Common use of Termination by Underwriters in Certain Events Clause in Contracts

Termination by Underwriters in Certain Events. (a) Each Underwriter shall also be entitled to terminate its obligation to purchase the Offered Shares by written notice to that effect given to Compton at or prior to the Closing Time, if: (i) any inquiry, investigation or other proceeding is announced, commenced or threatened or any order or ruling is issued (and has not been rescinded, revoked or withdrawn) by any securities regulatory authority, the TSX or any other competent authority (unless based solely upon the activities of the Underwriters), or there is any change of law or the interpretation or administration thereof, which operates to prevent or restrict or suspend or to materially adversely affect the trading or the distribution of the Offered Shares or any other securities of the Corporation; or UNDERWRITING AGREEMENT COMPTON PETROLEUM CORPORATION, FEBRUARY 14, 2005 PXXX 00 OF 40 (ii) there occurs or is discovered any change, fact or event as is contemplated in Subsection 6(a) (other than a change, fact or event related solely to the Underwriters) which in the Underwriters' sole opinion or any one of them, acting reasonably, could reasonably be expected to have a material adverse effect on the business, operations, assets, liabilities (contingent or otherwise), capital or condition (financial or otherwise), prospects or affairs of the Corporation or a significant adverse effect on the market price, value or marketability of the Common Shares; or (iii) if there should develop, occur or come into effect or existence any event, action, state, condition or major financial occurrence of national or international consequences, any acts of terrorism or hostilities or escalation thereof or other calamity or crises, or any law or regulation which, in the Underwriters' opinion, or one of them, acting reasonably, seriously adversely affects, or involves, or would be expected to seriously adversely affect or involve, the financial markets in Canada or the business, operations or affairs of Compton and the Subsidiaries (taken as a xxxxx); or (iv) an order to cease or suspend trading in any securities of Compton is made by any Securities Commissxxx, xxock exchange or other competent authority by reason of the fault of Compton or its directors, officers and agxxxx xxd such order is not rescinded, revoked or withdrawn to the Closing Time; or (v) there is announced any change or proposed change in the income tax laws of Canada or the interpretation or administration thereof and such change would, in or its opinion, acting reasonably, be expected to have a significant adverse effect on the market price or value of the Common Shares; or (vi) the issue and sale of the Offered Shares has not occurred by February 28, 2005 or such later date as the Corporation and the Underwriters may agree. (b) If an Underwriter elects to terminate its obligation pursuant to Section 17(a) with respect to the purchase of the Offered Shares, there shall be no further liability on the part of such Underwriter or of Compton to such Underwriter, except in respect of xxx xxxbility which may have arisen or may thereafter arise under Sections 13, 14 and 15. (c) The right of the Underwriters or any of them to terminate their respective obligations under this Agreement is in addition to such other remedies as they may have in respect of any default, act or failure to act of Compton in respect of any of the matters contemplaxxx xx this Agreement. A notice of termination given by one Underwriter under this Section 17 shall not be binding upon the other Underwriters.

Termination by Underwriters in Certain Events. (a1) Each Any Underwriter shall also be entitled have the right to terminate its obligation to purchase the Offered Shares obligations hereunder, without any liability on such Underwriter’s part, by written notice to the Corporation and the Lead Underwriters in the event that effect given to Compton after the date hereof and at or prior to the Closing Time, if: (ia) there should occur or there should be announced or discovered any inquiry, investigation or other proceeding is announced, commenced or threatened material change or any order or ruling is issued change in a material fact (and has not been rescindedin this clause, revoked or withdrawn“material fact” shall have the meaning ascribed thereto in Applicable Securities Laws) by any securities regulatory authorityin relation to the Corporation which, in either case, in the TSX or any other competent authority (unless based solely upon the activities reasonable opinion of the Underwriters)Underwriter, or there is any change of law or the interpretation or administration thereof, which operates to prevent or restrict or suspend or to materially adversely affect the trading or the distribution of the Offered Shares or any other securities of the Corporation; or UNDERWRITING AGREEMENT COMPTON PETROLEUM CORPORATION, FEBRUARY 14, 2005 PXXX 00 OF 40 (ii) there occurs or is discovered any change, fact or event as is contemplated in Subsection 6(a) (other than a change, fact or event related solely to the Underwriters) which in the Underwriters' sole opinion or any one of them, acting reasonably, could reasonably would be expected to have a material adverse effect on the business, operations, assets, liabilities (contingent or otherwise), capital or condition (financial or otherwise), prospects or affairs of the Corporation or a significant adverse effect on the market price, price or value or marketability of the Common Series A Shares; or; (iiib) if (i) there should develop, occur or come into effect or existence any event, action, state, condition or major financial occurrence of national or international consequences, any acts of terrorism or hostilities or escalation thereof or other calamity or crises, consequence or any law or regulation (or any change in the interpretation or administration thereof) which, in the Underwriters' opinion, or one opinion of themthe Underwriter, acting reasonably, seriously adversely affects, or involves, or would be expected to will seriously adversely affect affect, or involve, the financial markets in Canada or the business, operations or affairs of Compton the Corporation and the Subsidiaries (its subsidiaries taken as a xxxxx); orwhole, or (ii) there shall have occurred any outbreak or escalation of hostilities, declaration by Canada or the United States of a national emergency or war, or other calamity or crisis, which, in the opinion of the Underwriter, acting reasonably, seriously adversely affects, or involves, or will seriously adversely affect, or involve, the financial markets or the business, operations or affairs of the Corporation and its subsidiaries taken as a whole; (ivc) an any enquiry, action, suit, investigation or other proceeding, whether formal or informal, is instituted or announced or any order is made by any federal, provincial, state, municipal or other Governmental Authority in relation to the Corporation which, in the opinion of the Underwriter, operates to prevent or restrict the distribution or trading of the Series A Shares; (d) any order to cease or suspend trading in the Corporation’s securities or to prohibit or restrict the distribution of the Series A Shares is made, or proceedings are announced or commenced for the making of any such order, by any of the Canadian Securities Commissions, the SEC, the TSX or the NYSE or trading in securities generally on the TSX or the NYSE shall have been suspended or limited or minimum prices shall have been established on either of such exchanges; (e) a banking moratorium shall have been declared by Canadian Federal authorities; or (f) there shall have occurred a downgrade in the rating applicable to the Series A Shares by DBRS Limited or Standard & Poor’s, or if either DBRS Limited or Standard & Poor’s, or Xxxxx’x Corporation or Fitch, Inc. shall place any of the securities of Compton is made by any Securities Commissxxxthe Corporation on credit watch or shall have publicly announced that it has under surveillance or review, xxock exchange or other competent authority by reason with possible negative implications, its rating of the fault Series A Shares. (2) The Corporation agrees that all terms and conditions of Compton this Agreement shall be construed as conditions and complied with insofar as the same relate to acts to be performed or caused to be performed by the Corporation, and the Corporation will use its directorscommercially reasonable efforts to cause all such conditions to be complied with. Any breach or failure by the Corporation to comply with any of such material conditions shall entitle each of the Underwriters to terminate its obligation to purchase the Series A Shares, officers and agxxxx xxd such order is not rescinded, revoked by written notice to that effect given to the Corporation at or withdrawn prior to the Closing Time; or (v) there . It is announced any change or proposed change in the income tax laws understood that each of Canada or the interpretation or administration thereof and such change would, in or its opinion, acting reasonably, be expected to have a significant adverse effect on the market price or value of the Common Shares; or (vi) the issue and sale of the Offered Shares has not occurred by February 28, 2005 or such later date as the Corporation and the Underwriters may agreewaive, in whole or in part, or extend the time for compliance with, any terms and conditions without prejudice to its rights in respect of any other of such terms and conditions or any other or subsequent breach or noncompliance, provided that to be binding on an Underwriter any such waiver or extension must be in writing and signed by such Underwriter. (b3) If an The rights of termination contained in this Section 16 may be exercised by each Underwriter elects and are in addition to terminate its obligation pursuant any other rights or remedies such Underwriter may have in respect of any default, act or failure to Section 17(a) with act or non-compliance by the Corporation in respect to the purchase of any of the Offered Sharesmatters contemplated by this Agreement or otherwise. In the event of any such termination, there shall be no further liability on the part of such Underwriter to the Corporation or on the part of Compton the Corporation to such Underwriter, Underwriter except in respect of xxx xxxbility which may have arisen or may thereafter arise any liability under Sections Section 13, Section 14 and Section 15. (c) The right of the Underwriters or any of them to terminate their respective obligations under this Agreement is in addition to such other remedies as they may have in respect of any default, act or failure to act of Compton in respect of any of the matters contemplaxxx xx this Agreement. A notice of termination given by one an Underwriter under this Section 17 16 shall not be binding upon the on any other UnderwritersUnderwriter.

Termination by Underwriters in Certain Events. (a) Each In addition to any other remedies which may be available to the Underwriters, each Underwriter shall also be entitled entitled, at such Underwriter's option, to terminate its obligation to purchase the Offered Shares Subscription Receipts by written notice to that effect given to Compton the REIT at or prior to the Closing TimeTime of Closing, if: (i) any inquiry, investigation or other proceeding is announcedcommenced, commenced announced or threatened or any order or ruling is issued (and has not been rescinded, revoked under or withdrawn) pursuant to any relevant statute or by any securities regulatory authority, the TSX or any other competent authority Governmental Body (unless based solely upon the activities or alleged activities of the UnderwritersUnderwriters or their agents), or there is any change of law Law, or the interpretation or administration thereof, which which, in the reasonable opinion of that Underwriter, acting in good faith, operates or could operate to prevent or prevent, suspend, hinder, delay, restrict or suspend or to otherwise materially adversely affect the trading distribution of or the distribution of trading in the Offered Shares Subscription Receipts or any other securities of the Corporation; or UNDERWRITING AGREEMENT COMPTON PETROLEUM CORPORATION, FEBRUARY 14, 2005 PXXX 00 OF 40Units; (ii) there occurs any material change (actual, contemplated or is discovered any change, fact or event as is contemplated in Subsection 6(athreatened) (other than a change, fact or event related solely to the Underwriters) which in the Underwriters' sole opinion or any one of themBusiness, acting reasonably, could reasonably be expected to have a material adverse effect on the businessaffairs, operations, assets, liabilities (contingent or otherwise), capital or condition (financial or otherwise), prospects or affairs ownership of the Corporation REIT Entities or the Acquisition Properties, which in the opinion of that Underwriter could reasonably be expected to result in the purchasers of a material number of Subscription Receipts exercising their right under Securities Laws to withdraw from or rescind their purchase thereof or which has or could reasonably be expected to have a significant adverse effect on the market price, value or marketability of the Common Shares; orSubscription Receipts or the Units; (iii) if there should develop, occur or come into effect or existence any event, action, state, condition or major financial occurrence of national or international consequences, consequence or any acts outbreak or escalation of national or international hostilities or any crisis or calamity or act of terrorism or hostilities similar event or escalation thereof any governmental action, Law, inquiry or other calamity or crises, or occurrence of any law or regulation nature which, in the Underwriters' opinionreasonable opinion of such Underwriter, or one of them, acting reasonably, seriously materially adversely affects, or involves, or would be expected to seriously may materially adversely affect affect, or involve, the financial markets in Canada or the business, operations or affairs of Compton and the Subsidiaries (REIT Entities taken as a xxxxx); orwhole; (iv) an order to cease or suspend trading in any securities of Compton is made by any Securities Commissxxx, xxock exchange or other competent authority by reason of the fault of Compton or its directors, officers and agxxxx xxd such order is not rescinded, revoked or withdrawn to the Closing Time; or (v) there is announced any change or proposed change in the income tax laws of Canada Laws or the interpretation or administration thereof and such change would, in or its that Underwriter's reasonable opinion, acting reasonably, be expected to have a significant adverse effect on the market price price, value or value marketability of the Common SharesSubscription Receipts or the Units; or (viv) prior to the issue and sale Time of Closing, either the Offered Shares has Transaction Agreement is terminated or the REIT delivers to the Lead Underwriters a notice stating that it does not occurred by February 28, 2005 or such later date as intend to proceed with the Corporation and the Underwriters may agreeTransaction. (b) If an Underwriter elects the obligation to terminate its obligation purchase the Subscription Receipts is terminated by any of the Underwriters pursuant to Section 17(a) with respect to the purchase of the Offered Shares), there shall be no further liability on the part of such that Underwriter or on the part of Compton the REIT to such that Underwriter, except in respect of xxx xxxbility any liability which may have arisen or may thereafter later arise under Sections 13, 14 and 1515 of this Agreement. (c) The right of the Underwriters or any of them to terminate their respective obligations under this Agreement is in addition to such all other remedies as that they may have in respect of any default, act or failure to act of Compton the REIT in respect of any of the matters contemplaxxx xx contemplated by this Agreement. A notice of termination given by one Underwriter under this Section 17 shall not be binding upon the other Underwriters.

Termination by Underwriters in Certain Events. (a) 20.1. Each Underwriter shall will also be entitled to terminate its obligation to purchase the Offered Purchased Shares by written notice to that effect given to Compton the Company at or prior to the Time of Closing Time, if: (i) 20.1.1. any inquiry, investigation or other proceeding is announcedcommenced, commenced announced or threatened or any order or ruling is issued (and has not been rescinded, revoked under or withdrawn) pursuant to any relevant statute or by any securities stock exchange or other regulatory authority, the TSX or any other competent authority (unless based solely upon the activities of the Underwriters), or there is any change of law law, or the interpretation or administration thereof, which which, in the reasonable opinion of that Underwriter, acting in good faith, operates to prevent or restrict or suspend or to materially adversely affect the trading in, or which adversely impacts the distribution or the distribution marketability of the Offered Shares or any other securities of the Corporation; or UNDERWRITING AGREEMENT COMPTON PETROLEUM CORPORATION, FEBRUARY 14, 2005 PXXX 00 OF 40Purchased Shares; (ii) 20.1.2. there occurs or is discovered any change, fact including, without limitation, any material change (actual, contemplated or event as is contemplated in Subsection 6(athreatened) (other than a change, fact or event related solely to the Underwriters) which in the Underwriters' sole opinion or any one of thembusiness, acting reasonably, could reasonably be expected to have a material adverse effect on the businessaffairs, operations, assets, liabilities (contingent or otherwise), capital or condition (financial or otherwise), prospects or affairs ownership of the Corporation Company or the Subsidiaries, which, in the opinion of that Underwriter, could reasonably be expected to result in the purchasers of a material number of Purchased Shares exercising their right under Securities Laws to withdraw from or rescind their purchase thereof or xxx for damages in respect thereof or which has or could reasonably be expected to have a significant adverse effect on the market price, price or value or marketability of the Common Shares; orPurchased Shares or any of them; (iii) if 20.1.3. there should develop, occur or come into effect or existence any event, action, state, condition or major financial occurrence of national or international consequences, any acts of terrorism or hostilities or escalation thereof or other calamity or crisesconsequence, or any law governmental action, law, regulation, inquiry or regulation other similar occurrence which, in the Underwriters' opinion, or one reasonable opinion of them, acting reasonablysuch Underwriter, seriously adversely affects, affects or involves, or would be expected to may seriously adversely affect or involve, the financial markets in Canada or the United States or the business, operations or affairs of Compton the Company and the Subsidiaries (its subsidiaries, taken as a xxxxx)whole; or 20.1.4. the state of the financial markets in Canada or elsewhere where it is planned to market the Purchased Shares is such that, in the reasonable opinion of the Underwriters (iv) an order to cease or suspend trading in any securities one of Compton them), the Purchased Shares cannot be profitably marketed. 20.2. If this agreement is made terminated by any Securities Commissxxx, xxock exchange or other competent authority by reason of the fault of Compton or its directors, officers and agxxxx xxd such order is not rescinded, revoked or withdrawn to the Closing Time; or (v) there is announced any change or proposed change in the income tax laws of Canada or the interpretation or administration thereof and such change would, in or its opinion, acting reasonably, be expected to have a significant adverse effect on the market price or value of the Common Shares; or (vi) the issue and sale of the Offered Shares has not occurred by February 28, 2005 or such later date as the Corporation and the Underwriters may agree. (b) If an Underwriter elects to terminate its obligation pursuant to Section 17(a) with respect to the purchase section 20.1 of the Offered Sharesthis agreement, there shall will be no further liability on the part of such that Underwriter or of Compton the Company to such that Underwriter, except in respect of xxx xxxbility any liability which may have arisen or may thereafter later arise under Sections 13sections 16, 14 17 and 1518 of this agreement. (c) 20.3. The right of the Underwriters or any of them to terminate their respective obligations under this Agreement agreement is in addition to such all other remedies as they may have in respect of any default, act or failure to act of Compton the Company in respect of any of the matters contemplaxxx xx contemplated by this Agreementagreement. A notice of termination given by one Underwriter under this Section 17 shall section 20 will not be binding upon the other Underwriters.

Termination by Underwriters in Certain Events. (a1) Each Underwriter shall also be entitled to terminate its obligation to purchase the Offered Shares by written notice to that effect given to Compton the Corporation and Goldcorp at or prior to the Time of Closing Time, if: (a) material change out — there shall occur any material change in the affairs of the Corporation, or there should be discovered any previously undisclosed material fact required to be disclosed in the Offering Documents or there should occur a change in a material fact contained in the Offering Documents, in each case which, in the reasonable opinion of the Underwriters (or any of them), has or would be expected to have a significant adverse effect on the market price or value of the Shares or any other securities of the Corporation; (b) disaster out — (i) any inquiry, action, suit, investigation or other proceeding (whether formal or informal) (including matters of regulatory transgression or unlawful conduct) is announcedcommenced, commenced announced or threatened or any order made by any federal, provincial, state, municipal or ruling is issued (and has not been rescindedother governmental department, revoked commission, board, bureau, agency or withdrawn) by instrumentality including, without limitation, the TSX, the NYSE or any securities regulatory authority, the TSX authority or any other competent authority (unless based solely upon law or regulation is enacted or changed which in the activities opinion of the UnderwritersUnderwriters (or any of them), or there is any change of law or the interpretation or administration thereofacting reasonably, which operates to prevent or restrict the trading of the Common Shares or suspend any other securities of the Corporation or to materially and adversely affects or will materially and adversely affect the trading market price or the distribution value of the Offered Common Shares or any other securities of the Corporation; or UNDERWRITING AGREEMENT COMPTON PETROLEUM CORPORATION, FEBRUARY 14, 2005 PXXX 00 OF 40 (ii) there occurs or is discovered any change, fact or event as is contemplated in Subsection 6(a) (other than a change, fact or event related solely to the Underwriters) which in the Underwriters' sole opinion or any one of them, acting reasonably, could reasonably be expected to have a material adverse effect on the business, operations, assets, liabilities (contingent or otherwise), capital or condition (financial or otherwise), prospects or affairs of the Corporation or a significant adverse effect on the market price, value or marketability of the Common Shares; or (iii) if there should develop, occur or come into effect or existence any event, action, state, condition or major financial occurrence of national or international consequences, any acts of terrorism or hostilities or escalation thereof or other calamity or crises, consequence (including terrorism) or any law or regulation which, which in the Underwriters' opinion, or one reasonable opinion of them, acting reasonably, the Underwriters seriously adversely affects, or involves, or would will, or could reasonably be expected to to, seriously adversely affect affect, or involve, the financial markets in Canada or the United States or the business, operations operations, affairs or affairs prospects of Compton and the Subsidiaries (taken as a xxxxx); or (iv) an order to cease or suspend trading in any securities of Compton is made by any Securities Commissxxx, xxock exchange or other competent authority by reason of the fault of Compton or its directors, officers and agxxxx xxd such order is not rescinded, revoked or withdrawn to the Closing Time; or (v) there is announced any change or proposed change in the income tax laws of Canada or the interpretation or administration thereof and such change would, in or its opinion, acting reasonably, be expected to have a significant adverse effect on the market price or value of the Common Shares; or (vi) the issue and sale of the Offered Shares has not occurred by February 28, 2005 or such later date as the Corporation and the Underwriters may agreeSubsidiaries taken as a whole; and (c) any of the Corporation, Goldcorp or the Selling Shareholder is in breach of, default under or non-compliance with any material representation, warranty, term, condition or covenant of this Agreement. (b2) If an Underwriter elects to terminate its obligation this Agreement is terminated by any of the Underwriters pursuant to Section 17(a) with respect to the purchase of the Offered Shares17(1), there shall be no further liability on the part of such Underwriter or of Compton the Corporation or Goldcorp or the Selling Shareholder to such Underwriter, except in respect of xxx xxxbility any liability which may have arisen or may thereafter arise under Sections 13, 14 Section 13 and 15Section 14. (c3) The right of the Underwriters or any of them to terminate their respective obligations under this Agreement is in addition to such other remedies as they may have in respect of any default, act or failure to act of Compton the Corporation, Goldcorp or the Selling Shareholder in respect of any of the matters contemplaxxx xx contemplated by this Agreement. A notice of termination given by one Underwriter under this Section 17 shall not be binding upon the other Underwriters.

Termination by Underwriters in Certain Events. (a1) Each Underwriter shall also be entitled to terminate its obligation to purchase the Offered Shares Securities by written notice to that effect given to Compton the Corporation at or prior to the Closing Time, Time if: (ia) Litigation Out - any inquiry, action, suit, proceeding or investigation (whether formal or other proceeding informal), including matters of regulatory transgression or unlawful conduct, is announcedcommenced, commenced announced or threatened in relation to the Corporation or any one of the officers or directors of the Corporation or any of its principal shareholders where wrong-doing is alleged or any order or ruling is issued (and has not been rescinded, revoked or withdrawn) made by any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality including without limitation the TSX-V or securities regulatory authoritycommission which involves a finding of wrong-doing; (b) Regulatory Out - any order, the TSX action or any other competent authority (unless based solely upon the activities of the Underwriters), proceeding which cease trades or there is any change of law or the interpretation or administration thereof, which otherwise operates to prevent or restrict or suspend or to materially adversely affect the trading or the distribution of the Offered Common Shares or any other securities of the Corporation is made or threatened by a securities regulatory authority; (c) Material Change Out - there shall be any material change or change in a material fact, or there should be discovered any previously undisclosed material fact required to be disclosed in the Base Shelf Prospectus, the Prospectus Supplement or any Prospectus Amendment in each case which, in the reasonable opinion of the Underwriters (or any of them), has or would be expected to have a significant adverse effect on the market price or value of the Common Shares or any other securities of the Corporation; or UNDERWRITING AGREEMENT COMPTON PETROLEUM CORPORATION, FEBRUARY 14, 2005 PXXX 00 OF 40; (iid) there occurs or is discovered any change, fact or event as is contemplated in Subsection 6(a) (other than a change, fact or event related solely to the Underwriters) which in the Underwriters' sole opinion or any one of them, acting reasonably, could reasonably be expected to have a material adverse effect on the business, operations, assets, liabilities (contingent or otherwise), capital or condition (financial or otherwise), prospects or affairs of the Corporation or a significant adverse effect on the market price, value or marketability of the Common Shares; or (iii) if Disaster Out - there should develop, occur or come into effect or existence any event, action, state, condition (including without limitation, terrorism or accident), including a material adverse development related to the COVID-19 Pandemic occurring after the date hereof, or major financial occurrence of national or international consequences, any acts of terrorism consequence or hostilities a new or escalation thereof or other calamity or crises, or change in any law or regulation which, which in the sole opinion of the Underwriters' opinion, or any one of them, acting reasonably, seriously adversely affects, or involves, or would might reasonably be expected to seriously adversely affect or involve, have a significant adverse effect on the state of financial markets in Canada or the business, operations or affairs of Compton and the Subsidiaries (taken as a xxxxx); or (iv) an order to cease or suspend trading in any securities of Compton is made by any Securities Commissxxx, xxock exchange or other competent authority by reason capital of the fault of Compton Corporation (on a consolidated basis) or its directors, officers and agxxxx xxd such order is not rescinded, revoked or withdrawn to the Closing Time; or (v) there is announced any change or proposed change in the income tax laws of Canada or the interpretation or administration thereof and such change would, in or its opinion, acting reasonably, be expected to have a significant adverse effect on the market price or value of the Common SharesOffered Securities; or (vie) the issue and sale of the Offered Shares has not occurred by February 28, 2005 or such later date as Breach Out - the Corporation and is in breach of any material term, condition or covenant of this Agreement or any material representation or warranty given by the Underwriters may agreeCorporation in this Agreement becomes or is false. (b2) If an Underwriter elects to terminate its obligation this Agreement is terminated by any of the Underwriters pursuant to Section 17(a) with respect to the purchase of the Offered Shares17(1), there shall be no further liability on the part of such Underwriter or of Compton the Corporation to such Underwriter, except in respect of xxx xxxbility any liability which may have arisen or may thereafter arise under Sections 13, Section 14 and Section 15. (c3) The right of the Underwriters or any of them to terminate their respective obligations under this Agreement is in addition to such other remedies as they may have in respect of any default, act or failure to act of Compton the Corporation in respect of any of the matters contemplaxxx xx contemplated by this Agreement. A notice of termination given by one Underwriter under this Section 17 shall not be binding upon the other Underwriters. (4) Notwithstanding the foregoing and for the avoidance of doubt, this Agreement may be terminated at any time at or prior to the Closing Time upon the mutual written agreement of the Corporation and the Underwriters if the parties hereto decide not to proceed with the Offering.

Termination by Underwriters in Certain Events. (a) 16.1 Each Underwriter shall also be entitled to terminate its obligation to purchase the Offered Underwritten Shares by written notice to that effect given to Compton the Corporation at or prior to the Closing Time, ifTime if after the date hereof: (ia) cease trade or limitation of trading – the Common Shares are the subject of a cease trade order of a Securities Commission of if there should occur any inquirysuspension or limitation of trading in securities generally on the TSXV or on the NYSE, investigation or other proceeding is announcedif a general moratorium on commercial banking activities in Toronto should be declared by the relevant authorities, commenced or threatened if, in relation to the Corporation which in the reasonable opinion of the Underwriters (or any order or ruling is issued (and has not been rescinded, revoked or withdrawnone of them) by any securities regulatory authority, the TSX or any other competent authority (unless based solely upon the activities of the Underwriters), or there is any change of law or the interpretation or administration thereof, which operates to prevent or materially restrict or suspend or to materially adversely affect trading of the trading Common Shares or the distribution of the Offered Shares Underwritten Shares; (b) material adverse change – (i) there should occur any material change or any other securities change in material fact which, in the reasonable opinion of the Corporation; or UNDERWRITING AGREEMENT COMPTON PETROLEUM CORPORATION, FEBRUARY 14, 2005 PXXX 00 OF 40 Underwriters (ii) there occurs or is discovered any change, fact or event as is contemplated in Subsection 6(a) (other than a change, fact or event related solely to the Underwriters) which in the Underwriters' sole opinion or any one of them), acting reasonably, could reasonably would be expected to have a material adverse effect on the business, operations, assets, liabilities (contingent or otherwise), capital or condition (financial or otherwise), prospects or affairs of the Corporation or a significant adverse effect on the market price, price or value or marketability of the Common Underwritten Shares; oror (ii) any undisclosed information is discovered by the Underwriters which, if disclosed, would, in the Underwriters’ reasonable opinion, be expected to materially and adversely affect the market price or value of the Underwritten Shares; (iiic) if disaster out – there should develop, occur or come into effect or existence any event, action, state, condition or major financial occurrence or catastrophe of national or international consequences, any acts of terrorism or hostilities or escalation thereof or other calamity or crises, consequence or any law or regulation which, in the Underwriters' opinion, opinion of the Underwriters (or any one of them, acting reasonably, ) seriously adversely affects, or involves, or would be expected to will seriously adversely affect affect, or involve, the financial markets in Canada or the business, operations or affairs of Compton the Corporation and the Subsidiaries (its subsidiaries taken as a xxxxx)whole; or (ivd) an regulatory out – any inquiry, investigation or other proceeding is commenced, announced or threatened or any order or ruling is issued under or pursuant to cease any relevant statute or suspend trading in any securities of Compton is made by any stock exchange, Securities Commissxxx, xxock exchange Commission or other competent regulatory authority by reason of the fault of Compton or its directors, officers and agxxxx xxd such order is not rescinded, revoked or withdrawn to the Closing Time; or (v) there is announced any change of law or proposed change in the income tax laws regulation under or pursuant to any statute of Canada or of any province or territory thereof or of the United States, or interpretation or administration thereof and such change wouldthereof, which, in the reasonable opinion of that Underwriter, operates to prevent or its opinion, acting reasonably, be expected to have a significant adverse effect on materially restrict the market price or value trading of the Common Shares or the distribution of the Underwritten Shares; or (vie) market out - the issue and sale state of financial markets in Canada or elsewhere where it is planned to market the Underwritten Shares is such that, in the reasonable opinion of the Offered Underwriters, the Underwritten Shares has cannot occurred be marketed profitably. 16.2 If this Agreement is terminated by February 28, 2005 or such later date as the Corporation and any of the Underwriters may agree. (b) If an Underwriter elects to terminate its obligation pursuant to Section 17(a) with respect to the purchase of the Offered SharesSubsection 16.1, there shall be no further liability on the part of such Underwriter or of Compton the Corporation to such Underwriter, except in respect of xxx xxxbility any liability which may have arisen or may thereafter arise under Sections 1312, 14 13 and 1514. (c) 16.3 The right of the Underwriters or any of them to terminate their respective obligations obligation under this Agreement is in addition to such other remedies as they may have in respect of any default, act or failure to act of Compton the Corporation in respect of any of the matters contemplaxxx xx contemplated by this Agreement. A notice of termination given by one Underwriter under this Section 17 16 shall not be binding upon the other Underwriters.

Termination by Underwriters in Certain Events. (a1) Each Any Underwriter shall also be entitled have the right to terminate its obligation to purchase the Offered Shares obligations hereunder, without any liability on such Underwriter’s part, by written notice to the Corporation and the Lead Underwriters in the event that effect given to Compton after the date hereof and at or prior to the Closing Time, if: (ia) there should occur or there should be announced or discovered any inquiry, investigation or other proceeding is announced, commenced or threatened material change or any order or ruling is issued change in a material fact (and has not been rescindedin this clause, revoked or withdrawn“material fact” shall have the meaning ascribed thereto in Canadian Securities Laws) by any securities regulatory authorityin relation to the Corporation which, in either case, in the TSX or any other competent authority (unless based solely upon the activities reasonable opinion of the Underwriters)Underwriter, or there is any change of law or the interpretation or administration thereof, which operates to prevent or restrict or suspend or to materially adversely affect the trading or the distribution of the Offered Shares or any other securities of the Corporation; or UNDERWRITING AGREEMENT COMPTON PETROLEUM CORPORATION, FEBRUARY 14, 2005 PXXX 00 OF 40 (ii) there occurs or is discovered any change, fact or event as is contemplated in Subsection 6(a) (other than a change, fact or event related solely to the Underwriters) which in the Underwriters' sole opinion or any one of them, acting reasonably, could reasonably would be expected to have a material adverse effect on the business, operations, assets, liabilities (contingent or otherwise), capital or condition (financial or otherwise), prospects or affairs of the Corporation or a significant adverse effect on the market price, price or value or marketability of the Common Shares; or; (iiib) if (i) there should develop, occur or come into effect or existence any event, action, state, condition or major financial occurrence of national or international consequences, any acts of terrorism or hostilities or escalation thereof or other calamity or crises, consequence or any law or regulation which, in the Underwriters' opinion, or one opinion of themthe Underwriter, acting reasonably, seriously adversely affects, or involves, or would be expected to will seriously adversely affect affect, or involve, the financial markets in Canada or the business, operations or affairs of Compton the Corporation and the Subsidiaries (its subsidiaries taken as a xxxxx)whole, or (ii) there shall have occurred any outbreak or escalation of hostilities, declaration by Canada or the United States of a national emergency or war, or other calamity or crisis, which, in the opinion of the Underwriter, acting reasonably, seriously adversely affects, or involves, or will seriously adversely affect, or involve, the financial markets or the business, operations or affairs of the Corporation and its subsidiaries taken as a whole; (c) any enquiry, action, suit, investigation or other proceeding, whether formal or informal, is instituted or announced or any order is made by any federal, provincial, state, municipal or other Governmental Authority in relation to the Corporation which, in the opinion of the Underwriter, operates to prevent or restrict the distribution or trading of the Shares; (d) trading in the Corporation’s securities shall have been suspended by any of the Canadian Securities Commissions, the SEC, the TSX or the NYSE or trading in securities generally on the TSX or the NYSE shall have been suspended or limited or minimum prices shall have been established on either of such exchanges; or (ive) an order a banking moratorium shall have been declared either by U.S. Federal, New York State or Canadian Federal authorities; (2) The Corporation agrees that all terms and conditions of this Agreement shall be construed as conditions and complied with insofar as the same relate to cease acts to be performed or suspend trading in caused to be performed by the Corporation, and the Corporation will use its commercially reasonable efforts to cause all such conditions to be complied with. Any breach or failure by the Corporation to comply with any securities of Compton is made by any Securities Commissxxx, xxock exchange or other competent authority by reason such material conditions shall entitle each of the fault of Compton Underwriters to terminate its obligation to purchase the Shares, by written notice to that effect given to the Corporation at or its directors, officers and agxxxx xxd such order is not rescinded, revoked or withdrawn prior to the Closing Time; or (v) there . It is announced any change or proposed change in the income tax laws understood that each of Canada or the interpretation or administration thereof and such change would, in or its opinion, acting reasonably, be expected to have a significant adverse effect on the market price or value of the Common Shares; or (vi) the issue and sale of the Offered Shares has not occurred by February 28, 2005 or such later date as the Corporation and the Underwriters may agreewaive, in whole or in part, or extend the time for compliance with, any terms and conditions without prejudice to its rights in respect of any other of such terms and conditions or any other or subsequent breach or non-compliance, provided that to be binding on an Underwriter any such waiver or extension must be in writing and signed by such Underwriter. (b3) If an The rights of termination contained in this Section 17 may be exercised by each Underwriter elects and are in addition to terminate its obligation pursuant any other rights or remedies such Underwriter may have in respect of any default, act or failure to Section 17(a) with act or non-compliance by the Corporation in respect to the purchase of any of the Offered Sharesmatters contemplated by this Agreement or otherwise. In the event of any such termination, there shall be no further liability on the part of such Underwriter to the Corporation or on the part of Compton the Corporation to such Underwriter, Underwriter except in respect of xxx xxxbility which may have arisen or may thereafter arise any liability under Sections 1314, 14 15 and 15. (c) The right of the Underwriters or any of them to terminate their respective obligations under this Agreement is in addition to such other remedies as they may have in respect of any default, act or failure to act of Compton in respect of any of the matters contemplaxxx xx this Agreement16. A notice of termination given by one an Underwriter under this Section Sections 17 shall not be binding upon the on any other UnderwritersUnderwriter.