Common use of Termination of Purchase Obligation Clause in Contracts

Termination of Purchase Obligation. 8.1 Without limiting any of the other provisions of this Agreement, any Underwriter will be entitled, at its option, to terminate and cancel, without any liability on its part or on the part of the other Underwriters and the Purchasers, its obligations under this Agreement, to purchase the Units, by giving written notice to the Company at any time through to the Time of Closing if: (a) MATERIAL CHANGE - there shall be any material change in the affairs of the Company, or there should be discovered any previously undisclosed material fact required to be disclosed in the Preliminary Prospectus, Final Prospectus or amendment thereto or there should occur a change in a material fact contained in the Offering Documents or amendment thereto, 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 Warrants of the Company; or (b) DISASTER OUT - (i) any inquiry, action, suit, investigation or other proceeding (whether formal or informal) is commenced, announced or threatened or any order made by any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality including, without limitation, the Exchanges or any securities regulatory authority or any law or regulation is enacted or changed which in the opinion of the Underwriters (or any of them), acting reasonably, operates to prevent or restrict the issuance or trading of the Common Shares or Warrants of the Company or materially and adversely affects or will materially and adversely affect the market price or value of the Common Shares or Warrants of the Company; or (ii) if there should develop, occur or come into effect or existence any event, action, state, condition or major financial occurrence of national or international consequence or any law or regulation which in the reasonable opinion of the Underwriters seriously adversely affects, or will, or could reasonably be expected to, seriously adversely affect, the financial markets or the business, operations or affairs of the Company and its subsidiaries taken as a whole. The Underwriters shall make reasonable efforts to give notice to the Company (in writing or by other means) of the occurrence of any of the events referred to in this section; provided that neither the giving nor the failure to give such notice shall in any way affect the Underwriters' entitlement to exercise this right at any time to the Time of Closing. The Underwriters' rights of termination contained in this section are in addition to any other rights or remedies they may have in respect of any default, act or failure to act or noncompliance by the Company in respect of any of the matters contemplated by this Agreement. 8.2 If the obligations of an Underwriter are terminated under this Agreement pursuant to the termination rights provided for in section 8.1, the Company's liabilities to such Underwriter shall be limited to the Company's obligations under the indemnity, contribution and expense provisions of this Agreement.

Termination of Purchase Obligation. 8.1 9.1 Without limiting any of the other provisions of this Agreement, any Underwriter the Lead Agent will be entitled, at in its sole option, to terminate and cancel, without any liability on its part or on the part of the other Underwriters and Agent or the Purchasers, its obligations under this Agreement, Agreement to purchase sell the Units, by giving written notice to the Company at any time through to the Time of Closing Time, if: (a) MATERIAL CHANGE - material change – there shall be occur any material change (actual, anticipated, contemplated or threatened, financial or otherwise) in the affairs respective businesses, affairs, operations, assets, liabilities (contingent or otherwise), capital or control of the CompanyCompany or any Subsidiary, change in a material fact with respect to the Company or any Subsidiary, or there should be discovered any previously undisclosed material fact required with respect to be disclosed in the Preliminary Prospectus, Final Prospectus Company or amendment thereto or there should occur a change in a material fact contained in the Offering Documents or amendment thereto, in each case any Subsidiary which, in the reasonable opinion of the Underwriters (or any of them)Agents, has or would be expected to have a significant adverse effect Material Adverse Effect on the Company or the market price or value of the Common Shares Units or Warrants other securities of the Company; or; (b) DISASTER OUT - due diligence out – the Agents are not satisfied, in their sole discretion, with the results of their due diligence review of the Company and its Material Subsidiaries; (ic) regulation out – any order, inquiry, action, suit, investigation or other proceeding (whether formal or informal) is commenced, announced or threatened or any order made by any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality including, without limitation, the Exchanges TSX or any securities regulatory authority against the Company or any of the officers, directors or principal shareholders of the Company or any law or regulation is enacted or changed which in the opinion of the Underwriters (or any of them)Agents, acting reasonably, operates or threatens to prevent prevent, cease or restrict the issuance or trading of the Common Shares or Warrants securities of the Company by the Company, its officers, directors or principal shareholders or materially and adversely affects or will might, in the reasonable opinion of the Agents, materially and adversely affect the market price or value of the Common Shares or Warrants securities of the Company; or ; (iid) disaster out – if there should develop, occur or come into effect or existence any event, action, state, condition accident, condition, terrorist event or major financial occurrence of national or international consequence or any law or regulation which in the reasonable opinion of the Underwriters Agents seriously adversely affects, or willinvolves, will or could reasonably be expected to, seriously adversely affect, the financial markets or involve, the business, operations or affairs of the Company and its subsidiaries taken as a whole. or any Subsidiary, or the profitable distribution of the Units; (e) market out – the state of the financial markets in Canada, the United States or elsewhere is such that, in the reasonable opinion of the Agents, the Units cannot be marketed profitably or it would be impractical to offer or continue to offer the Units for sale; (f) breach of this agreement – the Agents determine that the Company is in breach of any term, representation, warranty, condition or covenant of this Agreement; and (g) delay of closing – the Closing Date fails to occur on or prior to July 8, 2016. 9.2 The Underwriters Agents shall make reasonable efforts to give notice to the Company (in writing or by other means) of the occurrence of any of the events referred to in this section; provided that neither the giving nor the failure to give such notice shall in any way affect the Underwriters' Agents’ entitlement to exercise this right at any time prior to the Time of Closing. Closing Time. 9.3 The Underwriters' Agents’ rights of termination contained in this section are in addition to any other rights or remedies they may have in respect of any default, act or failure to act or noncompliance non-compliance by the Company in respect of any of the matters contemplated by this Agreement. 8.2 If the obligations of an Underwriter are terminated under this Agreement pursuant to the termination rights provided for in section 8.1, the Company's liabilities to such Underwriter shall be limited to the Company's obligations under the indemnity, contribution and expense provisions of this Agreement.

Termination of Purchase Obligation. 8.1 Without limiting any of the other foregoing provisions of this Agreementagreement, and in addition to any Underwriter will other remedies which may be available to them, the Underwriters shall be entitled, at its their option, to terminate and cancel, without any liability on its part or on the part of the other Underwriters and the Purchasersliability, its their obligations under this Agreement, to purchase agreement and those of the UnitsPurchasers, by giving written notice to the Company at any time through to the Time of Closing Closing, if: (a) MATERIAL CHANGE - there shall be any material change in the affairs of the Company, or there should be discovered any previously undisclosed material fact required to be disclosed in the Preliminary Prospectus, Final Prospectus or amendment thereto or there should occur a change in a material fact contained in the Offering Documents or amendment thereto, in each case which, in the reasonable opinion of the Underwriters (or are not satisfied in any reasonable respect with the results of them), has or would be expected their due diligence investigations carried out prior to have a significant adverse effect on the market price or value Time of the Common Shares or Warrants of the Company; orClosing; (b) DISASTER OUT - (i) any order or ruling is issued, any inquiry, action, suit, investigation or other proceeding (whether formal or informal) in relation to the Company or its directors and officers is commencedmade, announced or threatened or any order made announced by any federalofficer or official of any stock exchange, provincial, state, municipal Securities Commission or other governmental department, commission, board, bureau, agency or instrumentality including, without limitation, the Exchanges or any securities regulatory authority (other than an order based solely upon the activities or alleged activities of the Underwriters) or any law or regulation is enacted promulgated or changed which in the opinion of the Underwriters (or any of them), acting reasonably, operates to prevent or restrict the issuance trading in or trading distribution of the Common Offered Securities, Compensation Warrants, Underlying Shares (if the Offered Securities are to be issued as Subscription Receipts) or Warrants of the Company or materially and adversely affects or will materially and adversely affect the market price or value of the Common Shares or Warrants of the Company; or Underlying Compensation Shares; (iic) if there should develop, occur or come into effect or existence any event, action, state, condition or major financial occurrence incident of national or international consequence consequence, any law, regulation or inquiry or any law other event, action or regulation which occurrence of any nature whatsoever which, in the reasonable opinion of the Underwriters seriously Underwriters, materially and adversely affects, affects or will, or could reasonably be expected to, seriously may materially and adversely affect, affect the financial markets in Canada or the United States generally or the business, operations affairs or affairs capital of the Company and its subsidiaries Company, taken as a whole. ; (d) there should occur any material change or change in a material fact which, in the reasonable opinion of the Underwriters, impacts materially and adversely on the marketability of the Offered Securities; or (e) the Company is in breach of any material term, condition or covenant of this agreement (which has not been waived, in writing, by the Underwriters) or any material representation or warranty given by the Company in this agreement becomes or is false (and such representation or warranty is not waived, in writing, by the Underwriters), the occurrence or non-occurrence of any of the foregoing events or circumstances to be determined in the sole discretion of the Underwriters, acting reasonably. 8.2 The Underwriters shall make reasonable efforts to give notice to the Company (in writing or by other means) of the occurrence of any of the events referred to in this section; Section 8.1, provided that neither the giving nor the failure to give such notice shall in any way affect the Underwriters' entitlement to exercise this right at any time through to the Time of Closing. . 8.3 The Underwriters' rights of termination contained in this section Section are in addition to any other rights or remedies they may have in respect of any default, act or failure to act or noncompliance non-compliance by the Company in respect of any of the matters contemplated by this Agreementagreement. 8.2 8.4 If the obligations of an Underwriter the Underwriters and the Purchasers are terminated under this Agreement agreement pursuant to the termination rights provided for in section Section 8.1, the Company's liabilities to such Underwriter the Underwriters and the Purchasers shall be limited to the Company's obligations under the indemnity, contribution and expense provisions of Sections 9, 10, and 11, respectively, of this Agreementagreement.

Termination of Purchase Obligation. 8.1 7.1 Without limiting any of the other provisions of this Agreement, any Underwriter Agent will be entitled, at its sole option, to terminate and cancel, without any liability on its part or on the part of the other Underwriters Agents and the Purchasers, its obligations (and those of any Purchasers arranged by it) under this Agreement, to purchase the Units, by giving written notice to the Company at any time through to the Closing Time of Closing if: (a) MATERIAL CHANGE material change - there shall be any material change or change in a material fact in the affairs of the CompanyCompany or its Subsidiaries, or there should be discovered any previously undisclosed material fact required to be disclosed in the Preliminary Prospectus, Final Prospectus or amendment thereto or there should occur a change in a material fact contained in the Offering Documents or amendment thereto, in each case which, in the reasonable opinion of the Underwriters Agents (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 Units or Warrants other securities of the Company; orCompany (including the Common Shares); (b) DISASTER OUT due diligence out – the due diligence investigations performed by the Agents and/or their representatives reveals any material information or fact not generally known to the public which might, in the opinion of the Agents (or any one of them), acting reasonably, adversely affect the market price of the securities of the Company, quality of the investment or marketability of the Offering; (c) disaster out - (i) there should develop, occur or come into effect or existence any event, action, state, accident, condition, or major financial occurrence of national or international consequence or any new or change in any law or regulation which in the opinion of the Agents (or any one of them), seriously adversely affects or involves, or will seriously adversely affect or involve, the financial markets or the business, operations or affairs of the Company and its Subsidiaries on a consolidated basis or the market price or value of the Common Shares (including the Units); (d) market out – the state of the financial markets in Canada or elsewhere where it is planned to market the Units is such that, in the reasonable opinion of the Agents (or any one of them), the Units cannot be marketed profitably; (e) regulatory out - any inquiry, action, suit, proceeding or investigation or other proceeding (whether formal or informal) is commenced, announced or threatened in relation to the Company, its Subsidiaries or any one of their officers or directors or principal shareholders or any order is made by any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality including, without limitation, the Exchanges Exchange or any securities regulatory authority authority, or any law or regulation is enacted or changed which in the opinion of the Underwriters Agents (or any of them), acting reasonably, operates or threatens to prevent prevent, cease or restrict the issuance or trading of the Common Shares or Warrants securities of the Company (including the Units), or materially and adversely affects or will materially and adversely affect the market price or value of the Common Shares or Warrants securities of the Company; Company (including the Units); (f) breach of this Agreement – the Agents (or (iiany one of them) if there should developdetermines, occur or come into effect or existence acting reasonably, that the Company is in breach of any event, action, statematerial term, condition or major financial covenant of this Agreement or any material representation or warranty given by the Company in this Agreement is or becomes false and such breach or false representation or warranty remains uncured by the Closing Time. The occurrence or non-occurrence of national any of the foregoing events or international consequence circumstances is to be determined in the discretion of the Agents, acting reasonably. The Agents (or any law or regulation which in the reasonable opinion one of the Underwriters seriously adversely affects, or will, or could reasonably be expected to, seriously adversely affect, the financial markets or the business, operations or affairs of the Company and its subsidiaries taken as a whole. The Underwriters them) shall make reasonable efforts best effort to give written notice to the Company (in writing or by other means) of the occurrence of any of the events referred to in this section; provided that neither the giving nor the failure to give such notice shall in any way affect the Underwriters' Agents’ (or any one of their) entitlement to exercise this right at any time prior to the Time of ClosingClosing Time. The Underwriters' Agents’ rights of termination contained in this section are in addition to any other rights or remedies they may have in respect of any default, act or failure to act or noncompliance by the Company in respect of any of the matters contemplated by this Agreement. 8.2 7.2 If the obligations of an Underwriter Agent are terminated under this Agreement pursuant to the termination rights provided for in section 8.1Section 7.1, the Company's ’s liabilities to such Underwriter Agent shall be limited to the Company's ’s obligations under the indemnity, contribution and expense provisions of this Agreement.

Termination of Purchase Obligation. 8.1 Without limiting any of the other provisions of this Agreement, any Underwriter will be entitled, at its option, to terminate and cancel, without any liability on its part or on the part of the other Underwriters and the Purchasers, its obligations under this Agreement, to purchase the UnitsOffered Securities or Additional Offered Securities, as applicable, by giving written notice to the Company at any time through to the applicable Time of Closing if: (a) MATERIAL CHANGE material change - there shall be any material change in the affairs of the Company, or there should be discovered any previously undisclosed material fact required to be disclosed in the Preliminary Prospectus, Final Prospectus or amendment thereto or there should occur a change in a material fact contained in the Offering Documents or amendment thereto, 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 Offered Securities or Warrants any other securities of the Company; or; (b) DISASTER OUT disaster out - (i) any inquiry, action, suit, investigation or other proceeding (whether formal or informal) (including matters of regulatory transgression or unlawful conduct) is commenced, announced or threatened or any order made by any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality including, without limitation, the Exchanges Exchange or any securities regulatory authority or any law or regulation is enacted or changed which in the opinion of the Underwriters (or any of them), acting reasonably, operates to prevent or restrict the issuance or trading of the Common Shares Offered Securities or Warrants any other securities of the Company or materially and adversely affects or will materially and adversely affect the market price or value of the Common Shares Offered Securities or Warrants any other securities of the Company; or (ii) if there should develop, occur or come into effect or existence any event, action, statestate (including terrorism), condition or major financial occurrence of national or international consequence or any law or regulation which in the reasonable opinion of the Underwriters seriously adversely affects, or involves, or will, or could reasonably be expected to, seriously adversely affect, or involve, the financial markets or the business, operations or affairs of the Company and its subsidiaries taken as a whole; or (c) breach - the Company is in breach of any material terms, condition or covenant of this Agreement or any material representation or warranty given by the Company in this Agreement becomes or is false. The Underwriters shall make reasonable efforts to give notice to the Company (in writing or by other means) of the occurrence of any of the events referred to in this section; provided that neither the giving nor the failure to give such notice shall in any way affect the Underwriters' entitlement to exercise this right at any time to the Time of Closing. The Underwriters' rights of termination contained in this section are in addition to any other rights or remedies they may have in respect of any default, act or failure to act or noncompliance by the Company in respect of any of the matters contemplated by this Agreement. 8.2 If the obligations of an Underwriter are terminated under this Agreement pursuant to the termination rights provided for in section 8.1, the Company's liabilities to such Underwriter shall be limited to the Company's obligations under the indemnity, contribution and expense provisions of this Agreement.

Termination of Purchase Obligation. 8.1 Without limiting any of the other provisions of this Agreement, any Underwriter will be entitled, at its sole option, to terminate and cancel, without any liability on its part or on the part of the other Underwriters Underwriter and the Purchasers, its obligations under this Agreement, to purchase sell the UnitsShares, by giving written notice to the Company at any time through to the Time of Closing if: (a) MATERIAL CHANGE - prior to the Time of Closing there shall be occur any material change in the affairs of the Company, or there should be discovered any previously undisclosed material fact required to be disclosed in the Preliminary Prospectus, Final Prospectus or amendment thereto or there should occur a change in a material fact contained in the Offering Documents or amendment theretofact, in each case which, which in the reasonable opinion of the Underwriters (or any one of them), has or would be expected to have a significant material adverse effect on the market price or value of the Common Shares or Warrants of the Company; orShares; (b) DISASTER OUT - (i) any inquiry, action, suit, investigation or other proceeding (whether formal or informal) is commenced, announced or threatened or any order made by any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality including, without limitation, the Exchanges or any securities regulatory authority or any law or regulation is enacted or changed which in the opinion of the Underwriters (or any of them), acting reasonably, operates to prevent or restrict the issuance or trading of the Common Shares or Warrants of the Company or materially and adversely affects or will materially and adversely affect the market price or value of the Common Shares or Warrants of the Company; or (ii) if there should develop, occur or come into effect or existence any event, action, state, condition or major financial occurrence of national or international consequence or any law or regulation which which, in the reasonable opinion of the Underwriters seriously (or any of them), materially adversely affectsaffects or involves, or will, will materially adversely affect or could reasonably be expected to, seriously adversely affectinvolve, the financial markets or the business, operations or affairs of the Company and its subsidiaries Subsidiaries taken as a whole; (c) there should occur or commence, or be announced or threatened, any inquiry, action, suit, investigation or other proceeding (whether formal or informal); or any order is issued by any governmental authority; or any law or regulation is promulgated, changed or announced in relation to the Company or a Subsidiary; which in the opinion of the Underwriters (or any of them), prevents or materially restricts the trading in or the distribution of the Common Shares or would be expected to have a material adverse effect on the market price or value of the Common Shares; or (d) the Company is in breach of any material term, condition or covenant of this Agreement or any material representation or warranty given by the Company in this Agreement is or becomes false. The occurrence or non-occurrence of any of the foregoing events or circumstances is to be determined in the discretion of the Underwriters, acting reasonably. The Underwriters shall make reasonable efforts to give notice to the Company (in writing or by other means) of the occurrence of any of the events referred to in this sectionSection; provided that neither the giving nor the failure to give such notice shall in any way affect the Underwriters' ’ entitlement to exercise this right at any time through to the Time of Closing. The Underwriters' ’ rights of termination contained in this section Section are in addition to any other rights or remedies they may have in respect of any default, act or failure to act or noncompliance by the Company in respect of any of the matters contemplated by this Agreement. In the event of any such termination, each remaining Underwriter who has not elected to terminate shall be deemed contemporaneously to have terminated its obligations hereunder unless such Underwriter shall have been given written notice by the Company of such termination and shall within 24 hours of receipt of such notice have given the Company written notice to the effect that such remaining Underwriter shall assume the obligations of the terminating Underwriter, provided, that such remaining Underwriter shall have the right to postpone the Closing Date for such period, not exceeding ten business days, as it shall determine and notify the Company in order that any required changes in the Canadian Final Prospectus and the U.S. Final Prospectus may be effected. 8.2 If the obligations of an Underwriter are terminated under this Agreement pursuant to the termination rights provided for in section Section 8.1, the Company's ’s liabilities to such Underwriter shall be limited to the Company's ’s obligations under the indemnity, contribution and expense provisions of this Agreement.

Termination of Purchase Obligation. 8.1 Without limiting any of the other foregoing provisions of this Agreementagreement, and in addition to any Underwriter will other remedies which may be available to it, the Agent (on its own behalf and on behalf of the Purchasers) shall be entitled, at its option, to terminate and cancel, without any liability on its part or on the part of the other Underwriters and the Purchasersliability, its obligations under this Agreement, to purchase agreement and those of the UnitsPurchasers, by giving written notice to the Company at any time through to the Time of Closing Closing, if: (a) MATERIAL CHANGE - there shall be the Agent, acting reasonably, is not satisfied in any material change in reasonable respect with the affairs results of its due diligence investigations carried out prior to the Company, or there should be discovered any previously undisclosed material fact required to be disclosed in the Preliminary Prospectus, Final Prospectus or amendment thereto or there should occur a change in a material fact contained in the Offering Documents or amendment thereto, in each case which, in the reasonable opinion Time 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 Warrants of the Company; orClosing; (b) DISASTER OUT - (i) any order or ruling is issued, any inquiry, action, suit, investigation or other proceeding (whether formal or informal) in relation to the Company or any of the Subsidiaries or any of their respective directors and officers is commencedmade, announced or threatened or any order made announced by any federalofficer or official of any stock exchange, provincial, state, municipal Securities Commission or other governmental department, commission, board, bureau, agency or instrumentality including, without limitation, the Exchanges or any securities regulatory authority (other than an order based solely upon the activities or alleged activities of the Agent) or any law or regulation in a Qualifying Province is enacted promulgated or changed which in the opinion of the Underwriters (or any of them), acting reasonably, operates to prevent or restrict the issuance trading in or trading distribution of the Common Shares Convertible Notes, Unit Shares, Warrants, Warrant Shares, Compensation Options or Warrants of the Company or materially and adversely affects or will materially and adversely affect the market price or value of the Common Shares or Warrants of the Company; or Underlying Compensation Securities; (iic) if there should develop, occur or come into effect or existence any event, action, state, condition or major financial occurrence incident of national or international consequence consequence, any law, regulation or inquiry or any law other event, action or regulation which occurrence of any nature whatsoever which, in the reasonable opinion of the Underwriters seriously Agent, materially and adversely affects, affects or will, or could reasonably be expected to, seriously may materially and adversely affect, affect the financial markets in Canada generally or the business, operations affairs or affairs capital of the Company and its subsidiaries Company, taken as a whole. ; (d) there should occur any material change or change in a material fact which, in the reasonable opinion of the Agent, impacts materially and adversely on the marketability of the Convertible Notes; (e) the Company is in breach of any material term, condition or covenant of this agreement (which has not been waived, in writing, by the Agent) or any material representation or warranty given by the Company in this agreement becomes or is false (and such representation or warranty is not waived, in writing, by the Agent); or (f) if the Agent otherwise determines it would be unprofitable or impractical to offer or continue to offer the Convertible Notes; the occurrence or non-occurrence of any of the foregoing events or circumstances to be determined in the sole discretion of the Agent, acting reasonably. 8.2 The Underwriters Agent shall make reasonable efforts to give notice to the Company (in writing or by other means) of the occurrence of any of the events referred to in this section; Section 8.1, provided that neither the giving nor the failure to give such notice shall in any way affect the Underwriters' Agent’s entitlement to exercise this right at any time through to the Time of Closing. . 8.3 The Underwriters' Agent’s rights of termination contained in this section are in addition to any other rights or remedies they it may have in respect of any default, act or failure to act or noncompliance non-compliance by the Company in respect of any of the matters contemplated by this Agreementagreement. 8.2 8.4 If the obligations of an Underwriter the Agent and the Purchasers are terminated under this Agreement agreement pursuant to the termination rights provided for in section Section 8.1, the Company's ’s liabilities to such Underwriter the Agent and the Purchasers shall be limited to the Company's ’s obligations under the indemnity, contribution and expense provisions of Sections 9, 10, and 11, respectively, of this Agreementagreement.

Termination of Purchase Obligation. 8.1 11.1 Without limiting any of the other provisions of this Agreement, any Underwriter the Underwriters will be entitled, at its their sole option, to terminate and cancel, without any liability on its their part or on the part of the other Underwriters and the Purchasers, its obligations under this Agreement, to purchase sell the UnitsShares, by giving written notice to the Company at any time through to the Time of Closing if: (a) MATERIAL CHANGE - there shall be occur any material change (actual, anticipated, contemplated or threatened, financial or otherwise) in the affairs business, affairs, prospects, operations, assets, liabilities (contingent or otherwise), capital or control of the Company or its Material Subsidiaries (the “Condition of the Company, ”) or there should be discovered any previously undisclosed material fact required to be disclosed in the Preliminary Prospectus, Final Prospectus or amendment thereto or there should occur a change in a material fact contained fact, or the Underwriters becomes aware of any undisclosed material information, which in the Offering Documents or amendment thereto, in each case which, in the reasonable opinion of the Underwriters (or any of them)Underwriters, has or would could be expected to have a significant adverse effect on the market price or value of the Common Shares or Warrants of the Company; or; (b) DISASTER OUT - (i) any inquiry, action, suit, investigation or other proceeding (whether formal or informal) is commenced, announced or threatened or any order made by any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality including, without limitation, the Exchanges or any securities regulatory authority or any law or regulation is enacted or changed which in the opinion of the Underwriters (or any of them), acting reasonably, operates to prevent or restrict the issuance or trading of the Common Shares or Warrants of the Company or materially and adversely affects or will materially and adversely affect the market price or value of the Common Shares or Warrants of the Company; or (ii) if there should shall develop, occur or come into effect or existence existence, or be announced, any event, action, state, condition or major financial occurrence of national or international consequence or any law, action or regulation which, in the opinion of the Underwriters, seriously adversely affects or involves, or will seriously adversely affect or involve, financial markets generally or the Condition of the Company; (c) there should occur or commence, or be announced or threatened, any inquiry, action, suit, investigation or other proceeding (whether formal or informal); or any order is proposed or issued by any governmental authority; or any law or regulation is promulgated, changed or announced in relation to the Company or a Material Subsidiary; which in the reasonable opinion of the Underwriters seriously adversely affectsUnderwriters, prevents or will, or could reasonably be expected to, seriously adversely affect, materially restricts the financial markets trading in or the business, operations or affairs distribution of the Common Shares of the Company and its subsidiaries taken as or would be expected to have a wholematerial adverse effect on the market price or value of the Common Shares; or (d) the Company is in breach of any material term, condition or covenant of this Agreement or any material representation or warranty given by the Company in this Agreement is or becomes false. The occurrence or non-occurrence of any of the foregoing events or circumstances is to be determined in the discretion of the Underwriters, acting reasonably. The Underwriters shall make reasonable efforts to give notice to the Company (in writing or by other means) of the occurrence of any of the events referred to in this sectionSection; provided that neither the giving nor the failure to give such notice shall in any way affect the Underwriters' ’ entitlement to exercise this right at any time through to the Time of Closing. The Underwriters' ’ rights of termination contained in this section Section are in addition to any other rights or remedies they it may have in respect of any default, act or failure to act or noncompliance by the Company in respect of any of the matters contemplated by this Agreement. 8.2 11.2 If the obligations of an Underwriter the Underwriters are terminated under this Agreement pursuant to the termination rights provided for in section 8.1Section 11.1, the Company's ’s liabilities to such Underwriter the Underwriters shall be limited to the Company's ’s obligations under the indemnity, contribution and expense provisions of this Agreement.

Termination of Purchase Obligation. 8.1 Without limiting any of the other provisions of this Agreementagreement, any Underwriter the Agents, on their own behalf and on behalf of the Purchasers, will be entitled, at its their option, to terminate and cancel, without any liability on its part or on the part of the other Underwriters and the Purchasersliability, its their obligations under this Agreementagreement, to purchase the UnitsOffered Shares, by giving written notice to the Company at any time through to the Time of Closing if: (a) MATERIAL CHANGE - there shall be any material change in the affairs of the Companyorder or ruling is issued, or there should be discovered any previously undisclosed material fact required to be disclosed in the Preliminary Prospectus, Final Prospectus or amendment thereto or there should occur a change in a material fact contained in the Offering Documents or amendment thereto, 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 Warrants of the Company; or (b) DISASTER OUT - (i) any inquiry, action, suit, investigation or other proceeding (whether formal informal or informalformal) in relation to the Company or a Subsidiary is commenced, made or announced or threatened or any order made by any federal, provincial, state, municipal officer or other governmental department, commission, board, bureau, agency or instrumentality including, without limitation, official of the Exchanges or any securities regulatory authority the Securities Commissions (other than such order, ruling, enquiry or any law investigation based solely upon the activities or regulation is enacted or changed which in the opinion alleged activities of the Underwriters (or any of them), acting reasonably, Agents) which operates to cease, suspend, prevent or restrict the issuance trading in, or trading of the Common Shares or Warrants distribution of, any securities of the Company or materially and adversely affects or will materially and adversely affect including the market price or value of the Common Shares or Warrants of the Company; or Offered Shares; (iib) if there should develop, occur or come into effect or existence any eventevent of any nature, actionincluding without limitation, stateaccident, condition or major financial occurrence of national or international consequence or any governmental law or regulation regulation, which in the reasonable opinion of the Underwriters seriously Agents adversely affects, affects or will, or could reasonably be expected to, seriously may adversely affect, affect the financial markets or the business, affairs or operations or affairs of the Company and its subsidiaries taken the Subsidiaries on a consolidated basis or the market price or value of the Offered Shares; (c) the Agents and or their representatives, through their due diligence investigations, discover any misrepresentation, or there is in the opinion of the Agents a material adverse change or a change in material fact or a new material fact shall arise which would be expected to have an adverse effect on the business, affairs or operations of the Company and the Subsidiaries on a consolidated basis or on the market price or value of the Offered Shares; (d) the state of the financial markets is such that in the opinion of the Agents the Offered Shares cannot be successfully marketed; (e) the Company shall be in material breach of any material term, condition or covenant in this agreement, or any representation or warranty of the Company is or becomes false; or (f) the Agents, or any of them, or any affiliate of any of the Agents or any of their respective directors, or officers receives notice of any material claim, action, proceeding or investigation against any of them, by or before any court, government department, commission, board or agency, foreign or domestic, which arises as a wholeresult of the Agents' obligations hereunder; the occurrence or non-occurrence of any of the foregoing events or circumstances to be determined in the sole discretion of the Agents, acting reasonably. The Underwriters Agents shall make reasonable efforts to give notice to the Company (in writing or by other means) of the occurrence of any of the events referred to in this section; provided that neither the giving nor the failure to give such notice shall in any way affect the UnderwritersAgents' entitlement to exercise this right at any time through to the Time of Closing. The UnderwritersAgents' rights of termination contained in this section are in addition to any other rights or remedies they may have in respect of any default, act or failure to act or noncompliance by the Company in respect of any of the matters contemplated by this Agreementagreement. 8.2 If the obligations of an Underwriter the Agents are terminated under this Agreement agreement pursuant to the termination rights provided for in section Section 8.1, the Company's liabilities to such Underwriter the Agents shall be limited to the Company's obligations under the indemnity, contribution and expense provisions of this Agreementagreement.

Termination of Purchase Obligation. 8.1 Without limiting any of the other provisions of this Agreement, any Underwriter will be entitled, at its option, to terminate and cancel, without any liability on its part or on the part of the other Underwriters and the Purchasers, its obligations under this Agreement, to purchase the Units, by giving written notice to the Company at any time through to the Time of Closing Closing, if: (a) MATERIAL CHANGE - material change — there shall be any material change in the affairs of the CompanyCompany or any of its subsidiaries, or there should be discovered any previously undisclosed material fact required to be disclosed in the Preliminary Prospectus, Final Prospectus or amendment thereto or there should occur a change in a material fact contained in the Offering Documents or amendment thereto, 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 Units or Warrants any other securities of the Company; or; (b) DISASTER OUT - disaster out – (i) any inquiry, action, suit, proceeding or investigation or other proceeding (whether formal or informal) (including matters of regulatory transgression or unlawful conduct), is commenced, commenced or announced or threatened or any order made by any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality including, without limitation, the Exchanges TSXV or any securities regulatory authority authority, or any law or regulation is enacted or changed which in the opinion of the Underwriters (or any of them), acting reasonably, operates to prevent or restrict the issuance or trading of the Units, the Common Shares or Warrants any other securities of the Company or materially and adversely affects or will materially and adversely affect the market price or value of the Units, the Common Shares or Warrants any other securities of the Company; or (ii) if there should develop, occur or come into effect or existence any event, action, state, condition or major financial occurrence of national or international consequence (including for certainty any act of terrorism generally or any act of terrorism, act of war, coup attempt, political or social upheaval in Cameroon) or any new law or regulation or a change thereof which in the reasonable opinion of the Underwriters seriously adversely affects, or will, or could reasonably be expected to, seriously adversely affect, affects the financial markets or the business, operations or affairs of the Company and its subsidiaries taken subsidiaries; or (iii) a cease trading order is made by any securities commission or other competent authority by reason of the fault of the Company or its respective directors, officers and agents and such cease trading order is not promptly rescinded; or (c) breach — the Company is in breach of any material terms, condition or covenant of this Agreement or any material representation or warranty given by the Company in this Agreement or is later determined to be false as a wholeat the date hereof. The Underwriters shall make reasonable efforts to give notice to the Company (in writing or by other means) of the occurrence of any of the events referred to in this section; provided that neither the giving nor the failure to give such notice shall in any way affect the Underwriters' ’ entitlement to exercise this right at any time to the Time of Closing. The Underwriters' ’ rights of termination contained in this section are in addition to any other rights or remedies they may have in respect of any default, act or failure to act or noncompliance non-compliance by the Company in respect of any of the matters contemplated by this Agreement. 8.2 If the obligations of an Underwriter are terminated under this Agreement pursuant to the termination rights provided for in section 8.1, the Company's liabilities to such Underwriter shall be limited to the Company's obligations under the indemnity, contribution and expense provisions of this Agreement.

Termination of Purchase Obligation. 8.1 Without limiting any of the other provisions of this Agreement, any Underwriter will be entitled, at its sole option, to terminate and cancel, without any liability on its part or on the part of the other Underwriters and the Purchasers, its obligations (and those of any Purchasers arranged by it) under this Agreement, to purchase the UnitsSubscription Receipts, by giving written notice to the Company at any time through to the Time of Closing if: (a) MATERIAL CHANGE - there shall occur or be discovered any material change or change in a material fact in the affairs of the Company, the Material Subsidiaries, or there should be discovered any previously undisclosed material fact required to be disclosed in the Preliminary Prospectus, Final Prospectus or amendment thereto or there should occur a change in a material fact contained in the Offering Documents or amendment thereto, in each case which, in the reasonable opinion of the Underwriters (or any of them)Underwriter, has or would be expected to result in the purchasers of a material number of Subscription Receipts exercising their right under applicable legislation to withdraw from their purchase of Subscription Receipts or, in the reasonable opinion of the Underwriter, would be expected to have a significant adverse effect on the Company or the market price or value of the Common Subscription Receipts, the Unit Shares, the Warrants, the Warrant Shares or Warrants other securities of the Company; or; (b) DISASTER OUT - (i) any order inquiry, action, suit, investigation investigation, petition or other proceeding (whether formal or informal) is commenced, announced or threatened or any order made by any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality including, without limitation, the Exchanges TSXV or any securities regulatory authority against the Company, the Material Subsidiaries or any of its officers, directors or principal shareholders of the Company or any law or regulation is enacted or changed which in the opinion of the Underwriters (or any of them)Underwriter, acting reasonably, operates or threatens to prevent prevent, cease or restrict the issuance or trading of the Common Shares or Warrants securities of the Company by the Company, its officers, directors or principal shareholders or materially and adversely affects or will may materially and adversely affect the market price or value of the Common Shares or Warrants securities of the Company; or ; (iic) if there should develop, occur or come into effect or existence any event, action, state, condition accident, condition, terrorist event or major financial occurrence of national or international consequence or any law or regulation which in the reasonable opinion of the Underwriters Underwriter seriously adversely affects, or involves, or will, or could reasonably be expected to, seriously adversely affect, or involve, the financial markets or the business, operations or affairs of the Company and its subsidiaries taken as a whole; (d) the state of the financial markets in Canada or elsewhere is such that in the reasonable opinion of the Underwriter the Subscription Receipts cannot be marketed profitably; (e) there shall have occurred any change in securities laws, and inquiry, order, investigation or other proceeding pursuant to any laws of Canada or the other Selling Jurisdictions which, in the reasonable opinion of the Underwriter acting reasonably prevents or restricts the distribution of the Subscription Receipts or adversely affects or might reasonably be expected to adversely affect the market price or value of the securities of the Company; (f) the agreement with respect to the Acquisition shall have been terminated; (g) the TSXV (or the TSX) shall have given the Company notice of its refusal to list the Subscription Receipts, the Unit Shares, the Warrants, the Warrant Shares or the Broker Shares; or (h) the Company is in breach of any material term, condition or covenant of this Agreement or any material representation or warranty given by the Company in this Agreement is or becomes false. The Underwriters (or any one of them) shall make reasonable efforts to give notice to the Company (in writing or by other means) of the occurrence of any of the events referred to in this section; provided that neither the giving nor the failure to give such notice shall in any way affect the Underwriters' ’ (or any one of their) entitlement to exercise this right at any time through to the Time of Closing. The Underwriters' ’ rights of termination contained in this section are in addition to any other rights or remedies they may have in respect of any default, act or failure to act or noncompliance by the Company in respect of any of the matters contemplated by this Agreement. 8.2 If the obligations of an Underwriter are terminated under this Agreement pursuant to the termination rights provided for in section Section 8.1, the Company's ’s liabilities to such Underwriter shall be limited to the Company's ’s obligations under the indemnity, contribution and expense provisions of this Agreement.