Common use of Underwriters’ Commission Clause in Contracts

Underwriters’ Commission. In consideration of this Agreement, the Company agrees to pay to the Underwriters at the Closing Date an underwriting fee equal to (a) 6.0% of the gross proceeds from the sale of the Firm Units (other than certain Firm Units that are subject to an agreed upon president’s list for an amount up to $4,000,000 for which the fee will be 4%), and, if applicable, (b) 6.0% of the gross proceeds from the sale of any Additional Units (the “Underwriters’ Commission”). The Underwriters’ Commission may be deducted by the Underwriters from the proceeds of sale of the Firm Units, and, if applicable, the Additional Units, on the Closing Date. In addition, the Company agrees to pay to the Underwriters, and in the manner specified by the Lead Underwriter, all fees, disbursements and expenses incurred by the Underwriters in accordance with the provisions in Section 5 hereof. As additional consideration, the Underwriters will also receive that number of warrants (the “Underwriter Warrants”) equal to 6% of the number of Unit Shares issued pursuant to the offering, including any Additional Unit Shares, other than with respect to the agreed upon president’s list for an amount up to $4,000,000, for which the number of Underwriter Warrants will be 4% of the number of Unit Shares issued in connection therewith. Each Underwriter Warrant will entitle the holder thereof to acquire, from the Company, one common share in the capital of the Company (each an “Underwriter Warrant Share”) at any time prior to 5:00 p.m. (Vancouver time) on the date that is 3 years following the Closing Date upon payment of the exercise price of $2.00 per Warrant Share.

Underwriters’ Commission. In consideration of this Agreement, the Company agrees to pay to the Underwriters at the Closing Date an underwriting fee equal to (a) 6.0% of the gross proceeds from the sale of the Firm Units (other than certain Firm Units that are subject to an agreed upon president’s list for an amount up to $4,000,000 for which the fee will be 43.0%), ) and, if applicable, (b) 6.0% of the gross proceeds from the sale of any Additional Units (the “Underwriters’ Commission”). The Underwriters’ Commission may be deducted by the Underwriters from the proceeds of sale of the Firm Units, and, if applicable, the Additional Units, on the Closing Date. In addition, the Company agrees to pay to the Underwriters, and in the manner specified by the Co-Lead UnderwriterUnderwriters, all fees, disbursements and expenses incurred by the Underwriters in accordance with the provisions in Section 5 hereof. Each of the Co-Lead Underwriters shall be allocated a customary book-runner fee equal to 5.0% of the Underwriters’ Commission (net of any selling concessions to the syndicate of Underwriters). For greater certainty, the book-runner fee shall be allocated out of the Underwriters’ Commission and shall not increase the compensation payable to the Underwriters. As additional consideration, the Underwriters will also receive that number of warrants (the “Underwriter Warrants”) equal to 63.0% of the number of Unit Shares issued pursuant to the offering, including any Additional Unit Shares, Shares (other than with respect to the agreed upon president’s list for an amount up to $4,000,000, for which the number of Underwriter Warrants will be 41.5% of the number of Unit Shares issued in connection therewith). Each Underwriter Warrant will be on the same terms as the Warrants and accordingly, will entitle the holder thereof to acquire, from the Company, one common share in the capital of the Company (each an “Underwriter Warrant Share”) at any time prior to 5:00 4:30 p.m. (Vancouver Toronto time) on the date that is 3 years thirty-six months following the Closing Date upon payment of the exercise price of $2.00 per Warrant ShareUS$1.92.

Underwriters’ Commission. In consideration of this Agreementthe services to be rendered by the Underwriters in connection with the Offering, the Company agrees will pay the Underwriters, or the U.S. Affiliates, as applicable, a cash commission (the “Company Commission”) equal to 5.25% of the gross proceeds of the Offering multiplied by the number of Treasury Unit Shares and Additional Treasury Shares, divided by the total number of Treasury Unit Shares and Additional Shares in the Offering and the Selling Shareholders will pay the Underwriters a cash commission (the “Secondary Commission” and together with the Company Commission, the “Commission”) equal to 3.25% of the gross proceeds of the Offering multiplied by the number of Secondary Shares divided by the total number of Treasury Unit Shares and Additional Shares issued in the Offering, including the gross proceeds arising from the exercise, where any such exercise takes place in whole or in part, of the Underwriters’ Option. For further clarity, 5.25% cash commission applies to the Treasury Units and Additional Treasury Shares issued, and 3.25% cash commission applies to the Secondary Shares issued in the Offering. The obligation of the Company and the Selling Shareholders to pay to the Commission shall arise at Closing and the Commission shall be fully earned by the Underwriters at the Closing Date an underwriting fee Time. As additional compensation for the services to be rendered by the Underwriters hereunder, the Company will issue to the Underwriters (or any Selling Firms(s) engaged by the Underwriters) non-transferrable compensation options (the “Compensation Options”), with each Compensation Option being exercisable to purchase that number of Common Shares (the “Compensation Shares”) as is equal to (a) 6.05.00% of the gross proceeds from the sale of the Firm Units (other than certain Firm Units that are subject to an agreed upon president’s list for an amount up to $4,000,000 for which the fee will be 4%), and, if applicable, (b) 6.0% of the gross proceeds from the sale of any Additional Units (the “Underwriters’ Commission”). The Underwriters’ Commission may be deducted by the Underwriters from the proceeds of sale of the Firm Units, and, if applicable, the Additional Units, on the Closing Date. In addition, the Company agrees to pay to the Underwriters, and in the manner specified by the Lead Underwriter, all fees, disbursements and expenses incurred by the Underwriters in accordance with the provisions in Section 5 hereof. As additional consideration, the Underwriters will also receive that aggregate number of warrants (the “Underwriter Warrants”) equal to 6% of the number of Unit Shares Units issued pursuant to the offering, including any Additional Unit Shares, other than with respect to Offering at the agreed upon president’s list for an amount up to $4,000,000, for which the number of Underwriter Warrants will be 4% of the number of Unit Shares issued in connection therewith. Each Underwriter Warrant will entitle the holder thereof to acquire, from the Company, one common share in the capital of the Company (each an “Underwriter Warrant Share”) Purchase Price at any time prior to before 5:00 p.m. (Vancouver Toronto time) on the date that is 3 years 24 months following the Closing Date Date. At the Closing Time, the Company shall execute and deliver to the Underwriters the Compensation Option Certificates in a form to be agreed upon payment of by the exercise price of $2.00 per Warrant ShareUnderwriters and the Company, each acting reasonably.

Underwriters’ Commission. In consideration of this Agreement, the Company agrees to pay to the Underwriters each Underwriter at the Closing Date and each Option Closing Date, as applicable, an underwriting fee equal to (a) 6.0% of the gross proceeds from the sale of the Firm Units by such Underwriter (other than certain Firm Units that are subject to an agreed upon a president’s list for an amount up provided by the Company to $4,000,000 the Representative prior to the date hereof (the “President’s List”) for which the underwriting fee will be 43.0%), ) and, if applicable, (b) 6.0% of the gross proceeds from the sale of any Additional Units Units, Additional Unit Shares and/or Additional Warrants by such Underwriter (the “Underwriters’ Commission”). The Underwriters’ Commission may be deducted by the Underwriters from the proceeds of sale of the Firm Units, Units on the Closing Date and, if applicable, the Additional Units, Additional Unit Shares and/or Additional Warrants, on the each Option Closing Date. In addition, the Company agrees to pay to the Underwriters, and in the manner specified by the Lead UnderwriterRepresentative, all fees, disbursements and expenses incurred by the Underwriters in accordance with the provisions in Section 5 hereof. As additional consideration, the Underwriters each Underwriter will also receive that a number of common share purchase warrants (the “Underwriter Warrants” and each common share underlying the Underwriter Warrants, the “Underwriter Warrant Shares”) to purchase a number of common shares equal to 63.0% of the number of Unit Shares issued pursuant to purchased by such Underwriter on the offering, including any Additional Unit Shares, Closing Date (other than with respect to the agreed upon presidentPresident’s list for an amount up to $4,000,000, List for which the number of Underwriter Warrants will be 4for a number of common shares equal to 1.5% of the number of Unit Shares issued in connection therewith. Each Underwriter Warrant will entitle with the holder thereof to acquire, from the Company, one common share in the capital President’s List purchased by such Underwriter) and 3.0% of the Company (number of the Additional Unit Shares purchased by such Underwriter on each an “Option Closing Date. The Underwriter Warrant Share”) at any time prior to 5:00 p.m. (Vancouver time) Warrants will be on the date that is 3 years following same terms as the Closing Date upon payment of the Warrants, except as otherwise required by FINRA (as defined in Section 3(hh)), and will have an exercise price of $2.00 per Warrant Share1.25 and will be in the form of Exhibit E attached hereto.