number of Offered Securities which each of the Underwriters shall be separately obligated to purchase is as follows: Scotia Capital Inc. 39% BMO Nesbitt Burns Inc. 17.5% Natixxxx Xxnx Xxxancial Inc. 17.5% RBC Dominion Securities Inc. 13% CIBC World Markets Inc. 10% Raymond James Ltd. 2% XxxxxXxexxx Xapital Corp. 1% Nothing in this agreement shall obligate the Trust to sell one or any of the Underwriters less than all of the Option Shares elected to be purchased by the Underwriters, as the case may be, Offered Securities or shall relieve any Underwriter in default from liability to the Corporation Trust, Advantage Oil & Gas or ManagementCo, or to any Continuing non-defaulting Underwriter in respect of the defaulting Underwriters' its default hereunder and the Corporation shall be entitled to terminate its obligations hereunder. In the event of a termination by the Corporation Trust, Advantage Oil & Gas or ManagementCo of its their obligations under this Agreement agreement, there shall be no further liability on the part of the Corporation Trust, Advantage Oil & Gas or ManagementCo to the Underwriters except in respect of any liability which may have arisen or may thereafter arise under sections 89, 9 or 1010 and 11.

Several Liability of Underwriters. The Underwriters' ’ rights and obligations under this Agreement are several and not joint (or joint and several), several including, without limitation, that: (a) subject to the terms and conditions of this Agreement, each of the Underwriters shall be obligated to purchase only the percentage of the total number of Firm Shares and, if applicable, Option Over-Allotment Shares set forth opposite their names set forth in this section 18; and (b) if any one or more of the Underwriters shall not purchase its applicable percentage of: (i) of the Firm Offered Shares at the Closing Time; Time or (ii) the Option Shares, if anyapplicable, to be purchased at the Additional Closing Time; (collectively, the "Defaulted Shares"), then the other Underwriters (the "Continuing Underwriters") who are willing and able to purchase their own applicable percentage of the total number of Firm Shares or Option Shares, as the case may be, at the Closing Time or at the Additional Closing Time, as the case may be, shall have the right, but shall not be obligatedthe obligation, to purchase all of the percentage of the Firm Offered Shares or the Option Shares, as the case may be, which would otherwise have been purchased by such one or more of the defaulting Underwriters; the Continuing Underwriters exercising such right shall purchase such Offered Shares pro rata to their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event such right is not exercised, the Continuing Underwriters which are not in default shall be entitled by written notice to the Corporation to terminate this Agreement without liability. The applicable percentage of the total number of Firm Offered Shares and Option Shares, as applicable, which each of the Underwriters shall be severally separately obligated to purchase is as follows: National Bank Financial Inc. 42.540.0 % Xxxxxxx Xxxxx Ltd. 22.5Canaccord Genuity Corp. 40.0 % Cormark Securities Inc. 15.0% CIBC World Wellington West Capital Markets Inc. 4.020.0 % Dundee Securities Ltd. 4.0100 % RBC Dominion Securities Inc. 4.0% Scotia Capital Inc. 4.0% TD Securities Inc. 4.0% 100.00% If the Continuing Underwriters do not elect to purchase the Defaulted Shares, nothing Nothing in this Agreement shall obligate the Corporation to sell the Underwriters less than all of the Firm Shares or all of the Option Shares elected to be purchased by the Underwriters, as the case may be, or shall relieve any Underwriter in default from liability to the Corporation or any Continuing non-defaulting Underwriter in respect of the defaulting Underwriters' Underwriter’s default hereunder and the Corporation shall be entitled to terminate its obligations hereunder. In the event of a termination by the Corporation of its obligations under this Agreement 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 may thereafter arise under sections 8, 9 or and 10.

Several Liability of Underwriters. The Underwriters' rights and obligations under this Agreement agreement are several and not joint (or joint and several), several including, without limitation, that: (a) subject to the terms and conditions of this Agreement, each of the Underwriters shall be obligated to purchase only the percentage of the total number of Firm Shares and, if applicable, Option Shares Offered Units set forth opposite their names set forth in this section 18; and; (b) if any one or more of the Underwriters shall does not purchase its applicable percentage of: (i) of the Firm Shares at total number of Offered Units and the Closing Time; or (ii) aggregate amount of such Offered Units which such defaulting Underwriter or Underwriters agreed but failed to purchase is more than 7.5% of the Option Shares, if any, aggregate amount of the Offered Units to be purchased at the Additional Closing Time; (collectivelyon such date, the "Defaulted Shares"), then each of the other Underwriters (the "Continuing Underwriters") who are shall be willing and able to purchase their its own applicable percentage of the total number of Firm Shares or Option Shares, as Offered Units shall be relieved of its obligations hereunder on submission to the case may be, Trust of reasonable evidence of its ability and willingness to fulfil its obligations hereunder at the Closing Time or at the Additional Closing Time, as provided that, notwithstanding the case may beprovisions of paragraph (b) of this section 18, the Underwriters who shall be willing and able to purchase their applicable percentage of the total number of Offered Units shall have the right, but shall not be obligatedthe obligation, to purchase all the total number of the percentage of the Firm Shares or the Option Shares, as the case may be, which would otherwise have been purchased by such Offered Units; and (c) if one or more of the Underwriters does not purchase its applicable percentage of the total number of Offered Units and the aggregate amount of such Offered Units which such defaulting Underwriter or Underwriters agreed but failed to purchase is equal to or less than 7.5% of the aggregate amount of the Offered Units to be purchased on such date, the non-defaulting Underwriters shall be obligated severally, in the proportions that the respective percentages set forth opposite their names set forth in this section 18 bear to the aggregate of the percentages set forth opposite the names of all such non-defaulting Underwriters; , to purchase the Continuing Offered Units with such defaulting Underwriter or Underwriters exercising agreed but failed to purchase at such right shall purchase such Offered Shares pro rata to their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event such right is not exercised, the Continuing Underwriters which are not in default shall be entitled by written notice to the Corporation to terminate this Agreement without liabilitytime. The applicable percentage of the total number of Firm Shares and Option Shares, as applicable, Offered Units which each of the Underwriters shall be severally separately obligated to purchase is as follows: CIBC World Markets Inc. 25% BMO Nesbitt Burns Inc. 15% RBC Xxxxxxxn Xxxxrities Inc. 15% TD Securities Inc. 15% National Bank Financial Inc. 42.510% Xxxxxxx Xxxxx Ltd. 22.5% Cormark Securities Inc. 15.0% CIBC World Markets Inc. 4.0% Dundee Securities Ltd. 4.0% RBC Dominion Securities Inc. 4.0Canaccord Capital Corporation 7.5% Scotia Capital Inc. 4.07.5% TD Securities Inc. 4.0FirstEnergy Capital Corp. 5% 100.00-------- 100% If the Continuing Underwriters do not elect to purchase the Defaulted Shares, nothing ======== Nothing in this Agreement agreement shall obligate the Corporation Trust to sell the Underwriters less than all of the Firm Shares or all of the Option Shares elected to be purchased by the Underwriters, as the case may be, Units or shall relieve any Underwriter in default from liability to the Corporation Trust, Vermilion or any Continuing non defaulting Underwriter in respect of the defaulting Underwriters' Underwriter's default hereunder and the Corporation shall be entitled to terminate its obligations hereunder. In the event of a termination by the Corporation Trust or Vermilion of its their obligations under this Agreement agreement, there shall be no further liability on the part of the Corporation Trust or Vermilion to the Underwriters except in respect of any liability which may have arisen or may thereafter arise under sections section 8, 9 or 10.

Several Liability of Underwriters. The Underwriters' rights and obligations under this Agreement are several and not joint (or joint and several), several including, without limitation, that: (a) subject to the terms and conditions of this Agreement, each of the Underwriters shall be obligated to purchase only the percentage of the total number of Firm Shares and, if applicable, Option Over-Allotment Shares set forth opposite their names set forth in this section 18; and; (b) if any one or more of the Underwriters Underwriter shall not purchase its applicable percentage of: (i) of the Firm Offered Shares at the Closing Time; Time or (ii) the Option Shares, if anyapplicable, to be purchased at the Additional Closing Time; (collectively, the "Defaulted Shares"), then the other Underwriters (the "Continuing Underwriters") who are willing and able to purchase their own applicable percentage of the total number of Firm Shares or Option Shares, as the case may be, at the Closing Time or at the Additional Closing Time, as then the case may be, other Underwriter shall have the right, but shall not be obligatedthe obligation, to purchase all of the percentage of the Firm Offered Shares or the Option Shares, as the case may be, which would otherwise have been purchased by such one or more of the defaulting UnderwritersUnderwriter; the Continuing Underwriters Underwriter exercising such right shall purchase such Offered Shares pro rata to their respective percentages aforesaid or in such other proportions as they it may otherwise agree. In the event such right is not exercised, the Continuing Underwriters which are is not in default shall be entitled by written notice to the Corporation to terminate this Agreement without liability. The applicable percentage of the total number of Firm Offered Shares and Option Shares, as applicable, which each of the Underwriters shall be severally separately obligated to purchase is as follows: National Bank Financial Inc. 42.5% Xxxxxxx Xxxxx Ltd. 22.5% Cormark Securities Inc. 15.0% CIBC World Markets Inc. 4.0% Dundee Securities Ltd. 4.0% RBC Dominion Securities Inc. 4.0% Scotia Capital Inc. 4.040% TD Securities Inc. 4.0% 100.00% If the Continuing Underwriters do not elect to purchase the Defaulted Shares, nothing Nothing in this Agreement shall obligate the Corporation to sell the Underwriters less than all of the Firm Shares or all of the Option Shares elected to be purchased by the Underwriters, as the case may be, or shall relieve any Underwriter in default from liability to the Corporation or any Continuing non-defaulting Underwriter in respect of the defaulting Underwriters' Underwriter's default hereunder and the Corporation shall be entitled to terminate its obligations hereunder. In the event of a termination by the Corporation of its obligations under this Agreement 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 may thereafter arise under sections 8, 9 or and 10.

Several Liability of Underwriters. The Underwriters' ’ rights and obligations under this Agreement are several and not joint (or joint and several), several including, without limitation, that: (a) subject to the terms and conditions of this Agreement, each of the Underwriters shall be obligated to purchase only the percentage of the total number of Firm Shares andDebentures, and if applicable, Option Shares Over-Allotment Debentures, set forth opposite their names set forth in this section 18; and (b) if any one or more Underwriters (a “Refusing Underwriter”) does not complete the purchase and sale of the Firm Debentures or, if applicable, the Over-Allotment Debentures, which that Underwriter has agreed to purchase under this Agreement (other than in accordance with section 11), the remaining Underwriters shall (the “Continuing Underwriters”) will be entitled, at their option, to purchase all but not less than all of the Firm Debentures or, if applicable, Over-Allotment Debentures pro rata according to the number of Firm Debentures or, if applicable, Over-Allotment Debentures 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 aggregate purchase its applicable percentage ofprice of the securities to be purchased by the Refusing Underwriter(s) does not exceed 5% of the aggregate purchase price of the Firm Debentures or, if applicable, the Over-Allotment Debentures, the Continuing Underwriters will be obligated to purchase the Firm Debentures, or if applicable, the Over-Allotment Debentures on the terms set out in this Agreement in proportion to their obligations under this Agreement. If the aggregate purchase price of the Firm Debentures or, if applicable, the Over-Allotment Debentures, to be purchased by the Refusing Underwriter(s) exceeds 5% of the aggregate purchase price of the Firm Debentures or, if applicable, the Over-Allotment Debentures, the Continuing Underwriters will not be obligated to purchase the Firm Debentures or, if applicable, the Over-Allotment Debentures and, if the Continuing Underwriters do not elect to purchase such Firm Debentures or, if applicable, the Over-Allotment Debentures: (i) the Continuing Underwriters will not be obligated to purchase such Firm Shares at Debentures or, if applicable, the Closing Time; orOver-Allotment Debentures; (ii) the Option Shares, if any, to be purchased at the Additional Closing Time; (collectively, the "Defaulted Shares"), then the other Underwriters (the "Continuing Underwriters") who are willing and able to purchase their own applicable percentage of the total number of Firm Shares or Option Shares, as the case may be, at the Closing Time or at the Additional Closing Time, as the case may be, shall have the right, but shall Corporation will not be obligated, obligated to purchase sell less than all of the percentage Firm Debentures or, if applicable, the Over-Allotment Debentures; and (iii) the Corporation will be entitled to terminate its obligations under this Agreement, in which event there will be no further liability on the part of the Firm Shares Corporation or the Option SharesContinuing Underwriters, as the case may be, which would otherwise have been purchased by such one or more of the defaulting Underwriters; the Continuing Underwriters exercising such right shall purchase such Offered Shares pro rata to their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event such right is not exercised, the Continuing Underwriters which are not in default shall be entitled by written notice except pursuant to the Corporation to terminate this Agreement without liabilityprovisions of sections 8, 9 and 10. The applicable percentage of the total number of Firm Shares and Option Shares, as applicable, Offered Debentures which each of the Underwriters shall be severally separately obligated to purchase is as follows: National Bank Financial Scotia Capital Inc. 42.530.0% Xxxxxxx Xxxxx Macquarie Capital Markets Canada Ltd. 22.530.0% Cormark Securities Inc. 15.0% CIBC World Markets Inc. 4.0% Dundee Securities Ltd. 4.0Canaccord Genuity Corp. 12.5% RBC Dominion Securities Inc. 4.012.5% Scotia Dundee Securities Ltd. 5.0% FirstEnergy Capital Inc. 4.0Corp. 5.0% TD GMP Securities Inc. 4.0L.P. 5.0% 100.00% If the Continuing Underwriters do not elect to purchase the Defaulted Shares, nothing Nothing in this Agreement shall obligate the Corporation to sell one or any of the Underwriters less than all of the Firm Shares or all of the Option Shares elected to be purchased by the Underwriters, as the case may be, Debentures or shall relieve any Underwriter in default from liability to the Corporation or to any Continuing Underwriter in respect of the defaulting Underwriters' its default hereunder and the Corporation shall be entitled to terminate its obligations hereunder. In the event of a termination by the Corporation of its obligations under this Agreement 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 may thereafter arise under sections 8, 9 or and 10.

Several Liability of Underwriters. The Underwriters' rights and obligations under this Agreement agreement are several and not joint (or joint and several), several including, without limitation, that: (a) subject to the terms and conditions of this Agreement, each of the Underwriters shall be obligated to purchase only the percentage of the total number of Firm Shares and, if applicable, Option Shares Offered Securities set forth opposite their names set forth in this section 18paragraph 19; and (b) if at the Closing Time any one or more of the Underwriters shall fail or refuse to purchase its respective percentage set forth below of the aggregate number of the Offered Securities (other than in accordance with section 11) and the number of such Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than 7% of the aggregate number of Offered Securities to be purchased on such date, the non-defaulting Underwriters shall be obligated severally, in the proportions that the respective percentage set forth below opposite the names of all such non-defaulting Underwriters, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase at such time; and (c) if any one or more of the Underwriters shall not purchase its applicable percentage of: (i) of the Firm Shares Offered Securities at the Closing Time; or (ii) Time and the Option Shares, if any, number of such securities which such defaulting Underwriters or Underwriters agreed but failed or refused to purchase is more than 7% of the aggregate number Offered Securities to be purchased at the Additional Closing Time; (collectively, the "Defaulted Shares")such time, then the other Underwriters (the "Continuing Underwriters") who are willing and able to purchase their own applicable percentage of the total number of Firm Shares or Option Shares, as the case may be, at the Closing Time or at the Additional Closing Time, as the case may be, shall have the right, but shall not be obligated, to purchase all of the percentage of the Firm Shares or the Option Shares, as the case may be, Offered Securities which would otherwise have been purchased by such one or more of the defaulting Underwriters; the Continuing Underwriters exercising such right shall purchase such Offered Shares Securities pro rata to their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event such right is not exercised, the Continuing Underwriters which are not in default shall be entitled by written notice to the Corporation Trust to terminate this Agreement agreement without liability. The applicable percentage of the total number of Firm Shares and Option Shares, as applicable, Offered Securities which each of the Underwriters shall be severally separately obligated to purchase is as follows: National Bank Financial Inc. 42.533.0% Xxxxxxx Xxxxx Ltd. 22.5% Cormark TD Securities Inc. 15.024.0% CIBC World Markets Inc. 4.0% Dundee Securities Ltd. 4.0% RBC Dominion Securities Inc. 4.015.0% Scotia Capital Inc. 4.010.0% TD Canaccord Capital Corporation 5.0% GMP Securities Inc. 4.05.0% 100.00FirstEnergy Capital Corp. 3.0% If the Continuing Underwriters do not elect to purchase the Defaulted Shares, nothing Tristone Capital Inc. 3.0% Haywood Securities Inc. 1.0% Raymxxx Xxxes Ltd. 1.0% Nothing in this Agreement shall agrxxxxxx sxxxx obligate the Corporation Trust to sell the Underwriters less than all of the Firm Shares or all of the Option Shares elected to be purchased by the Underwriters, as the case may be, Offered Receipts and Offered Debentures or shall relieve any Underwriter in default from liability to the Corporation Trust, Harvest or any Continuing non-defaulting Underwriter in respect of the defaulting Underwriters' Underwriter's default hereunder and the Corporation shall be entitled to terminate its obligations hereunder. In the event of a termination by the Corporation Trust or Harvest of its their obligations under this Agreement agreement there shall be no further liability on the part of the Corporation Trust or Harvest to the Underwriters except in respect of any liability which may have arisen or may thereafter arise under sections 8paragraphs 9, 9 or 1010 and 11.

Several Liability of Underwriters. (1) The Underwriters' ’ rights and obligations under this Agreement are several and not joint (or and not joint and several), several including, without limitation, that: (a) subject to the terms and conditions of this Agreement, each of the Underwriters shall be obligated to purchase only the percentage of the total number of Firm Shares Units and, if applicable, Option Shares Units, set forth opposite their names set forth in this section Section 18; and (b) if any one or more of the Underwriters shall not purchase its applicable percentage of: (i) of the Firm Offered Shares at the Closing Time; Time or (ii) the Option Shares, if anyapplicable, to be purchased at the any Additional Closing Time; (collectively, the "Defaulted Shares"), then the other Underwriters (the "Continuing Underwriters") who are willing and able to purchase their own applicable percentage of the total number of Firm Shares or Option Shares, as the case may be, at the Closing Time or at the Additional Closing Time, as the case may be, shall have the right, but shall not be obligatedthe obligation, to purchase all of the percentage of the Firm Offered Shares or the Option Shares, as the case may be, which would otherwise have been purchased by such one or more of the defaulting Underwriters; the Continuing Underwriters exercising such right shall purchase such Offered Shares pro rata to their respective percentages aforesaid or in such other proportions as they may otherwise agreeUnderwriter. In the event such right is not exercised, the Continuing Underwriters which are not in default shall be entitled by written notice to the Corporation to terminate this Agreement without liability. . (2) The applicable percentage of the total number of Firm Shares Offered Units and Option Shares, as applicable, Private Placement Units which each of the Underwriters shall be severally separately obligated to purchase in connection with the Offering and the Concurrent Private Placement, as applicable, is as follows: National Bank Clarus Securities Inc. 80% Xxxxxxx Securities Inc. 10% INFOR Financial Inc. 42.510% (3) If an Underwriter (a “Refusing Underwriter”) shall not complete the purchase and sale of the Offered Units which such Underwriter has agreed to purchase hereunder for any reason whatsoever, the other Underwriters (the “Continuing Underwriters”) shall be obligated severally to purchase such Offered Units which the Refusing Underwriter has failed to purchase, pro rata according to the number of Offered Units to have been acquired by the Continuing Underwriters hereunder or in such other proportions as the Continuing Underwriters may agree in writing; provided, however, that in the event that the percentage of the total number of Offered Units which one or more of the Refusing Underwriters has failed to purchase exceeds 5.0% Xxxxxxx Xxxxx Ltd. 22.5% Cormark Securities Inc. 15.0% CIBC World Markets Inc. 4.0% Dundee Securities Ltd. 4.0% RBC Dominion Securities Inc. 4.0% Scotia Capital Inc. 4.0% TD Securities Inc. 4.0% 100.00% of the total aggregate number of Offered Units which the Underwriters have agreed to purchase, the Continuing Underwriters will be entitled, at their option, (but, for greater certainty, not obligated) to purchase all but not less than all of the Offered Units which would otherwise have been purchased by such Refusing Underwriters pro rata according to the number of Offered Units to have been acquired by the Continuing Underwriters hereunder or in such other proportions as the Continuing Underwriters may agree in writing. If the Continuing Underwriters do not elect to purchase the Defaulted Sharesbalance of the Offered Units pursuant to the foregoing: (a) the Continuing Underwriters shall not be obliged to purchase any of the Offered Units that any Refusing Underwriter is obligated to purchase; and (b) the Corporation will not be obliged to sell less than all of the Offered Units, nothing and the Corporation shall be entitled to terminate its obligations under this Agreement 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 provisions of Section 8, Section 9 and Section 10. (4) Nothing in this Agreement shall obligate the Corporation to sell less than all of the Firm Shares or all of the Option Shares elected to be purchased by the Underwriters, as the case may be, Offered Units or shall relieve any Underwriter in default from liability to the Corporation or any Continuing non-defaulting Underwriter in respect of the defaulting Underwriters' Underwriter’s default hereunder and the Corporation shall be entitled to terminate its obligations hereunder. In the event of a termination by the Corporation of its obligations under this Agreement Agreement, 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 may thereafter arise under sections Section 8, Section 9 or Section 10. (5) Without affecting the firm obligation of the Underwriters to purchase from the Corporation 672,125 Offered Units at the applicable offering price in accordance with this Agreement, after the Underwriters have made reasonable effort to sell all of the Offered Units at the applicable offering price, the offering price for the Offered Units and Private Placement Units may be decreased by the Underwriters and further changed from time to time to an amount not greater than the offering price specified herein. Such decrease in the offering price will not affect the Underwriting Fee to be paid by the Corporation to the Underwriters in respect of the Offering, and it will not decrease the amount of the net proceeds of the Offering to be paid by the Underwriters to the Corporation, before deducting expenses of the Offering. The Underwriters will inform the Corporation if the offering price is decreased.

Several Liability of Underwriters. The Underwriters' ’ rights and obligations under this Agreement are several and not joint (or joint, nor joint and several), including, without limitation, that: (a) subject to the terms and conditions of this Agreement, each of the Underwriters shall be obligated to purchase only the percentage of the total number of Firm Initial Shares at the Closing Time and, if applicable, the Over-Allotment Shares at the Over-Allotment Option Shares Closing Time set forth opposite their names set forth in this section 18Section 22; and (b) if any one or more of the Underwriters shall not purchase its applicable percentage of: (i) of the Firm Initial Shares at the Closing Time; or (ii) the Option SharesTime and, if anyapplicable, to be purchased the Over- Allotment Shares at the Additional Over-Allotment Option Closing Time; (collectively, the "Defaulted Shares"), then the other Underwriters (the "Continuing Underwriters") who are willing and able to purchase their own applicable percentage of the total number of Firm Shares or Option Shares, as the case may be, at the Closing Time or at the Additional Closing Time, as the case may be, shall have the right, but shall not be obligated, to purchase all of the percentage of the Firm Shares or the Option Prospectus Shares, as and if applicable, the case may be, Prospectus Shares which would otherwise have been purchased by such one or more of the defaulting Underwriters; the Continuing non-defaulting Underwriters exercising such right shall purchase such Offered Prospectus Shares pro rata to their respective percentages aforesaid as set forth in this Section 22 or in such other proportions as they may otherwise agree. In If such right is exercised, the event non-defaulting Underwriters shall have the right to postpone the Closing Date or Over-Allotment Option Closing Date, as applicable, for such period, not exceeding five Business Days and not exceeding 42 days from the date of receipt for the Prospectus in order that the required changes, if any, including in the Prospectus or in any other documents or arrangements may be effected. If such right is not exercised, each of the Continuing other Underwriters which are not in default shall be entitled by written notice relieved of all obligations to the Corporation to terminate under this Agreement without liabilityupon submission to the Corporation of reasonable evidence of its ability and willingness to fulfil its obligations hereunder at the Closing Time or Over-Allotment Option Closing Time, as applicable. Nothing in this Section 22 shall oblige the Corporation to sell to any or all of the Underwriters less than all of the aggregate amount of the Prospectus Shares or shall relieve any of the Underwriters in default hereunder from liability to the Corporation. The applicable percentage of the total number of Firm Prospectus Shares and Option Shares, as applicable, which each of the Underwriters shall be severally separately obligated to purchase is as follows: National Bank Financial Inc. 42.5% Xxxxxxx Xxxxx Ltd. 22.5% Cormark Securities Inc. 15.0% CIBC World Markets Inc. 4.0% Dundee Securities Ltd. 4.0Canaccord Genuity Corp. 60 % RBC Dominion Securities Inc. 4.020 % Scotia Capital Inc. 4.06 % TD GMP Securities L.P. 5 % Bxxxx Capital Markets Ltd. 4 % Euro Pacific Canada Inc. 3 % Jacob Securities Inc. 4.01 % 100.00Global Maxfin Capital Inc. 1 % If the Continuing Underwriters do not elect to purchase the Defaulted Shares, nothing in this Agreement shall obligate the Corporation to sell less than all of the Firm Shares or all of the Option Shares elected to be purchased by the Underwriters, as the case may be, or shall relieve any Underwriter in default from liability to the Corporation or any Continuing Underwriter in respect of the defaulting Underwriters' default hereunder and the Corporation shall be entitled to terminate its obligations hereunder. In the event of a termination by the Corporation of its obligations under this Agreement Agreement, 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 may thereafter arise under sections 8Section 11, 9 or 10Section 12 and Section 13.

Several Liability of Underwriters. The Underwriters' ’ rights and obligations under this Agreement are several and not joint (or joint, nor joint and several), including, without limitation, that: (a) subject to the terms and conditions of this Agreement, each of the Underwriters shall be obligated to purchase only the percentage of the total number of Firm Offered Shares and, if applicable, Option Shares at the Closing Time set forth opposite their names set forth in this section 18Section 24; and (b) if any one or more of the Underwriters shall not purchase its applicable percentage of: (i) of the Firm Offered Shares at the Closing Time; or (ii) the Option Shares, if any, to be purchased at the Additional Closing Time; (collectively, the "Defaulted Shares"), Time then the other Underwriters (the "Continuing Underwriters") who are willing and able to purchase their own applicable percentage of the total number of Firm Shares or Option Shares, as the case may be, at the Closing Time or at the Additional Closing Time, as the case may be, shall have the right, but shall not be obligated, to purchase all of the percentage of the Firm Shares or the Option Offered Shares, as and if applicable, the case may be, Offered Shares which would otherwise have been purchased by such one or more of the defaulting Underwriters; the Continuing non-defaulting Underwriters exercising such right shall purchase such Offered Shares pro rata to their respective percentages aforesaid as set forth in this Section 24 or in such other proportions as they may otherwise agree. In If such right is exercised, the event non-defaulting Underwriters shall have the right to postpone the Closing Date for such period, not exceeding five Business Days and not exceeding 42 days from the date of receipt for the Prospectus in order that the required changes, if any, including in the Prospectus or in any other documents or arrangements may be effected. If such right is not exercised, each of the Continuing other Underwriters which are not in default shall be entitled by written notice relieved of all obligations to the Corporation to terminate Selling Shareholders under this Agreement without liabilityupon submission to the Selling Shareholders of reasonable evidence of its ability and willingness to fulfil its obligations hereunder at the Closing Time. Nothing in this Section 24 shall oblige the Selling Shareholders to sell to any or all of the Underwriters less than all of the aggregate amount of the Offered Shares or shall relieve any of the Underwriters in default hereunder from liability to the Selling Shareholders. The applicable percentage of the total number of Firm Offered Shares and Option Shares, as applicable, which each of the Underwriters shall be severally separately obligated to purchase is as follows: National Bank Financial Inc. 42.5% Xxxxxxx Xxxxx Ltd. 22.5% Cormark Securities Inc. 15.0% CIBC World Markets Inc. 4.0% Dundee Securities Ltd. 4.0Canaccord Genuity Corp. 75 % RBC Dominion Securities Inc. 4.020 % Scotia Capital Inc. 4.05 % TD Securities Inc. 4.0% 100.00% If the Continuing Underwriters do not elect to purchase the Defaulted Shares, nothing in this Agreement shall obligate the Corporation to sell less than all of the Firm Shares or all of the Option Shares elected to be purchased by the Underwriters, as the case may be, or shall relieve any Underwriter in default from liability to the Corporation or any Continuing Underwriter in respect of the defaulting Underwriters' default hereunder and the Corporation shall be entitled to terminate its obligations hereunder. In the event of a termination by the Corporation of its obligations under this Agreement Agreement, there shall be no further liability on the part of the Corporation or the Selling Shareholders to the Underwriters except in respect of any liability which may have arisen or may thereafter arise under sections 8Section 11, 9 or 10Section 13 and Section 14.

Several Liability of Underwriters. The Underwriters' ’ rights and obligations under this Agreement are several and not joint (or joint and several), including, without limitation, that: (a) subject to the terms and conditions of this Agreement, each of the Underwriters shall be obligated to purchase only the percentage of the total number of Firm Shares and Flow-Through Shares (collectively, the “Firm Securities”) and, if applicable, Option Shares set forth opposite their names set forth in this section 18; and (b) if any one or more of the Underwriters shall not purchase its applicable percentage of: (i) the Firm Shares Securities at the Closing Time; or (ii) the Option Shares, if any, to be purchased at the Additional Closing Time; (collectively, the "“Defaulted Shares"Securities”), then the other Underwriters (the "“Continuing Underwriters"”) who are willing and able to purchase their own applicable percentage of the total number of Firm Shares Securities or Option Shares, as the case may be, at the Closing Time or at the Additional Closing Time, as the case may be, shall have the right, but shall not be obligated, to purchase all of the percentage of the Firm Shares Securities or the Option Shares, as the case may be, which would otherwise have been purchased by such one or more of the defaulting Underwriters; the Continuing Underwriters exercising such right shall purchase such Offered Shares pro rata to their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event such right is not exercised, the Continuing Underwriters which are not in default shall be entitled by written notice to the Corporation to terminate this Agreement without liability. The applicable percentage of the total number of Firm Shares Securities and Option Shares, as applicable, which each of the Underwriters shall be severally obligated to purchase is as follows: National Bank Financial Macquarie Capital Markets Canada Ltd. 30% Cormark Securities Inc. 42.525% Dundee Securities Ltd. 25% Casimir Capital Ltd. 10% Xxxxxx Xxxxxxxx Canada Inc. 7% Xxxxxxx Xxxxx Ltd. 22.53% Cormark Securities Inc. 15.0% CIBC World Markets Inc. 4.0% Dundee Securities Ltd. 4.0% RBC Dominion Securities Inc. 4.0% Scotia Capital Inc. 4.0% TD Securities Inc. 4.0% 100.00100% If the Continuing Underwriters do not elect to purchase the Defaulted SharesSecurities, nothing in this Agreement shall obligate the Corporation to sell less than all of the Firm Shares Securities or all of the Option Shares elected to be purchased by the UnderwritersShares, as the case may be, or shall relieve any Underwriter in default from liability to the Corporation or any Continuing Underwriter in respect of the defaulting Underwriters' ’ default hereunder and the Corporation shall be entitled to terminate its obligations hereunder. In the event of a termination by the Corporation of its obligations under this Agreement 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 may thereafter arise under sections 8, 9 or 10. Notwithstanding anything to the contrary in this Agreement, each Underwriter may arrange for Substituted Purchasers in the United States to purchase from the Corporation some or all of such Underwriter’s purchase obligations contained in this section 18.

Several Liability of Underwriters. The Underwriters' ’ rights and obligations under this Agreement are several and not joint (or joint and several), several including, without limitation, that: (a) subject to the terms and conditions of this Agreement, each of the Underwriters shall be obligated to purchase only the percentage of the total number of Firm Shares and, if applicable, Option Shares Debentures or Additional Debentures set forth opposite their names set forth in this section 18; and20; (b) if any one or more of the Underwriters shall not purchase its applicable percentage of: (i) the Firm Shares Debentures at the Closing Time; or (ii) the Option SharesAdditional Debentures, if any, to be purchased at the Additional Closing Time; (collectively, the "“Defaulted Shares"Securities”), then the other Underwriters (the "“Continuing Underwriters"”) who are willing and able to purchase their own applicable percentage of the total number of Firm Shares Debentures or Option SharesAdditional Debentures, as the case may be, at the Closing Time or at the Additional Over-Allotment Option Closing Time, as the case may be, shall have the right, but shall not be obligated, to purchase all of the percentage of the Firm Shares Debentures or the Option SharesAdditional Debentures, as the case may be, which would otherwise have been purchased by such one or more of the defaulting Underwriters; the Continuing Underwriters exercising such right shall purchase such Offered Shares Firm Debentures or Additional Debentures, as applicable, pro rata to their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event such right is not exercised, the Continuing Underwriters which are not in default shall be entitled by written notice to the Corporation to terminate this Agreement without liability, provided that in the event that the percentage of the total number of the Defaulted Securities is not more than 6.25% of the total number of the Firm Debentures or Additional Debentures, as applicable, the Continuing Underwriters shall have the obligation, to purchase severally on a pro rata basis (or such other basis as the Continuing Underwriters may agree) all, but not less than all, of the Defaulted Securities which would otherwise have been purchased by the one or more Underwriters which failed or refused to purchase. The applicable percentage of the total number of Firm Shares and Option SharesDebentures or Additional Debentures, as applicable, which each of the Underwriters shall be severally separately obligated to purchase is as follows: National Bank Financial Inc. 42.5% Xxxxxxx Xxxxx Ltd. 22.5% Cormark TD Securities Inc. 15.050 % Macquarie Capital Markets Canada Ltd. 12.50 % RBC Dominion Securities Inc. 12.50 % UBS Securities Canada Inc. 12.50 % CIBC World Markets Inc. 4.06.25 % Dundee Securities Xxxxx Capital Markets Ltd. 4.06.25 % RBC Dominion Securities Inc. 4.0% Scotia Capital Inc. 4.0% TD Securities Inc. 4.0% 100.00100.0 % If the Continuing Underwriters do not elect to purchase the Defaulted SharesSecurities, nothing in this Agreement shall obligate the Corporation to sell less than all of the Firm Shares Debentures or all of the Option Shares elected to be purchased by the UnderwritersAdditional Debentures, as the case may be, or shall relieve any Underwriter in default from liability to the Corporation or any Continuing Underwriter in respect of the defaulting Underwriters' ’ default hereunder and the Corporation shall be entitled to terminate its obligations hereunder. In the event of a termination by the Corporation of its obligations under this Agreement 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 may thereafter arise under sections 89, 9 10 or 1011.

Several Liability of Underwriters. The Underwriters' rights and obligations under this Agreement agreement are several and not joint (or joint and several), several including, without limitation, that: (a) subject to the terms and conditions of this Agreement, each of the Underwriters shall be obligated to purchase only the percentage of the total number of Firm Shares and, if applicable, Option Shares Purchased Securities set forth opposite their names set forth in this section 18Section 20; and (b) if any one or more of the Underwriters shall does not purchase its applicable percentage of: (i) of the Firm Shares at the Closing Time; or (ii) the Option Sharestotal number of Purchased Securities, if any, to be purchased at the Additional Closing Time; (collectively, the "Defaulted Shares"), then the other Underwriters (the "Continuing Underwriters") who are shall be willing and able to purchase their own applicable percentage of the total number of Firm Shares or Option Shares, as Purchased Securities shall be relieved of their obligations hereunder on submission to the case may be, Trust of reasonable evidence of their ability and willingness to fulfil their obligations hereunder at the Closing Time or at the Additional Closing Time, as provided that, notwithstanding the case may beprovisions of paragraph (b) of this Section 20, the Underwriters who shall be willing and able to purchase their applicable percentage of the total number of Purchased Securities shall have the right, but shall not be obligatedthe obligation, to purchase all the total number of the percentage of the Firm Shares or the Option Shares, as the case may be, which would otherwise have been purchased by such one or more of the defaulting Underwriters; the Continuing Underwriters exercising such right shall purchase such Offered Shares pro rata to their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event such right is not exercised, the Continuing Underwriters which are not in default shall be entitled by written notice to the Corporation to terminate this Agreement without liabilityPurchased Securities. The applicable percentage of the total number of Firm Shares and Option Shares, as applicable, Purchased Securities which each of the Underwriters shall be severally separately obligated to purchase is as follows: National Bank Financial Inc. 42.5% BMO Xxxxxxx Xxxxx Ltd. 22.5% Cormark Securities Inc. 15.027.0% CIBC World Markets Inc. 4.0% Dundee Securities Ltd. 4.0% RBC Dominion Securities Inc. 4.027.0% Scotia Capital Inc. 4.014.0% TD Securities Inc. 4.014.0% 100.00National Bank Financial Inc. 5.0% If the Continuing Underwriters do not elect to purchase the Defaulted Shares, nothing FirstEnergy Capital Corp. 3.0% First Associates Investments Inc. 3.0% GMP Securities Ltd. 3.0% Xxxxxxx Xxxxx Ltd. 3.0% Xxxxxx & Co. Limited 1.0% TOTAL: 100.0% Nothing in this Agreement agreement shall obligate the Corporation Trust to sell to the Underwriters less than all of the Offered Receipts and Firm Shares Debentures or all of the Option Shares elected to be purchased by the Underwriters, as the case may be, or shall relieve any Underwriter in default from liability to the Corporation Trust, POT or the Administrator or any Continuing non-defaulting Underwriter in respect of the defaulting Underwriters' Underwriter's default hereunder and the Corporation shall be entitled to terminate its obligations hereunder. In the event of a termination by the Corporation Trust, POT or the Administrator of its their obligations under this Agreement agreement, there shall be no further liability on the part of the Corporation Trust, POT or the Administrator to the Underwriters except in respect of any liability which may have arisen or may thereafter arise under sections 8Sections 10, 9 11 or 1012.

Several Liability of Underwriters. The Underwriters' rights and obligations under this Agreement agreement are several and not joint (or joint and several), several including, without limitation, that: (a) subject to the terms and conditions of this Agreement, each of the Underwriters shall be obligated to purchase only the percentage of the total number of Firm Shares and, if applicable, Option Shares Offered Units set forth opposite their names set forth in this section 18; and (b) if any one or more an Underwriter (a “Refusing 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 sections 11 and 16) (the “Defaulted Units”), Salman Partners Inc. may delay the Closing Date for not more than five days and the remaining Underwriters shall (the “Continuing Underwriters”) will be entitled, at their option, to purchase all but not less than all of the Defaulted Units pro rata according to the number of Offered Units 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 Units to be purchased by the Refusing Underwriter(s) does not exceed 10% of the Offered Units, the Continuing Underwriters will be obligated to purchase its applicable percentage ofthe Defaulted Units on the terms set out in this Agreement in proportion to their obligations under this Agreement. If the number of Defaulted Units to be purchased by Refusing Underwriters exceeds 10% of the Offered Units, the Continuing Underwriters will not be obliged to purchase the Defaulted Units and, if the Continuing Underwriters so not elect to purchase the Defaulted Units: (i) the Firm Shares at Continuing Underwriters will not be obliged to purchase any of the Closing Time; orOffered Units; (ii) the Option SharesCorporation will not be obliged to sell less than all of the Offered Units; and (iii) the Corporation will be entitled to terminate its obligations under this Agreement arising from its acceptance of this offer, if any, to in which event there will be purchased at no further liability on the Additional Closing Time; (collectively, part of the "Defaulted Shares"), then Corporation or the other Underwriters (the "Continuing Underwriters") who are willing , except pursuant to the provisions of sections 8, 9 and able 10. Nothing in this section obliges the Corporation to sell under this Agreement less than all the Offered Units or will relieve from responsibility to the Corporation under this Agreement any Underwriter that has defaulted in its obligation to purchase their own its applicable percentage of the total aggregate number of Firm Shares or Option Shares, as the case may be, at the Closing Time or at the Additional Closing Time, as the case may be, shall have the right, but shall not Offered Units to be obligated, to purchase all of the percentage of the Firm Shares or the Option Shares, as the case may be, which would otherwise have been purchased by such one or more of the defaulting Underwriters; the Continuing Underwriters exercising such right shall purchase such Offered Shares pro rata to their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event such right is not exercised, the Continuing Underwriters which are not in default shall be entitled by written notice to the Corporation to terminate this Agreement without liabilitysold hereunder. The applicable percentage of the total number of Firm Shares and Option Shares, as applicable, Offered Units which each of the Underwriters shall be severally separately obligated to purchase is as follows: National Bank Financial Inc. 42.5Canaccord Capital Corporation 35% BMO Xxxxxxx Xxxxx Ltd. 22.5Inc. 10% Cormark Securities First Associates Investments Inc. 15.010% CIBC World Markets Salman Partners Inc. 4.0shall be entitled to a step-up fee of 5% Dundee Securities Ltd. 4.0% RBC Dominion Securities Inc. 4.0% Scotia Capital Inc. 4.0% TD Securities Inc. 4.0% 100.00% If of the Continuing Underwriting Fee. The Underwriters do acknowledge that the step-up fee shall not elect increase the amount of the Underwriting Fee paid by the Corporation to purchase the Defaulted Shares, nothing Underwriters hereunder. Nothing in this Agreement agreement shall obligate the Corporation to sell the Underwriters less than all of the Firm Shares or all of the Option Shares elected to be purchased by the Underwriters, as the case may be, Purchased Units or shall relieve any Underwriter in default from liability to the Corporation or any Continuing non-defaulting Underwriter in respect of the defaulting Underwriters' Underwriter's default hereunder and the Corporation shall be entitled to terminate its obligations hereunder. In the event of a termination by the Corporation of its obligations under this Agreement agreement, 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 may thereafter arise under sections section 8, 9 or 10.

Several Liability of Underwriters. The Underwriters' rights and obligations under this Agreement agreement are several and not joint (or joint and several), several including, without limitation, that: (a) subject to the terms and conditions of this Agreement, each of the Underwriters shall be obligated to purchase only the percentage of the total number of Firm Shares and, if applicable, Option Shares Debentures set forth opposite their names set forth in this section 18Section 20; and (b) if any one or more an Underwriter (a “Refusing Underwriter”) does not complete the purchase and sale of the Firm Debentures which that Underwriter has agreed to purchase under this agreement (other than in accordance with section 13) (the “Defaulted Securities”), the remaining Underwriters shall (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 Firm Debentures 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 agreement has been made and the aggregate number of Defaulted Securities to be purchased by the Refusing Underwriter(s) does not exceed 5% of the Firm Debentures, the Continuing Underwriters will be obligated to purchase its applicable percentage ofthe Defaulted Securities on the terms set out in this agreement in proportion to their obligations under this agreement. If the aggregate number of Defaulted Securities to be purchased by the Refusing Underwriter(s) exceeds 5% of the Firm Debentures, 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: (i) the Continuing Underwriters will not be obligated to purchase any of the Firm Shares at the Closing Time; orDebentures; (ii) the Option Shares, if any, to be purchased at the Additional Closing Time; (collectively, the "Defaulted Shares"), then the other Underwriters (the "Continuing Underwriters") who are willing and able to purchase their own applicable percentage of the total number of Firm Shares or Option Shares, as the case may be, at the Closing Time or at the Additional Closing Time, as the case may be, shall have the right, but shall Trust will not be obligated, obligated to purchase sell less than all of the percentage Firm Debentures; and (iii) the Trust, POT and the Administrator will be entitled to terminate their obligations under this agreement, in which event there will be no further liability on the part of the Firm Shares such parties or the Option SharesContinuing Underwriters, as the case may be, which would otherwise have been purchased by such one or more of the defaulting Underwriters; the Continuing Underwriters exercising such right shall purchase such Offered Shares pro rata to their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event such right is not exercised, the Continuing Underwriters which are not in default shall be entitled by written notice except pursuant to the Corporation to terminate this Agreement without liabilityprovisions of sections 10, 11 and 12 hereof. The applicable percentage of the total number of Firm Shares and Option Shares, as applicable, Debentures which each of the Underwriters shall be severally separately obligated to purchase is as follows: National Bank Financial Inc. 42.5% BMO Xxxxxxx Xxxxx Ltd. 22.5% Cormark Securities Inc. 15.027.0% CIBC World Markets Inc. 4.0% Dundee Securities Ltd. 4.0% RBC Dominion Securities Inc. 4.027.0% Scotia Capital Inc. 4.014.0% TD Securities Inc. 4.014.0% 100.00National Bank Financial Inc. 5.0% If the Continuing Underwriters do not elect to purchase the Defaulted Shares, nothing Blackmont Capital Inc. 3.0% FirstEnergy Capital Corp. 3.0% GMP Securities L.P. 3.0% Xxxxxxx Xxxxx Ltd. 3.0% Xxxxxx & Co. Limited 1.0% TOTAL: 100.0% Nothing in this Agreement agreement shall obligate the Corporation Trust to sell to the Underwriters less than all of the Firm Shares Debentures or all of the Option Shares elected to be purchased by the Underwriters, as the case may be, or shall relieve any Underwriter in default from liability to the Corporation Trust, POT or the Administrator or any Continuing non-defaulting Underwriter in respect of the defaulting Underwriters' Underwriter's default hereunder and the Corporation shall be entitled to terminate its obligations hereunder. In the event of a termination by the Corporation Trust, POT or the Administrator of its their obligations under this Agreement agreement, there shall be no further liability on the part of the Corporation Trust, POT or the Administrator to the Underwriters except in respect of any liability which may have arisen or may thereafter arise under sections 8Sections 10, 9 11 or 1012.

Several Liability of Underwriters. The Underwriters' rights and obligations under this Agreement are several and not joint (or joint and several), several including, without limitation, that: (a) subject to the terms and conditions of this Agreement, each of the Underwriters shall be obligated to purchase only the percentage of the total number of Firm Shares and, if applicable, Option Over-Allotment Shares set forth opposite their names set forth in this section 18; and; (b) if any one or more of the Underwriters shall not purchase its applicable percentage of: (i) the Firm Shares at the Closing Time; or (ii) the Option Shares, if any, to be purchased at the Additional Closing Time; (collectively, the "Defaulted Shares"), then the other Underwriters (the "Continuing Underwriters") who are willing and able fails or refuses to purchase their own applicable percentage of the total number of Firm Shares or Option Shares, as the case may be, at the Closing Time or at the Additional Closing Time, as the case may beapplicable, shall have the right, but shall not be obligated, to purchase all of the its applicable percentage of the Firm Offered Shares (other than in accordance with section 11), and the number of such Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than 10% of the Option Sharesaggregate number of Offered Shares to be purchased at such time, then the remaining Underwriters shall be obligated to purchase on a pro rata basis (or on such other basis as may be agreed to by the case may beremaining Underwriters) all, but not less than all, of the Offered Shares which would otherwise have been purchased by such the defaulting Underwriter or Underwriters. If one or more of the defaulting Underwriters; Underwriters fails or refuses to purchase at the Continuing Underwriters exercising such right shall purchase Closing Time or the Additional Closing Time, as applicable, its applicable percentage of the Offered Shares (other than in accordance with section 11) and the number of such Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is more than 10% of the aggregate number of Offered Shares to be purchased at such time, then the remaining Underwriters shall have the right, but not the obligation, to purchase on a pro rata to their respective percentages aforesaid basis (or in on such other proportions basis as they may be agreed to by the remaining Underwriters) all, but not less than all, of the Offered Shares which would otherwise agreehave been purchased by the defaulting Underwriter or Underwriters, and the remaining Underwriters shall also have the right, by notice in writing to the Corporation, to postpone the Closing Time or the Additional Closing Time, as applicable, for a period not exceeding five business days to determine whether or not to exercise such right to purchase. In the event that such right is not exercised, the Continuing Underwriter or Underwriters which are not in default able and willing to purchase shall be entitled by written notice relieved of all obligations to the Corporation to terminate this Agreement without liabilityCorporation. The applicable percentage of the total number of Firm Offered Shares and Option Shares, as applicable, which each of the Underwriters shall be severally separately obligated to purchase is as follows: National Bank Financial Inc. 42.5% Xxxxxxx Xxxxx Macquarie Capital Markets Canada Ltd. 22.5% Cormark Securities Inc. 15.0% CIBC World Markets Inc. 4.050.0% Dundee Securities Ltd. 4.0Corporation 15.0% RBC Dominion GMP Securities Inc. 4.0L.P. 15.0% Scotia Canaccord Genuity Corp. 5.0% FirstEnergy Capital Inc. 4.0Corp. 5.0% TD Securities Inc. 4.0Xxxxxx Xxxxxxxxx Limited 5.0% 100.00Xxxxxx & Co. Limited 5.0% If the Continuing Underwriters do not elect to purchase the Defaulted Shares, nothing Nothing in this Agreement shall obligate the Corporation to sell the Underwriters less than all of the Firm Shares or all of the Option Shares elected to be purchased by the Underwriters, as the case may be, or shall relieve any Underwriter in default from liability to the Corporation or any Continuing non-defaulting Underwriter in respect of the defaulting Underwriters' Underwriter's default hereunder and the Corporation shall be entitled to terminate its obligations hereunder. In the event of a termination by the Corporation of its obligations under this Agreement 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 may thereafter arise under sections 8, 9 or and 10.

Several Liability of Underwriters. The Underwriters' ’ rights and obligations under this Agreement are several and not joint (or joint and several), several including, without limitation, that: (a) subject to the terms and conditions of this Agreement, each of the Underwriters shall be obligated to purchase only the percentage of the total number of Firm Shares and, if applicable, Option Over-Allotment Shares set forth opposite their names set forth in this section 18; and (b) if at the Closing Time or, if applicable, the Additional Closing Time, any one or more of the Underwriters shall fail or refuse to purchase its respective percentage set forth below of the aggregate number of the Offered Shares (other than in accordance with section 11) and the number of such Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than 7.5% of the aggregate number of Offered Shares to be purchased on such date, the non-defaulting Underwriters shall be obligated severally, in the proportions represented by the respective percentage set forth below opposite the names of all such non-defaulting Underwriters, to purchase the Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase at such time; and (c) if any one or more of the Underwriters shall not purchase its applicable percentage of: (i) of the Firm Offered Shares at the Closing Time; , or (ii) the Option Shares, if anyapplicable, the Additional Closing Time, and the number of such securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is more than 7.5% of the aggregate number of Offered Shares to be purchased at the Additional Closing Time; (collectively, the "Defaulted Shares")such time, then the other Underwriters (the "Continuing Underwriters") who are willing and able to purchase their own applicable percentage of the total number of Firm Shares or Option Shares, as the case may be, at the Closing Time or at the Additional Closing Time, as the case may be, shall have the right, but shall not be obligatedthe obligation, to purchase all of the percentage of the Firm Offered Shares or the Option Shares, as the case may be, which would otherwise have been purchased by such one or more of the defaulting Underwriters; the Continuing Underwriters exercising such right shall purchase such Offered Shares pro rata to their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event such right is not exercised, the Continuing Underwriters which are not in default shall be entitled by written notice to the Corporation to terminate this Agreement without liability. The applicable percentage of the total number of Firm Offered Shares and Option Shares, as applicable, which each of the Underwriters shall be severally separately obligated to purchase is as follows: Canaccord Genuity Corp. 35 % Dundee Securities Ltd. 30 % AltaCorp Capital Inc. 5 % Macquarie Capital Markets Canada Ltd. 5 % National Bank Financial Inc. 42.55 % Xxxxxxx Xxxxx Ltd. 22.5Northland Securities, Inc. 5 % Cormark TD Securities Inc. 15.05 % CIBC World Markets Inc. 4.02.5 % Dundee GMP Securities Ltd. 4.0L.P. 2.5 % RBC Dominion Securities Paradigm Capital Inc. 4.02.5 % Scotia Capital Inc. 4.02.5 % TD Securities Inc. 4.0100 % 100.00% If the Continuing Underwriters do not elect to purchase the Defaulted Shares, nothing Nothing in this Agreement shall obligate the Corporation to sell the Underwriters less than all of the Firm Shares or all of the Option Shares elected to be purchased by the Underwriters, as the case may be, or shall relieve any Underwriter in default from liability to the Corporation or any Continuing non-defaulting Underwriter in respect of the defaulting Underwriters' Underwriter’s default hereunder and the Corporation shall be entitled to terminate its obligations hereunder. In the event of a termination by the Corporation of its obligations under this Agreement 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 may thereafter arise under sections 8, 9 or and 10.

Several Liability of Underwriters. The Underwriters' ’ rights and obligations under this Agreement agreement are several and not joint (or joint and several), several including, without limitation, that: (a) subject to the terms and conditions of this Agreement, each of the Underwriters shall be obligated to purchase only the percentage of the total number of Firm Shares Prospectus Securities and, if applicable, Over-Allotment Option Shares Securities set forth opposite their names set forth in this section 18; and (b) if any one or more of the Underwriters shall not purchase its applicable percentage of: (i) the Firm Shares at the Closing Time; or (ii) the Option Shares, if any, to be purchased at the Additional Closing Time; (collectively, the "Defaulted Shares"), then the other Underwriters (the "Continuing Underwriters") who are willing and able to purchase their own applicable percentage of the total number of Firm Shares or Option Shares, as the case may be, at the Closing Time or at the Additional Closing Time, as the case may be, shall have the right, but shall not be obligated, to purchase all of the percentage of the Firm Shares or the Option Shares, as the case may be, which would otherwise have been purchased by such one or more of the defaulting Underwriters; the Continuing Underwriters exercising such right shall purchase such Offered Shares pro rata to their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event such right is not exercised, the Continuing Underwriters which are not in default shall be entitled by written notice to the Corporation to terminate this Agreement without liability. The applicable percentage of the total number of Firm Shares and Option Shares, as applicable, Offered Securities which each of the Underwriters shall be severally separately obligated to purchase is as follows: National Bank Financial Inc. 42.5% Xxxxxxx Xxxxx Ltd. 22.5% Cormark TD Securities Inc. 15.048.0 % Genuity Capital Markets 19.5 CIBC World Markets Inc. 4.0% Dundee Securities Ltd. 4.0% RBC Dominion 10.0 Desjardins Securities Inc. 4.0% Scotia 7.5 Blackmont Capital Inc. 4.05.0 Canaccord Capital Corporation 5.0 Lxxxxx Brothers Canada Inc. 5.0 100.0 % (c) If one or more of the Underwriters (the “Refusing Underwriters”) do not complete the purchase and sale of the Offered Securities which such Underwriters have agreed to purchase under this agreement (other than in accordance with section 11) (the “Defaulted Securities”) and if the number of Defaulted Securities is 10% or less of the aggregate number of Offered Securities to be purchased at such time, the Continuing Underwriters shall purchase the Defaulted Securities pro rata to their respective underwriting percentages. If the number of Defaulted Securities is more than 10% of such aggregate number, TD Securities Inc. 4.0% 100.00% may delay the Closing Date or the Additional Closing Date, as the case may be, for not more than five Business 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 Offered Securities 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, the Continuing Underwriters will not be obliged to purchase the Defaulted Securities and, if the Continuing Underwriters do not elect to purchase the Defaulted SharesSecurities: (i) the Continuing Underwriters will not be obliged to purchase any of the Offered Securities; (ii) the Corporation will not be obliged to sell less than all of the Prospectus Securities or to the extent the Over-Allotment Option is exercised, nothing the Over-Allotment Option Securities; (iii) the Corporation will be entitled to terminate its obligations under this agreement, in which event there will be no further liability thereunder on the part of the Corporation or the Continuing Underwriters, except pursuant to the provisions of sections 7(b)(lviii), 9, and 10; and (iv) any liability of the Refusing Underwriters will remain unaffected. (d) Nothing in this Agreement agreement shall obligate the Corporation to sell less than all of the Firm Shares Prospectus Securities or all of to the extent the Over- Allotment Option Shares elected to be purchased by is exercised, the Underwriters, as the case may beOver-Allotment Option Securities, or shall relieve any Underwriter in default from liability to the Corporation or any Continuing non-defaulting Underwriter in respect of the defaulting Underwriters' Underwriter’s default hereunder and the Corporation shall be entitled to terminate its obligations hereunder. In the event of a termination by the Corporation of its obligations under this Agreement 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 may thereafter arise under sections 8, 9 or 10.

Several Liability of Underwriters. (1) The Underwriters' ’ rights and obligations under this Agreement are several and not joint (or and not joint and several), several including, without limitation, that: (a) subject to the terms and conditions of this Agreement, each of the Underwriters shall be obligated to purchase only the percentage of the total number of Firm Shares Units and, if applicable, Option Shares Units, set forth opposite their names set forth in this section Section 18; and (b) if any one or more of the Underwriters shall not purchase its applicable percentage of: (i) of the Firm Offered Shares at the Closing Time; Time or (ii) the Option Shares, if anyapplicable, to be purchased at the any Additional Closing Time; (collectively, the "Defaulted Shares"), then the other Underwriters (the "Continuing Underwriters") who are willing and able to purchase their own applicable percentage of the total number of Firm Shares or Option Shares, as the case may be, at the Closing Time or at the Additional Closing Time, as the case may be, shall have the right, but shall not be obligatedthe obligation, to purchase all of the percentage of the Firm Offered Shares or the Option Shares, as the case may be, which would otherwise have been purchased by such one or more of the defaulting Underwriters; the Continuing Underwriters exercising such right shall purchase such Offered Shares pro rata to their respective percentages aforesaid or in such other proportions as they may otherwise agreeUnderwriter. In the event such right is not exercised, the Continuing Underwriters which are not in default shall be entitled by written notice to the Corporation to terminate this Agreement without liability. . (2) The applicable percentage of the total number of Firm Shares Offered Units and Option Shares, as applicable, Private Placement Units which each of the Underwriters shall be severally separately obligated to purchase in connection with the Offering and the Concurrent Private Placement, as applicable, is as follows: National Bank Clarus Securities Inc. 80 % Hxxxxxx Securities Inc. 10 % INFOR Financial Inc. 42.510 % (3) If an Underwriter (a “Refusing Underwriter”) shall not complete the purchase and sale of the Offered Units which such Underwriter has agreed to purchase hereunder for any reason whatsoever, the other Underwriters (the “Continuing Underwriters”) shall be obligated severally to purchase such Offered Units which the Refusing Underwriter has failed to purchase, pro rata according to the number of Offered Units to have been acquired by the Continuing Underwriters hereunder or in such other proportions as the Continuing Underwriters may agree in writing; provided, however, that in the event that the percentage of the total number of Offered Units which one or more of the Refusing Underwriters has failed to purchase exceeds 5.0% Xxxxxxx Xxxxx Ltd. 22.5% Cormark Securities Inc. 15.0% CIBC World Markets Inc. 4.0% Dundee Securities Ltd. 4.0% RBC Dominion Securities Inc. 4.0% Scotia Capital Inc. 4.0% TD Securities Inc. 4.0% 100.00% of the total aggregate number of Offered Units which the Underwriters have agreed to purchase, the Continuing Underwriters will be entitled, at their option, (but, for greater certainty, not obligated) to purchase all but not less than all of the Offered Units which would otherwise have been purchased by such Refusing Underwriters pro rata according to the number of Offered Units to have been acquired by the Continuing Underwriters hereunder or in such other proportions as the Continuing Underwriters may agree in writing. If the Continuing Underwriters do not elect to purchase the Defaulted Sharesbalance of the Offered Units pursuant to the foregoing: (a) the Continuing Underwriters shall not be obliged to purchase any of the Offered Units that any Refusing Underwriter is obligated to purchase; and (b) the Corporation will not be obliged to sell less than all of the Offered Units, nothing and the Corporation shall be entitled to terminate its obligations under this Agreement 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 provisions of Section 8, Section 9 and Section 10. (4) Nothing in this Agreement shall obligate the Corporation to sell less than all of the Firm Shares or all of the Option Shares elected to be purchased by the Underwriters, as the case may be, Offered Units or shall relieve any Underwriter in default from liability to the Corporation or any Continuing non-defaulting Underwriter in respect of the defaulting Underwriters' Underwriter’s default hereunder and the Corporation shall be entitled to terminate its obligations hereunder. In the event of a termination by the Corporation of its obligations under this Agreement Agreement, 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 may thereafter arise under sections Section 8, Section 9 or Section 10. (5) Without affecting the firm obligation of the Underwriters to purchase from the Corporation 672,125 Offered Units at the applicable offering price in accordance with this Agreement, after the Underwriters have made reasonable effort to sell all of the Offered Units at the applicable offering price, the offering price for the Offered Units and Private Placement Units may be decreased by the Underwriters and further changed from time to time to an amount not greater than the offering price specified herein. Such decrease in the offering price will not affect the Underwriting Fee to be paid by the Corporation to the Underwriters in respect of the Offering, and it will not decrease the amount of the net proceeds of the Offering to be paid by the Underwriters to the Corporation, before deducting expenses of the Offering. The Underwriters will inform the Corporation if the offering price is decreased.

Several Liability of Underwriters. The Underwriters' rights and obligations under this Agreement agreement are several and not joint (or joint and several), several including, without limitation, that: (a) subject to the terms and conditions of this Agreement, each of the Underwriters shall be obligated to purchase only the percentage of the total number of Firm Shares and, if applicable, Option Shares Trust Units set forth opposite their names set forth in this section paragraph 18; and (b) if at the Closing Time any one or more of the Underwriters shall fail or refuse to purchase its respective percentage set forth below of the aggregate number of the Trust Units (other than in accordance with section 11) and the number of such Trust Units which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than 7% of the aggregate number of Trust Units to be purchased on such date, the non-defaulting Underwriters shall be obligated severally, in the proportions that the respective percentage set forth below opposite the names of all such non-defaulting Underwriters, to purchase the Trust Units which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase at such time; and (c) if any one or more of the Underwriters shall not purchase its applicable percentage of: (i) of the Firm Shares Trust Units at the Closing Time; or (ii) Time and the Option Shares, if any, number of such securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is more than 7% of the aggregate number of Trust Units to be purchased at the Additional Closing Time; (collectively, the "Defaulted Shares")such time, then the other Underwriters (the "Continuing Underwriters") who are willing and able to purchase their own applicable percentage of the total number of Firm Shares or Option Shares, as the case may be, at the Closing Time or at the Additional Closing Time, as the case may be, shall have the right, but shall not be obligated, to purchase all of the percentage of the Firm Shares or the Option Shares, as the case may be, Trust Units which would otherwise have been purchased by such one or more of the defaulting Underwriters; the Continuing Underwriters exercising such right shall purchase such Offered Shares Trust Units pro rata to their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event such right is not exercised, the Continuing Underwriters which are not in default shall be entitled by written notice to the Corporation Trust to terminate this Agreement agreement without liability. The applicable percentage of the total number of Firm Shares and Option Shares, as applicable, Trust Units which each of the Underwriters shall be severally separately obligated to purchase is as follows: CIBC World Markets Inc. 25% National Bank Financial Inc. 42.5% Xxxxxxx Xxxxx Ltd. 22.5% Cormark Securities Inc. 15.0% CIBC World Markets Inc. 4.0% Dundee Securities Ltd. 4.016% RBC Dominion Securities Inc. 4.015% Scotia Capital Inc. 4.015% TD Securities Inc. 4.010% 100.00BMO Xxxxxxx Xxxxx Inc. 8% If the Continuing Underwriters do not elect to purchase the Defaulted Shares, nothing Canaccord Capital Corporation 4% FirstEnergy Capital Corp. 2% GMP Securities Ltd. 2% Xxxxxxx Xxxxx Ltd. 2% First Associates Investments Inc. 1% Nothing in this Agreement agreement shall obligate the Corporation Trust to sell the Underwriters less than all of the Firm Shares or all of the Option Shares elected to be purchased by the Underwriters, as the case may be, Trust Units or shall relieve any Underwriter in default from liability to the Corporation Trust, PC or any Continuing non-defaulting Underwriter in respect of the defaulting Underwriters' Underwriter's default hereunder and the Corporation shall be entitled to terminate its obligations hereunder. In the event of a termination by the Corporation Trust or PC of its their obligations under this Agreement agreement there shall be no further liability on the part of the Corporation Trust or PC to the Underwriters except in respect of any liability which may have arisen or may thereafter arise under sections paragraphs 8, 9 or and 10.

Several Liability of Underwriters. The Underwriters' ’ rights and obligations under this Agreement agreement are several and not joint (or joint and several), several including, without limitation, that: (a) subject to the terms and conditions of this Agreement, each of the Underwriters shall be obligated to purchase only the percentage of the total number of Firm Shares and, if applicable, Option Shares Offered Debentures set forth opposite their names set forth in this section Section 18; and (b) if at the Closing Time, any one or more of the Underwriters shall not fail or refuse to purchase its applicable respective percentage of: (i) of the Firm Shares at the Closing Time; or (ii) the Option Shares, if any, to be purchased at the Additional Closing Time; (collectivelyOffered Debentures, the "Defaulted Shares"), then the other remaining Underwriters (the "Continuing Underwriters") who are willing and able shall be obligated severally to purchase their own applicable such Offered Debentures 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 Firm Shares Offered Debentures which one or Option Sharesmore of the Underwriters has failed to purchase exceeds 15.0% of the total number of Offered Debentures which the Underwriters have agreed to purchase, as the case may be, at the Closing Time or at the Additional Closing Time, as the case may be, remaining Underwriters shall have the right, but shall not be obligatedthe obligation, to purchase all of the percentage of the Firm Shares or the Option Sharesseverally, as the case may be, which would otherwise have been purchased by such one or more of the defaulting Underwriters; the Continuing Underwriters exercising such right shall purchase such Offered Shares on a pro rata to their respective percentages aforesaid basis as between themselves or in such other proportions as they may agree upon, all, but not less than all, of the Offered Debentures which would otherwise agreehave been purchased by the defaulting Underwriters which fail to purchase. In any such case either a non-defaulting Underwriter or the event Corporation shall have the right to postpone the Closing Time for such period, not exceeding five Business Days, in order that the required changes, if any, in the Prospectuses or in any other documents or arrangements may be effected. If any non-defaulting Underwriter elects not to exercise such right is not exercised, to purchase and no other non-defaulting Underwriter elects to exercise such right to purchase so as to assume the Continuing entire obligations of the defaulting Underwriters which and arrangements satisfactory to BMO Xxxxxxx Xxxxx Inc. and RBC Dominion Securities Inc. (on behalf of the Underwriters) and the Corporation for the purchase of such Offered Debentures are not in default made within 48 hours after such default, then (i) each non-defaulting Underwriter shall be entitled entitled, by written notice to the Corporation, to terminate, without liability (except under Section 14, if applicable), its obligation to purchase its original percentage of the Offered Debentures and (ii) the Corporation shall have the right to terminate its obligations hereunder without liability on its part except under Sections 13, 14 and 16 hereof in respect of non-defaulting Underwriters. Any action taken under this Agreement without liabilitySection 18(b) shall not relieve any defaulting Underwriter from liability in respect of any default by such Underwriter under this Agreement. The applicable percentage of the total number of Firm Shares and Option Shares, as applicable, Offered Debentures which each of the Underwriters shall be severally separately obligated to purchase is as follows: BMO Xxxxxxx Xxxxx Inc. 30.0 % RBC Dominion Securities Inc. 30.0 % Cormark Securities Inc. 12.5 % National Bank Financial Inc. 42.5% Xxxxxxx Xxxxx Ltd. 22.5% Cormark Securities Inc. 15.012.5 % CIBC World Markets Inc. 4.07.5 % Dundee GMP Securities Ltd. 4.0% RBC Dominion Securities Inc. 4.0% Scotia Capital Inc. 4.0% TD Securities Inc. 4.0% 100.00% If the Continuing Underwriters do not elect to purchase the Defaulted Shares, nothing in this Agreement shall obligate the Corporation to sell less than all of the Firm Shares or all of the Option Shares elected to be purchased by the Underwriters, as the case may be, or shall relieve any Underwriter in default from liability to the Corporation or any Continuing Underwriter in respect of the defaulting Underwriters' default hereunder and the Corporation shall be entitled to terminate its obligations hereunder. In the event of a termination by the Corporation of its obligations under this Agreement 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 may thereafter arise under sections 8, 9 or 10.L.P. 7.5 %

Several Liability of Underwriters. The Underwriters' ’ rights and obligations under this Agreement agreement are several and not joint (or joint and several), several including, without limitation, that: (a) subject to the terms and conditions of this Agreement, each of the Underwriters shall be obligated to purchase only the percentage of the total number of Firm Shares andDebentures or Additional Debentures, if as applicable, Option Shares set forth opposite their names set forth in this section Section 18; and (b) if at the Closing Time or the Over-Allotment Option Closing Time, as applicable, any one or more of the Underwriters shall not fail or refuse to purchase its applicable respective percentage of: (i) of the Firm Shares at the Closing Time; or (ii) the Option SharesDebentures or Additional Debentures, if any, to be purchased at the Additional Closing Time; (collectivelyas applicable, the "Defaulted Shares"), then the other remaining Underwriters (the "Continuing Underwriters") who are willing and able shall be obligated severally to purchase their own applicable such Firm Debentures or Additional Debentures, as applicable, 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 Firm Shares Debentures or Option SharesAdditional Debentures, as applicable, which one or more of the case may be, at Underwriters has failed to purchase exceeds 15.0% of the Closing Time total number of Firm Debentures or at the Additional Closing TimeDebentures, as applicable, which the case may beUnderwriters have agreed to purchase, the remaining Underwriters shall have the right, but shall not be obligatedthe obligation, to purchase all of the percentage 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 Firm Shares Debentures or the Option SharesAdditional Debentures, as the case may beapplicable, which would otherwise have been purchased by the defaulting Underwriters which fail to purchase. In any such one case either a non-defaulting Underwriter or more the Corporation shall have the right to postpone the Closing Time or Over-Allotment Option Closing Time, as applicable, for such period, not exceeding five Business Days, in order that the required changes, if any, in the Prospectuses or in any other documents or arrangements may be effected. If any non-defaulting Underwriter elects not to exercise such right to purchase and no other non-defaulting Underwriter elects to exercise such right to purchase so as to assume the entire obligations of the defaulting Underwriters and arrangements satisfactory to BMO Xxxxxxx Xxxxx Inc. and RBC Dominion Securities Inc. (on behalf of the Underwriters; ) and the Continuing Underwriters exercising Corporation for the purchase of such right shall purchase such Offered Shares pro rata to their respective percentages aforesaid Firm Debentures or in such other proportions Additional Debentures, as they may otherwise agree. In the event such right is not exercisedapplicable, the Continuing Underwriters which are not in default made within 48 hours after such default, then (i) each non-defaulting Underwriter shall be entitled entitled, by written notice to the Corporation, to terminate, without liability (except under Section 14, if applicable), its obligation to purchase its original percentage of the Firm Debentures or Additional Debentures, as applicable, and (ii) the Corporation shall have the right to terminate its obligations hereunder without liability on its part except under Sections 13, 14 and 16 hereof in respect of non-defaulting Underwriters. Any action taken under this Agreement without liabilitySection 18(b) shall not relieve any defaulting Underwriter from liability in respect of any default by such Underwriter under this Agreement. The applicable percentage of the total number of Firm Shares and Option SharesDebentures or Additional Debentures, as applicable, which each of the Underwriters shall be severally separately obligated to purchase is as follows: National Bank Financial Inc. 42.5% BMO Xxxxxxx Xxxxx Ltd. 22.5% Cormark Securities Inc. 15.0% CIBC World Markets Inc. 4.0% Dundee Securities Ltd. 4.032.5 % RBC Dominion Securities Inc. 4.032.5 % Cormark Securities Inc. 20.0 % National Bank Financial Inc. 10.0 % Scotia Capital Inc. 4.0% TD Securities Inc. 4.0% 100.00% If the Continuing Underwriters do not elect to purchase the Defaulted Shares, nothing in this Agreement shall obligate the Corporation to sell less than all of the Firm Shares or all of the Option Shares elected to be purchased by the Underwriters, as the case may be, or shall relieve any Underwriter in default from liability to the Corporation or any Continuing Underwriter in respect of the defaulting Underwriters' default hereunder and the Corporation shall be entitled to terminate its obligations hereunder. In the event of a termination by the Corporation of its obligations under this Agreement 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 may thereafter arise under sections 8, 9 or 10.5.0 %

Several Liability of Underwriters. The Underwriters' rights and obligations under this Agreement agreement are several and not joint (or joint and several), several including, without limitation, that: (a) subject to the terms and conditions of this Agreement, each of the Underwriters shall be obligated to purchase only the percentage of the total number of Firm Shares and, if applicable, Option Shares Purchased Securities set forth opposite their names set forth in this section 18Section 20; and (b) if any one or more an Underwriter (a "Refusing Underwriter") does not complete the purchase and sale of the Underwriters shall not Purchased Securities which that Underwriter has agreed to purchase its applicable percentage of: under this agreement (iother than in accordance with Section 13) the Firm Shares at the Closing Time; or (ii) the Option Shares, if any, to be purchased at the Additional Closing Time; (collectively, the "Defaulted SharesSecurities"), then the other remaining Underwriters (the "Continuing Underwriters") who are willing and able to purchase their own applicable percentage of the total number of Firm Shares or Option Shares, as the case may bewill be entitled, at the Closing Time or at the Additional Closing Time, as the case may be, shall have the right, but shall not be obligatedtheir option, to purchase all but not less than all of the percentage Defaulted Securities pro rata according to the number of the Firm Shares or the Option Shares, as the case may be, which would otherwise Purchased Securities to have been purchased acquired by such one or more of the defaulting Underwriters; the Continuing Underwriters exercising such right shall purchase such Offered Shares pro rata to their respective percentages aforesaid under this agreement or in any proportion agreed upon, in writing, by the Continuing Underwriters. If no such other proportions as they may otherwise agree. In agreement has been made and the event such right is aggregate number of Defaulted Securities to be purchased by the Refusing Underwriter(s) does not exercisedexceed 5% of the Purchased Securities, the Continuing Underwriters which are not in default shall will be entitled by written notice to the Corporation to terminate this Agreement without liability. The applicable percentage of the total number of Firm Shares and Option Shares, as applicable, which each of the Underwriters shall be severally obligated to purchase is as follows: National Bank Financial Inc. 42.5the Defaulted Securities on the terms set out in this agreement in proportion to their obligations under this agreement. If the aggregate number of Defaulted Securities to be purchased by the Refusing Underwriter(s) exceeds 5% Xxxxxxx Xxxxx Ltd. 22.5% Cormark of the Purchased Securities, the Continuing Underwriters will not be obligated to purchase the Defaulted Securities Inc. 15.0% CIBC World Markets Inc. 4.0% Dundee Securities Ltd. 4.0% RBC Dominion Securities Inc. 4.0% Scotia Capital Inc. 4.0% TD Securities Inc. 4.0% 100.00% If and, if the Continuing Underwriters do not elect to purchase the Defaulted Shares, nothing in this Agreement shall obligate Securities: (i) the Corporation Continuing Underwriters will not be obligated to purchase any of the Purchased Securities; (ii) the Trust will not be obligated to sell less than all of the Firm Shares Purchased Securities; and (iii) the Trust, POT and the Administrator will be entitled to terminate their obligations under this agreement, in which event there will be no further liability on the part of such parties or the Continuing Underwriters, except pursuant to the provisions of Sections 10, 11 and 12 hereof. The applicable percentage of the total number of Purchased Securities which each of the Underwriters shall be separately obligated to purchase is as follows: BMO Xxxxxxx Xxxxx Inc. 27% Scotia Capital Inc. 18% CIBC World Markets Inc. 14% TD Securities Inc. 14% National Bank Financial Inc. 5% RBC Dominion Securities Inc. 5% FirstEnergy Capital Corp. 4% GMP Securities L.P. 4% Xxxxxxx Xxxxx Ltd. 3% Blackmont Capital Inc. 2% Canaccord Capital Corporation 1% Cormark Securities Inc. 1% Dundee Securities Corporation 1% Xxxxxx & Co. Limited 1% TOTAL: 100% Nothing in this agreement shall obligate the Trust to sell to the Underwriters less than all of the Option Shares elected to be purchased by the Underwriters, as the case may be, Firm Receipts and Offered Debentures or shall relieve any Underwriter in default from liability to the Corporation Trust, POT or the Administrator or any Continuing non-defaulting Underwriter in respect of the defaulting Underwriters' Underwriter's default hereunder and the Corporation shall be entitled to terminate its obligations hereunder. In the event of a termination by the Corporation Trust, POT or the Administrator of its their obligations under this Agreement agreement, there shall be no further liability on the part of the Corporation Trust, POT or the Administrator to the Underwriters except in respect of any liability which may have arisen or may thereafter arise under sections 8Sections 10, 9 11 or 1012.

Several Liability of Underwriters. The Underwriters' rights and obligations under this Agreement agreement are several and not joint (or joint and several), several including, without limitation, that: (a) subject to the terms and conditions of this Agreement, each of the Underwriters shall be obligated to purchase only the percentage of the total number of Firm Shares and, if applicable, Option Shares Offered Securities set forth opposite their names set forth in this section 18paragraph 19; and (b) if any one or more an Underwriter (a "Refusing Underwriter") does not complete the purchase and sale of the Underwriters shall not Offered Securities which that Underwriter has agreed to purchase its applicable percentage of: under this Agreement (iother than in accordance with section 12) the Firm Shares at the Closing Time; or (ii) the Option Shares, if any, to be purchased at the Additional Closing Time; (collectively, the "Defaulted SharesSecurities"), then the other remaining Underwriters (the "Continuing Underwriters") who are willing and able to purchase their own applicable percentage of the total number of Firm Shares or Option Shares, as the case may bewill be entitled, at the Closing Time or at the Additional Closing Time, as the case may be, shall have the right, but shall not be obligatedtheir option, to purchase all but not less than all of the percentage Defaulted Securities pro rata according to the number of the Firm Shares or the Option Shares, as the case may be, which would otherwise Offered Securities to have been purchased acquired by such one or more of the defaulting Underwriters; the Continuing Underwriters exercising such right shall purchase such Offered Shares pro rata to their respective percentages aforesaid under this Agreement or in any proportion agreed upon, in writing, by the Continuing Underwriters. If no such other proportions as they may otherwise agree. In arrangement has been made and the event such right is number of Defaulted Securities to be purchased by the Refusing Underwriter(s) does not exercisedexceed 3% of the Offered Securities, the Continuing Underwriters which are not in default shall will be entitled by written notice to the Corporation to terminate this Agreement without liability. The applicable percentage of the total number of Firm Shares and Option Shares, as applicable, which each of the Underwriters shall be severally obligated to purchase is as follows: National Bank Financial Inc. 42.5the 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 the Refusing Underwriters exceeds 3% Xxxxxxx Xxxxx Ltd. 22.5% Cormark of the Offered Securities, the Continuing Underwriters will not be obligated to purchase the Defaulted Securities Inc. 15.0% CIBC World Markets Inc. 4.0% Dundee Securities Ltd. 4.0% RBC Dominion Securities Inc. 4.0% Scotia Capital Inc. 4.0% TD Securities Inc. 4.0% 100.00% If and, if the Continuing Underwriters do not elect to purchase the Defaulted Shares, nothing in this Agreement shall obligate Securities: (i) the Corporation Continuing Underwriters will not be obligated to purchase any of the Offered Securities; (ii) the Trust will not be obligated to sell less than all of the Firm Shares Offered Securities; and (iii) the Trust, Advantage Oil & Gas and ManagementCo will be entitled to terminate their obligations under this Agreement, in which event there will be no further liability on the part of such parties or the Continuing Underwriters, except pursuant to the provisions of sections 9, 10 and 11 hereof. The applicable percentage of the total number of Offered Securities which each of the Underwriters shall be separately obligated to purchase is as follows: Scotia Capital Inc. 39% BMO Nesbitt Burns Inc. 17.5% National Bank Finaxxxxx Xnx. 17.5% RBC Dominion Securities Inc. 13% CIBC World Markets Inc. 10% Raymond James Ltd. 2% FirstEnergy Caxxxxx Xoxx. 1% Nothing in this agreement shall obligate the Trust to sell one or any of the Underwriters less than all of the Option Shares elected to be purchased by the Underwriters, as the case may be, Offered Securities or shall relieve any Underwriter in default from liability to the Corporation Trust, Advantage Oil & Gas or ManagementCo, or to any Continuing non-defaulting Underwriter in respect of the defaulting Underwriters' its default hereunder and the Corporation shall be entitled to terminate its obligations hereunder. In the event of a termination by the Corporation Trust, Advantage Oil & Gas or ManagementCo of its their obligations under this Agreement agreement, there shall be no further liability on the part of the Corporation Trust, Advantage Oil & Gas or ManagementCo to the Underwriters except in respect of any liability which may have arisen or may thereafter arise under sections 89, 9 or 1010 and 11.

Several Liability of Underwriters. The Underwriters' ’ rights and obligations under this Agreement agreement are several and not joint (or joint and several), several including, without limitation, that: (a) subject to the terms and conditions of this Agreement, each of the Underwriters shall be obligated to purchase only the percentage of the total number of Firm Shares and, if applicable, Option Common Shares set forth opposite their names set forth in this section Section 18; and (b) if at the Closing Time or the Over-Allotment Option Closing Time, as applicable, any one or more of the Underwriters shall not fail or refuse to purchase its applicable respective percentage of: (i) of the Firm Shares at the Closing Time; or (ii) the Option Offered Shares, if any, to the remaining Underwriters shall be purchased at the Additional Closing Time; (collectively, the "Defaulted Shares"), then the other Underwriters (the "Continuing Underwriters") who are willing and able obligated severally to purchase their own applicable such 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 the remaining Underwriters bears to the aggregate of such percentages; provided, however, that in the event that the percentage of the total number of Firm Shares or Option Additional Shares, as applicable, which one or more of the case may be, at Underwriters has failed to purchase exceeds 15.0% of the Closing Time total number of Firm Shares or at the Additional Closing TimeShares, as applicable, which the case may beUnderwriters have agreed to purchase, the remaining Underwriters shall have the right, but shall not be obligatedthe obligation, to purchase all of the percentage 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 Firm Shares or the Option Additional Shares, as the case may beapplicable, which would otherwise have been purchased by the defaulting Underwriters which fail to purchase. In any such one case either a non-defaulting Underwriter or more the Corporation shall have the right to postpone the Closing Time or the Over-Allotment Option Closing Time, as applicable, for such period, not exceeding five Business Days, in order that the required changes, if any, in the Prospectuses or in any other documents or arrangements may be effected. If any non-defaulting Underwriter elects not to exercise such right to purchase and no other non-defaulting Underwriter elects to exercise such right to purchase so as to assume the entire obligations of the defaulting Underwriters and arrangements satisfactory to BMO Xxxxxxx Xxxxx Inc. and RBC Dominion Securities Inc. (on behalf of the Underwriters; ) and the Continuing Underwriters exercising Corporation for the purchase of such right shall purchase such Offered Firm Shares pro rata to their respective percentages aforesaid or in such other proportions Additional Shares, as they may otherwise agree. In the event such right is not exercisedapplicable, the Continuing Underwriters which are not in default made within 48 hours after such default, then (i) each non-defaulting Underwriter shall be entitled entitled, by written notice to the Corporation, to terminate, without liability (except under Section 14, if applicable), its obligation to purchase its original percentage of the Common Shares and (ii) the Corporation shall have the right to terminate their obligations hereunder without liability on its part except under Sections 13, 14 and 16 hereof in respect of non-defaulting Underwriters. Any action taken under this Agreement without liabilitySection 18(b) shall not relieve any defaulting Underwriter from liability in respect of any default by such Underwriter under this Agreement. The applicable percentage of the total number of Firm Offered Shares and Option Shares, as applicable, which each of the Underwriters shall be severally separately obligated to purchase is as follows: BMO Xxxxxxx Xxxxx Inc. 30.0 % RBC Dominion Securities Inc. 30.0 % Cormark Securities Inc. 12.5 % National Bank Financial Inc. 42.5% Xxxxxxx Xxxxx Ltd. 22.5% Cormark Securities Inc. 15.012.5 % CIBC World Markets Inc. 4.07.5 % Dundee GMP Securities Ltd. 4.0% RBC Dominion Securities Inc. 4.0% Scotia Capital Inc. 4.0% TD Securities Inc. 4.0% 100.00% If the Continuing Underwriters do not elect to purchase the Defaulted Shares, nothing in this Agreement shall obligate the Corporation to sell less than all of the Firm Shares or all of the Option Shares elected to be purchased by the Underwriters, as the case may be, or shall relieve any Underwriter in default from liability to the Corporation or any Continuing Underwriter in respect of the defaulting Underwriters' default hereunder and the Corporation shall be entitled to terminate its obligations hereunder. In the event of a termination by the Corporation of its obligations under this Agreement 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 may thereafter arise under sections 8, 9 or 10.L.P. 7.5 %

Several Liability of Underwriters. The Underwriters' ’ rights and obligations under this Agreement are several and not joint (or joint and several), several including, without limitation, that: (a) subject to the terms and conditions of this Agreement, each of the Underwriters shall be obligated to purchase only the percentage of the total number of Firm Shares and, if applicable, Option Over-Allotment Shares set forth opposite their names set forth in this section 18; and (b) if at the Closing Time or, if applicable, the Additional Closing Time, any one or more of the Underwriters shall fail or refuse to purchase its respective percentage set forth below of the aggregate number of the Offered Shares (other than in accordance with section 11) and the number of such Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than 8.0% of the aggregate number of Offered Shares to be purchased on such date, the non-defaulting Underwriters shall be obligated severally, in the proportions represented by the respective percentage set forth below opposite the names of all such non-defaulting Underwriters, to purchase the Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase at such time; and (c) if any one or more of the Underwriters shall not purchase its applicable percentage of: (i) of the Firm Offered Shares at the Closing Time; , or (ii) the Option Shares, if anyapplicable, the Additional Closing Time, and the number of such securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is more than 8.0% of the aggregate number of Offered Shares to be purchased at the Additional Closing Time; (collectively, the "Defaulted Shares")such time, then the other Underwriters (the "Continuing Underwriters") who are willing and able to purchase their own applicable percentage of the total number of Firm Shares or Option Shares, as the case may be, at the Closing Time or at the Additional Closing Time, as the case may be, shall have the right, but shall not be obligatedthe obligation, to purchase all of the percentage of the Firm Offered Shares or the Option Shares, as the case may be, which would otherwise have been purchased by such one or more of the defaulting Underwriters; the Continuing Underwriters exercising such right shall purchase such Offered Shares pro rata to their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event such right is not exercised, the Continuing Underwriters which are not in default shall be entitled by written notice to the Corporation to terminate this Agreement without liability. The applicable percentage of the total number of Firm Offered Shares and Option Shares, as applicable, which each of the Underwriters shall be severally separately obligated to purchase is as follows: Canaccord Genuity Corp. 37.5% Dundee Securities Ltd. 32% National Bank Financial Inc. 42.516% Xxxxxxx Xxxxx Ltd. 22.5% Cormark Securities AltaCorp Capital Inc. 15.07.5% CIBC World Markets Inc. 4.07% Dundee Securities Ltd. 4.0% RBC Dominion Securities Inc. 4.0% Scotia Capital Inc. 4.0% TD Securities Inc. 4.0% 100.00% If the Continuing Underwriters do not elect to purchase the Defaulted Shares, nothing Nothing in this Agreement shall obligate the Corporation to sell the Underwriters less than all of the Firm Shares or all of the Option Shares elected to be purchased by the Underwriters, as the case may be, or shall relieve any Underwriter in default from liability to the Corporation or any Continuing non-defaulting Underwriter in respect of the defaulting Underwriters' Underwriter’s default hereunder and the Corporation shall be entitled to terminate its obligations hereunder. In the event of a termination by the Corporation of its obligations under this Agreement 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 may thereafter arise under sections 8, 9 or and 10. Notwithstanding anything to the contrary in this Agreement, the number of Offered Shares required to be purchased hereunder by the Underwriters shall be reduced by the number of Offered Shares sold by the Corporation to Substituted Purchasers hereunder.

Several Liability of Underwriters. 14.1 The Underwriters' rights and obligations under this Agreement are several and not joint (or joint and several), several including, without limitation, that: (a) subject to the terms and conditions of this Agreement, each of the Underwriters shall be obligated to purchase only the percentage of the total number of Firm Shares and, if applicable, Option Shares Special Warrants set forth opposite their names set forth in this section 1814; and (b) if any one or more an Underwriter (a “Refusing Underwriter”) does not complete the purchase and sale of the Special Warrants which that Underwriter has agreed to purchase under this Agreement (other than in accordance with paragraph 12) (the “Defaulted Special Warrants”), Salman Partners Inc. may delay the Closing Date for not more than five days and the remaining Underwriters shall (the “Continuing Underwriters”) will be entitled, at their option, to purchase all but not less than all of the Defaulted Special Warrants pro rata according to the number of Special Warrants 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 Special Warrants to be purchased by the Refusing Underwriter(s) does not exceed 10% of the Offered Special Warrants, the Continuing Underwriters will be obligated to purchase its applicable percentage ofthe Defaulted Special Warrants on the terms set out in this Agreement in proportion to their obligations under this Agreement. If the number of Defaulted Special Warrants to be purchased by Refusing Underwriters exceeds 10% of the Offered Special Warrants, the Continuing Underwriters will not be obliged to purchase the Defaulted Special Warrants and, if the Continuing Underwriters so not elect to purchase the Defaulted Special Warrants: (i) the Firm Shares at Continuing Underwriters will not be obliged to purchase any of the Closing Time; orSpecial Warrants; (ii) the Option SharesCompany will not be obliged to sell less than all of the Offered Special Warrants; and (iii) the Company will be entitled to terminate its obligations under this Agreement arising from its acceptance of this offer, if any, to in which event there will be purchased at no further liability on the Additional Closing Time; (collectively, part of the "Defaulted Shares"), then Company or the other Underwriters (the "Continuing Underwriters") who are willing , except under sections 7 and able 11 hereof and under the heading entitled “Underwriters’ Fees and Expenses”. Nothing in this section obliges the Company to sell under this Agreement less than all the Offered Special Warrants or will relieve from responsibility to the Company under this Agreement any Underwriter that has defaulted in its obligation to purchase their own its applicable percentage of the total aggregate number of Firm Shares or Option Shares, as the case may be, at the Closing Time or at the Additional Closing Time, as the case may be, shall have the right, but shall not Special Warrants to be obligated, to purchase all of the percentage of the Firm Shares or the Option Shares, as the case may be, which would otherwise have been purchased by such one or more of the defaulting Underwriters; the Continuing Underwriters exercising such right shall purchase such Offered Shares pro rata to their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event such right is not exercised, the Continuing Underwriters which are not in default shall be entitled by written notice to the Corporation to terminate this Agreement without liabilitysold hereunder. The applicable percentage of the total number of Firm Shares and Option Shares, as applicable, Special Warrants which each of the Underwriters shall be severally separately obligated to purchase is as follows: National Bank Financial Salman Partners Inc. 42.545% Canaccord Capital Corporation 35% BMO Xxxxxxx Xxxxx Ltd. 22.5Inc. 10% Cormark Sprott Securities Inc. 15.010% CIBC World Markets Salman Partners Inc. 4.0% Dundee Securities Ltd. 4.0% RBC Dominion Securities Inc. 4.0% Scotia Capital Inc. 4.0% TD Securities Inc. 4.0% 100.00% If the Continuing Underwriters do not elect to purchase the Defaulted Shares, nothing in this Agreement shall obligate the Corporation to sell less than all of the Firm Shares or all of the Option Shares elected to be purchased by the Underwriters, as the case may be, or shall relieve any Underwriter in default from liability to the Corporation or any Continuing Underwriter in respect of the defaulting Underwriters' default hereunder and the Corporation shall be entitled to terminate its obligations hereundera step-up fee of 5% of the Underwriters’ Fee. In The Underwriters acknowledge that the event step-up fee shall not increase the amount of a termination the Underwriters’ Fee paid by the Corporation of its obligations under this Agreement there shall be no further liability on the part of the Corporation Company to the Underwriters except in respect of any liability which may have arisen or may thereafter arise under sections 8, 9 or 10hereunder.

Several Liability of Underwriters. The Underwriters' rights and obligations under this Agreement agreement are several and not joint (or joint and several), several including, without limitation, that: (a) subject to the terms and conditions of this Agreement, each of the Underwriters shall be obligated to purchase only the percentage of the total number of Firm Shares and, if applicable, Option Shares Offered Securities set forth opposite their names set forth in this section paragraph 18; and (b) if any one or more an Underwriter (a "Refusing Underwriter") does not complete the purchase and sale of the Underwriters shall not Offered Securities which that Underwriter has agreed to purchase its applicable percentage of: under this Agreement (iother than in accordance with paragraph 11) the Firm Shares at the Closing Time; or (ii) the Option Shares, if any, to be purchased at the Additional Closing Time; (collectively, the "Defaulted SharesSecurities"), then the other remaining Underwriters (the "Continuing Underwriters") who are willing and able to purchase their own applicable percentage of the total number of Firm Shares or Option Shares, as the case may bewill be entitled, at the Closing Time or at the Additional Closing Time, as the case may be, shall have the right, but shall not be obligatedtheir option, to purchase all but not less than all of the percentage Defaulted Securities pro rata according to the number of the Firm Shares or the Option Shares, as the case may be, which would otherwise Offered Securities to have been purchased acquired by such one or more of the defaulting Underwriters; the Continuing Underwriters exercising such right shall purchase such Offered Shares pro rata to their respective percentages aforesaid under this Agreement or in any proportion agreed upon, in writing, by the Continuing Underwriters. If no such other proportions as they may otherwise agree. In arrangement has been made and the event such right is number of Defaulted Securities to be purchased by the Refusing Underwriter(s) does not exercisedexceed 6% of the Offered Securities, the Continuing Underwriters which are not in default shall will be entitled by written notice to the Corporation to terminate this Agreement without liability. The applicable percentage of the total number of Firm Shares and Option Shares, as applicable, which each of the Underwriters shall be severally obligated to purchase is as follows: National Bank Financial Inc. 42.5the 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 the Refusing Underwriters exceeds 6% Xxxxxxx Xxxxx Ltd. 22.5% Cormark of the Offered Securities, the Continuing Underwriters will not be obligated to purchase the Defaulted Securities Inc. 15.0% CIBC World Markets Inc. 4.0% Dundee Securities Ltd. 4.0% RBC Dominion Securities Inc. 4.0% Scotia Capital Inc. 4.0% TD Securities Inc. 4.0% 100.00% If and, if the Continuing Underwriters do not elect to purchase the Defaulted Shares, nothing in this Agreement shall obligate Securities: (i) the Continuing Underwriters will not be obligated to purchase any of the Offered Securities; (ii) the Corporation will not be obligated to sell less than all of the Firm Shares Offered Securities; and (iii) the Corporation will be entitled to terminate its obligations under this Agreement, 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 sections 8, 9 and 10 hereof. The applicable percentage of the total number of Offered Securities which each of the Underwriters shall be separately obligated to purchase is as follows: RBC Dominion Securities Inc. 27.0% BMO Nxxxxxx Bxxxx Inc. 15.0% National Bank Financial Inc. 15.0% Scotia Capital Inc. 15.0% CIBC World Markets Inc. 12.0% FirstEnergy Capital Corp. 6.0% Txxxxx Wxxxxx Partners Canada Inc. 4.0% HSBC Securities (Canada) Inc. 3.0% Macquarie Capital Markets Canada Ltd. 3.0% Nothing in this agreement shall obligate the Corporation to sell one or any of the Underwriters less than all of the Option Shares elected to be purchased by the Underwriters, as the case may be, Offered Securities or shall relieve any Underwriter in default from liability to the Corporation Corporation, or to any Continuing Underwriter in respect of the defaulting Underwriters' its default hereunder and the Corporation shall be entitled to terminate its obligations hereunder. In the event of a termination by the Corporation of its obligations under this Agreement agreement, 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 may thereafter arise under sections 8, 9 or and 10.