Common use of Underwriters’ Obligations Clause in Contracts

Underwriters’ Obligations. (1) Subject to the terms of this Agreement, the Underwriters’ obligations under this Agreement to purchase the Offered Shares shall be several and not joint and several and the liability of each of the Underwriters to purchase the Offered Shares shall be limited to the following percentages of the purchase price paid for the Offered Shares: BMO Xxxxxxx Xxxxx Inc. 40.0% National Bank Financial Inc. 35.0% CIBC World Markets Inc. 10.0% Canaccord Genuity Corp. 5.0% Cormark Securities Inc. 5.0% RBC Dominion Securities Inc. 5.0% (2) If any of the Underwriters fails to purchase its applicable percentage of the Offered Shares at the Closing Time or the Option Closing Time, as the case may be, (a “Defaulting Underwriter”) and the percentage of Offered Shares that have not been purchased by the Defaulting Underwriter represents 10% or less of the Offered Shares then the other Underwriters will be severally, and not jointly and severally, obligated to purchase, on a pro rata basis to their respective percentages as aforesaid, all but not less than all of the Offered Shares not purchased by the Defaulting Underwriter, and to receive the Defaulting Underwriter’s portion of the Underwriting Fee in respect thereof, and such non-defaulting Underwriters shall have the right, by notice to the Company, to postpone the Closing Date or Option Closing Date, as the case may be, by not more than three Business Days to effect such purchase. In the event that the percentage of Offered Shares that have not been purchased by a Defaulting Underwriter represents more than 10% of the aggregate Offered Shares, the other Underwriters will have the right, but will not be obligated, to purchase all of the percentage of the Offered Shares which would otherwise have been purchased by the Defaulting Underwriter; the Underwriters exercising such right will purchase such Offered Shares, if applicable, pro rata to their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that such right is not exercised, the non-defaulting Underwriters shall be relieved of all obligations to the Company arising from such default. Nothing in this section shall oblige the Company to sell to the Underwriters less than all of the Offered Shares or relieve from liability to the Company any Underwriter which shall be so in default.

Underwriters’ Obligations. (1) Subject to the terms of this Agreement, the The Underwriters’ obligations under this Agreement to purchase the Offered Shares shall be several and not joint and several joint, and the liability of each of the Underwriters to purchase the Offered Shares Underwriters’ respective obligations and rights and benefits hereunder shall be limited as to the following percentages of the purchase price paid for the Offered Sharespercentages: BMO Xxxxxxx Xxxxx Cormark Securities Inc. 40.0- 32.5% National Bank Financial Inc. 35.0- 32.5% CIBC World Markets TD Securities Inc. - 10.0% Canaccord Genuity Corp. Desjardins Securities Inc. - 10.0% Xxxxxxx Xxxxx Ltd. - 5.0% Cormark GMP Securities Inc. LP - 5.0% RBC Dominion Securities Inc. Loewen, Ondaatje, XxXxxxxxxx Limited - 5.0% (2) % If any of the Underwriters fails to purchase its applicable percentage of the Offered Shares at the Closing Time or the Option Closing Time, as the case may be, an Underwriter (a “Defaulting Refusing Underwriter”) shall not complete the purchase and the percentage of Offered Shares that have not been purchased by the Defaulting Underwriter represents 10% or less sale of the Offered Underwritten Shares then which such Underwriter has agreed to purchase hereunder for any reason whatsoever, the other Underwriters will (the “Continuing Underwriters”) shall be severallyentitled, and not jointly and severallyat their option, obligated to purchase, on a pro rata basis to their respective percentages as aforesaid, purchase all but not less than all of the Offered Shares not purchased by the Defaulting Underwriter, and to receive the Defaulting Underwriter’s portion of the Underwriting Fee in respect thereof, and such non-defaulting Underwriters shall have the right, by notice to the Company, to postpone the Closing Date or Option Closing Date, as the case may be, by not more than three Business Days to effect such purchase. In the event that the percentage of Offered Shares that have not been purchased by a Defaulting Underwriter represents more than 10% of the aggregate Offered Shares, the other Underwriters will have the right, but will not be obligated, to purchase all of the percentage of the Offered Underwritten Shares which would otherwise have been purchased by the Defaulting Underwriter; the Underwriters exercising such right will purchase such Offered Shares, if applicable, Refusing Underwriter pro rata according to their respective percentages aforesaid the number of Underwritten Shares to have been acquired by the Continuing Underwriters hereunder or in such other proportions proportion as they may otherwise agree. In the event that such right is not exercised, the non-defaulting Continuing Underwriters shall be relieved agree in writing. If the Continuing Underwriters do not elect to purchase the balance of all obligations the Underwritten Shares pursuant to the Company arising from such default. Nothing in this section foregoing: (a) the Continuing Underwriters shall oblige not be obliged to purchase any of the Company Underwritten Shares that any Refusing Underwriter is obligated to purchase; and (b) the Corporation shall not be obliged to sell to the Underwriters less than all of the Offered Shares Underwritten Shares, and the Corporation shall be entitled to terminate its obligations under this Agreement arising from its acceptance of this offer, in which event there shall be no further liability on the part of the Corporation or relieve from liability the Continuing Underwriters, except pursuant to the Company any Underwriter which shall provisions of paragraphs 16 and 17 hereof. Notwithstanding the foregoing, if the aggregate number of Underwritten Shares to be so purchased by the Refusing Underwriter(s) does not exceed 5% of the total number of Underwritten Shares, the Continuing Underwriters will be obligated to purchase the Underwritten Shares on the terms set out in defaultthis Agreement in proportion to their obligations under this Agreement.

Underwriters’ Obligations. (1) Subject to the terms of this Agreement, the The Underwriters’ ' obligations under this Agreement to purchase the Offered Shares shall be several and not joint and several joint, and the liability of each of the Underwriters to purchase the Offered Shares Underwriters' respective obligations and rights and benefits hereunder shall be limited as to the following percentages of percentages: GMP Securities Ltd. - 47.5% Dundee Securities Corporation - 42.5% Toll Cross Securities Inc. - 10% If an Underwriter (a "Refusing Underwriter") shall not complete the purchase price paid for the Offered Shares: BMO Xxxxxxx Xxxxx Inc. 40.0% National Bank Financial Inc. 35.0% CIBC World Markets Inc. 10.0% Canaccord Genuity Corp. 5.0% Cormark Securities Inc. 5.0% RBC Dominion Securities Inc. 5.0% (2) If any of the Underwriters fails to purchase its applicable percentage and sale of the Offered Shares at the Closing Time or the Option Closing Timewhich such Underwriter has agreed to purchase hereunder for any reason whatsoever, as the case may be, (a “Defaulting Underwriter”) and the percentage of Offered Shares that have not been purchased by the Defaulting Underwriter represents 10% or less of the Offered Shares then the other Underwriters will (the "Continuing Underwriters") shall be severallyentitled, and not jointly and severallyat their option, obligated to purchase, on a pro rata basis to their respective percentages as aforesaid, purchase all but not less than all of the Offered Shares not purchased by the Defaulting Underwriter, and to receive the Defaulting Underwriter’s portion of the Underwriting Fee in respect thereof, and such non-defaulting Underwriters shall have the right, by notice to the Company, to postpone the Closing Date or Option Closing Date, as the case may be, by not more than three Business Days to effect such purchase. In the event that the percentage of Offered Shares that have not been purchased by a Defaulting Underwriter represents more than 10% of the aggregate Offered Shares, the other Underwriters will have the right, but will not be obligated, to purchase all of the percentage of the Offered Shares which would otherwise have been purchased by the Defaulting Underwriter; the Underwriters exercising such right will purchase such Offered Shares, if applicable, Refusing Underwriter pro rata according to their respective percentages aforesaid the number of Offered Shares to have been acquired by the Continuing Underwriters hereunder or in such other proportions proportion as they may otherwise agree. In the event that such right is not exercised, the non-defaulting Continuing Underwriters shall be relieved agree in writing. If the Continuing Underwriters do not elect to purchase the balance of all obligations the Offered Shares pursuant to the Company arising from such default. Nothing in this section foregoing: (a) the Continuing Underwriters shall oblige not be obliged to purchase any of the Company Offered Shares that any Refusing Underwriter is obligated to purchase; and (b) the Corporation shall not be obliged to sell to the Underwriters less than all of the Offered Shares Shares, and the Corporation shall be entitled to terminate its obligations under this Agreement arising from its acceptance of this offer, in which event there shall be no further liability on the part of the Corporation or the Continuing Underwriters, except pursuant to the provisions of Sections 9 and 11 hereof. Nothing in this paragraph shall relieve a Refusing Underwriter from liability to the Company any Underwriter which shall be so Corporation in defaultrespect of the purchase of the Offered Shares.

Underwriters’ Obligations. (1) Subject to the terms of this Agreement, the Underwriters’ obligations under this Agreement to purchase the Offered Shares shall be several and not joint and several and the liability of each of the Underwriters to purchase the Offered Shares shall be limited to the following percentages of the purchase price paid for the Offered Shares: Cantor Xxxxxxxxxx Canada Corporation 55.0% Xxxxxxx Securities Inc. 25.0% BMO Xxxxxxx Xxxxx Inc. 40.05.0% National Bank Financial Scotia Capital Inc. 35.05.0% CIBC World Markets TD Securities Inc. 10.05.0% Canaccord Genuity Corp. 5.02.5% Cormark Securities Inc. 5.0% RBC Dominion Securities Inc. 5.0Xxxxxxx Xxxxx Ltd. 2.5% (2) If any of the Underwriters fails to purchase its applicable percentage of the Offered Shares at the Closing Time or the Option Closing Time, as the case may be, (a “Defaulting Underwriter”) and the percentage of Offered Shares that have not been purchased by the Defaulting Underwriter represents 10% or less of the Offered Shares then the other Underwriters will be severally, and not jointly and severally, obligated to purchase, on a pro rata basis to their respective percentages as aforesaid, all but not less than all of the Offered Shares not purchased by the Defaulting Underwriter, and to receive the Defaulting Underwriter’s portion of the Underwriting Fee in respect thereof, and such non-defaulting Underwriters shall have the right, by notice to the Company, to postpone the Closing Date or Option Closing Date, as the case may be, by not more than three Business Days to effect such purchase. In the event that the percentage of Offered Shares that have not been purchased by a Defaulting Underwriter represents more than 10% of the aggregate Offered Shares, the other Underwriters will have the right, but will not be obligated, to purchase all of the percentage of the Offered Shares which would otherwise have been purchased by the Defaulting Underwriter; the Underwriters exercising such right will purchase such Offered Shares, if applicable, pro rata to their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that such right is not exercised, the non-defaulting Underwriters shall be relieved of all obligations to the Company arising from such default. Nothing in this section shall oblige the Company to sell to the Underwriters less than all of the Offered Shares or relieve from liability to the Company any Underwriter which shall be so in default.

Underwriters’ Obligations. (1) Subject to the terms of this Agreement, the Underwriters’ obligations under this Agreement to purchase the Offered Shares shall be several and not joint and several and the liability of each of the Underwriters to purchase the Offered Shares shall be limited to the following percentages of the purchase price paid for the Offered Shares: BMO Xxxxxxx Xxxxx Inc. 40.029.0 % Xxxxxxx Xxxxx Ltd. 29.0 % Macquarie Capital Markets Canada Ltd. 14.5 % Scotia Capital Inc. 10.0 % X.X. Xxxxxxxxxx & Co., LLC 5.0 % National Bank Financial Inc. 35.05.0 % CIBC World Markets Inc. 10.0% Canaccord Genuity Corp. 5.0% Cormark TD Securities Inc. 5.05.0 % RBC Dominion Securities Inc. 5.0PI Financial Corp. 2.5 % 100.0 % (2) If any of the Underwriters fails to purchase its applicable percentage of the Offered Shares at the Closing Time or the Option Closing Time, as the case may be, (a “Defaulting Underwriter”) and the percentage of Offered Shares that have not been purchased by the Defaulting Underwriter represents 10% or less of the Offered Shares then the other Underwriters will be severally, and not jointly and severally, obligated to purchase, on a pro rata basis to their respective percentages as aforesaid, all but not less than all of the Offered Shares not purchased by the Defaulting Underwriter, and to receive the Defaulting Underwriter’s portion of the Underwriting Fee in respect thereof, and such non-defaulting Underwriters shall have the right, by notice to the CompanyCorporation, to postpone the Closing Date or Option Closing Date, as the case may be, by not more than three Business Days to effect such purchase. In the event that the percentage of Offered Shares that have not been purchased by a Defaulting Underwriter represents more than 10% of the aggregate Offered Shares, the other Underwriters will have the right, but will not be obligated, to purchase all of the percentage of the Offered Shares which would otherwise have been purchased by the Defaulting Underwriter; the Underwriters exercising such right will purchase such Offered Shares, if applicable, pro rata to their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that such right is not exercised, the non-defaulting Underwriters shall be relieved of all obligations to the Company Corporation arising from such default. Nothing in this section shall oblige the Company Corporation to sell to the Underwriters less than all of the Offered Shares or relieve from liability to the Company any Underwriter which shall be so in default.

Underwriters’ Obligations. (1) Subject to the terms of this Agreement, the Underwriters’ obligations under this Agreement to purchase the Offered Shares shall be several and not joint, nor joint and several and the liability of each of the Underwriters to purchase the Offered Shares shall be limited to the following percentages of the purchase price paid for the Offered Shares: Xxxxxxx Xxxxx Ltd. 35.0 % Scotia Capital Inc. 25.0 % BMO Xxxxxxx Xxxxx Inc. 40.025.0 % CIBC World Markets Inc. 7.5 % National Bank Financial Inc. 35.07.5 % CIBC World Markets Inc. 10.0% Canaccord Genuity Corp. 5.0% Cormark Securities Inc. 5.0% RBC Dominion Securities Inc. 5.0100.0 % (2) If any one or more of the Underwriters fails to purchase its or their applicable percentage of the Offered Shares at the Closing Time or the Option Additional Closing Time, as the case may be, (each a “Defaulting Underwriter” and collectively, the “Defaulting Underwriters”) and if the percentage aggregate number of Offered Shares that have not been purchased by the Defaulting Underwriter Underwriter(s) represents 107.5% or less of the Offered Shares then the other Underwriters will be severally, and not jointly and severally, obligated to purchase, on a pro rata basis to their respective percentages as aforesaid, all but not less than all of the Offered Shares not purchased by the Defaulting UnderwriterUnderwriter(s), and to receive the Defaulting Underwriter’s Underwriter(s)’ portion of the Underwriting Underwriters’ Fee in respect thereof, and such non-defaulting Underwriters shall have the right, by notice to the CompanyCorporation, to postpone the Closing Date or Option the Additional Closing Date, as the case may be, by not more than three Business Days to effect such purchase. In the event that the percentage aggregate number of Offered Shares that have not been purchased by a the Defaulting Underwriter Underwriter(s) represents more than 107.5% of the aggregate Offered Shares, the other Underwriters will have the right, but will not be obligated, to purchase all of the percentage of the Offered Shares which would otherwise have been purchased by the Defaulting UnderwriterUnderwriter(s); the Underwriters exercising such right will purchase such Offered Shares, if applicable, pro rata to their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that such right is not exercised, the non-defaulting Underwriters shall be relieved of all obligations to the Company Corporation arising from such default. Nothing in this section shall oblige the Company Corporation to sell to the Underwriters less than all of the Offered Shares or relieve from liability to the Company Corporation any Underwriter which shall be so in default.

Underwriters’ Obligations. (1) Subject to the terms of this Agreement, the The Underwriters’ obligations under this Agreement to purchase the Offered Shares shall be several and not joint and several joint, and the liability of each of the Underwriters to purchase the Offered Shares Underwriters’ respective obligations and rights and benefits hereunder shall be limited as to the following percentages of the purchase price paid for the Offered Sharespercentages: BMO Xxxxxxx Xxxxx Inc. 40.0% National Bank Financial Inc. 35.0% CIBC World Markets Inc. 10.0% Canaccord Genuity Corp. 5.0- 65% Cormark PI Financial Corp. - 25% Laurentian Bank Securities Inc. 5.0- 10% RBC Dominion Securities Inc. 5.0% (2) If any an Underwriter does not complete the purchase and sale of the Underwriters fails to purchase its applicable percentage of the Offered Shares aggregate amount of the Units at the Closing Time or the Option Closing Timefor any reason whatsoever, as the case may beincluding by reason of Section 14 hereof, (a “Defaulting Underwriter”) and the percentage of Offered Shares that have not been purchased by the Defaulting Underwriter represents 10% or less of the Offered Shares then the other Underwriters will be severally, and not jointly and severally, obligated to purchase, on a pro rata basis to their respective percentages as aforesaid, all but not less than all of the Offered Shares not purchased by the Defaulting Underwriter, and to receive the Defaulting Underwriter’s portion of the Underwriting Fee in respect thereof, and such non-defaulting Underwriters shall have the right, by notice to the Company, to postpone the Closing Date or Option Closing Date, as the case may be, by not more than three Business Days to effect such purchase. In the event that the percentage of Offered Shares that have not been purchased by a Defaulting Underwriter represents more than 10% of the aggregate Offered Shares, the other Underwriters will have the right, but will shall not be obligated, to purchase all of the percentage of the Offered Shares Units which would otherwise have been purchased by the Defaulting Underwriter; the Underwriters exercising Underwriter which fails to purchase. If, with respect to such right will purchase such Offered Shares, if applicable, pro rata to their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that such right is not exercisedUnits, the non-defaulting Underwriters elect not to exercise such rights to assume the entire obligation of the defaulting Underwriter, then the Corporation shall be relieved have the right to either (i) proceed with the sale of all obligations the Units (less the defaulted Units) to the Company arising non-defaulting Underwriters; or (ii) terminate its obligations hereunder without liability except pursuant to the provisions of Sections 17, 18 and 21 in respect of the non-defaulting Underwriters. Subject to compliance with Canadian Securities Laws, without affecting the firm obligation of the Underwriters to purchase from such default. Nothing the Corporation 10,950,000 Units at the Offering Price in accordance with this section shall oblige Agreement, after the Company Underwriters have made reasonable efforts to sell to the Underwriters less than all of the Offered Shares or relieve Units at the Offering Price, the Offering Price may be decreased by the Underwriters and further changed from liability time to time to an amount not greater than the Offering Price specified herein. Such decrease in the Offering Price will not affect the Underwriters’ Commission to be paid by the Corporation to the Company any Underwriter which shall Underwriters, and it will not decrease the amount of the net proceeds of the Offering to be so in defaultpaid by the Underwriters to the Corporation, before deducting the expenses of the Offering. The Underwriters will inform the Corporation if the Offering Price is decreased.

Underwriters’ Obligations. (1) Subject to the terms of this Agreement, the Underwriters’ obligations under this Agreement to purchase the Offered Shares shall be several and not joint and several and the liability of each of the Underwriters to purchase the Offered Shares shall be limited to the following percentages of the purchase price paid for the Offered Shares: BMO Xxxxxxx Xxxxx Inc. 40.050% Canaccord Genuity Corp. 10% National Bank Financial Inc. 35.010% CIBC World Markets Inc. 10.0PI Financial Corp. 10% Canaccord Genuity Corp. 5.0% Cormark Xxxxxxx Securities Inc. 5.05% RBC Dominion Paradigm Capital Inc. 5% Xxxxxx Xxxxxxxx Canada Inc. 5% TD Securities Inc. 5.05% (2) If any one or more of the Underwriters fails to purchase its or their applicable percentage of the Offered Shares at the Closing Time or at the Option Closing Time, as the case may be, and if the aggregate number of Firm Shares not purchased is: (a “Defaulting Underwriter”a) and less than or equal to 10% of the percentage of Offered Firm Shares that have not been agreed to be purchased by the Defaulting Underwriter represents 10% or less Underwriters pursuant to this Agreement, then each of the Offered Shares then the other Underwriters will shall be severally, and not jointly and severally, obligated to purchasepurchase severally the Firm Shares not taken up, on a pro rata basis or as they may otherwise agree as between themselves; and (b) greater than 10% of the Firm Shares agreed to be purchased by the Underwriters pursuant to this Agreement, then the remaining Underwriters shall not be obligated to purchase such Firm Shares, however, the remaining Underwriters shall have the right, exercisable at their respective percentages option, to purchase on a pro rata basis (or on such other basis as aforesaidmay be agreed to by the remaining Underwriters) all, all but not less than all all, of the Offered Firm Shares not which would otherwise have been purchased by the Defaulting Underwriter, defaulting Underwriter or Underwriters and to receive the Defaulting defaulting Underwriter’s portion of the Underwriting Fee in respect thereof, ; and such the non-defaulting Underwriters shall have the right, by notice to the CompanyCorporation, to postpone the Closing Date or Option Closing Date, as the case may be, by not more than three Business Days to effect such purchase. In the event that the percentage of Offered Shares that have not been purchased by a Defaulting Underwriter represents more than 10% of the aggregate Offered Shares, the other Underwriters will have the right, but will not be obligated, to purchase all of the percentage of the Offered Shares which would otherwise have been purchased by the Defaulting Underwriter; the Underwriters exercising such right will purchase such Offered Shares, if applicable, pro rata to their respective percentages aforesaid or in such other proportions as they may otherwise agree. . (3) In the event that such right in Section 22(2)(b) is not exercised, the non-defaulting Underwriter or Underwriters which are able and willing to purchase shall be relieved of all obligations to the Company arising from such default. Corporation on submission to the Corporation of reasonable evidence of its or their ability and willingness to fulfil its or their obligations hereunder at the Closing Time. (4) Nothing in this section paragraph shall oblige the Company Corporation to sell to any or all of the Underwriters less than all of the Offered Firm Shares or Additional Shares with respect to which the Over-Allotment Option is exercised, as applicable, or relieve from liability to the Company Corporation any Underwriter which shall be so in default.

Underwriters’ Obligations. (1) Subject to the terms of this Agreement, the Underwriters’ obligations under this Agreement ‎Agreement to purchase the Offered Shares shall be several several, and not joint and several ‎several, and the liability of each of the Underwriters to purchase the Offered Shares ‎Shares shall be limited to the following percentages of the purchase price paid for the ‎the Offered Shares: Shares:‎ BMO Xxxxxxx Xxxxx Inc. 40.0% National Bank Financial Inc. 35.0% CIBC World Markets Inc. 10.0% Nxxxxxx Bxxxx Inc.‎ 65%‎ Canaccord Genuity Corp. 5.0% Cormark Securities Inc. 5.0% RBC Dominion Securities Inc. 5.0%Corp.‎ 35%‎ (2) If any of the Underwriters fails to purchase its applicable percentage of the Offered Shares at the Closing Time or the Option Closing Time, as the case may be, (a “Defaulting ‎‎“Defaulting Underwriter”) and the percentage of Offered Shares that have not been ‎been purchased by the Defaulting Underwriter represents 10% or less of the Offered ‎Offered Shares then the other Underwriters will be severally, and not jointly and severally‎severally, obligated to purchase, on a pro rata basis to their respective percentages ‎percentages as aforesaid, all but not less than all of the Offered Shares not purchased ‎purchased by the Defaulting Underwriter, and to receive the Defaulting Underwriter‎Underwriter’s portion of the Underwriting Fee in respect thereof, and such non-defaulting non-‎defaulting Underwriters shall have the right, by notice to the Company, to postpone ‎postpone the Closing Date or Option Closing Date, as the case may be, by not more than three ‎three Business Days to effect such purchase. In the event that the percentage of Offered ‎Offered Shares that have not been purchased by a Defaulting Underwriter represents ‎represents more than 10% of the aggregate Offered Shares, the other Underwriters ‎Underwriters will have the right, but will not be obligated, to purchase all of the percentage ‎percentage of the Offered Shares which would otherwise have been purchased by ‎by the Defaulting Underwriter; the Underwriters exercising such right will purchase such ‎such Offered Shares, if applicable, pro rata to their respective percentages aforesaid ‎aforesaid or in such other proportions as they may otherwise agree. In the event that ‎that such right is not exercised, the non-defaulting Underwriters shall be relieved of ‎of all obligations to the Company arising from such default. Nothing in this section shall ‎shall oblige the Company to sell to the Underwriters less than all of the Offered Shares ‎Shares or relieve from liability to the Company any Underwriter which shall be so in default.‎in default.‎

Underwriters’ Obligations. (1) Subject to the terms of this Agreement, the Underwriters’ obligations under this Agreement to purchase the Offered Shares shall be several and not joint and several and the liability of each of the Underwriters to purchase the Offered Shares shall be limited to the following percentages of the purchase price paid for the Offered Shares: BMO Xxxxxxx Xxxxx Inc. 40.030 % National Bank Financial Inc. 35.0GMP Securities L.P. 30 % CIBC World Markets Inc. 10.0% Canaccord Genuity Corp. 5.0% Cormark Securities Inc. 5.016 % RBC Dominion Securities Inc. 5.014 % Barclays Capital Canada Inc. 5 % PI Financial Corp. 2 % Xxxxxxx Xxxxx Ltd. 2 % Dundee Securities Ltd. 1 % (2) If any of the Underwriters fails to purchase its applicable percentage of the Offered Shares at the Closing Time or the Option Closing Time, as the case may be, (a “Defaulting Underwriter”) and the percentage of Offered Shares that have not been purchased by the Defaulting Underwriter represents 10% or less of the Offered Shares then the other Underwriters will who shall be severallywilling and able to purchase their applicable percentage of the Firm Shares or Additional Shares, and as the case may be, shall have the right, but not jointly and severallythe obligation, obligated to purchase, on a pro rata basis to their respective percentages as aforesaidbasis, all but not less than all of the Offered Shares not purchased by the Defaulting defaulting Underwriter, and to receive the Defaulting defaulting Underwriter’s portion of the Underwriting Fee in respect thereof, and such non-defaulting Underwriters shall have the right, by notice to the CompanyCorporation, to postpone the Closing Date or Option Closing Date, as the case may be, by not more than three Business Days to effect such purchase. In the event that the percentage of Offered Shares that have not been purchased by a Defaulting Underwriter represents more than 10% of the aggregate Offered Shares, the other Underwriters will have the right, but will not be obligated, to purchase all of the percentage of the Offered Shares which would otherwise have been purchased by the Defaulting Underwriter; the Underwriters exercising such right will purchase such Offered Shares, if applicable, pro rata to their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that such right is not exercised, the non-defaulting other Underwriters that are not in default shall be relieved of all obligations to the Company arising from Corporation and the Corporation shall not be obligated to sell less than all the Firm Shares or Additional Shares with respect to which the Over-Allotment Option is exercised, as the case may be, and the Corporation shall be entitled to terminate its obligations under this Agreement except for those under Section 9, Section 10 and Section 17 hereof, provided that in the case of Additional Shares, such defaulttermination shall apply only with respect to such Additional Shares and not to any Firm Shares. Nothing in this section paragraph shall oblige the Company Corporation to sell to any or all of the Underwriters less than all of the Offered Firm Shares or Additional Shares with respect to which the Over-Allotment Option is exercised, as applicable, or relieve from liability to the Company Corporation any Underwriter which shall be so in default.

Underwriters’ Obligations. (1) Subject to the terms of this Agreement, the 8.1 The Underwriters’ ' obligations under this Agreement to purchase the Offered Shares Special Warrants in accordance with this Agreement shall be several and not joint and several and the liability of in that: (a) each of the Underwriters shall severally be obligated to purchase only the Offered Shares shall be limited to the following percentages percentage of the purchase price paid for the Offered Sharessuch aggregate number of Special Warrants set opposite its name as follows: Xxxxxxxxx XxXxxxxx & Partners BMO Xxxxxxx Xxxxx Inc. 40.0% National Bank Financial Inc. 35.0% CIBC World Markets Inc. 10.0% Canaccord Genuity Corp. 5.0% Cormark Capital Corporation Pacific International Securities Inc. 5.0% RBC Dominion Yorkton Securities Inc. 5.0% Salman Partners Inc. XxXxxxxxx Xxxxxx Inc. 30% 30% 24% 5% 5% 5% 1% (2b) If if any of the Underwriters fails for whatever reason defaults in its obligation to take up and pay for its respective percentage of the Special Warrants, the other Underwriter(s) shall have the right, but not the obligation, to purchase on a pro rata basis (or such other basis as they may agree) all such Special Warrants not taken up and paid for by the defaulting Underwriter(s). An Underwriter which stands ready to purchase its percentage as stipulated in (a) above of the aggregate number of Special Warrants to be purchased by the Underwriters under this Agreement will have no liability to the Company if another Underwriter defaults in its obligation to take up and pay for its percentage of such Special Warrants. Nothing in this paragraph obliges the Company to sell under this Agreement less than all the Special Warrants, or will relieve from responsibility to the Company under this Agreement any Underwriter which has defaulted in its obligation to purchase its applicable percentage of the Offered Shares at aggregate number of Special Warrants to be sold hereunder. 8.2 The Underwriters obligation to execute any certificate or deliver any documents pertaining to the Closing Time Preliminary Prospectus or Final Prospectus, and any Supplemental Material, shall be conditional upon compliance by the Option Closing TimeCorporation to the date of such execution and delivery with those representations, warranties and covenants contained in this Agreement to be complied with prior to the filing of the Preliminary Prospectus or Final Prospectus, and any Supplemental Material, as the case may be, (a “Defaulting Underwriter”) and the percentage of Offered Shares that have not been purchased by the Defaulting Underwriter represents 10% or less of the Offered Shares then the other Underwriters will be severally, and not jointly and severally, obligated to purchase, on a pro rata basis to their respective percentages as aforesaid, all but not less than all of the Offered Shares not purchased by the Defaulting Underwriter, and to receive the Defaulting Underwriter’s portion of the Underwriting Fee in respect thereof, and such non-defaulting Underwriters shall have the right, by notice to the Company, to postpone the Closing Date or Option Closing Date, as the case may be, by not more than three Business Days to effect such purchase. In the event that the percentage of Offered Shares that have not been purchased by a Defaulting Underwriter represents more than 10% of the aggregate Offered Shares, the other Underwriters will have the right, but will not be obligated, to purchase all of the percentage of the Offered Shares which would otherwise have been purchased by the Defaulting Underwriter; the Underwriters exercising such right will purchase such Offered Shares, if applicable, pro rata to their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that such right is not exercised, the non-defaulting Underwriters shall be relieved of all obligations to the Company arising from such default. Nothing in this section shall oblige the Company to sell to the Underwriters less than all of the Offered Shares or relieve from liability to the Company any Underwriter which shall be so in default.

Underwriters’ Obligations. (1) Subject to the terms of this Agreement, the Underwriters’ ' obligations under this Agreement to purchase the Offered Shares shall be several and not joint and several and the liability of each of the Underwriters to purchase the Offered Shares shall be limited to the following percentages of the purchase price paid for the Offered Shares: Scotia Capital Inc.(1) 25% BMO Xxxxxxx Xxxxx Inc. 40.012% CIBC World Markets Inc. 12% RBC Dominion Securities Inc. 12% Xxxxxxx Xxxxx Canada Inc. 6% TD Securities Inc. 6% GMP Securities L.P. 4% Macquarie Capital Markets Canada Ltd. 4% National Bank Financial Inc. 35.0% CIBC World Markets Inc. 10.04% Canaccord Genuity Corp. 5.03% Cormark HSBC Securities (Canada) Inc. 5.03% RBC Dominion Xxxxxx Xxxxxxx Canada Ltd. 2% Xxxxxxx Xxxxx Ltd. 2% UBS Securities Canada Inc. 5.02% Credit Suisse Securities (Canada), Inc. 1% Mitsubishi UFJ Securities (USA), Inc. 1% Salman Partners Inc. 1% (1) Sole Bookrunner to receive 5% work fee to be paid out of the Underwriting Fee (2) If any one or more of the Underwriters fails to purchase its or their applicable percentage of the Offered Shares at the Closing Time or at the Option Closing Time, as the case may be, and if the aggregate number of Firm Shares not purchased is: (a “Defaulting Underwriter”a) and less than or equal to 10% of the percentage of Offered Firm Shares that have not been agreed to be purchased by the Defaulting Underwriter represents 10% or less Underwriters pursuant to this Agreement, then each of the Offered Shares then the other Underwriters will shall be severally, and not jointly and severally, obligated to purchasepurchase severally the Firm Shares not taken up, on a pro rata basis or as they may otherwise agree as between themselves; and (b) greater than 10% of the Firm Shares agreed to be purchased by the Underwriters pursuant to this Agreement, then the remaining Underwriters shall not be obligated to purchase such Firm Shares, however, the remaining Underwriters shall have the right, exercisable at their respective percentages option, to purchase on a pro rata basis (or on such other basis as aforesaidmay be agreed to by the remaining Underwriters) all, all but not less than all all, of the Offered Firm Shares not which would otherwise have been purchased by the Defaulting Underwriter, defaulting Underwriter or Underwriters and to receive the Defaulting defaulting Underwriter’s 's portion of the Underwriting Fee in respect thereof, ; and such the non-defaulting Underwriters shall have the right, by notice to the CompanyCorporation, to postpone the Closing Date or Option Closing Date, as the case may be, by not more than three Business Days to effect such purchase. In the event that the percentage of Offered Shares that have not been purchased by a Defaulting Underwriter represents more than 10% of the aggregate Offered Shares, the other Underwriters will have the right, but will not be obligated, to purchase all of the percentage of the Offered Shares which would otherwise have been purchased by the Defaulting Underwriter; the Underwriters exercising such right will purchase such Offered Shares, if applicable, pro rata to their respective percentages aforesaid or in such other proportions as they may otherwise agree. . (3) In the event that such right in Section 22(2)(b) is not exercised, the non-defaulting Underwriter or Underwriters which are able and willing to purchase shall be relieved of all obligations to the Company arising from such default. Corporation on submission to the Corporation of reasonable evidence of its or their ability and willingness to fulfil its or their obligations hereunder at the Closing Time. (4) Nothing in this section paragraph shall oblige the Company Corporation to sell to any or all of the Underwriters less than all of the Offered Firm Shares or Additional Shares with respect to which the Over-Allotment Option is exercised, as applicable, or relieve from liability to the Company Corporation any Underwriter which shall be so in default.

Underwriters’ Obligations. (1) Subject to the terms of this Agreement, the Underwriters’ obligations under this Agreement to purchase the Offered Common Shares shall be several and not joint and several and the liability of each of the Underwriters to purchase the Offered Shares shall be limited to the following percentages of the purchase price paid for the Offered Shares: BMO Xxxxxxx Xxxxx Inc. 40.032.5 % RBC Dominion Securities Inc. 32.5 % CIBC World Markets Inc. 11.0 % Scotia Capital Inc. 11.0 % BNP Paribas (Canada) Securities Inc. 5.0 % TD Securities Inc. 5.0 % National Bank Financial Inc. 35.0% CIBC World Markets Inc. 10.0% Canaccord Genuity Corp. 5.0% Cormark Securities Inc. 5.0% RBC Dominion Securities Inc. 5.03.0 % (2) If any of the Underwriters fails to purchase its applicable percentage of the Offered Shares at the Closing Time or the Option Closing Time, as the case may be, (a “Defaulting Underwriter”) and the percentage of Offered Shares that have not been purchased by the Defaulting Underwriter represents 10% or less of the Offered Shares then the other Underwriters will who shall be severallywilling and able to purchase their applicable percentage of the Firm Shares or Additional Shares, and as the case may be, shall have the right, but not jointly and severallythe obligation, obligated to purchase, on a pro rata basis to their respective percentages as aforesaidbasis, all but not less than all of the Offered Shares not purchased by the Defaulting defaulting Underwriter, and to receive the Defaulting defaulting Underwriter’s portion of the Underwriting Fee in respect thereof, and such non-defaulting Underwriters shall have the right, by notice to the CompanyCorporation, to postpone the Closing Date or Option Closing Date, as the case may be, by not more than three Business Days business days to effect such purchase. In the event that the percentage of Offered Shares that have not been purchased by a Defaulting Underwriter represents more than 10% of the aggregate Offered Shares, the other Underwriters will have the right, but will not be obligated, to purchase all of the percentage of the Offered Shares which would otherwise have been purchased by the Defaulting Underwriter; the Underwriters exercising such right will purchase such Offered Shares, if applicable, pro rata to their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that such right is not exercised, the non-defaulting other Underwriters that are not in default shall be relieved of all obligations to the Company arising from Corporation and the Corporation shall not be obligated to sell less than all the Firm Shares or Additional Shares with respect to which the Over-Allotment Option is exercised, as the case may be, and the Corporation shall be entitled to terminate its obligations under this Agreement except for those under Section 9, Section 10 and Section 16 hereof, provided that in the case of Additional Shares, such defaulttermination shall apply only with respect to such Additional Shares and not to any Firm Shares. Nothing in this section paragraph shall oblige the Company Corporation to sell to any or all of the Underwriters less than all of the Offered Firm Shares or Additional Shares, as applicable, or relieve from liability to the Company Corporation any Underwriter which shall be so in default.

Underwriters’ Obligations. (1) Subject to the terms of this Agreement, the Underwriters’ obligations under this Agreement to purchase the Offered Shares shall be several and not joint and several and the liability of each of the Underwriters to purchase the Offered Shares shall be limited to the following percentages of the purchase price paid for the Offered Shares: BMO Xxxxxxx Xxxxx Inc. 40.0% National Bank PI Financial Inc. 35.0% CIBC World Markets Inc. 10.0Corp. 15.0% Canaccord Genuity Corp. 5.010.0% Cormark Securities Echelon Wealth Partners Inc. 5.0% RBC Dominion Xxxxxxx Securities Inc. 5.0% (2) If any of the Underwriters fails to purchase its applicable percentage of the Offered Shares at the Closing Time or the Option Closing Time, as the case may be, (a “Defaulting Underwriter”) and the percentage of Offered Shares that have not been purchased by the Defaulting Underwriter represents 10% or less of the Offered Shares then the other Underwriters will be severally, and not jointly and severally, obligated to purchase, on a pro rata basis to their respective percentages as aforesaid, all but not less than all of the Offered Shares not purchased by the Defaulting Underwriter, and to receive the Defaulting Underwriter’s portion of the Underwriting Fee in respect thereof, and such non-non- defaulting Underwriters shall have the right, by notice to the Company, to postpone the Closing Date or Option Closing Date, as the case may be, by not more than three Business Days to effect such purchase. In the event that the percentage of Offered Shares that have not been purchased by a Defaulting Underwriter represents more than 10% of the aggregate Offered Shares, the other Underwriters will have the right, but will not be obligated, to purchase all of the percentage of the Offered Shares which would otherwise have been purchased by the Defaulting Underwriter; the Underwriters exercising such right will purchase such Offered Shares, if applicable, pro rata to their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that such right is not exercised, the non-defaulting Underwriters shall be relieved of all obligations to the Company arising from such default. Nothing in this section shall oblige the Company to sell to the Underwriters less than all of the Offered Shares or relieve from liability to the Company any Underwriter which shall be so in default.

Underwriters’ Obligations. (1) Subject to the terms of this Agreement, the The Underwriters’ obligations under this Agreement to purchase the Offered Shares shall be several and not joint and several joint, and the liability of each of the Underwriters to purchase the Offered Shares Underwriters’ respective obligations and rights and benefits hereunder shall be limited as to the following percentages of the purchase price paid for the Offered Sharespercentages: BMO Xxxxxxx Xxxxx Cormark Securities Inc. 40.065% National Bank PI Financial Inc. 35.0% CIBC World Markets Inc. 10.0Corp. 15% Canaccord Genuity Corp. 5.010% Cormark Desjardins Securities Inc. 5.010% RBC Dominion Securities Inc. 5.0% If an Underwriter (2a “Refusing Underwriter”) If any of shall not complete the Underwriters fails to purchase its applicable percentage and sale of the Offered Shares at the Closing Time or the Option Closing TimeSecurities which such Underwriter has agreed to purchase hereunder for any reason whatsoever, as the case may be, (a “Defaulting Underwriter”) and the percentage of Offered Shares that have not been purchased by the Defaulting Underwriter represents 10% or less of the Offered Shares then the other Underwriters will (the “Continuing Underwriters”) shall be severallyentitled, and not jointly and severallyat their option, obligated to purchase, on a pro rata basis to their respective percentages as aforesaid, purchase all but not less than all of the Offered Shares not purchased by the Defaulting Underwriter, and to receive the Defaulting Underwriter’s portion of the Underwriting Fee in respect thereof, and such non-defaulting Underwriters shall have the right, by notice to the Company, to postpone the Closing Date or Option Closing Date, as the case may be, by not more than three Business Days to effect such purchase. In the event that the percentage of Offered Shares that have not been purchased by a Defaulting Underwriter represents more than 10% of the aggregate Offered Shares, the other Underwriters will have the right, but will not be obligated, to purchase all of the percentage of the Offered Shares Securities which would otherwise have been purchased by the Defaulting Underwriter; the Underwriters exercising such right will purchase such Offered Shares, if applicable, Refusing Underwriter pro rata according to their respective percentages aforesaid the number of Offered Securities to have been acquired by the Continuing Underwriters hereunder or in such other proportions proportion as they may otherwise agree. In the event that such right is not exercised, the non-defaulting Continuing Underwriters shall be relieved agree in writing. If the Continuing Underwriters do not elect to purchase the balance of all obligations the Offered Securities pursuant to the Company arising from such default. Nothing in this section foregoing: (a) the Continuing Underwriters shall oblige not be obliged to purchase any of the Company Offered Securities that any Refusing Underwriter is obligated to purchase; and (b) the Corporation shall not be obliged to sell to the Underwriters less than all of the Offered Shares Securities, and the Corporation shall be entitled to terminate its obligations under this Agreement arising from its acceptance of this offer, in which event there shall be no further liability on the part of the Corporation or relieve from liability the Continuing Underwriters, except pursuant to the Company any provisions of Sections 13 and 14. Notwithstanding the foregoing, the Refusing Underwriter which shall not be so in defaultentitled to the benefit of the provisions of Sections 13 and 14 following such termination.

Underwriters’ Obligations. (1) Subject to the terms of this Agreement, the Underwriters’ Underwriters obligations under this Agreement to purchase the Offered Shares Securities shall be several and not joint and several and the liability of each of the Underwriters to purchase the Offered Shares Securities shall be limited to the following percentages of the purchase price paid for the Offered SharesSecurities: RBC Dominion Securities Inc. 35% Scotia Capital Inc. 35% HSBC Securities (Canada) Inc. 9% BMO Xxxxxxx Xxxxx Inc. 40.07% National Bank Financial Inc. 35.07% CIBC World Markets Inc. 10.0% Canaccord Genuity Corp. 5.0% Cormark TD Securities Inc. 5.07% RBC Dominion Securities Inc. 5.0100.0% (2) If any of the Underwriters fails to purchase its applicable percentage of the Offered Shares Securities at the Closing Time or the Option applicable Over-Allotment Closing Time, as the case may be, (a “Defaulting Underwriter”) and the percentage of Offered Shares Securities that have not been purchased by the Defaulting Underwriter represents 10% or less of the Offered Shares Securities then the other Underwriters will be severally, and not jointly and severally, obligated to purchase, on a pro rata basis to their respective percentages as aforesaid, all but not less than all of the Offered Shares Securities not purchased by the Defaulting Underwriter, and to receive the Defaulting Underwriter’s portion of the Underwriting Fee in respect thereof, and such non-non- defaulting Underwriters shall have the right, by notice to the Company, to postpone the Closing Date or Option Over-Allotment Closing Date, as the case may be, by not more than three Business Days to effect such purchase. In the event that the percentage of Offered Shares Securities that have not been purchased by a Defaulting Underwriter represents more than 10% of the aggregate Offered SharesSecurities, the other Underwriters will have the right, but will not be obligated, to purchase all of the percentage of the Offered Shares Securities which would otherwise have been purchased by the Defaulting Underwriter; the Underwriters exercising such right will purchase such Offered SharesSecurities, if applicable, pro rata to their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that such right is not exercised, the non-defaulting Underwriters shall be relieved of all obligations to the Company arising from such default. Nothing in this section shall oblige the Company to sell to the Underwriters less than all of the Offered Shares Securities or relieve from liability to the Company any Underwriter which shall be so in default.

Underwriters’ Obligations. (1) Subject to the terms of this Agreement, the Underwriters’ ' obligations under this Agreement to purchase the Offered Shares shall be several and not joint and several and the liability of each of the Underwriters to purchase the Offered Shares shall be limited to the following percentages of the purchase price paid for the Offered Shares: BMO Canaccord Genuity Corp. 35% CIBC World Markets Inc. 25% Ventum Financial Corp. 12% Xxxxxxx Xxxxx Ltd. 12% Xxxxxx Xxxxxxxx Canada Inc. 40.06% National Bank Financial Inc. 35.05% CIBC World Markets BMO Xxxxxxx Xxxxx Inc. 10.0% Canaccord Genuity Corp. 5.0% Cormark Securities Inc. 5.0% RBC Dominion Securities Inc. 5.05% (2) If any of In the Underwriters fails to purchase its applicable percentage of the Offered Shares event that an Underwriter shall at the Closing Time or the Option Closing Time, as the case may be, fail to purchase its percentage of the Firm Shares or Additional Shares as provided in Section 21(1) (a “Defaulting "Non-Purchasing Underwriter”) "), whether upon the exercise of any termination rights or otherwise, and the percentage of Offered Firm Shares or Additional Shares that have not been purchased by the Defaulting Underwriter one or more Non-Purchasing Underwriters represents 10% or less of the Offered aggregate Firm Shares then or Additional Shares, the other Underwriters will shall be severally, severally and not jointly (or jointly and severally, ) obligated to purchase all of the Firm Shares or Additional Shares, as the case may be, that the Non-Purchasing Underwriter has failed to purchase; the Underwriters shall purchase such Firm Shares or Additional Shares, on a as the case may be, pro rata basis to their respective percentages as aforesaidprovided in Section 21(1) or in such other proportions as they may otherwise agree. In the event that the percentage of Firm Shares or Additional Shares that have not been purchased by one or more Non-Purchasing Underwriters represents in aggregate more than 10% of the aggregate Firm Shares or Additional Shares, all as the case may be, the other Underwriters shall have the right, but shall not less than be obligated, to purchase all of the Offered Firm Shares not or Additional Shares, as the case may be, which would otherwise have been purchased by the Defaulting UnderwriterNon-Purchasing Underwriters and the Underwriters exercising such right shall purchase such Firm Shares or Additional Shares, and as the case may be, pro rata to receive their respective percentages as provided in Section 21(1) or in such other proportions as they may otherwise agree. In the Defaulting Underwriter’s portion of event that the Underwriting Fee in respect thereofcontinuing Underwriters purchase more Offered Shares pursuant to this Section 21(2) than they otherwise would have pursuant to this Agreement, and such non-defaulting the continuing Underwriters shall have the right, by notice to the Company, to postpone the Closing Date Time or the Option Closing DateTime, as the case may be, by for such period not more than three exceeding five Business Days to effect such purchase. In as they shall determine and notify the event Company in order that the percentage of Offered Shares that have not been purchased by a Defaulting Underwriter represents more than 10% of the aggregate Offered Sharesrequired changes, the other Underwriters will have the right, but will not be obligatedif any, to purchase all of the percentage of the Offered Shares which would otherwise have been purchased by the Defaulting Underwriter; the Underwriters exercising such right will purchase such Offered Shares, if applicable, pro rata Offering Document or to their respective percentages aforesaid any other documents or in such other proportions as they arrangements may otherwise agree. In the event that such right is not exercised, the non-defaulting Underwriters shall be relieved of all obligations to the Company arising from such defaulteffected. Nothing in this section Section 21(2) shall oblige the Company to sell to the Underwriters less than all of the Offered Firm Shares or, in the event of the exercise of the Over-Allotment Option in whole or in part, the Additional Shares in respect of which the Over-Allotment Option has been exercised, or relieve from liability to the Company any Underwriter which shall be so in defaultdefault of its obligations under this Agreement. (3) Without affecting the firm obligation of the Underwriters to purchase from the Company the Firm Shares at the Offering Price in accordance with this Agreement (assuming due satisfaction of the terms and conditions contained in this Agreement), after the Underwriters have made reasonable effort to sell all of the Firm Shares at the Offering Price, the price payable by the Purchasers may be decreased by the Underwriters and further changed from time to time to an amount not greater than C$2.60 per Firm Share in compliance with applicable Canadian Securities Laws. In such case, the Underwriting Fee realized by the Underwriters will be decreased by the amount that the aggregate price paid by the Purchasers for the Firm Shares is less than the gross proceeds to be paid by the Underwriters to the Company for the Firm Shares and such reduced price sales will not affect the net proceeds to be received by the Company under the Offering.

Underwriters’ Obligations. (1) Subject to the terms of this Agreement, the The Underwriters’ obligations under this Agreement to purchase the Offered Shares shall be several and not joint and several joint, and the liability of each of the Underwriters to purchase the Offered Shares Underwriters’ respective obligations and rights and benefits hereunder shall be limited as to the following percentages of the purchase price paid for the Offered Sharespercentages: GMP Securities L.P. — 40 % BMO Xxxxxxx Xxxxx Inc. 40.0% National Bank Financial Inc. 35.0% CIBC World Markets Inc. 10.0— 25 % Canaccord Genuity Corp. — 20 % Eight Capital — 8.5 % Beacon Securities Limited — 4.0 % PI Financial Corp. — 2.5 % The Co-Lead Underwriters shall be entitled to receive a step-up fee, which shall be equal to 5.0% Cormark Securities Inc. 5.0of the Underwriting Fee (with such step-up fee split 61.5% RBC Dominion Securities Inc. 5.0% (2) If any to GMP and 38.5% to BMO), and shall be paid to the Co-Lead Underwriters out of the Underwriting Fee paid by the Corporation to the Underwriters at the Closing Time. The remaining 95.0% of the Underwriting Fee shall be distributed among the Underwriters in accordance with percentages set forth above. In the event that one of the Underwriters fails shall terminate this Agreement or fail to purchase its applicable percentage of the Offered aggregate amount of the Purchased Shares (or the Additional Shares, if the Over-Allotment Option is exercised) (the “Defaulted Securities”) at the Closing Time or the Option Closing Time, as the case may be, (a “Defaulting Underwriter”) and the percentage of Offered Shares that have not been purchased by the Defaulting Underwriter represents 10% or less of the Offered Shares then the other Underwriters will be severally, and not jointly and severally, obligated to purchase, on a pro rata basis to their respective percentages as aforesaid, all but not less than all of the Offered Shares not purchased by the Defaulting Underwriter, and to receive the Defaulting Underwriter’s portion of the Underwriting Fee in respect thereof, and such non-defaulting Underwriters shall have the right, by notice but not the obligation, to purchase all but not less than all of the Defaulted Securities upon the terms herein set forth. No action taken pursuant to this Section 19 shall relieve any defaulting Underwriter(s) from liability in respect of its default to the CompanyCorporation or to any non-defaulting Underwriter. In the event of any such default which does not result in a termination of this Agreement, the non-defaulting Underwriters shall have the right to postpone the Closing Date or Option Closing Date, as the case may be, by for a period not more than three Business Days exceeding seven days in order to effect such purchase. In the event that the percentage of Offered Shares that have not been purchased by a Defaulting Underwriter represents more than 10% of the aggregate Offered Shares, the other Underwriters will have the right, but will not be obligated, determine to purchase all of the percentage of the Offered Shares which would otherwise have been purchased by the Defaulting Underwriter; the Underwriters exercising such right will purchase such Offered Shares, if applicable, pro rata to their respective percentages aforesaid or in such other proportions as they may otherwise agreeproceed. In the event that such right to purchase is not exercised, the non-defaulting Underwriters shall be relieved of all obligations to the Company arising from such defaultCorporation. Nothing in this section herein shall oblige the Company Corporation to sell to the Underwriters less than all of the Offered Shares or relieve from liability to Shares. As used herein, the Company term “Underwriter” includes any person substituted for an Underwriter which shall be so in defaultunder this Section 19.

Underwriters’ Obligations. (1) Subject to the terms of this Agreement, the The Underwriters’ ' obligations under this Agreement to purchase the Offered Shares in accordance with this Agreement shall be several and not joint and several and the liability of in that each of the Underwriters shall severally be obligated to purchase only the percentage of the aggregate number of Offered Shares shall be limited to the following percentages of the purchase price paid for the Offered Sharesset opposite its name as follows: RBC Dominion Securities Inc. 42.11% BMO Xxxxxxx Xxxxx Inc. 40.015.79% National Bank Financial Inc. 35.0% CIBC World Markets Inc. 10.0% Canaccord Genuity Corp. 5.0% Cormark TD Securities Inc. 5.015.79% RBC Dominion Xxxxxxx Xxxxx Canada Inc. 10.53% Dundee Securities Corporation 5.26% Xxxxxxx Xxxxx Ltd. 5.26% Sprott Securities Inc. 5.0% 5.26% If an Underwriter (2a "Refusing Underwriter") If any of does not complete the Underwriters fails to purchase its applicable percentage and sale of the Offered Shares at which that Underwriter has agreed to purchase under this Agreement (other than in accordance with Section 9) (the "Defaulted Shares"), RBC DS may delay the Closing Time or the Option Closing Time, as the case may be, (a “Defaulting Underwriter”) Date for not more than five days and the percentage of Offered Shares that have not been purchased by remaining Underwriters (the Defaulting Underwriter represents 10% or less of the Offered Shares then the other Underwriters "Continuing Underwriters") will be severallyentitled, and not jointly and severallyat their option, obligated to purchase, on a pro rata basis to their respective percentages as aforesaid, purchase all but not less than all of the Defaulted Shares pro rata according to the number of Offered Shares not to have been acquired by the Continuing Underwriters under this Agreement or in any proportion agreed upon, in writing, by the Continuing Underwriters. If no such arrangement has been made and the number of Defaulted Shares to be purchased by the Defaulting Underwriter, and to receive the Defaulting Underwriter’s portion of the Underwriting Fee in respect thereof, and such non-defaulting Underwriters shall have the right, by notice to the Company, to postpone the Closing Date or Option Closing Date, as the case may be, by Refusing Underwriter(s) does not more than three Business Days to effect such purchase. In the event that the percentage of Offered Shares that have not been purchased by a Defaulting Underwriter represents more than exceed 10% of the aggregate Offered Shares, the other Continuing Underwriters will have be obligated to purchase the rightDefaulted Shares on the terms set out in this Agreement in proportion to their obligations under this Agreement. If the number of Defaulted Shares to be purchased by Refusing Underwriters exceeds 10% of the Offered Shares, but the Continuing Underwriters will not be obligated, obliged to purchase all of the percentage Defaulted Shares and, if the Continuing Underwriters do not elect to purchase the Defaulted Shares: (a) the Continuing Underwriters will not be obliged to purchase any of the Offered Shares which would otherwise have been purchased by the Defaulting Underwriter; the Underwriters exercising such right will purchase such Offered Shares, if applicable, pro rata to their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that such right is not exercised, the non-defaulting Underwriters shall be relieved of all obligations to ; (b) the Company arising from such default. Nothing in this section shall oblige the Company will not be obliged to sell to the Underwriters less than all of the Offered Shares; and (c) the Company will be entitled to terminate its obligations under this Agreement arising from its acceptance of this offer to purchase the Offered Shares, in which event there will be no further liability on the part of the Company or the Continuing Underwriters, except pursuant to the provisions of Sections 7 and 8. Nothing in this Agreement obliges the Company to sell under this Agreement less than all the Offered Shares or will relieve from liability responsibility to the Company under this Agreement any Underwriter which shall that has defaulted in its obligation to purchase its applicable percentage of the aggregate number of such Offered Shares to be so in defaultsold hereunder.

Underwriters’ Obligations. (1) Subject to the terms of this Agreement, the The Underwriters’ obligations under this Agreement to purchase the Offered Shares shall be several and not joint and several joint, and the liability of each of the Underwriters to purchase the Offered Shares Underwriters’ respective obligations and rights and benefits hereunder shall be limited as to the following percentages of the purchase price paid for the Offered Sharespercentages: BMO Xxxxxxx Xxxxx Inc. 40.0% National Bank Financial Inc. 35.0% CIBC World Markets Inc. 10.0Beacon Securities Limited 65% Canaccord Genuity Corp. 5.025% Cormark Xxxxxxx Securities Inc. 5.010% RBC Dominion Securities Inc. 5.0% If an Underwriter (2a “Refusing Underwriter”) If any of shall not complete the Underwriters fails to purchase its applicable percentage and sale of the Offered Shares at the Closing Time or the Option Closing TimeSecurities which such Underwriter has agreed to purchase hereunder for any reason whatsoever, as the case may be, (a “Defaulting Underwriter”) and the percentage of Offered Shares that have not been purchased by the Defaulting Underwriter represents 10% or less of the Offered Shares then the other Underwriters will (the “Continuing Underwriters”) shall be severallyentitled, and not jointly and severallyat their option, obligated to purchase, on a pro rata basis to their respective percentages as aforesaid, purchase all but not less than all of the Offered Shares not purchased by the Defaulting Underwriter, and to receive the Defaulting Underwriter’s portion of the Underwriting Fee in respect thereof, and such non-defaulting Underwriters shall have the right, by notice to the Company, to postpone the Closing Date or Option Closing Date, as the case may be, by not more than three Business Days to effect such purchase. In the event that the percentage of Offered Shares that have not been purchased by a Defaulting Underwriter represents more than 10% of the aggregate Offered Shares, the other Underwriters will have the right, but will not be obligated, to purchase all of the percentage of the Offered Shares Securities which would otherwise have been purchased by the Defaulting Underwriter; the Underwriters exercising such right will purchase such Offered Shares, if applicable, Refusing Underwriter pro rata according to their respective percentages aforesaid the number of Offered Securities to have been acquired by the Continuing Underwriters hereunder or in such other proportions proportion as they may otherwise agree. In the event that such right is not exercised, the non-defaulting Continuing Underwriters shall be relieved agree in writing. If the Continuing Underwriters do not elect to purchase the balance of all obligations the Offered Securities pursuant to the Company arising from such default. Nothing in this section foregoing: (a) the Continuing Underwriters shall oblige not be obliged to purchase any of the Offered Securities that any Refusing Underwriter is obligated to purchase; (b) the Company shall not be obliged to sell to the Underwriters less than all of the Offered Shares Securities; and (c) the Company shall be entitled to terminate its obligations under this Agreement arising from its acceptance of this offer, in which event there shall be no further liability on the part of the Company or relieve from liability the Continuing Underwriters, except pursuant to the Company any provisions of Sections 13 and 14. Notwithstanding the foregoing, the Refusing Underwriter which shall not be so in defaultentitled to the benefit of the provisions of Sections 13 and 14 following such termination.

Underwriters’ Obligations. (1) Subject to the terms of this Agreement, the Underwriters’ obligations under this Agreement to purchase the Offered Shares shall be several and not joint and several and the liability of each of the Underwriters to purchase the Offered Shares shall be limited to the following percentages of the purchase price paid for the Offered Shares: RBC Dominion Securities Inc. 18.50 % BMO Xxxxxxx Xxxxx Nxxxxxx Bxxxx Inc. 40.018.50 % CIBC World Markets Inc. 11.00 % National Bank Financial Inc. 35.011.00 % CIBC World Markets Scotia Capital Inc. 10.011.00 % TD Securities Inc. 11.00 % Barclays Capital Canada Inc. 4.50 % Canaccord Genuity Corp. 5.04.50 % Mxxxxxx Lxxxx Canada Inc. 2.00 % Cormark Securities Inc. 5.02.00 % RBC Dominion ING Bank N.V. 2.00 % Hxxxxxx Securities Inc. 5.01.00 % Rxxxxxx Jxxxx Ltd. 1.00 % Sxxxxx Xxxxxxxx Canada Inc. 1.00 % Eight Capital 0.50 % Paradigm Capital Inc. 0.50 % TOTAL: 100 % (2) If any of an Underwriter (a “Refusing Underwriter”) shall not complete the Underwriters fails to purchase its applicable percentage and sale of the Offered Shares at which such Underwriter has agreed to purchase hereunder for any reason whatsoever (the Closing Time or the Option Closing Time, as the case may be, (a “Defaulting Underwriter”) and the percentage of Offered Shares that have are not been purchased by being the Defaulting Underwriter represents 10% or less of the Offered Shares then “Defaulted Shares”), the other Underwriters will (the “Continuing Underwriters”) shall be severallyentitled, and not jointly and severallyat their option, obligated to purchase, on a pro rata basis to their respective percentages as aforesaid, purchase all but not less than all of the Offered Shares not purchased by the Defaulting Underwriter, and to receive the Defaulting Underwriter’s portion of the Underwriting Fee in respect thereof, and such non-defaulting Underwriters shall have the right, by notice to the Company, to postpone the Closing Date or Option Closing Date, as the case may be, by not more than three Business Days to effect such purchase. In the event that the percentage of Offered Shares that have not been purchased by a Defaulting Underwriter represents more than 10% of the aggregate Offered Shares, the other Underwriters will have the right, but will not be obligated, to purchase all of the percentage of the Offered Defaulted Shares which would otherwise have been purchased by the Defaulting Underwriter; the Underwriters exercising such right will purchase such Offered Shares, if applicable, Refusing Underwriter pro rata according to their respective percentages aforesaid the number of Offered Shares to have been acquired by the Continuing Underwriters hereunder or in such other proportions proportion as they may otherwise agreethe Continuing Underwriters shall agree in writing. In If the event that such right is Continuing Underwriters do not exercisedelect to purchase the Defaulted Shares pursuant to the foregoing: (a) if the number of Defaulted Shares does not exceed in the aggregate 10% of the number of Offered Shares to be purchased hereunder, the non-defaulting Continuing Underwriters shall be relieved obligated, each severally, and not jointly, nor jointly and severally, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligation of all obligations Continuing Underwriters, or (b) if the number of Defaulted Shares exceeds in the aggregate 10% of the number of Offered Shares to be purchased hereunder, the Continuing Underwriters may, but shall not be obligated to purchase any of the Defaulted Shares and the Company arising from such default. Nothing in this section shall oblige have the Company right to sell to either: (i) proceed with the Underwriters less than all sale of the Offered Shares (less the Defaulted Shares) to the Continuing Underwriters; or relieve from (ii) terminate its obligations hereunder without liability to the Continuing Underwriters, except pursuant to the provisions of Section 9 and Section 16. (3) Without affecting the firm obligation of the Underwriters to purchase from the Company any Underwriter which shall the Firm Shares at the Offering Price in accordance with this Agreement (assuming due satisfaction of the terms and conditions contained in this Agreement), after the Underwriters have made reasonable effort to sell all of the Firm Shares at the Offering Price, the price payable by the Purchasers may be so decreased by the Underwriters and further changed from time to time to an amount not greater than US$9.50 per Firm Share in defaultcompliance with applicable Canadian Securities Laws. In such case, the Underwriting Fee realized by the Underwriters will be decreased by the amount that the aggregate price paid by the Purchasers for the Firm Shares is less than the gross proceeds to be paid by the Underwriters to the Company for the Firm Shares and such reduced price sales will not affect the net proceeds to be received by the Company under the Offering.

Underwriters’ Obligations. (1) Subject to the terms of this Agreement, the Underwriters’ ' obligations under this Agreement to purchase the Offered Shares shall be several and not joint and several and the liability of each of the Underwriters to purchase the Offered Shares shall be limited to the following percentages of the purchase price paid for the Offered Shares: BMO Xxxxxxx Xxxxx Ltd. 35.0% Cormark Securities Inc. 40.010.0% National Bank Financial Inc. 35.010.0% CIBC World Markets PI Financial Corporation 10.0% Xxxxxx Xxxxxxxx Canada Inc. 10.0% Canaccord Genuity Corp. 5.0% Cormark Desjardins Securities Inc. 5.0% RBC Dominion Securities X.X. Xxxxxxxxxx & Co., LLC 5.0% iA Private Wealth Inc. 5.0% Xxxx Canada, ULC 5.0% (2) If any one or more of the Underwriters fails to purchase its or their applicable percentage of the Offered Shares at the Closing Time or at the Option Closing Time, as the case may be, and if the aggregate number of Firm Shares not purchased is: (a “Defaulting Underwriter”a) and less than or equal to 10% of the percentage of Offered Firm Shares that have not been agreed to be purchased by the Defaulting Underwriter represents 10% or less Underwriters pursuant to this Agreement, then each of the Offered Shares then the other Underwriters will shall be severally, and not jointly and severally, obligated to purchasepurchase severally the Firm Shares not taken up, on a pro rata basis or as they may otherwise agree as between themselves; and (b) greater than 10% of the Firm Shares agreed to be purchased by the Underwriters pursuant to this Agreement, then the remaining Underwriters shall not be obligated to purchase such Firm Shares, however, the remaining Underwriters shall have the right, exercisable at their respective percentages option, to purchase on a pro rata basis (or on such other basis as aforesaidmay be agreed to by the remaining Underwriters) all, all but not less than all all, of the Offered Firm Shares not which would otherwise have been purchased by the Defaulting Underwriter, defaulting Underwriter or Underwriters and to receive the Defaulting defaulting Underwriter’s 's portion of the Underwriting Fee in respect thereof, ; and such the non-defaulting Underwriters shall have the right, by notice to the CompanyCorporation, to postpone the Closing Date or Option Closing Date, as the case may be, by not more than three Business Days to effect such purchase. In the event that the percentage of Offered Shares that have not been purchased by a Defaulting Underwriter represents more than 10% of the aggregate Offered Shares, the other Underwriters will have the right, but will not be obligated, to purchase all of the percentage of the Offered Shares which would otherwise have been purchased by the Defaulting Underwriter; the Underwriters exercising such right will purchase such Offered Shares, if applicable, pro rata to their respective percentages aforesaid or in such other proportions as they may otherwise agree. . (3) In the event that such right in Section 22(2)(b) is not exercised, the non-defaulting Underwriter or Underwriters which are able and willing to purchase shall be relieved of all obligations to the Company arising from such default. Corporation on submission to the Corporation of reasonable evidence of its or their ability and willingness to fulfil its or their obligations hereunder at the Closing Time. (4) Nothing in this section paragraph shall oblige the Company Corporation to sell to any or all of the Underwriters less than all of the Offered Firm Shares or Additional Shares with respect to which the Over-Allotment Option is exercised, as applicable, or relieve from liability to the Company Corporation any Underwriter which shall be so in default.

Underwriters’ Obligations. (1) Subject to the terms of this Agreement, the The Underwriters’ ' obligations under this Agreement to purchase the Offered Shares in accordance with this Agreement shall be several and not joint and several and the liability of in that each of the Underwriters shall severally be obligated to purchase only the Offered Shares shall be limited to the following percentages percentage of the purchase price paid for the Offered Sharesaggregate number of Shares set opposite its name as follows: BMO Xxxxxxx Xxxxx TD Securities Inc. 40.042.5% National Bank Financial Scotia Capital Inc. 35.030.0% CIBC World Markets Inc. 10.0% Canaccord Genuity Corp. 5.0% Cormark Securities Inc. 5.012.0% RBC Dominion Securities Inc. 5.0% 12.0% Griffiths McBurney & Partners 3.5% If xx Xxxxxxrxxxx (2x "Refusing Underwriter") If any does not complete the purchase and sale of the Underwriters fails Shares which that Underwriter has agreed to purchase its applicable percentage of under this Agreement (other than in accordance with Section 9) (the Offered Shares at "Defaulted Shares"), TD Securities Inc. may delay the Closing Time or the Option Closing Time, as the case may be, (a “Defaulting Underwriter”) Date for not more than five days and the percentage of Offered Shares that have not been purchased by remaining Underwriters (the Defaulting Underwriter represents 10% or less of the Offered Shares then the other Underwriters "Continuing Underwriters") will be severallyentitled, and not jointly and severallyat their option, obligated to purchase, on a pro rata basis to their respective percentages as aforesaid, purchase all but not less than all of the Offered Defaulted Shares not pro rata according to the number of Shares to have been acquired by the Continuing Underwriters under this Agreement or in any proportion agreed upon, in writing, by the Continuing Underwriters. If no such arrangement has been made and the number of Defaulted Shares to be purchased by the Defaulting Underwriter, and to receive the Defaulting Underwriter’s portion of the Underwriting Fee in respect thereof, and such non-defaulting Underwriters shall have the right, by notice to the Company, to postpone the Closing Date or Option Closing Date, as the case may be, by Refusing Underwriter(s) does not more than three Business Days to effect such purchase. In the event that the percentage of Offered Shares that have not been purchased by a Defaulting Underwriter represents more than exceed 10% of the aggregate Offered Shares, the other Continuing Underwriters will have be obligated to purchase the rightDefaulted Shares on the terms set out in this Agreement in proportion to their obligations under this Agreement. If the number of Defaulted Shares to be purchased by Refusing Underwriters exceeds 10% of the Shares, but the Continuing Underwriters will not be obligated, obliged to purchase all the Defaulted Shares and, if the Continuing Underwriters do not elect to purchase the Defaulted Shares: (a) the Continuing Underwriters will not be obliged to purchase any of the percentage of the Offered Shares which would otherwise have been purchased by the Defaulting Underwriter; the Underwriters exercising such right will purchase such Offered Shares, if applicable, pro rata to their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that such right is not exercised, the non-defaulting Underwriters shall be relieved of all obligations to ; (b) the Company arising from such default. Nothing in this section shall oblige the Company will not be obliged to sell to the Underwriters less than all of the Offered Shares; and (c) the Company will be entitled to terminate its obligations under this Agreement arising from its acceptance of this offer to purchase the Shares, in which event there will be no further liability on the part of the Company or the Continuing Underwriters, except pursuant to the provisions of Sections 7 and 8. Nothing in this Agreement obliges the Company to sell under this Agreement less than all the Shares or will relieve from liability responsibility to the Company under this Agreement any Underwriter which shall that has defaulted in its obligation to purchase its applicable percentage of the aggregate number of such Shares to be so in defaultsold hereunder.

Underwriters’ Obligations. (1) Subject to the terms of this Agreement, the The Underwriters’ obligations under this Agreement Agreement, as it applies to purchase the Offered Shares Units, shall be several and not joint and several joint, and the liability of each of the Underwriters to purchase the Offered Shares Underwriters’ respective obligations and rights and benefits hereunder shall be limited as to the following percentages of the purchase price paid for the Offered Sharespercentages: BMO Xxxxxxx Xxxxx Inc. 40.0- 60.0 % National Bank Financial Xxxxxxx Securities Inc. 35.0- 17.5 % CIBC World Markets Inc. 10.0% Canaccord Genuity Corp. 5.0- 10.0 % Cormark Securities Inc. 5.0- 10.0 % RBC Dominion Securities Paradigm Capital Inc. 5.0% - 2.5 % If an Underwriter (2a “Refusing Underwriter”) If any of shall not complete the Underwriters fails to purchase its applicable percentage and sale of the Offered Shares at the Closing Time or the Option Closing TimeDebentures which such Underwriter has agreed to purchase hereunder for any reason whatsoever, as the case may be, (a “Defaulting Underwriter”) and the percentage of Offered Shares that have not been purchased by the Defaulting Underwriter represents 10% or less of the Offered Shares then the other Underwriters will (the “Continuing Underwriters”) shall be severallyentitled, and not jointly and severallyat their option, obligated to purchase, on a pro rata basis to their respective percentages as aforesaid, purchase all but not less than all of the Offered Shares not purchased by the Defaulting Underwriter, and to receive the Defaulting Underwriter’s portion of the Underwriting Fee in respect thereof, and such non-defaulting Underwriters shall have the right, by notice to the Company, to postpone the Closing Date or Option Closing Date, as the case may be, by not more than three Business Days to effect such purchase. In the event that the percentage of Offered Shares that have not been purchased by a Defaulting Underwriter represents more than 10% of the aggregate Offered Shares, the other Underwriters will have the right, but will not be obligated, to purchase all of the percentage of the Offered Shares Debentures which would otherwise have been purchased by the Defaulting Underwriter; the Underwriters exercising such right will purchase such Offered Shares, if applicable, Refusing Underwriter pro rata according to their respective percentages aforesaid the number of Offered Debentures to have been acquired by the Continuing Underwriters hereunder or in such other proportions proportion as they may otherwise agree. In the event that such right is not exercised, the non-defaulting Continuing Underwriters shall be relieved agree in writing. If the Continuing Underwriters do not elect to purchase the balance of all obligations the Offered Debentures pursuant to the Company arising from such default. Nothing in this section foregoing: (a) the Continuing Underwriters shall oblige not be obliged to purchase any of the Company Offered Debentures that any Refusing Underwriter is obligated to purchase; and (b) the Corporation shall not be obliged to sell to the Underwriters less than all of the Offered Shares Debentures, and the Corporation shall be entitled to terminate its obligations under this Agreement arising from its acceptance of this offer, in which event there shall be no further liability on the part of the Corporation or relieve from liability the Continuing Underwriters, except pursuant to the Company provisions of sections 18, 19 and 20. Nothing in this Agreement shall oblige any Underwriter which shall be U.S. Affiliate to purchase the Offered Debenture. Any U.S. Affiliate who makes any offers of the Offered Debentures in the United States will do so in defaultsolely as an agent for an Underwriter.

Underwriters’ Obligations. (1) Subject to the terms of this Agreement, the The Underwriters’ obligations under this Agreement to purchase the Offered Shares shall be several and not joint and several joint, and the liability of each of the Underwriters to purchase the Offered Shares Underwriters’ respective obligations and rights and benefits hereunder shall be limited as to the following percentages of the purchase price paid for the Offered Shares: BMO (“Relevant Proportions”): Dundee Securities Ltd. 77.5% Xxxxxxx Xxxxx Securities Inc. 40.017.5% National Bank Financial Inc. 35.0% CIBC World Markets Inc. 10.0% Canaccord Genuity Corp. Cantor Xxxxxxxxxx Canada Corporation 5.0% Cormark Securities Inc. 5.0% RBC Dominion Securities Inc. 5.0% (2) If any of the Underwriters fails to purchase its applicable percentage of the Offered Shares at the Closing Time or the Option Closing Time, as the case may be, Underwriter (a “Defaulting Refusing Underwriter”) shall not complete the purchase and the percentage of Offered Shares that have not been purchased by the Defaulting Underwriter represents 10% or less sale of the Offered Shares then Units which such Underwriter has agreed to purchase hereunder for any reason whatsoever, the other Underwriters will (the “Continuing Underwriters”) shall be severallyentitled, and not jointly and severallyat their option, obligated to purchase, on a pro rata basis to their respective percentages as aforesaid, purchase all but not less than all of the Offered Shares not purchased by the Defaulting Underwriter, and to receive the Defaulting Underwriter’s portion of the Underwriting Fee in respect thereof, and such non-defaulting Underwriters shall have the right, by notice to the Company, to postpone the Closing Date or Option Closing Date, as the case may be, by not more than three Business Days to effect such purchase. In the event that the percentage of Offered Shares that have not been purchased by a Defaulting Underwriter represents more than 10% of the aggregate Offered Shares, the other Underwriters will have the right, but will not be obligated, to purchase all of the percentage of the Offered Shares Units which would otherwise have been purchased by such Refusing Underwriter. If the Defaulting Underwriter; Continuing Underwriters do not elect to purchase the Underwriters exercising such right will purchase such Offered Shares, if applicable, pro rata balance of the Units pursuant to their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that such right is not exercised, foregoing: (a) the non-defaulting Continuing Underwriters shall not be relieved obliged to purchase any of all obligations the Units that any Refusing Underwriter is obligated to purchase; and (b) the Company arising from such default. Nothing in this section Corporation shall oblige the Company not be obliged to sell to the Underwriters less than all of the Offered Shares Units, and the Corporation shall be entitled to terminate its obligations under this Agreement arising from its acceptance of this offer, in which event there shall be no further liability on the part of the Corporation or relieve from liability the Continuing Underwriters, except pursuant to the Company provisions of Sections 11, 12 and 13. Nothing in this Agreement shall oblige any Underwriter which U.S. Affiliate to purchase any Units. Notwithstanding the foregoing, the Refusing Underwriters shall not be so in defaultentitled to the benefit of the provisions of Sections 11, 12 and 13 following such termination.

Underwriters’ Obligations. (1) Subject to the terms of this Agreement, the Underwriters’ ' obligations under this Agreement to purchase the Offered Shares Units shall be several and not joint and several and the liability of each of the Underwriters to purchase the Offered Shares Units shall be limited to the following percentages of the purchase price paid for the Offered SharesUnits: Cormark Securities Inc. 55% BMO Xxxxxxx Xxxxx Inc. 40.07.5% National Bank Financial Inc. 35.0% CIBC World Markets Inc. 10.0% Canaccord Genuity Corp. 5.0% Cormark Xxxxxxxxxx Securities Inc. 5.07.5% RBC Dominion Securities Eight Capital 7.5% PI Financial Corp. 7.5% Xxxxxxx Xxxxx Ltd. 7.5% Xxxxxx Xxxxxxxx Canada Inc. 5.07.5% TOTAL: 100% (2) If any one or more of the Underwriters fails to purchase its or their applicable percentage of the Offered Shares Units at the Closing Time or at the Option Closing Time, as the case may be, and if the aggregate number of Firm Units not purchased is: (a “Defaulting Underwriter”a) and less than or equal to 10% of the percentage of Offered Shares that have not been Firm Units agreed to be purchased by the Defaulting Underwriter represents 10% or less Underwriters pursuant to this Agreement, then each of the Offered Shares then the other Underwriters will shall be severally, and not jointly and severally, obligated to purchasepurchase severally the Firm Units not taken up, on a pro rata basis or as they may otherwise agree as between themselves; and (b) greater than 10% of the Firm Units agreed to be purchased by the Underwriters pursuant to this Agreement, then the remaining Underwriters shall not be obligated to purchase such Firm Units, however, the remaining Underwriters shall have the right, exercisable at their respective percentages option, to purchase on a pro rata basis (or on such other basis as aforesaidmay be agreed to by the remaining Underwriters) all, all but not less than all all, of the Offered Shares not Firm Units which would otherwise have been purchased by the Defaulting Underwriter, defaulting Underwriter or Underwriters and to receive the Defaulting defaulting Underwriter’s 's portion of the Underwriting Fee in respect thereof, ; and such the non-defaulting Underwriters shall have the right, by notice to the CompanyCorporation, to postpone the Closing Date or Option Closing Date, as the case may be, by not more than three Business Days to effect such purchase. In the event that the percentage of Offered Shares that have not been purchased by a Defaulting Underwriter represents more than 10% of the aggregate Offered Shares, the other Underwriters will have the right, but will not be obligated, to purchase all of the percentage of the Offered Shares which would otherwise have been purchased by the Defaulting Underwriter; the Underwriters exercising such right will purchase such Offered Shares, if applicable, pro rata to their respective percentages aforesaid or in such other proportions as they may otherwise agree. . (3) In the event that such right in Section 22(2)(b) is not exercised, the non-defaulting Underwriter or Underwriters which are able and willing to purchase shall be relieved of all obligations to the Company arising from Corporation on submission to the Corporation of reasonable evidence of its or their ability and willingness to fulfil its or their obligations hereunder at the Closing Time, and the Corporation shall be relieved of their obligations to such default. Underwriters. (4) Nothing in this section paragraph shall oblige the Company Corporation to sell to any or all of the Underwriters less than all of the Offered Shares Firm Units or Additional Units with respect to which the Over-Allotment Option is exercised, as applicable, or relieve from liability to the Company Corporation any Underwriter which shall be so in default.

Underwriters’ Obligations. (1) Subject to the terms of this Agreement, the The Underwriters’ obligations under this Agreement to purchase the Offered Shares shall be several and not joint and several joint, and the liability of each of the Underwriters to purchase the Offered Shares Underwriters’ respective obligations and rights and benefits hereunder shall be limited as to the following percentages of percentages: Sxxxxx Xxxxxxxx Canada Inc. 40 % Bxxxx Xxxxxx Securities Inc. 40 % Lake Street Capital Markets, LLC 20 % If an Underwriter (a “Refusing Underwriter”) shall not complete the purchase price paid for the Offered Shares: BMO Xxxxxxx Xxxxx Inc. 40.0% National Bank Financial Inc. 35.0% CIBC World Markets Inc. 10.0% Canaccord Genuity Corp. 5.0% Cormark Securities Inc. 5.0% RBC Dominion Securities Inc. 5.0% (2) If any of the Underwriters fails to purchase its applicable percentage and sale of the Offered Shares at the Closing Time or the Option Closing Timewhich such Underwriter has agreed to purchase hereunder for any reason whatsoever, as the case may be, (a “Defaulting Underwriter”) and the percentage of Offered Shares that have not been purchased by the Defaulting Underwriter represents 10% or less of the Offered Shares then the other Underwriters will (the “Continuing Underwriters”) shall be severallyentitled, and not jointly and severallyat their option, obligated to purchase, on a pro rata basis to their respective percentages as aforesaid, purchase all but not less than all of the Offered Shares not purchased by the Defaulting Underwriter, and to receive the Defaulting Underwriter’s portion of the Underwriting Fee in respect thereof, and such non-defaulting Underwriters shall have the right, by notice to the Company, to postpone the Closing Date or Option Closing Date, as the case may be, by not more than three Business Days to effect such purchase. In the event that the percentage of Offered Shares that have not been purchased by a Defaulting Underwriter represents more than 10% of the aggregate Offered Shares, the other Underwriters will have the right, but will not be obligated, to purchase all of the percentage of the Offered Shares which would otherwise have been purchased by the Defaulting Underwriter; the Underwriters exercising such right will purchase such Offered Shares, if applicable, Refusing Underwriter pro rata according to their respective percentages aforesaid the number of Offered Shares to have been acquired by the Continuing Underwriters hereunder or in such other proportions proportion as they may otherwise agree. In the event that such right is not exercised, the non-defaulting Continuing Underwriters shall be relieved agree in writing. If the Continuing Underwriters do not elect to purchase the balance of all obligations the Offered Shares pursuant to the Company arising from such default. Nothing in this section foregoing: (a) the Continuing Underwriters shall oblige not be obliged to purchase any of the Company Offered Shares that any Refusing Underwriter is obligated to purchase; and (b) the Corporation shall not be obliged to sell to the Underwriters less than all of the Offered Shares Shares, and the Corporation shall be entitled to terminate its obligations under this Agreement arising from its acceptance of this offer, in which event there shall be no further liability on the part of the Corporation or relieve from liability the Continuing Underwriters, except pursuant to the Company provisions of Sections 13 and 14. Nothing in this Agreement shall oblige any affiliate of any Underwriter which shall be so in defaultthat is not party to this Agreement to purchase any Offered Shares.

Underwriters’ Obligations. (1) Subject to the terms of this Agreement, the Underwriters’ Underwriters obligations under this Agreement to purchase the Offered Shares Units (or the Over-Allotment Securities if the Over-Allotment Option is exercised) shall be several and not joint and several and the liability of each of the Underwriters to purchase the Offered Shares Units shall be limited to the following percentages of the purchase price paid for the Offered SharesUnits: BMO Xxxxxxx Xxxxx Inc. 40.0% National Bank PI Financial Inc. 35.0% CIBC World Markets Inc. 10.0Corp. 65% Canaccord Genuity Corp. 5.020% Cormark Securities M Partners Inc. 5.015% RBC Dominion Securities Inc. 5.0100% (2) If any of the Underwriters fails to purchase its applicable percentage of the Offered Shares Units at the Closing Time or the Option applicable Over-Allotment Closing Time, as the case may be, (a “Defaulting Underwriter”) and the percentage of Offered Shares Units that have not been purchased by the Defaulting Underwriter represents 10% or less of the Offered Shares Units then the other Underwriters will be severally, and not jointly and severally, obligated to purchase, on a pro rata basis to their respective percentages as aforesaid, all but not less than all of the Offered Shares Units not purchased by the Defaulting Underwriter, and to receive the Defaulting Underwriter’s portion of the Underwriting Fee in respect thereof, and such non-defaulting non- Defaulting Underwriters shall have the right, by notice to the Company, to postpone the Closing Date or Option Over-Allotment Closing Date, as the case may be, by not more than three (3) Business Days to effect such purchase. In the event that the percentage of Offered Shares Units that have not been purchased by a Defaulting Underwriter represents more than 10% of the aggregate Offered SharesUnits, the other Underwriters will have the right, but will not be obligated, to purchase all of the percentage of the Offered Shares Units which would otherwise have been purchased by the Defaulting Underwriter; the Underwriters exercising such right will purchase such Offered SharesUnits, if applicable, pro rata to their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that such right is not exercised, the non-defaulting Underwriters shall be relieved of all obligations to the Company arising from such default. Nothing in this section shall oblige the Company to sell to the Underwriters less than all of the Offered Shares Units or relieve from liability to the Company any Underwriter which shall be so in default.

Underwriters’ Obligations. (1) Subject to the terms of this Agreement, the The Underwriters’ obligations under this Agreement to purchase the Offered Shares shall be several and not joint and several joint, and the liability of each of the Underwriters to purchase the Offered Shares Underwriters’ respective obligations and rights and benefits hereunder shall be limited as to the following percentages of the purchase price paid for the Offered Shares: BMO Xxxxxxx Xxxxx Inc. 40.0% National Bank Financial Inc. 35.0% CIBC World Markets Inc. 10.0% Canaccord Genuity Corp. 5.0% (“Relevant Proportions”): Cormark Securities Inc. 5.060% RBC Dominion Jacob Securities Inc. 5.0% (2) 20% Paradigm Capital Inc. 20% If any of the Underwriters fails to purchase its applicable percentage of the Offered Shares at the Closing Time or the Option Closing Time, as the case may be, Underwriter (a “Defaulting Refusing Underwriter”) shall not complete the purchase and the percentage of Offered Shares that have not been purchased by the Defaulting Underwriter represents 10% or less sale of the Offered Shares then Special Warrants which such Underwriter has agreed to purchase hereunder for any reason whatsoever, the other Underwriters will (the “Continuing Underwriters”) shall be severallyentitled, and not jointly and severallyat their option, obligated to purchase, on a pro rata basis to their respective percentages as aforesaid, purchase all but not less than all of the Offered Shares not purchased by the Defaulting Underwriter, and to receive the Defaulting Underwriter’s portion of the Underwriting Fee in respect thereof, and such non-defaulting Underwriters shall have the right, by notice to the Company, to postpone the Closing Date or Option Closing Date, as the case may be, by not more than three Business Days to effect such purchase. In the event that the percentage of Offered Shares that have not been purchased by a Defaulting Underwriter represents more than 10% of the aggregate Offered Shares, the other Underwriters will have the right, but will not be obligated, to purchase all of the percentage of the Offered Shares Special Warrants which would otherwise have been purchased by such Refusing Underwriter. If the Defaulting Underwriter; Continuing Underwriters do not elect to purchase the Underwriters exercising such right will purchase such Offered Shares, if applicable, pro rata balance of the Special Warrants pursuant to their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that such right is not exercised, foregoing: (a) the non-defaulting Continuing Underwriters shall not be relieved obliged to purchase any of all obligations the Special Warrants that any Refusing Underwriter is obligated to purchase; and (b) the Company arising from such default. Nothing in this section Corporation shall oblige the Company not be obliged to sell to the Underwriters less than all of the Offered Shares Special Warrants, and the Corporation shall be entitled to terminate its obligations under this Agreement arising from its acceptance of this offer, in which event there shall be no further liability on the part of the Corporation or relieve from liability the Continuing Underwriters, except pursuant to the Company provisions of Sections 13, 14 and 15. Nothing in this Agreement shall oblige any Underwriter which U.S. affiliate to purchase any Special Warrants. Notwithstanding the foregoing, the Refusing Underwriters shall not be so in defaultentitled to the benefit of the provisions of Sections 13, 14 and 15 following such termination.

Underwriters’ Obligations. (1) Subject to the terms of this Agreement, the Underwriters’ obligations under this Agreement to purchase the Offered Shares Securities shall be several several, and not neither joint nor joint and several several, and the liability of each of the Underwriters to purchase the Offered Shares Securities shall be limited to the following percentages of the purchase price paid for the Offered SharesSecurities: BMO Xxxxxxx Xxxxx Inc. 40.070% National Bank Financial Leede Xxxxx Xxxxx Inc. 35.020% CIBC World Markets Inc. 10.0% Canaccord Genuity Corp. 5.0% Cormark Securities Inc. 5.0% RBC Dominion Securities Inc. 5.0Xxxx Capital Partners, LLC 10% (2) If any of the Underwriters fails to purchase its applicable percentage of the Offered Shares Securities at the Closing Time or the Option Closing Time, as the case may be, (a “Defaulting Underwriter”) and the percentage of Offered Shares that have not been purchased by the Defaulting Underwriter represents 10% or less of the Offered Shares then the other Underwriters will who shall be severallywilling and able to purchase their applicable percentage of the Offered Securities shall have the right, and but not jointly and severallythe obligation, obligated to purchase, on a pro rata basis to their respective percentages as aforesaidbasis, all but not less than all of the Offered Shares Securities not purchased by the Defaulting defaulting Underwriter, and to receive the Defaulting defaulting Underwriter’s portion of the Underwriting Fee in respect thereof, and such non-defaulting Underwriters shall have the right, by notice to the CompanyCorporation, to postpone the Closing Date or Option Closing Date, as the case may be, by not more than three Business Days to effect such purchase. In the event that the percentage of Offered Shares that have not been purchased by a Defaulting Underwriter represents more than 10% of the aggregate Offered Shares, the other Underwriters will have the right, but will not be obligated, to purchase all of the percentage of the Offered Shares which would otherwise have been purchased by the Defaulting Underwriter; the Underwriters exercising such right will purchase such Offered Shares, if applicable, pro rata to their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that such right is not exercised, the non-defaulting other Underwriters that are not in default shall be relieved of all obligations to the Company arising from Corporation and the Corporation shall not be obligated to sell less than all the Offered Securities, and the Corporation shall be entitled to terminate its obligations under this Agreement except for those under Section 9, Section 10 and Section 17 hereof, provided that in the case of Additional Securities, such defaulttermination shall apply only with respect to such Additional Securities and not to any Firm Units. Nothing in this section paragraph shall oblige the Company Corporation to sell to any or all of the Underwriters less than all of the Offered Shares Securities or relieve from liability to the Company Corporation any Underwriter which shall be so in default.

Underwriters’ Obligations. (1) Subject to the terms of this Agreement, the Underwriters’ obligations under this Agreement to purchase the Offered Shares shall be several and not joint and several and the liability of each of the Underwriters to purchase the Offered Shares shall be limited to the following percentages of the purchase price paid for the Offered Shares: BMO Xxxxxxx Xxxxx Inc. 40.085.0% National Bank Financial Inc. 35.0% CIBC World Macquarie Capital Markets Inc. 10.0% Canaccord Genuity Corp. 5.0% Cormark Securities Inc. 5.0% RBC Dominion Securities Inc. 5.0Canada Ltd. 15.0% (2) If any of the Underwriters fails to purchase its applicable percentage of the Offered Shares at the Closing Time or the Option Closing Time, as the case may be, (a “Defaulting Underwriter”) and the percentage of Offered Shares that have not been purchased by the Defaulting Underwriter represents 10% or less of the Offered Shares then the other Underwriters will who shall be severallywilling and able to purchase their applicable percentage of the Firm Shares or Additional Shares, and as the case may be, shall have the right, but not jointly and severallythe obligation, obligated to purchase, on a pro rata basis to their respective percentages as aforesaidbasis, all but not less than all of the Offered Shares not purchased by the Defaulting defaulting Underwriter, and to receive the Defaulting defaulting Underwriter’s portion of the Underwriting Fee in respect thereof, and such non-defaulting Underwriters shall have the right, by notice to the CompanyCorporation, to postpone the Closing Date or Option Closing Date, as the case may be, by not more than three Business Days to effect such purchase. In the event that the percentage of Offered Shares that have not been purchased by a Defaulting Underwriter represents more than 10% of the aggregate Offered Shares, the other Underwriters will have the right, but will not be obligated, to purchase all of the percentage of the Offered Shares which would otherwise have been purchased by the Defaulting Underwriter; the Underwriters exercising such right will purchase such Offered Shares, if applicable, pro rata to their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that such right is not exercised, the non-defaulting other Underwriters that are not in default shall be relieved of all obligations to the Company arising from Corporation and the Corporation shall not be obligated to sell less than all the Firm Shares or Additional Shares with respect to which the Over-Allotment Option is exercised, as the case may be, and the Corporation shall be entitled to terminate its obligations under this Agreement except for those under Section 9, Section 10 and Section 17 hereof, provided that in the case of Additional Shares, such defaulttermination shall apply only with respect to such Additional Shares and not to any Firm Shares. Nothing in this section paragraph shall oblige the Company Corporation to sell to any or all of the Underwriters less than all of the Offered Firm Shares or Additional Shares with respect to which the Over-Allotment Option is exercised, as applicable, or relieve from liability to the Company Corporation any Underwriter which shall be so in default.

Underwriters’ Obligations. (1) Subject to the terms of this Agreement, the The Underwriters’ obligations under this Agreement to purchase the Offered Shares shall be several and not joint and several joint, and the liability of each of the Underwriters to purchase the Offered Shares Underwriters’ respective obligations and rights and benefits hereunder shall be limited as to the following percentages of the purchase price paid for the Offered Shares: BMO (“Relevant Proportions”): Dundee Securities Ltd. 70% Xxxxxxx Xxxxx Inc. 40.0% National Bank Financial Inc. 35.0% CIBC World Markets Inc. 10.0% Canaccord Genuity Corp. 5.0% Cormark Securities Inc. 5.015% RBC Dominion Securities Inc. 5.0% (2) Cantor Xxxxxxxxxx Canada Corporation 15% If any of the Underwriters fails to purchase its applicable percentage of the Offered Shares at the Closing Time or the Option Closing Time, as the case may be, Underwriter (a “Defaulting Refusing Underwriter”) shall not complete the purchase and sale of the percentage of Initial Offered Shares that have not been purchased by the Defaulting which such Underwriter represents 10% or less of the Offered Shares then has agreed to purchase hereunder for any reason whatsoever, the other Underwriters will (the “Continuing Underwriters”) shall be severallyentitled, and not jointly and severallyat their option, obligated to purchase, on a pro rata basis to their respective percentages as aforesaid, purchase all but not less than all of the Offered Shares not purchased by the Defaulting Underwriter, and to receive the Defaulting Underwriter’s portion of the Underwriting Fee in respect thereof, and such non-defaulting Underwriters shall have the right, by notice to the Company, to postpone the Closing Date or Option Closing Date, as the case may be, by not more than three Business Days to effect such purchase. In the event that the percentage of Offered Shares that have not been purchased by a Defaulting Underwriter represents more than 10% of the aggregate Offered Shares, the other Underwriters will have the right, but will not be obligated, to purchase all of the percentage of the Initial Offered Shares which would otherwise have been purchased by such Refusing Underwriter. If the Defaulting Underwriter; Continuing Underwriters do not elect to purchase the Underwriters exercising such right will purchase such balance of the Initial Offered Shares, if applicable, pro rata Shares pursuant to their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that such right is not exercised, foregoing: (a) the non-defaulting Continuing Underwriters shall not be relieved obliged to purchase any of all obligations the Initial Offered Shares that any Refusing Underwriter is obligated to purchase; and (b) the Company arising from such default. Nothing in this section Corporation shall oblige the Company not be obliged to sell to the Underwriters less than all of the Initial Offered Shares Shares, and the Corporation shall be entitled to terminate its obligations under this Agreement arising from its acceptance of this offer, in which event there shall be no further liability on the part of the Corporation or relieve from liability the Continuing Underwriters, except pursuant to the Company provisions of Sections 16, 17 and 18. Nothing in this Agreement shall oblige any Underwriter which U.S. Affiliate (as defined in Schedule “A” attached hereto) to purchase any Offered Shares. Notwithstanding the foregoing, the Refusing Underwriters shall not be so in defaultentitled to the benefit of the provisions of Sections 16, 17 and 18 following such termination.

Underwriters’ Obligations. (1) Subject to the terms of this Agreement, the Underwriters’ obligations under this Agreement to purchase the Offered Shares shall be several and not joint and several and the liability of each of the Underwriters to purchase the Offered Shares shall be limited to the following percentages of the purchase price paid for the Offered Shares: Rxxxxxx Jxxxx Ltd. 40.0 %* BMO Xxxxxxx Xxxxx Nxxxxxx Bxxxx Inc. 40.022.5 % National Bank Financial Clarus Securities Inc. 35.0% CIBC World Markets Inc. 10.022.5 % Canaccord Genuity Corp. 5.0% Cormark Securities Inc. 5.010.0 % RBC Dominion Securities Inc. 5.0%5.0 % * The Lead Underwriter is entitled to a “step-up fee” equal to 5% of the Underwriting Fee, which is payable by the Company as part of and not in addition to the Underwriting Fee (2) If any of the Underwriters fails to purchase its applicable percentage of the Offered Shares at the Closing Time or the Option Closing Time, as the case may be, (a “Defaulting Underwriter”) and the percentage of Offered Shares that have not been purchased by the Defaulting Underwriter represents 10% or less of the Offered Shares then the other Underwriters will be severally, and not jointly and severally, obligated to purchase, on a pro rata basis to their respective percentages as aforesaid, all but not less than all of the Offered Shares not purchased by the Defaulting Underwriter, and to receive the Defaulting Underwriter’s portion of the Underwriting Fee in respect thereof, and such non-defaulting Underwriters shall have the right, by notice to the Company, to postpone the Closing Date or Option Closing Date, as the case may be, by not more than three Business Days to effect such purchase. In the event that the percentage of Offered Shares that have not been purchased by a Defaulting Underwriter represents more than 10% of the aggregate Offered Shares, the other Underwriters will have the right, but will not be obligated, to purchase all of the percentage of the Offered Shares which would otherwise have been purchased by the Defaulting Underwriter; the Underwriters exercising such right will purchase such Offered Shares, if applicable, pro rata to their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that such right is not exercised, the non-defaulting Underwriters shall be relieved of all obligations to the Company arising from such default. Nothing in this section shall oblige the Company to sell to the Underwriters less than all of the Offered Shares or relieve from liability to the Company any Underwriter which shall be so in default.

Underwriters’ Obligations. (1) Subject to the terms of this Agreement, the Underwriters’ obligations under this Agreement to purchase the Offered Shares shall be several and not joint and several and the liability of each of the Underwriters to purchase the Offered Shares shall be limited to the following percentages of the purchase price paid for the Offered Shares: BMO Xxxxxxx Xxxxx Inc 37.5 % Xxxxxxx Xxxxx Ltd. 37.5 % Scotia Capital Inc. 40.05 % X.X. Xxxxxxxxxx & Co., LLC 4 % Xxxx Capital Partners, LLC 4 % National Bank Financial Inc. 35.0% CIBC World Markets Inc. 10.04 % Canaccord Genuity Corp. 5.04 % Cormark TD Securities Inc. 5.04 % RBC Dominion Securities Inc. 5.0100.0 % (2) If any of the Underwriters fails to purchase its applicable percentage of the Offered Shares at the Closing Time or the Option Closing Time, as the case may be, (a “Defaulting Underwriter”) and the percentage of Offered Shares that have not been purchased by the Defaulting Underwriter represents 10% or less of the Offered Shares then the other Underwriters will be severally, and not jointly and severally, obligated to purchase, on a pro rata basis to their respective percentages as aforesaid, all but not less than all of the Offered Shares not purchased by the Defaulting Underwriter, and to receive the Defaulting Underwriter’s portion of the Underwriting Fee in respect thereof, and such non-defaulting Underwriters shall have the right, by notice to the CompanyCorporation, to postpone the Closing Date or Option Closing Date, as the case may be, by not more than three Business Days to effect such purchase. In the event that the percentage of Offered Shares that have not been purchased by a Defaulting Underwriter represents more than 10% of the aggregate Offered Shares, the other Underwriters will have the right, but will not be obligated, to purchase all of the percentage of the Offered Shares which would otherwise have been purchased by the Defaulting Underwriter; the Underwriters exercising such right will purchase such Offered Shares, if applicable, pro rata to their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that such right is not exercised, the non-defaulting Underwriters shall be relieved of all obligations to the Company Corporation arising from such default. Nothing in this section shall oblige the Company Corporation to sell to the Underwriters less than all of the Offered Shares or relieve from liability to the Company Corporation any Underwriter which shall be so in default.

Underwriters’ Obligations. (1a) Subject to the terms of this Agreement, the The Underwriters’ obligations under this Agreement agreement, including their applicable obligations to purchase the Offered Shares shall be Special Warrants are several and not joint nor joint and several and the liability of in that each of the Underwriters will be obligated to purchase only the Offered Shares shall be limited to the following percentages percentage of the total number of Special Warrants set forth opposite their names in paragraph 16(b). (b) The applicable percentage of the total number of the Special Warrants which each of the Underwriters will be separately obligated to purchase price paid for the Offered Sharesis as follows: BMO Xxxxxxx Xxxxx Inc. 40.0% National Bank Financial Inc. 35.0% CIBC World Markets Inc. 10.0% Canaccord Genuity Corp. 5.070% Cormark Eight Capital Corp. 25% Xxxxxxx Securities Inc. 5.05% RBC Dominion Securities Inc. 5.0Total 100.0% (2c) If any Underwriter (a “Refusing Underwriter”) will not complete the purchase and sale of the Underwriters fails to purchase its applicable percentage of the Offered Shares aggregate amount of the Special Warrants at the Closing Time or the Option Closing Time, as the case may be, (a “Defaulting Underwriter”) and the percentage of Offered Shares that have not been purchased by the Defaulting Underwriter represents 10% or less of the Offered Shares then the other Underwriters will be severally, and not jointly and severally, obligated to purchase, on a pro rata basis to their respective percentages as aforesaid, all but not less than all of the Offered Shares not purchased by the Defaulting Underwriter, and to receive the Defaulting Underwriter’s portion of the Underwriting Fee in respect thereof, and such non-defaulting Underwriters shall have the right, by notice to the Company, to postpone the Closing Date or Option Closing Date, as the case may be, by not more than three Business Days to effect such purchase. In the event that the percentage of Offered Shares that have not been purchased by a Defaulting Underwriter represents more than 10% of the aggregate Offered Sharesfor any reason, the other Underwriters (the “Continuing Underwriters”) will have the right, but will not be obligated, to purchase all all, but not less than all, of the percentage of the Offered Shares Special Warrants which would otherwise have been purchased by the Defaulting Underwriter; the Underwriters exercising such right will purchase such Offered Shares, if applicable, Refusing Underwriter on a pro rata basis according to their respective percentages aforesaid the number of Special Warrants to have been acquired by the Continuing Underwriters hereunder or in on such other proportions basis as they the Continuing Underwriters may otherwise agree. In the event that If, with respect to such right is not exercisedSpecial Warrants, the non-defaulting Underwriters shall be relieved Continuing Underwriter(s) elects not to exercise such rights to assume the entire obligations of all obligations to the Refusing Underwriter, then the Company arising from such defaultwill have the right to terminate its obligations hereunder without liability except in respect of its obligations under paragraphs 1, 2.4, 12 or 13 in respect of the Continuing Underwriter(s) only. Nothing in this section shall paragraph 16 will oblige the Company to sell to the Underwriters less than all of the Offered Shares Special Warrants or will relieve an Underwriter in default hereunder from liability to the Company any Underwriter which shall be so in defaultCompany.

Underwriters’ Obligations. (1) Subject to the terms of this Agreement, the Underwriters’ obligations under this Agreement to purchase the Offered Shares shall be several and not joint and several and the liability of each of the Underwriters to purchase the Offered Shares shall be limited to the following percentages of the purchase price paid for the Offered Shares: Cantor Xxxxxxxxxx Canada Corporation 25.0% TD Securities Inc. 25.0% BMO Xxxxxxx Xxxxx Inc. 40.025.0% National Bank Financial Inc. 35.0Canaccord Genuity Corp. 10.0% CIBC World Markets Inc. 10.0% Canaccord Genuity Corp. 5.0% Cormark Securities Inc. 5.0% RBC Dominion Xxxxxxx Securities Inc. 5.0% (2) If any of the Underwriters fails to purchase its applicable percentage of the Offered Shares at the Closing Time or the Option Closing Time, as the case may be, (a “Defaulting Underwriter”) and the percentage of Offered Shares that have not been purchased by the Defaulting Underwriter represents 10% or less of the Offered Shares then the other Underwriters will be severally, and not jointly and severally, obligated to purchase, on a pro rata basis to their respective percentages as aforesaid, all but not less than all of the Offered Shares not purchased by the Defaulting Underwriter, and to receive the Defaulting Underwriter’s portion of the Underwriting Fee in respect thereof, and such non-defaulting Underwriters shall have the right, by notice to the Company, to postpone the Closing Date or Option Closing Date, as the case may be, by not more than three Business Days to effect such purchase. In the event that the percentage of Offered Shares that have not been purchased by a Defaulting Underwriter represents more than 10% of the aggregate Offered Shares, the other Underwriters will have the right, but will not be obligated, to purchase all of the percentage of the Offered Shares which would otherwise have been purchased by the Defaulting Underwriter; the Underwriters exercising such right will purchase such Offered Shares, if applicable, pro rata to their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that such right is not exercised, the non-defaulting Underwriters shall be relieved of all obligations to the Company arising from such default. Nothing in this section shall oblige the Company to sell to the Underwriters less than all of the Offered Shares or relieve from liability to the Company any Underwriter which shall be so in default.

Underwriters’ Obligations. (1) Subject to the terms of this Agreement, the The Underwriters’ ' obligations under this Agreement to purchase the Offered Shares in accordance with this Agreement shall be several and not joint and several and the liability of in that each of the Underwriters shall severally be obligated to purchase only the Offered Shares shall be limited to the following percentages percentage of the purchase price paid for the Offered Sharesaggregate number of Shares set opposite its name as follows: RBC Dominion Securities Inc. 30% CIBC World Markets Inc. 30% BMO Xxxxxxx Xxxxx Inc. 40.010% National Bank Financial Inc. 35.010% CIBC World Markets Inc. 10.0% Canaccord Genuity Corp. 5.0% Cormark TD Securities Inc. 5.010% RBC Dominion Securities UBS Xxxxxxx Warburg Inc. 5.0% 10% If an Underwriter (2a "Refusing Underwriter") If any does not complete the purchase and sale of the Underwriters fails Shares which that Underwriter has agreed to purchase its applicable percentage of under this Agreement (other than in accordance with Section 9) (the Offered Shares at "Defaulted Shares"), RBC DS may delay the Closing Time or the Option Closing Time, as the case may be, (a “Defaulting Underwriter”) Date for not more than five days and the percentage of Offered Shares that have not been purchased by remaining Underwriters (the Defaulting Underwriter represents 10% or less of the Offered Shares then the other Underwriters "Continuing Underwriters") will be severallyentitled, and not jointly and severallyat their option, obligated to purchase, on a pro rata basis to their respective percentages as aforesaid, purchase all but not less than all of the Offered Defaulted Shares not pro rata according to the number of Shares to have been acquired by the Continuing Underwriters under this Agreement or in any proportion agreed upon, in writing, by the Continuing Underwriters. If no such arrangement has been made and the number of Defaulted Shares to be purchased by the Defaulting Underwriter, and to receive the Defaulting Underwriter’s portion of the Underwriting Fee in respect thereof, and such non-defaulting Underwriters shall have the right, by notice to the Company, to postpone the Closing Date or Option Closing Date, as the case may be, by Refusing Underwriter(s) does not more than three Business Days to effect such purchase. In the event that the percentage of Offered Shares that have not been purchased by a Defaulting Underwriter represents more than exceed 10% of the aggregate Offered Shares, the other Continuing Underwriters will have be obligated to purchase the rightDefaulted Shares on the terms set out in this Agreement in proportion to their obligations under this Agreement. If the number of Defaulted Shares to be purchased by Refusing Underwriters exceeds 10% of the Shares, but the Continuing Underwriters will not be obligated, obliged to purchase all the Defaulted Shares and, if the Continuing Underwriters do not elect to purchase the Defaulted Shares: (a) the Continuing Underwriters will not be obliged to purchase any of the percentage of the Offered Shares which would otherwise have been purchased by the Defaulting Underwriter; the Underwriters exercising such right will purchase such Offered Shares, if applicable, pro rata to their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that such right is not exercised, the non-defaulting Underwriters shall be relieved of all obligations to ; (b) the Company arising from such default. Nothing in this section shall oblige the Company will not be obliged to sell to the Underwriters less than all of the Shares; and (c) the Company will be entitled to terminate its obligations under this Agreement arising from its acceptance of this offer to purchase the Shares, in which event there will be no further liability on the part of the Company or the Continuing Underwriters, except pursuant to the provisions of Sections 7 and 8. Nothing in this Agreement obliges the Company to sell under this Agreement less than all the Offered Shares and any Additional Shares in respect of which the Underwriters have exercised their option under Section 2 hereof, or will relieve from liability responsibility to the Company under this Agreement any Underwriter which shall that has defaulted in its obligation to purchase its applicable percentage of the aggregate number of such Shares to be so in defaultsold hereunder.

Underwriters’ Obligations. (1) Subject to the terms of this Agreement, the Underwriters’ obligations under this Agreement to purchase the Offered Shares shall be several and not joint and several and the liability of each of the Underwriters to purchase the Offered Shares shall be limited to the following percentages of the purchase price paid or to be paid for the Offered Shares: BMO Xxxxxxx Xxxxx Inc. 40.025.0 % TD Securities Inc. 25.0 % Scotia Capital Inc. 14.0 % CIBC World Markets Inc. 11.0 % Xxxxxxx Xxxxx Ltd. 11.0 % HSBC Securities (Canada) Inc. 4.0 % X.X. Xxxxxx Securities Canada Inc. 4.0 % RBC Dominion Securities Inc. 4.0 % National Bank Financial Inc. 35.0% CIBC World Markets Inc. 10.0% Canaccord Genuity Corp. 5.0% Cormark Securities Inc. 5.0% RBC Dominion Securities Inc. 5.02.0 % (2) If any of the Underwriters fails to purchase its applicable percentage of the Offered Shares at the Closing Time or the Option Closing Time, as the case may bebe (for purposes of this Section 22, (a “Defaulting Underwriter”) ), and the percentage of Offered Shares that have not been purchased at such time by the Defaulting Underwriter represents 10% or less of the Offered Shares at such time, then the other Underwriters will be severally, and not jointly and severally, obligated to purchase, on a pro rata basis to their respective percentages as aforesaid, all but not less than all of the Offered Shares not purchased by the Defaulting Underwriter, and to receive the Defaulting Underwriter’s portion of the Underwriting Fee in respect thereof, and such non-defaulting Underwriters shall have the right, by notice to the CompanyCorporation, to postpone the Closing Date or Option Closing Date, as the case may be, by not more than three Business Days to effect such purchase. In the event that the percentage of Offered Shares that have not been purchased by a Defaulting Underwriter represents more than 10% of the aggregate Offered SharesShares at the Closing Time or the Option Closing Time, as the case may be, the other Underwriters will have the right, but will not be obligated, to purchase all of the percentage of the Offered Shares which would otherwise have been purchased by the Defaulting Underwriter; the Underwriters exercising such right will purchase such Offered Shares, if applicable, pro rata to their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that such right is not exercised, the non-defaulting Underwriters shall be relieved of all obligations to the Company Corporation arising from such default. Nothing in this section shall oblige the Company Corporation to sell to the Underwriters less than all of the Offered Shares or relieve from liability to the Company Corporation any Underwriter which shall be so in default.

Underwriters’ Obligations. (1) Subject to the terms of this Agreement, the The Underwriters’ obligations under this Agreement to purchase the Offered Shares shall be several and not joint and several joint, and the liability of each of the Underwriters to purchase the Offered Shares Underwriters’ respective obligations and rights and benefits hereunder shall be limited as to the following percentages of the purchase price paid for the Offered Shares: BMO Xxxxxxx Xxxxx Inc. 40.0% National Bank Financial Inc. 35.0% CIBC World Markets Inc. 10.0% Canaccord Genuity Corp. 5.0% (“Relevant Proportions”): Cormark Securities Inc. 5.060% RBC Dominion Paradigm Capital Inc. 30% Jacob Securities Inc. 5.0% (2) 10% If any of the Underwriters fails to purchase its applicable percentage of the Offered Shares at the Closing Time or the Option Closing Time, as the case may be, Underwriter (a “Defaulting Refusing Underwriter”) shall not complete the purchase and the percentage of Offered Shares that have not been purchased by the Defaulting Underwriter represents 10% or less sale of the Offered Shares then Units which such Underwriter has agreed to purchase hereunder for any reason whatsoever, the other Underwriters will (the “Continuing Underwriters”) shall be severallyentitled, and not jointly and severallyat their option, obligated to purchase, on a pro rata basis to their respective percentages as aforesaid, purchase all but not less than all of the Offered Shares not purchased by the Defaulting Underwriter, and to receive the Defaulting Underwriter’s portion of the Underwriting Fee in respect thereof, and such non-defaulting Underwriters shall have the right, by notice to the Company, to postpone the Closing Date or Option Closing Date, as the case may be, by not more than three Business Days to effect such purchase. In the event that the percentage of Offered Shares that have not been purchased by a Defaulting Underwriter represents more than 10% of the aggregate Offered Shares, the other Underwriters will have the right, but will not be obligated, to purchase all of the percentage of the Offered Shares Units which would otherwise have been purchased by such Refusing Underwriter. If the Defaulting Underwriter; Continuing Underwriters do not elect to purchase the Underwriters exercising such right will purchase such Offered Shares, if applicable, pro rata balance of the Units pursuant to their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that such right is not exercised, foregoing: (a) the non-defaulting Continuing Underwriters shall not be relieved obliged to purchase any of all obligations the Units that any Refusing Underwriter is obligated to purchase; and (b) the Company arising from such default. Nothing in this section Corporation shall oblige the Company not be obliged to sell to the Underwriters less than all of the Offered Shares Units, and the Corporation shall be entitled to terminate its obligations under this Agreement arising from its acceptance of this offer, in which event there shall be no further liability on the part of the Corporation or relieve from liability the Continuing Underwriters, except pursuant to the Company provisions of Sections 11, 12 and 13. Nothing in this Agreement shall oblige any Underwriter which U.S. affiliate to purchase any Units. Notwithstanding the foregoing, the Refusing Underwriters shall not be so in defaultentitled to the benefit of the provisions of Sections 11, 12 and 13 following such termination.

Underwriters’ Obligations. (1) Subject to the terms of this Agreement, the Underwriters’ obligations under this Agreement to purchase the Offered Shares shall be several and not joint and several and the liability of each of the Underwriters to purchase the Offered Shares shall be limited to the following percentages of the purchase price paid for the Offered Shares: BMO Xxxxxxx Xxxxx Inc. 40.0% National Bank Financial Inc. 35.0% CIBC World Markets Inc. 10.0% Canaccord Genuity Corp. 5.0% Cormark Securities Inc. 5.0% RBC Dominion Securities Inc. 5.0Cantor Xxxxxxxxxx Canada Corporation 100% (2) If any of the Underwriters fails to purchase its applicable percentage of the Offered Shares at the Closing Time or the Option Closing Time, as the case may be, (a “Defaulting Underwriter”) and the percentage of Offered Shares that have not been purchased by the Defaulting Underwriter represents 10% or less of the Offered Shares then the other Underwriters will be severally, and not jointly and severally, obligated to purchase, on a pro rata basis to their respective percentages as aforesaid, all but not less than all of the Offered Shares not purchased by the Defaulting Underwriter, and to receive the Defaulting Underwriter’s portion of the Underwriting Fee in respect thereof, and such non-defaulting Underwriters shall have the right, by notice to the Company, to postpone the Closing Date or Option Closing Date, as the case may be, by not more than three Business Days to effect such purchase. In the event that the percentage of Offered Shares that have not been purchased by a Defaulting Underwriter represents more than 10% of the aggregate Offered Shares, the other Underwriters will have the right, but will not be obligated, to purchase all of the percentage of the Offered Shares which would otherwise have been purchased by the Defaulting Underwriter; the Underwriters exercising such right will purchase such Offered Shares, if applicable, pro rata to their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that such right is not exercised, the non-defaulting Underwriters shall be relieved of all obligations to the Company arising from such default. Nothing in this section shall oblige the Company to sell to the Underwriters less than all of the Offered Shares or relieve from liability to the Company any Underwriter which shall be so in default.

Underwriters’ Obligations. (1) Subject to the terms of this Agreement, the Underwriters’ obligations under this Agreement to purchase the Offered Shares shall be several and not joint and several and the liability of each of the Underwriters to purchase the Offered Shares shall be limited to the following percentages of the purchase price paid for the Offered Shares: BMO Xxxxxxx Xxxxx Inc. 40.0% National Bank Financial Inc. 35.0% CIBC World Markets Inc. 10.0% Canaccord Genuity Corp. 5.0% Cormark Securities Inc. 5.075 % RBC Dominion Securities Inc. 5.020 % Macquarie Capital Markets Canada Ltd. 5 % (2) If any of the Underwriters fails to purchase its applicable percentage of the Offered Shares at the Closing Time or the Option Closing Time, as the case may be, (a “Defaulting Underwriter”) and the percentage of Offered Shares that have not been purchased by the Defaulting Underwriter represents 10% or less of the Offered Shares then the other Underwriters will who shall be severallywilling and able to purchase their applicable percentage of the Firm Shares or Additional Shares, and as the case may be, shall have the right, but not jointly and severallythe obligation, obligated to purchase, on a pro rata basis to their respective percentages as aforesaidbasis, all but not less than all of the Offered Shares not purchased by the Defaulting defaulting Underwriter, and to receive the Defaulting defaulting Underwriter’s portion of the Underwriting Fee in respect thereof, and such non-defaulting Underwriters shall have the right, by notice to the CompanyCorporation, to postpone the Closing Date or Option Closing Date, as the case may be, by not more than three Business Days to effect such purchase. In the event that the percentage of Offered Shares that have not been purchased by a Defaulting Underwriter represents more than 10% of the aggregate Offered Shares, the other Underwriters will have the right, but will not be obligated, to purchase all of the percentage of the Offered Shares which would otherwise have been purchased by the Defaulting Underwriter; the Underwriters exercising such right will purchase such Offered Shares, if applicable, pro rata to their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that such right is not exercised, the non-defaulting other Underwriters that are not in default shall be relieved of all obligations to the Company arising from Corporation and the Corporation shall not be obligated to sell less than all the Firm Shares or Additional Shares with respect to which the Over-Allotment Option is exercised, as the case may be, and the Corporation shall be entitled to terminate its obligations under this Agreement except for those under Section 9, Section 10 and Section 17 hereof, provided that in the case of Additional Shares, such defaulttermination shall apply only with respect to such Additional Shares and not to any Firm Shares. Nothing in this section paragraph shall oblige the Company Corporation to sell to any or all of the Underwriters less than all of the Offered Firm Shares or Additional Shares with respect to which the Over-Allotment Option is exercised, as applicable, or relieve from liability to the Company Corporation any Underwriter which shall be so in default.

Underwriters’ Obligations. (1) Subject to the terms of this Agreement, the The Underwriters’ ' obligations under this Agreement to purchase the Offered Shares in accordance with this Agreement shall be several and not joint and several and the liability of in that each of the Underwriters shall severally be obligated to purchase only the percentage of the aggregate number of Offered Shares shall be limited to the following percentages of the purchase price paid for the Offered Sharesset opposite its name as follows: BMO Xxxxxxx Xxxxx Nesbitt Burns Inc. 40.0% National Bank Financial Paradigm Capital Inc. 35.030.0% CIBC World Markets Inc. 10.0Dundee Securities Corporation 15.0% Canaccord Genuity Corp. 5.0% Cormark Securities Inc. Capital Corporation 5.0% RBC Dominion Securities Inc. 5.0% % National Bank Financial Inc. 2.5% Salman Partners Inc. 2.5% If an Underwriter (2a "Refusing Underwriter") If any of does not complete the Underwriters fails to purchase its applicable percentage and sale of the Offered Shares at which that Underwriter has agreed to purchase under this Agreement (other than in accordance with Section 9) (the Closing Time or the Option Closing Time"Defaulted Shares"), as the case BMO Nesbitt Burns Inc. may be, (a “Defaulting Underwriter”) dexxx xxx Cxxxxxg Date for not more than five days and the percentage of Offered Shares that have not been purchased by remaining Underwriters (the Defaulting Underwriter represents 10% or less of the Offered Shares then the other Underwriters "Continuing Underwriters") will be severallyentitled, and not jointly and severallyat their option, obligated to purchase, on a pro rata basis to their respective percentages as aforesaid, purchase all but not less than all of the Defaulted Shares pro rata according to the number of Offered Shares not to have been acquired by the Continuing Underwriters under this Agreement or in any proportion agreed upon, in writing, by the Continuing Underwriters. If no such arrangement has been made and the number of Defaulted Shares to be purchased by the Defaulting Underwriter, and to receive the Defaulting Underwriter’s portion of the Underwriting Fee in respect thereof, and such non-defaulting Underwriters shall have the right, by notice to the Company, to postpone the Closing Date or Option Closing Date, as the case may be, by Refusing Underwriter(s) does not more than three Business Days to effect such purchase. In the event that the percentage of Offered Shares that have not been purchased by a Defaulting Underwriter represents more than exceed 10% of the aggregate Offered Shares, the other Continuing Underwriters will have be obligated to purchase the rightDefaulted Shares on the terms set out in this Agreement in proportion to their obligations under this Agreement. If the number of Defaulted Shares to be purchased by Refusing Underwriters exceeds 10% of the Offered Shares, but the Continuing Underwriters will not be obligated, obliged to purchase all of the percentage Defaulted Shares and, if the Continuing Underwriters do not elect to purchase the Defaulted Shares: (a) the Continuing Underwriters will not be obliged to purchase any of the Offered Shares which would otherwise have been purchased by the Defaulting Underwriter; the Underwriters exercising such right will purchase such Offered Shares, if applicable, pro rata to their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that such right is not exercised, the non-defaulting Underwriters shall be relieved of all obligations to ; (b) the Company arising from such default. Nothing in this section shall oblige the Company will not be obliged to sell to the Underwriters less than all of the Offered Shares; and (c) the Company will be entitled to terminate its obligations under this Agreement arising from its acceptance of this offer to purchase the Offered Shares, in which event there will be no further liability on the part of the Company or the Continuing Underwriters, except pursuant to the provisions of Sections 7 and 8. Nothing in this Agreement obliges the Company to sell under this Agreement less than all the Offered Shares or will relieve from liability responsibility to the Company under this Agreement any Underwriter which shall that has defaulted in its obligation to purchase its applicable percentage of the aggregate number of such Offered Shares to be so in defaultsold hereunder.

Underwriters’ Obligations. (1a) Subject to the terms of this Agreement, the The Underwriters’ obligations under this Agreement to purchase the Offered Shares Units at the Closing Time or the Additional Closing Time, if any, as the case may be, shall be several and not joint and several and the liability of each of the Underwriters to purchase the Offered Shares Underwriters’ respective obligations in this respect shall be limited to in the following percentages of the purchase price paid for the Offered Sharesaggregate principal amount of Trust Units to be purchased at that time: BMO Xxxxxxx Xxxxx CIBC World Markets Inc. 40.012.25% National Bank Financial Inc. 35.0% CIBC World Markets Inc. 10.0% Canaccord Genuity Corp. 5.0% Cormark Securities Inc. 5.012.25% RBC Dominion Securities Inc. 5.012.25% Scotia Capital Inc. 12.25% Canaccord Capital Corporation 6.12% FirstEnergy Capital Corp. 6.12% Xxxxxxx Xxxxx Ltd. 3.06% Xxxxxx & Co. Limited 2.04% Tristone Capital Inc. 2.04% UBS Securities Canada Inc. 2.04% Cormark Securities Inc. 1.02% Dundee Securities Corporation 1.02% (2b) If any of the Underwriters fails to purchase its applicable percentage of the Offered Shares at the Closing Time or the Option Additional Closing Time, if any, as the case may be, (a “Defaulting Underwriter”) and any one or more of the Underwriters fail or refuse to purchase its respective percentage of the Offered Units, the remaining Underwriters shall be obligated severally to purchase such Offered Units which the defaulting Underwriter or Underwriters have failed to purchase, in the proportion that the percentage set forth opposite the name of each of the remaining Underwriters bears to the aggregate of such percentages; provided, however, that in the event that the percentage of the total number of Offered Shares that have not been purchased by the Defaulting Underwriter represents 10% Units which one or less more of the Underwriters has failed to purchase exceeds 6.12% of the total number of Offered Shares then Units which the Underwriters have agreed to purchase, the other Underwriters will be shall have the right, but not the obligation, to purchase severally, and not jointly and severally, obligated to purchase, on a pro rata basis to their respective percentages as aforesaidbetween themselves or in such other proportions as they may agree upon, all all, but not less than all all, of the Offered Shares not purchased by the Defaulting Underwriter, and to receive the Defaulting Underwriter’s portion of the Underwriting Fee in respect thereof, and such non-defaulting Underwriters shall have the right, by notice to the Company, to postpone the Closing Date or Option Closing Date, as the case may be, by not more than three Business Days to effect such purchase. In the event that the percentage of Offered Shares that have not been purchased by a Defaulting Underwriter represents more than 10% of the aggregate Offered Shares, the other Underwriters will have the right, but will not be obligated, to purchase all of the percentage of the Offered Shares Units which would otherwise have been purchased by the Defaulting Underwriter; the Underwriters exercising such right will purchase such Offered Shares, if applicable, pro rata which fail to their respective percentages aforesaid or in such other proportions as they may otherwise agreepurchase. In the event that any such right is not exercised, the case either a non-defaulting Underwriter or the Trust shall have the right to postpone the Closing Time or the Additional Closing Time, if any, as the case may be, for such period, not exceeding five business days, in order that the required changes, if any, in the Prospectuses or in any other documents or arrangements may be effected. If any non-defaulting Underwriter elects not to exercise such right and no other non-defaulting Underwriter elects to exercise such right so as to assume the entire obligations of the defaulting Underwriters and arrangements satisfactory to the Lead Underwriter (on behalf of the Underwriters) and the Trust for the purchase of such Offered Units are not made within 48 hours after such default, then (i) each non-defaulting Underwriter shall be relieved of all obligations entitled, by notice to the Company arising Trust, to terminate, without liability, its obligation to purchase its original percentage of the Offered Units and (ii) the Trust Parties shall have the right to terminate their obligations hereunder without liability on its part except under paragraphs 10, 11 and 12 hereof in respect of non-defaulting Underwriters. Any action taken under this paragraph 16(b) shall not relieve any defaulting Underwriter from liability in respect of any default by such default. Underwriter under this Agreement. (c) Nothing in this section paragraph 16 shall oblige obligate the Company Trust to sell to one or any of the Underwriters less than all of the Offered Shares Units or shall relieve any Underwriter in default from liability to the Company Trust Parties or to any Underwriter which non-defaulting Underwriters in respect of its default hereunder. In the event of a termination by the Trust Parties of their obligations under this Agreement, there shall be so no further liability on the part of the Trust Parties to the Underwriters except in defaultrespect of any liability which may have arisen or may thereafter arise under paragraphs 11, 12 and 13.

Underwriters’ Obligations. (1) Subject to the terms of this Agreement, the Underwriters’ obligations under this Agreement to purchase the Offered Shares shall be several and not joint and several and the liability of each of the Underwriters to purchase the Offered Shares shall be limited to the following percentages of the purchase price paid for the Offered Shares: Scotia Capital Inc. 22.0 % BMO Xxxxxxx Xxxxx Inc. 40.022.0 % Xxxxxxx Xxxxx Ltd. 22.0 % Macquarie Capital Markets Canada Ltd. 8.0 % National Bank Financial Inc. 35.07.0 % CIBC World Markets TD Securities Inc. 10.0% Canaccord Genuity Corp. 5.07.0 % Cormark Securities Inc. 5.04.0 % RBC Dominion Desjardins Securities Inc. 5.04.0 % PI Financial Corp. 4.0 % 100.0 % (2) If any of the Underwriters fails to purchase its applicable percentage of the Offered Shares at the Closing Time or the Option Closing Time, as the case may be, (a “Defaulting Underwriter”) and the percentage of Offered Shares that have not been purchased by the Defaulting Underwriter represents 10% or less of the Offered Shares then the other Underwriters will be severally, and not jointly and severally, obligated to purchase, on a pro rata basis to their respective percentages as aforesaid, all but not less than all of the Offered Shares not purchased by the Defaulting Underwriter, and to receive the Defaulting Underwriter’s portion of the Underwriting Fee in respect thereof, and such non-defaulting Underwriters shall have the right, by notice to the CompanyCorporation, to postpone the Closing Date or Option Closing Date, as the case may be, by not more than three Business Days to effect such purchase. In the event that the percentage of Offered Shares that have not been purchased by a Defaulting Underwriter represents more than 10% of the aggregate Offered Shares, the other Underwriters will have the right, but will not be obligated, to purchase all of the percentage of the Offered Shares which would otherwise have been purchased by the Defaulting Underwriter; the Underwriters exercising such right will purchase such Offered Shares, if applicable, pro rata to their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that such right is not exercised, the non-defaulting Underwriters shall be relieved of all obligations to the Company Corporation arising from such default. Nothing in this section shall oblige the Company Corporation to sell to the Underwriters less than all of the Offered Shares or relieve from liability to the Company Corporation any Underwriter which shall be so in default.

Underwriters’ Obligations. (1) Subject to the terms of this Agreement, the Underwriters’ obligations under this Agreement to purchase the Offered Shares shall be several and not joint and several and the liability of each of the Underwriters to purchase the Offered Shares shall be limited to the following percentages of the purchase price paid for the Offered Shares: BMO Xxxxxxx Xxxxx Inc. 40.0% National Bank Financial Inc. 35.0% CIBC World Markets Inc. 10.032.0 % Canaccord Genuity Corp. 5.032.0 % Eight Capital 10.0 % Xxxxxxx Xxxxx Ltd. 10.0 % TD Securities Inc. 5.0 % Cormark Securities Inc. 5.04.0 % RBC Dominion Xxxxxxx Securities Inc. 5.02.5 % Sprott Capital Partners LP 2.5 % PI Financial Corp. 2.0 % (2) If any of the Underwriters fails to purchase its applicable percentage of the Offered Shares at the Closing Time or the Option Closing Time, as the case may be, (a “Defaulting Underwriter”) and the percentage of Offered Shares that have not been purchased by the Defaulting Underwriter represents 10% or less of the Offered Shares then the other Underwriters will who shall be severallywilling and able to purchase their applicable percentage of the Firm Shares or Additional Shares, and as the case may be, shall have the right, but not jointly and severallythe obligation, obligated to purchase, on a pro rata basis to their respective percentages as aforesaidbasis, all but not less than all of the Offered Shares not purchased by the Defaulting defaulting Underwriter, and to receive the Defaulting defaulting Underwriter’s portion of the Underwriting Fee in respect thereof, and such non-defaulting Underwriters shall have the right, by notice to the CompanyCorporation, to postpone the Closing Date or Option Closing Date, as the case may be, by not more than three Business Days to effect such purchase. In the event that the percentage of Offered Shares that have not been purchased by a Defaulting Underwriter represents more than 10% of the aggregate Offered Shares, the other Underwriters will have the right, but will not be obligated, to purchase all of the percentage of the Offered Shares which would otherwise have been purchased by the Defaulting Underwriter; the Underwriters exercising such right will purchase such Offered Shares, if applicable, pro rata to their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that such right is not exercised, the non-defaulting other Underwriters that are not in default shall be relieved of all obligations to the Company arising from Corporation and the Corporation shall not be obligated to sell less than all the Firm Shares or Additional Shares with respect to which the Over-Allotment Option is exercised, as the case may be, and the Corporation shall be entitled to terminate its obligations under this Agreement except for those under Section 8, Section 9 and Section 16 hereof, provided that in the case of Additional Shares, such defaulttermination shall apply only with respect to such Additional Shares and not to any Firm Shares. Nothing in this section paragraph shall oblige the Company Corporation to sell to any or all of the Underwriters less than all of the Offered Firm Shares or Additional Shares with respect to which the Over-Allotment Option is exercised, as applicable, or relieve from liability to the Company Corporation any Underwriter which shall be so in default.

Underwriters’ Obligations. (1) Subject to the terms of this Agreement, the Underwriters’ obligations under this Agreement to purchase the Offered Shares shall be several and not joint and several and the liability of each of the Underwriters to purchase the Offered Shares shall be limited to the following percentages of the purchase price paid for the Offered Shares: BMO Xxxxxxx Xxxxx Inc. 40.050 % National Bank Financial Inc. 35.0% CIBC World Markets Inc. 10.0% Canaccord Genuity Corp. 5.0% Cormark GMP Securities Inc. 5.0% RBC Dominion Securities Inc. 5.0L.P. 50 % (2) If any of the Underwriters fails to purchase its applicable percentage of the Offered Shares at the Closing Time or the Option Closing Time, as the case may be, (a “Defaulting Underwriter”) and the percentage of Offered Shares that have not been purchased by the Defaulting Underwriter represents 10% or less of the Offered Shares then the other Underwriters will who shall be severallywilling and able to purchase their applicable percentage of the Firm Shares or Additional Shares, and as the case may be, shall have the right, but not jointly and severallythe obligation, obligated to purchase, on a pro rata basis to their respective percentages as aforesaidbasis, all but not less than all of the Offered Shares not purchased by the Defaulting defaulting Underwriter, and to receive the Defaulting defaulting Underwriter’s portion of the Underwriting Fee in respect thereof, and such non-defaulting Underwriters shall have the right, by notice to the CompanyCorporation, to postpone the Closing Date or Option Closing Date, as the case may be, by not more than three Business Days to effect such purchase. In the event that the percentage of Offered Shares that have not been purchased by a Defaulting Underwriter represents more than 10% of the aggregate Offered Shares, the other Underwriters will have the right, but will not be obligated, to purchase all of the percentage of the Offered Shares which would otherwise have been purchased by the Defaulting Underwriter; the Underwriters exercising such right will purchase such Offered Shares, if applicable, pro rata to their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that such right is not exercised, the non-defaulting other Underwriters that are not in default shall be relieved of all obligations to the Company arising from Corporation and the Corporation shall not be obligated to sell less than all the Firm Shares or Additional Shares with respect to which the Over-Allotment Option is exercised, as the case may be, and the Corporation shall be entitled to terminate its obligations under this Agreement except for those under Section 9, Section 10 and Section 17 hereof, provided that in the case of Additional Shares, such defaulttermination shall apply only with respect to such Additional Shares and not to any Firm Shares. Nothing in this section paragraph shall oblige the Company Corporation to sell to any or all of the Underwriters less than all of the Offered Firm Shares or Additional Shares with respect to which the Over-Allotment Option is exercised, as applicable, or relieve from liability to the Company Corporation any Underwriter which shall be so in default.

Underwriters’ Obligations. (1) Subject to the terms of this Agreement, the Underwriters’ obligations under this Agreement to purchase the Offered Shares shall be several and not joint and several and the liability of each of the Underwriters to purchase the Offered Shares shall be limited to the following percentages of the purchase price paid for the Offered Shares: BMO Xxxxxxx Xxxxx Inc. 40.0Canaccord Genuity Corp. 75% National Bank Financial Inc. 35.012.5% CIBC World Markets Paradigm Capital Inc. 10.0% Canaccord Genuity Corp. 5.0% Cormark Securities Inc. 5.0% RBC Dominion Securities Inc. 5.012.5% (2) If any of the Underwriters fails to purchase its applicable percentage of the Offered Shares at the Closing Time or the Option Closing Time, as the case may be, (a “Defaulting Underwriter”) and the percentage of Offered Shares that have not been purchased by the Defaulting Underwriter represents 10% or less of the Offered Shares then the other Underwriters will who shall be severallywilling and able to purchase their applicable percentage of the Firm Shares or Additional Shares, and as the case may be, shall have the right, but not jointly and severallythe obligation, obligated to purchase, on a pro rata basis to their respective percentages as aforesaidbasis, all but not less than all of the Offered Shares not purchased by the Defaulting defaulting Underwriter, and to receive the Defaulting defaulting Underwriter’s portion of the Underwriting Fee in respect thereof, and such non-defaulting Underwriters shall have the right, by notice to the CompanyCorporation, to postpone the Closing Date or Option Closing Date, as the case may be, by not more than three Business Days to effect such purchase. In the event that the percentage of Offered Shares that have not been purchased by a Defaulting Underwriter represents more than 10% of the aggregate Offered Shares, the other Underwriters will have the right, but will not be obligated, to purchase all of the percentage of the Offered Shares which would otherwise have been purchased by the Defaulting Underwriter; the Underwriters exercising such right will purchase such Offered Shares, if applicable, pro rata to their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that such right is not exercised, the non-defaulting other Underwriters that are not in default shall be relieved of all obligations to the Company arising from Corporation and the Corporation shall not be obligated to sell less than all the Firm Shares or Additional Shares with respect to which the Over-Allotment Option is exercised, as the case may be, and the Corporation shall be entitled to terminate its obligations under this Agreement except for those under Section 9, Section 10 and Section 17 hereof, provided that in the case of Additional Shares, such defaulttermination shall apply only with respect to such Additional Shares and not to any Firm Shares. Nothing in this section paragraph shall oblige the Company Corporation to sell to any or all of the Underwriters less than all of the Offered Firm Shares or Additional Shares with respect to which the Over-Allotment Option is exercised, as applicable, or relieve from liability to the Company Corporation any Underwriter which shall be so in default.

Underwriters’ Obligations. (1) Subject to the terms of this Agreement, the The Underwriters’ obligations under this Agreement to purchase the Offered Shares shall be several and not joint and several joint, and the liability of each of the Underwriters to purchase the Offered Shares Underwriters’ respective obligations and rights and benefits hereunder shall be limited as to the following percentages of the purchase price paid for the Offered Sharespercentages: BMO Xxxxxxx Xxxxx Xxxxxx Xxxxxx Partners Canada Inc. 40.0- 20% National Bank Financial Inc. 35.0% CIBC World Markets Inc. 10.0% Canaccord Genuity Corp. 5.0% Cormark Securities Inc. 5.0% RBC Dominion Securities Inc. 5.0% (2) If any of the Underwriters fails to purchase its applicable percentage of the Offered Shares at the Closing Time or the Option Closing Time, as the case may be, an Underwriter (a “Defaulting Refusing Underwriter”) shall not complete the purchase and the percentage of Offered Shares that have not been purchased by the Defaulting Underwriter represents 10% or less sale of the Offered Units which such Underwriter has agreed to purchase hereunder for any reason whatsoever or to complete the sale as agent of the Flow-Through Shares then to the public, the other Underwriters will (the “Continuing Underwriters”) shall be severallyentitled, and not jointly and severallyat their option, obligated to purchase, on a pro rata basis to their respective percentages as aforesaid, purchase all but not less than all of the Offered Shares not purchased by the Defaulting Underwriter, and to receive the Defaulting Underwriter’s portion of the Underwriting Fee in respect thereof, and such non-defaulting Underwriters shall have the right, by notice to the Company, to postpone the Closing Date or Option Closing Date, as the case may be, by not more than three Business Days to effect such purchase. In the event that the percentage of Offered Shares that have not been purchased by a Defaulting Underwriter represents more than 10% of the aggregate Offered Shares, the other Underwriters will have the right, but will not be obligated, to purchase all of the percentage of the Offered Shares Units which would otherwise have been purchased by the Defaulting Underwriter; the Underwriters exercising such right will purchase such Offered Shares, if applicable, Refusing Underwriter pro rata according to their respective percentages aforesaid the number of Units to have been acquired by the Continuing Underwriters hereunder or in such other proportions proportion as they may otherwise agree. In the event that such right is not exercised, the non-defaulting Continuing Underwriters shall be relieved of all obligations agree in writing and to offer the Flow-Through Shares as agent to the Company arising from such defaultpublic. Nothing in this section If the Continuing Underwriters do not elect to purchase the balance of the Units or to offer the Flow-Through Shares as agent to the public pursuant to the foregoing: (a) the Continuing Underwriters shall oblige not be obliged to purchase any of the Company Units that any Refusing Underwriter is obligated to purchase or to offer to sell as agent any Flow-Through Shares which the Refusing Underwriter agreed to sell as agent; and (b) the Underwriters Corporation shall not be obliged to sell less than all of the Offered Shares Units and all of the Flow-Through Shares, and the Corporation shall be entitled to terminate its obligations under this Agreement arising from its acceptance of this offer, in which event there shall be no further liability on the part of the Corporation or relieve from liability the Continuing Underwriters, except pursuant to the Company provisions of sections 18, 19 and 20. Nothing in this Agreement shall oblige any Underwriter which shall be U.S. broker-dealer affiliate of any of the Underwriters to purchase the Units or act as agent with respect to the offering of the Flow-Through Shares. Any U.S. broker dealer affiliate who makes any offers of the Offered Securities in the United States or to U.S. Persons will do so in defaultsolely as an agent for an Underwriter.

Underwriters’ Obligations. (1) Subject to the terms of this Agreement, the The Underwriters’ obligations under this Agreement to purchase the Offered Shares shall be several and not joint and several joint, and the liability of each of the Underwriters to purchase the Offered Shares Underwriters’ respective obligations and rights and benefits hereunder shall be limited as to the following percentages of the purchase price paid for the Offered Sharespercentages: BMO Xxxxxxx Xxxxx Inc. 40.0PI Financial Corp. 45% National Bank Financial Inc. 35.0% CIBC World Markets Inc. 10.0Eight Capital 30% Canaccord Genuity Corp. 5.020% Cormark Securities Echelon Wealth Partners Inc. 5.05% RBC Dominion Securities Inc. 5.0% If an Underwriter (2a “Refusing Underwriter”) If any of shall not complete the Underwriters fails to purchase its applicable percentage and sale of the Offered Shares at the Closing Time or the Option Closing TimeSecurities which such Underwriter has agreed to purchase hereunder for any reason whatsoever, as the case may be, (a “Defaulting Underwriter”) and the percentage of Offered Shares that have not been purchased by the Defaulting Underwriter represents 10% or less of the Offered Shares then the other Underwriters will (the “Continuing Underwriters”) shall be severallyentitled, and not jointly and severallyat their option, obligated to purchase, on a pro rata basis to their respective percentages as aforesaid, purchase all but not less than all of the Offered Shares not purchased by the Defaulting Underwriter, and to receive the Defaulting Underwriter’s portion of the Underwriting Fee in respect thereof, and such non-defaulting Underwriters shall have the right, by notice to the Company, to postpone the Closing Date or Option Closing Date, as the case may be, by not more than three Business Days to effect such purchase. In the event that the percentage of Offered Shares that have not been purchased by a Defaulting Underwriter represents more than 10% of the aggregate Offered Shares, the other Underwriters will have the right, but will not be obligated, to purchase all of the percentage of the Offered Shares Securities which would otherwise have been purchased by the Defaulting Underwriter; the Underwriters exercising such right will purchase such Offered Shares, if applicable, Refusing Underwriter pro rata according to their respective percentages aforesaid the number of Offered Securities to have been acquired by the Continuing Underwriters hereunder or in such other proportions proportion as they may otherwise agree. In the event that such right is not exercised, the non-defaulting Continuing Underwriters shall be relieved agree in writing. If the Continuing Underwriters do not elect to purchase the balance of all obligations the Offered Securities pursuant to the Company arising from such default. Nothing in this section foregoing: (a) the Continuing Underwriters shall oblige not be obliged to purchase any of the Offered Securities that any Refusing Underwriter is obligated to purchase; (b) the Company shall not be obliged to sell to the Underwriters less than all of the Offered Shares Securities; and (c) the Company shall be entitled to terminate its obligations under this Agreement arising from its acceptance of this offer, in which event there shall be no further liability on the part of the Company or relieve from liability the Continuing Underwriters, except pursuant to the Company any provisions of Sections 13 and 14. Notwithstanding the foregoing, the Refusing Underwriter which shall not be so in defaultentitled to the benefit of the provisions of Sections 13 and 14 following such termination.

Underwriters’ Obligations. (1) Subject to the terms of this Agreement, the Underwriters’ obligations under this Agreement to purchase the Offered Shares shall be several and not joint and several and the liability of each of the Underwriters to purchase the Offered Shares shall be limited to the following percentages of the purchase price paid for the Offered Shares: BMO Xxxxxxx Xxxxx Capital Markets 31.70% J.X. Xxxxxx Securities Canada Inc. 40.015.80% Mizuho Securities Canada Inc. 5.25% National Bank Financial Inc. 35.05.25% RBC Dominion Securities Inc. 5.25% Scotia Capital Inc. 5.25% Mxxxxxx Lxxxx Canada Inc. 4.20% BTIG, LLC 4.20% CIBC World Markets Inc. 10.04.20% Canaccord Genuity Corp. 5.0Gxxxxxx Sxxxx Canada Inc. 4.20% Cormark Rxxxxxx Jxxxx Ltd. 4.20% TD Securities Inc. 5.04.20% RBC Dominion Wxxxx Fargo Securities Canada, Ltd. 4.20% Sxxxxx Xxxxxxxx Canada Inc. 5.02.10% (2) If any of In the Underwriters fails to purchase its applicable percentage of the Offered Shares event that an Underwriter shall at the Closing Time or the Option Closing Time, as the case may be, fail to purchase its percentage of the Firm Shares or Additional Shares as provided in Section 21(1) (a “Defaulting Non-Purchasing Underwriter”) ), whether upon the exercise of any termination rights or otherwise, and the percentage of Offered Firm Shares or Additional Shares that have not been purchased by the Defaulting Underwriter one or more Non-Purchasing Underwriters represents 10% or less of the Offered aggregate Firm Shares then or Additional Shares, the other Underwriters will shall be severally, severally and not jointly (or jointly and severally, ) obligated to purchase, on a pro rata basis to their respective percentages as aforesaid, all but not less than purchase all of the Offered Firm Shares not purchased by the Defaulting Underwriter, and to receive the Defaulting Underwriter’s portion of the Underwriting Fee in respect thereof, and such non-defaulting Underwriters shall have the right, by notice to the Company, to postpone the Closing Date or Option Closing DateAdditional Shares, as the case may be, by not more than three Business Days to effect such purchase. In the event that the percentage of Offered Shares that have not been purchased by a Defaulting Non-Purchasing Underwriter represents more than 10% of the aggregate Offered Shares, the other Underwriters will have the right, but will not be obligated, has failed to purchase all of the percentage of the Offered Shares which would otherwise have been purchased by the Defaulting Underwriterpurchase; the Underwriters exercising such right will shall purchase such Offered Firm Shares or Additional Shares, if applicableas the case may be, pro rata to their respective percentages aforesaid as provided in Section 21(1) or in such other proportions as they may otherwise agree. In the event that the percentage of Firm Shares or Additional Shares that have not been purchased by one or more Non-Purchasing Underwriters represents in aggregate more than 10% of the aggregate Firm Shares or Additional Shares, as the case may be, the other Underwriters shall have the right, but shall not be obligated, to purchase all of the Firm Shares or Additional Shares, as the case may be, which would otherwise have been purchased by the Non-Purchasing Underwriters and the Underwriters exercising such right is not exercisedshall purchase such Firm Shares or Additional Shares, as the non-defaulting Underwriters shall be relieved of all obligations case may be, pro rata to the Company arising from their respective percentages as provided in Section 21(1) or in such defaultother proportions as they may otherwise agree. Nothing in this section Section 21(2) shall oblige the Company Corporation to sell to the Underwriters less than all of the Offered Firm Shares or, in the event of the exercise of the Over-Allotment Option in whole or in part, the Additional Shares in respect of which the Over-Allotment Option has been exercised, or relieve from liability to the Company Corporation any Underwriter which shall be so in defaultdefault of its obligations under this Agreement. Nothing in this Section 21 shall oblige the Corporation to sell to any or all of the Underwriters less than all of the aggregate amount of Firm Shares or shall relieve any of the Underwriters in default hereunder from liability to the Corporation. After the Underwriters have made reasonable efforts to sell all the Firm Shares at the Offering Price, the Underwriters may sell the Offered Shares to the public at prices below the Offering Price.

Underwriters’ Obligations. (1) Subject to the terms of this Agreement, the Underwriters’ ' obligations under this Agreement to purchase the Offered Shares shall be several and not joint and several and the liability of each of the Underwriters to purchase the Offered Shares shall be limited to the following percentages of the purchase price paid for the Offered Shares: BMO Xxxxxxx Xxxxx Ltd. 40% Cormark Securities Inc. 40.012% National Bank Financial Inc. 35.012% CIBC World Markets PI Financial Corp. 12% Xxxx Capital Partners, LLC 12% Xxxxxx Xxxxxxxx Canada Inc. 10.0% Canaccord Genuity Corp. 5.0% Cormark Securities Inc. 5.0% RBC Dominion Securities Inc. 5.012% (2) If any one or more of the Underwriters fails to purchase its or their applicable percentage of the Offered Shares at the Closing Time or at the Option Closing Time, as the case may be, and if the aggregate number of Firm Shares not purchased is: (a “Defaulting Underwriter”a) and less than or equal to 10% of the percentage of Offered Firm Shares that have not been agreed to be purchased by the Defaulting Underwriter represents 10% or less Underwriters pursuant to this Agreement, then each of the Offered Shares then the other Underwriters will shall be severally, and not jointly and severally, obligated to purchasepurchase severally the Firm Shares not taken up, on a pro rata basis or as they may otherwise agree as between themselves; and (b) greater than 10% of the Firm Shares agreed to be purchased by the Underwriters pursuant to this Agreement, then the remaining Underwriters shall not be obligated to purchase such Firm Shares, however, the remaining Underwriters shall have the right, exercisable at their respective percentages option, to purchase on a pro rata basis (or on such other basis as aforesaidmay be agreed to by the remaining Underwriters) all, all but not less than all all, of the Offered Firm Shares not which would otherwise have been purchased by the Defaulting Underwriter, defaulting Underwriter or Underwriters and to receive the Defaulting defaulting Underwriter’s 's portion of the Underwriting Fee in respect thereof, ; and such the non-defaulting Underwriters shall have the right, by notice to the CompanyCorporation, to postpone the Closing Date or Option Closing Date, as the case may be, by not more than three Business Days to effect such purchase. In the event that the percentage of Offered Shares that have not been purchased by a Defaulting Underwriter represents more than 10% of the aggregate Offered Shares, the other Underwriters will have the right, but will not be obligated, to purchase all of the percentage of the Offered Shares which would otherwise have been purchased by the Defaulting Underwriter; the Underwriters exercising such right will purchase such Offered Shares, if applicable, pro rata to their respective percentages aforesaid or in such other proportions as they may otherwise agree. . (3) In the event that such right in Section 22(2)(b) is not exercised, the non-defaulting Underwriter or Underwriters which are able and willing to purchase shall be relieved of all obligations to the Company arising from such default. Corporation on submission to the Corporation of reasonable evidence of its or their ability and willingness to fulfil its or their obligations hereunder at the Closing Time. (4) Nothing in this section paragraph shall oblige the Company Corporation to sell to any or all of the Underwriters less than all of the Offered Firm Shares or Additional Shares with respect to which the Over-Allotment Option is exercised, as applicable, or relieve from liability to the Company Corporation any Underwriter which shall be so in default.

Underwriters’ Obligations. (1) Subject The Underwriters’ obligations under this Agreement shall be several and not joint, and the Underwriters’ respective obligations and rights and benefits hereunder shall be as to the following percentages set out below. Furthermore, subject to the terms of this Agreement, the parties hereto agree and acknowledge that the Underwriters’ obligations under this Agreement to purchase Commission and the Offered Shares Compensation Options shall be several apportioned as follows: (i) step-up fee equal to 5.0% of the Underwriter’s Commission to Clarus in consideration for the work rendered by Clarus in respect of the Offering, and not joint and several (ii) the Compensation Options, and the liability of each remainder of the Underwriters’ Commission among the Underwriters to purchase in the Offered Shares percentages set out below: Clarus Securities Inc. 70 % PI Financial Corp. 20 % Red Cloud Securities Inc. 10 % If an Underwriter (a “Refusing Underwriter”) shall be limited to the following percentages of not complete the purchase price paid for the Offered Shares: BMO Xxxxxxx Xxxxx Inc. 40.0% National Bank Financial Inc. 35.0% CIBC World Markets Inc. 10.0% Canaccord Genuity Corp. 5.0% Cormark Securities Inc. 5.0% RBC Dominion Securities Inc. 5.0% (2) If any of the Underwriters fails to purchase its applicable percentage and sale of the Offered Shares Securities which such Underwriter has agreed to purchase hereunder for any reason whatsoever at the Closing Time or the Option Over-Allotment Closing Time, as the case may be, the other non-Refusing Underwriters (a the “Defaulting UnderwriterContinuing Underwriters”) and the percentage of Offered Shares that have not been purchased by the Defaulting Underwriter represents 10% or less of the Offered Shares then the other Underwriters will shall be severallyentitled, and not jointly and severallyat their option, obligated to purchase, on a pro rata basis to their respective percentages as aforesaid, purchase all but not less than all of the Offered Shares not purchased by the Defaulting Underwriter, and to receive the Defaulting Underwriter’s portion of the Underwriting Fee in respect thereof, and such non-defaulting Underwriters shall have the right, by notice to the Company, to postpone the Closing Date or Option Closing Date, as the case may be, by not more than three Business Days to effect such purchase. In the event that the percentage of Offered Shares that have not been purchased by a Defaulting Underwriter represents more than 10% of the aggregate Offered Shares, the other Underwriters will have the right, but will not be obligated, to purchase all of the percentage of the Offered Shares Securities which would otherwise have been purchased by the Defaulting Underwriter; the Underwriters exercising such right will purchase such Offered Shares, if applicable, Refusing Underwriter pro rata according to their respective percentages aforesaid the number of Offered Securities to have been acquired by the Continuing Underwriters hereunder or in such other proportions proportion as they may otherwise agree. In the event that such right is not exercised, the non-defaulting Continuing Underwriters shall be relieved agree in writing. If the Continuing Underwriters do not elect to purchase the balance of all obligations the Offered Securities pursuant to the Company arising from such default. Nothing in this section foregoing: (a) the Continuing Underwriters shall oblige not be obliged to purchase any of the Offered Securities that any Refusing Underwriter is obligated to purchase; (b) the Company shall not be obliged to sell to the Underwriters less than all of the Offered Shares Securities; and (c) the Company shall be entitled to terminate its obligations under this Agreement arising from its acceptance of this offer, in which event there shall be no further liability on the part of the Company or relieve from liability the Continuing Underwriters, except pursuant to the Company any provisions of Sections 13 and 14. Notwithstanding the foregoing, the Refusing Underwriter which shall not be so in defaultentitled to the benefit of the provisions of Sections 13 and 14 following such termination.

Underwriters’ Obligations. (1) Subject to the terms of this Agreement, the Underwriters’ obligations under this Agreement to purchase the Offered Shares shall be several and not joint and several and the liability of each of the Underwriters to purchase the Offered Shares shall be limited to the following percentages of the purchase price paid for the Offered Shares: BMO Xxxxxxx Xxxxx Inc. 40.0% National Bank Financial Inc. 35.0% CIBC World Markets Inc. 10.0Cormark Securities Inc.(1) 55 % Canaccord Genuity Corp. 5.035 % Cormark Brean Capital, LLC 5 % Laurentian Bank Securities Inc. 5.05 % RBC Dominion Securities Inc. 5.0100.0 % (1) Sole bookrunner (2) If any of the Underwriters fails to purchase its applicable percentage of the Offered Shares at the Closing Time or the Option Closing Time, as the case may be, (a “Defaulting Underwriter”) and the percentage of Offered Shares that have not been purchased by the Defaulting Underwriter represents 10% or less of the Offered Shares then the other Underwriters will be severally, and not jointly and severally, obligated to purchase, on a pro rata basis to their respective percentages as aforesaid, all but not less than all of the Offered Shares not purchased by the Defaulting Underwriter, and to receive the Defaulting Underwriter’s portion of the Underwriting Fee in respect thereof, and such non-defaulting Underwriters shall have the right, by notice to the CompanyCorporation, to postpone the Closing Date or Option Closing Date, as the case may be, by not more than three Business Days to effect such purchase. In the event that the percentage of Offered Shares that have not been purchased by a Defaulting Underwriter represents more than 10% of the aggregate Offered Shares, the other Underwriters will have the right, but will not be obligated, to purchase all of the percentage of the Offered Shares which would otherwise have been purchased by the Defaulting Underwriter; the Underwriters exercising such right will purchase such Offered Shares, if applicable, pro rata to their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that such right is not exercised, the non-defaulting Underwriters shall be relieved of all obligations to the Company Corporation arising from such default. Nothing in this section shall oblige the Company Corporation to sell to the Underwriters less than all of the Offered Shares or relieve from liability to the Company Corporation any Underwriter which shall be so in default.

Underwriters’ Obligations. (1) Subject to the terms of this Agreement, the Underwriters’ obligations under this Agreement to purchase the Offered Shares shall be several and not joint and several and the liability of each of the Underwriters to purchase the Offered Shares shall be limited to the following percentages of the purchase price paid for the Offered Shares: BMO Xxxxxxx Xxxxx Inc. 40.035 % Scotia Capital Inc. 35 % National Bank Financial Inc. 35.020 % CIBC World Markets Inc. 10.0% Canaccord Genuity Corp. 5.0% Cormark Securities Inc. 5.04 % RBC Dominion Securities Inc. 5.04 % Canaccord Genuity Corp. 1 % Xxxxxxx Xxxxx Ltd. 1 % (2) If any of the Underwriters fails to purchase its applicable percentage of the Offered Shares at the Closing Time or the Option Closing Time, as the case may be, (a “Defaulting Underwriter”) and the percentage of Offered Shares that have not been purchased by the Defaulting Underwriter represents 10% or less of the Offered Shares then the other Underwriters will be severally, and not jointly and severally, obligated to purchase, on a pro rata basis to their respective percentages as aforesaid, all but not less than all of the Offered Shares not purchased by the Defaulting Underwriter, and to receive the Defaulting Underwriter’s portion of the Underwriting Fee in respect thereof, and such non-defaulting Underwriters shall have the right, by notice to the Company, to postpone the Closing Date or Option Closing Date, as the case may be, by not more than three Business Days to effect such purchase. In the event that the percentage of Offered Shares that have not been purchased by a Defaulting Underwriter represents more than 10% of the aggregate Offered Shares, the other Underwriters will have the right, but will not be obligated, to purchase all of the percentage of the Offered Shares which would otherwise have been purchased by the Defaulting Underwriter; the Underwriters exercising such right will purchase such Offered Shares, if applicable, pro rata to their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that such right is not exercised, the non-defaulting Underwriters shall be relieved of all obligations to the Company arising from such default. Nothing in this section shall oblige the Company to sell to the Underwriters less than all of the Offered Shares or relieve from liability to the Company any Underwriter which shall be so in default.

Underwriters’ Obligations. (1) Subject to the terms of this Agreement, the Underwriters’ obligations under this Agreement to purchase the Offered Shares shall be several and not joint and several and the liability of each of the Underwriters to purchase the Offered Shares shall be limited to the following percentages of the purchase price paid for the Offered Shares: BMO Xxxxxxx Xxxxx Inc. 40.0% National Bank Financial Inc. 35.0% CIBC World Markets Inc. 10.0% Canaccord Genuity Corp. 5.050% Cormark Securities Cantor Fxxxxxxxxx Canada Corporation 40% Paradigm Capital Inc. 5.0% RBC Dominion Securities Inc. 5.010% (2) If any of the Underwriters fails to purchase its applicable percentage of the Offered Shares at the Closing Time or the Option Closing Time, as the case may be, (a “Defaulting Underwriter”) and the percentage of Offered Shares that have not been purchased by the Defaulting Underwriter represents 10% or less of the Offered Shares then the other Underwriters will who shall be severallywilling and able to purchase their applicable percentage of the Firm Shares or Additional Shares, and as the case may be, shall have the right, but not jointly and severallythe obligation, obligated to purchase, on a pro rata basis to their respective percentages as aforesaidbasis, all but not less than all of the Offered Shares not purchased by the Defaulting defaulting Underwriter, and to receive the Defaulting defaulting Underwriter’s portion of the Underwriting Fee in respect thereof, and such non-defaulting Underwriters shall have the right, by notice to the CompanyCorporation, to postpone the Closing Date or Option Closing Date, as the case may be, by not more than three Business Days to effect such purchase. In the event that the percentage of Offered Shares that have not been purchased by a Defaulting Underwriter represents more than 10% of the aggregate Offered Shares, the other Underwriters will have the right, but will not be obligated, to purchase all of the percentage of the Offered Shares which would otherwise have been purchased by the Defaulting Underwriter; the Underwriters exercising such right will purchase such Offered Shares, if applicable, pro rata to their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that such right is not exercised, the non-defaulting other Underwriters that are not in default shall be relieved of all obligations to the Company arising from Corporation and the Corporation shall not be obligated to sell less than all the Firm Shares or Additional Shares with respect to which the Over-Allotment Option is exercised, as the case may be, and the Corporation shall be entitled to terminate its obligations under this Agreement except for those under Section 9, Section 10 and Section 17 hereof, provided that in the case of Additional Shares, such defaulttermination shall apply only with respect to such Additional Shares and not to any Firm Shares. Nothing in this section paragraph shall oblige the Company Corporation to sell to any or all of the Underwriters less than all of the Offered Firm Shares or Additional Shares with respect to which the Over-Allotment Option is exercised, as applicable, or relieve from liability to the Company Corporation any Underwriter which shall be so in default.

Underwriters’ Obligations. (1) Subject to the terms of this Agreement, the The Underwriters’ obligations under this Agreement to purchase the Offered Shares shall be several and not joint and several joint, and the liability of each of the Underwriters to purchase the Offered Shares Underwriters’ respective obligations and rights and benefits hereunder shall be limited as to the following percentages of the purchase price paid for the Offered Sharespercentages: BMO Xxxxxxx Xxxxx Inc. 40.0PI Financial Corp.45% National Bank Financial Inc. 35.0% CIBC World Markets Inc. 10.0Eight Capital30% Canaccord Genuity Corp. 5.0Corp.20% Cormark Securities Echelon Wealth Partners Inc. 5.05% RBC Dominion Securities Inc. 5.0% If an Underwriter (2a “Refusing Underwriter”) If any of shall not complete the Underwriters fails to purchase its applicable percentage and sale of the Offered Shares at the Closing Time or the Option Closing TimeSecurities which such Underwriter has agreed to purchase hereunder for any reason whatsoever, as the case may be, (a “Defaulting Underwriter”) and the percentage of Offered Shares that have not been purchased by the Defaulting Underwriter represents 10% or less of the Offered Shares then the other Underwriters will (the “Continuing Underwriters”) shall be severallyentitled, and not jointly and severallyat their option, obligated to purchase, on a pro rata basis to their respective percentages as aforesaid, purchase all but not less than all of the Offered Shares not purchased by the Defaulting Underwriter, and to receive the Defaulting Underwriter’s portion of the Underwriting Fee in respect thereof, and such non-defaulting Underwriters shall have the right, by notice to the Company, to postpone the Closing Date or Option Closing Date, as the case may be, by not more than three Business Days to effect such purchase. In the event that the percentage of Offered Shares that have not been purchased by a Defaulting Underwriter represents more than 10% of the aggregate Offered Shares, the other Underwriters will have the right, but will not be obligated, to purchase all of the percentage of the Offered Shares Securities which would otherwise have been purchased by the Defaulting Underwriter; the Underwriters exercising such right will purchase such Offered Shares, if applicable, Refusing Underwriter pro rata according to their respective percentages aforesaid the number of Offered Securities to have been acquired by the Continuing Underwriters hereunder or in such other proportions proportion as they may otherwise agree. In the event that such right is not exercised, the non-defaulting Continuing Underwriters shall be relieved agree in writing. If the Continuing Underwriters do not elect to purchase the balance of all obligations the Offered Securities pursuant to the Company arising from such default. Nothing in this section foregoing: (a) the Continuing Underwriters shall oblige not be obliged to purchase any of the Offered Securities that any Refusing Underwriter is obligated to purchase; (b) the Company shall not be obliged to sell to the Underwriters less than all of the Offered Shares Securities; and (c) the Company shall be entitled to terminate its obligations under this Agreement arising from its acceptance of this offer, in which event there shall be no further liability on the part of the Company or relieve from liability the Continuing Underwriters, except pursuant to the Company any provisions of Sections 13 and 14. Notwithstanding the foregoing, the Refusing Underwriter which shall not be so in defaultentitled to the benefit of the provisions of Sections 13 and 14 following such termination.

Underwriters’ Obligations. (1) Subject to the terms of this Agreement, the The Underwriters’ obligations under this Agreement to purchase the Offered Shares shall be several and not joint and several joint, and the liability of each of the Underwriters to purchase the Offered Shares Underwriters’ respective obligations and rights and benefits hereunder shall be limited as to the following percentages of the purchase price paid for the Offered Sharespercentages: BMO Xxxxxxx Xxxxx Inc. 40.0% National Bank Financial Inc. 35.0% CIBC World Markets Inc. 10.0Sxxxxx, Xxxxxxxx & Company, Incorporated 44 % Canaccord Genuity Corp. 5.0LLC 25 % Cormark BTIG, LLC 21 % Bxxxx Xxxxxx Securities Inc. 5.010 % RBC Dominion Securities Inc. 5.0% If an Underwriter (2a “Refusing Underwriter”) If any of shall not complete the Underwriters fails to purchase its applicable percentage and sale of the Offered Shares at the Closing Time or the Option Closing Timewhich such Underwriter has agreed to purchase hereunder for any reason whatsoever, as the case may be, (a “Defaulting Underwriter”) and the percentage of Offered Shares that have not been purchased by the Defaulting Underwriter represents 10% or less of the Offered Shares then the other Underwriters will (the “Continuing Underwriters”) shall be severallyentitled, and not jointly and severallyat their option, obligated to purchase, on a pro rata basis to their respective percentages as aforesaid, purchase all but not less than all of the Offered Shares not purchased by the Defaulting Underwriter, and to receive the Defaulting Underwriter’s portion of the Underwriting Fee in respect thereof, and such non-defaulting Underwriters shall have the right, by notice to the Company, to postpone the Closing Date or Option Closing Date, as the case may be, by not more than three Business Days to effect such purchase. In the event that the percentage of Offered Shares that have not been purchased by a Defaulting Underwriter represents more than 10% of the aggregate Offered Shares, the other Underwriters will have the right, but will not be obligated, to purchase all of the percentage of the Offered Shares which would otherwise have been purchased by the Defaulting Underwriter; the Underwriters exercising such right will purchase such Offered Shares, if applicable, Refusing Underwriter pro rata according to their respective percentages aforesaid the number of Offered Shares to have been acquired by the Continuing Underwriters hereunder or in such other proportions proportion as they may otherwise agree. In the event that such right is not exercised, the non-defaulting Continuing Underwriters shall be relieved agree in writing. If the Continuing Underwriters do not elect to purchase the balance of all obligations the Offered Shares pursuant to the Company arising from such default. Nothing in this section foregoing: (a) the Continuing Underwriters shall oblige not be obliged to purchase any of the Company Offered Shares that any Refusing Underwriter is obligated to purchase; and (b) the Corporation shall not be obliged to sell to the Underwriters less than all of the Offered Shares Shares, and the Corporation shall be entitled to terminate its obligations under this Agreement arising from its acceptance of this offer, in which event there shall be no further liability on the part of the Corporation or relieve from liability the Continuing Underwriters, except pursuant to the Company provisions of Sections 13 and 14. Nothing in this Agreement shall oblige any affiliate of any Underwriter which shall be so in defaultthat is not party to this Agreement to purchase any Offered Shares.

Underwriters’ Obligations. (1) Subject to the terms of this Agreement, the The Underwriters’ ' obligations under this Agreement to purchase the Offered Shares shall be several and not joint and several joint, and the liability of each of the Underwriters to purchase the Offered Shares Underwriters' respective obligations and rights and benefits hereunder shall be limited as to the following percentages of percentages: ATB Securities Inc. 80% A. G.P. Canada Investments ULC 20% If an Underwriter (a "Refusing Underwriter") shall not complete the purchase price paid for the Offered Shares: BMO Xxxxxxx Xxxxx Inc. 40.0% National Bank Financial Inc. 35.0% CIBC World Markets Inc. 10.0% Canaccord Genuity Corp. 5.0% Cormark Securities Inc. 5.0% RBC Dominion Securities Inc. 5.0% (2) If any of the Underwriters fails to purchase its applicable percentage and sale of the Offered Shares at the Closing Time or the Option Closing TimeSecurities which such Underwriter has agreed to purchase hereunder for any reason whatsoever, as the case may be, (a “Defaulting Underwriter”) and the percentage of Offered Shares that have not been purchased by the Defaulting Underwriter represents 10% or less of the Offered Shares then the other Underwriters will (the "Continuing Underwriters") shall be severallyentitled, and not jointly and severallyat their option, obligated to purchase, on a pro rata basis to their respective percentages as aforesaid, purchase all but not less than all of the Offered Shares not purchased by the Defaulting Underwriter, and to receive the Defaulting Underwriter’s portion of the Underwriting Fee in respect thereof, and such non-defaulting Underwriters shall have the right, by notice to the Company, to postpone the Closing Date or Option Closing Date, as the case may be, by not more than three Business Days to effect such purchase. In the event that the percentage of Offered Shares that have not been purchased by a Defaulting Underwriter represents more than 10% of the aggregate Offered Shares, the other Underwriters will have the right, but will not be obligated, to purchase all of the percentage of the Offered Shares Securities which would otherwise have been purchased by the Defaulting Underwriter; the Underwriters exercising such right will purchase such Offered Shares, if applicable, Refusing Underwriter pro rata according to their respective percentages aforesaid the number of Offered Securities to have been acquired by the Continuing Underwriters hereunder or in such other proportions proportion as they may otherwise agree. In the event that such right is not exercised, the non-defaulting Continuing Underwriters shall be relieved agree in writing. If the Continuing Underwriters do not elect to purchase the balance of all obligations the Offered Securities pursuant to the Company arising from such default. Nothing in this section foregoing: (a) the Continuing Underwriters shall oblige not be obliged to purchase any of the Company Offered Securities that any Refusing Underwriter is obligated to purchase; and (b) the Corporation shall not be obliged to sell to the Underwriters less than all of the Offered Shares Securities, and the Corporation shall be entitled to terminate its obligations under this Agreement arising from its acceptance of this offer, in which event there shall be no further liability on the part of the Corporation or relieve from liability the Continuing Underwriters, except pursuant to the Company provisions of Sections 13 and 14. Nothing in this Agreement shall oblige any affiliate of any Underwriter which shall be so in defaultthat is not party to this Agreement to purchase any Offered Securities.

Underwriters’ Obligations. (1) Subject to the terms of In performing their respective obligations under this Agreement, the Underwriters’ obligations under this Agreement to purchase the Offered Shares Underwriters shall be several and not joint and several and the liability of each of the Underwriters to purchase the Offered Shares shall be limited to the following percentages of the purchase price paid for the Offered Shares: BMO Xxxxxxx Xxxxx Inc. 40.0% National Bank Financial Inc. 35.0% CIBC World Markets Inc. 10.0% Canaccord Genuity Corp. 5.0% Cormark Securities Inc. 5.0% RBC Dominion Securities Inc. 5.0% (2) If any of the Underwriters fails to purchase its applicable percentage of the Offered Shares at the Closing Time or the Option Closing Time, as the case may be, (a “Defaulting Underwriter”) and the percentage of Offered Shares that have not been purchased by the Defaulting Underwriter represents 10% or less of the Offered Shares then the other Underwriters will be severally, acting severally and not jointly and severally. Nothing in this Agreement is intended to create any relationship in the nature of a partnership or joint venture between the Underwriters, obligated and the Underwriters’ respective obligations and rights and benefits hereunder shall be as to purchasethe following percentages: Cantor Fxxxxxxxxx Canada Corporation - 50.0% Hxxxxxx Securities Inc. - 50.0% If an Underwriter (a “Refusing Underwriter”) shall not complete the purchase and sale of the Offered Shares which such Underwriter has agreed to purchase hereunder for any reason whatsoever, on a pro rata basis the other Underwriters (the “Continuing Underwriters”) shall be entitled, at their option, to their respective percentages as aforesaid, purchase all but not less than all of the Offered Shares not purchased by the Defaulting Underwriter, and to receive the Defaulting Underwriter’s portion of the Underwriting Fee in respect thereof, and such non-defaulting Underwriters shall have the right, by notice to the Company, to postpone the Closing Date or Option Closing Date, as the case may be, by not more than three Business Days to effect such purchase. In the event that the percentage of Offered Shares that have not been purchased by a Defaulting Underwriter represents more than 10% of the aggregate Offered Shares, the other Underwriters will have the right, but will not be obligated, to purchase all of the percentage of the Offered Shares which would otherwise have been purchased by such Refusing Underwriter. If the Defaulting Underwriter; Continuing Underwriters do not elect to purchase the Underwriters exercising such right will purchase such balance of the Offered Shares, if applicable, pro rata Shares pursuant to their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that such right is not exercised, foregoing: (a) the non-defaulting Continuing Underwriters shall not be relieved obliged to purchase any of all obligations the Offered Shares that any Refusing Underwriter is obligated to purchase; and (b) the Company arising from such default. Nothing in this section Corporation shall oblige the Company not be obliged to sell to the Underwriters less than all of the Offered Shares Shares, and the Corporation shall be entitled to terminate its obligations under this Agreement, in which event there shall be no further liability on the part of the Corporation or relieve from liability the Continuing Underwriters, except pursuant to the Company any Underwriter which shall be so in defaultprovisions of Sections 11, 12 and 13 inclusive.

Underwriters’ Obligations. (1a) Subject to the terms and conditions hereof, the obligation of the Underwriters to purchase the Offered Securities shall be several and not joint or joint and several, and shall be limited to the percentages of the aggregate number of Offered Securities to be purchased set out opposite the names of the Underwriters respectively below: Sxxxxx Xxxxxxxx Canada Inc. 39.75 % A.G.P./Alliance Global Partners 39.75 % ATB Capital Markets Inc. 10.0 % Hxxxxxx Securities Inc. 5.0 % M Partners Inc. 3.0 % Rxxxxxx Jxxxx Ltd. 2.5 % TOTAL 100.0 % Furthermore, subject to the terms of this Agreement, the Underwriters’ obligations under this Agreement to purchase parties hereto agree and acknowledge that the Offered Shares Commission shall be several and not joint and several and the liability of each apportioned as follows: (i) a work fee equal to 5.0% of the Underwriting Fee to Co-Lead Underwriters, split evenly, in consideration for the work rendered by the Co-Lead Underwriters to purchase the Offered Shares shall be limited to the following percentages in respect of the purchase price paid for Offering, and (ii) the Offered Shares: BMO Xxxxxxx Xxxxx Inc. 40.0% National Bank Financial Inc. 35.0% CIBC World Markets Inc. 10.0% Canaccord Genuity Corp. 5.0% Cormark Securities Inc. 5.0% RBC Dominion Securities Inc. 5.0%remainder of the Commission among the Underwriters in the percentages set out above. (2b) If any an Underwriter shall not complete the purchase and sale of the Underwriters fails to purchase its applicable percentage of the aggregate amount of the Offered Shares Securities at the Closing Time or the Option Closing Timefor any reason whatsoever, as the case may beincluding by reason of Section 10 hereof, (a “Defaulting Underwriter”) and the percentage of Offered Shares that have not been purchased by the Defaulting Underwriter represents 10% or less of the Offered Shares then the other Underwriters will be severally, and not jointly and severally, obligated to purchase, on a pro rata basis to their respective percentages as aforesaid, all but not less than all of the Offered Shares not purchased by the Defaulting Underwriter, and to receive the Defaulting Underwriter’s portion of the Underwriting Fee in respect thereof, and such non-defaulting Underwriters shall have the right, by notice to the Company, to postpone the Closing Date or Option Closing Date, as the case may be, by not more than three Business Days to effect such purchase. In the event that the percentage of Offered Shares that have not been purchased by a Defaulting Underwriter represents more than 10% of the aggregate Offered Shares, the other Underwriters will have the right, but will shall not be obligated, to purchase all of the percentage of the Offered Shares Securities which would otherwise have been purchased by the Defaulting Underwriter; Underwriter which fails to purchase. If, with respect to the Underwriters exercising such right will purchase such Offered Shares, if applicable, pro rata to their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that such right is not exercisedSecurities, the non-defaulting Underwriters Underwriter elects not to exercise such rights to assume the entire obligations of the defaulting Underwriter, then the Corporation shall be relieved have the right to either (i) proceed with the sale of all obligations the Offered Securities (less the defaulted Offered Securities) to the Company arising non-defaulting Underwriters; or (ii) terminate its obligations hereunder without liability except pursuant to the provisions of Section 13 and Section 14 in respect of the non-defaulting Underwriters. (c) Subject to compliance with Securities Laws, without affecting the firm obligation of the Underwriters to purchase from such default. Nothing the Corporation 10,613,207 Initial Units at the Offering Price in accordance with this section shall oblige Agreement, after the Company Underwriters have made reasonable efforts to sell to the Underwriters less than all of the Offered Shares or relieve Securities at the Offering Price, the Offering Price may be decreased by the Underwriters and further changed from liability time to time to an amount not greater than the Offering Price specified herein. Such decrease in the Offering Price will not affect the Underwriters’ Commission ($0.159 per Initial Unit) to be paid by the Corporation to the Company any Underwriter which shall Underwriters, and it will not decrease the amount of the net proceeds of the Offering to be so in defaultpaid by the Underwriters to the Corporation ($2.491 per Initial Unit), before deducting expenses of the Offering. The Underwriters will inform the Corporation if the Offering Price is decreased.

Underwriters’ Obligations. (1) Subject to the terms of this Agreement, the Underwriters’ obligations under this Agreement to purchase the Offered Shares shall be several and not joint and several and the liability of each of the Underwriters to purchase the Offered Shares shall be limited to the following percentages of the purchase price paid for the Offered Shares: Shares CIBC World Markets Inc.(1) 25.0 % BMO Xxxxxxx Xxxxx Inc. 40.0Nxxxxxx Bxxxx Inc.(2) 16.0 % RBC Dominion Securities Inc.(2) 16.0 % Scotia Capital Inc.(2) 16.0 % National Bank Financial Inc. 35.013.0 % CIBC World Markets TD Securities Inc. 10.07.0 % Mxxxxxx Lxxxx Canada Inc. 3.0 % Canaccord Genuity Corp. 5.02.0 % Cormark Laurentian Bank Securities Inc. 5.01.0 % RBC Dominion Securities Inc. 5.0Rxxxxxx Jxxxx Ltd. 1.0 % TOTAL: 100.0 % (1) Sole Bookrunner. 5% work fee payable to CIBC World Markets Inc. (2) If any of Co-lead Manager. (2) In the Underwriters fails to purchase its applicable percentage of the Offered Shares event that an Underwriter shall at the Closing Time or the Option Closing Time, as the case may be, fail to purchase its percentage of the Firm Shares or Additional Shares as provided in Section 21(1) (a “Defaulting Non-Purchasing Underwriter”) ), whether upon the exercise of any termination rights or otherwise, and the percentage of Offered Firm Shares or Additional Shares that have not been purchased by the Defaulting Underwriter one or more Non-Purchasing Underwriters represents 10% or less of the Offered aggregate Firm Shares then or Additional Shares, the other Underwriters will shall be severally, severally and not jointly (or jointly and severally, ) obligated to purchase all of the Firm Shares or Additional Shares, as the case may be, that the Non-Purchasing Underwriter has failed to purchase; the Underwriters shall purchase such Firm Shares or Additional Shares, on a as the case may be, pro rata basis to their respective percentages as aforesaidprovided in Section 21(1) or in such other proportions as they may otherwise agree. In the event that the percentage of Firm Shares or Additional Shares that have not been purchased by one or more Non-Purchasing Underwriters represents in aggregate more than 10% of the aggregate Firm Shares or Additional Shares, all as the case may be, the other Underwriters shall have the right, but shall not less than be obligated, to purchase all of the Offered Firm Shares not or Additional Shares, as the case may be, which would otherwise have been purchased by the Defaulting UnderwriterNon-Purchasing Underwriters and the Underwriters exercising such right shall purchase such Firm Shares or Additional Shares, and as the case may be, pro rata to receive their respective percentages as provided in Section 21(1) or in such other proportions as they may otherwise agree. In the Defaulting Underwriter’s portion of event that the Underwriting Fee in respect thereofcontinuing Underwriters purchase more Offered Shares pursuant to this Section 21(2) than they otherwise would have pursuant to this Agreement, and such non-defaulting the continuing Underwriters shall have the right, by notice to the Company, to postpone the Closing Date Time or the Option Closing DateTime, as the case may be, by for such period not more than three exceeding five Business Days to effect such purchase. In days as they shall determine and notify the event Company in order that the percentage of Offered Shares that have not been purchased by a Defaulting Underwriter represents more than 10% of the aggregate Offered Sharesrequired changes, the other Underwriters will have the right, but will not be obligatedif any, to purchase all of the percentage of the Offered Shares which would otherwise have been purchased by the Defaulting Underwriter; the Underwriters exercising such right will purchase such Offered Shares, if applicable, pro rata Offering Document or to their respective percentages aforesaid any other documents or in such other proportions as they arrangements may otherwise agree. In the event that such right is not exercised, the non-defaulting Underwriters shall be relieved of all obligations to the Company arising from such defaulteffected. Nothing in this section Section 21(2) shall oblige the Company to sell to the Underwriters less than all of the Offered Firm Shares or, in the event of the exercise of the Over- Allotment Option in whole or in part, the Additional Shares in respect of which the Over-Allotment Option has been exercised, or relieve from liability to the Company any Underwriter which shall be so in defaultdefault of its obligations under this Agreement. (3) Without affecting the firm obligation of the Underwriters to purchase from the Company the Firm Shares at the Offering Price in accordance with this Agreement (assuming due satisfaction of the terms and conditions contained in this Agreement), after the Underwriters have made reasonable effort to sell all of the Firm Shares at the Offering Price, the price payable by the Purchasers may be decreased by the Underwriters and further changed from time to time to an amount not greater than the Offering Price per Firm Share in compliance with applicable Canadian Securities Laws. In such case, the Underwriting Commission realized by the Underwriters will be decreased by the amount that the aggregate price paid by the Purchasers for the Firm Shares is less than the gross proceeds to be paid by the Underwriters to the Company for the Firm Shares and such reduced price sales will not affect the net proceeds to be received by the Company under the Offering.

Underwriters’ Obligations. (1) Subject to the terms of this Agreement, the Underwriters’ ' obligations under this Agreement to purchase the Offered Shares shall be several and not joint and several and the liability of each of the Underwriters to purchase the Offered Shares shall be limited to the following percentages of the purchase price paid for the Offered Shares: BMO Xxxxxxx Xxxxx Inc. Ltd. 40.0% National Bank Financial Inc. 35.0% CIBC World Markets Inc. 10.0% Canaccord Genuity Corp. 5.0% Cormark Securities Inc. 5.030.0% RBC Dominion Securities PI Financial Corp. 15.0% Xxxxxx Xxxxxxxx Canada Inc. 5.015.0% (2) If any one or more of the Underwriters fails to purchase its or their applicable percentage of the Offered Shares at the Closing Time or at the Option Closing Time, as the case may be, and if the aggregate number of Firm Shares not purchased is: (a “Defaulting Underwriter”a) and less than or equal to 10% of the percentage of Offered Firm Shares that have not been agreed to be purchased by the Defaulting Underwriter represents 10% or less Underwriters pursuant to this Agreement, then each of the Offered Shares then the other Underwriters will shall be severally, and not jointly and severally, obligated to purchasepurchase severally the Firm Shares not taken up, on a pro rata basis or as they may otherwise agree as between themselves; and (b) greater than 10% of the Firm Shares agreed to be purchased by the Underwriters pursuant to this Agreement, then the remaining Underwriters shall not be obligated to purchase such Firm Shares, however, the remaining Underwriters shall have the right, exercisable at their respective percentages option, to purchase on a pro rata basis (or on such other basis as aforesaidmay be agreed to by the remaining Underwriters) all, all but not less than all all, of the Offered Firm Shares not which would otherwise have been purchased by the Defaulting Underwriter, defaulting Underwriter or Underwriters and to receive the Defaulting defaulting Underwriter’s 's portion of the Underwriting Fee in respect thereof, ; and such the non-defaulting Underwriters shall have the right, by notice to the CompanyCorporation, to postpone the Closing Date or Option Closing Date, as the case may be, by not more than three Business Days to effect such purchase. In the event that the percentage of Offered Shares that have not been purchased by a Defaulting Underwriter represents more than 10% of the aggregate Offered Shares, the other Underwriters will have the right, but will not be obligated, to purchase all of the percentage of the Offered Shares which would otherwise have been purchased by the Defaulting Underwriter; the Underwriters exercising such right will purchase such Offered Shares, if applicable, pro rata to their respective percentages aforesaid or in such other proportions as they may otherwise agree. . (3) In the event that such right in Section 22(2)(b) is not exercised, the non-defaulting Underwriter or Underwriters which are able and willing to purchase shall be relieved of all obligations to the Company arising from such default. Corporation on submission to the Corporation of reasonable evidence of its or their ability and willingness to fulfil its or their obligations hereunder at the Closing Time. (4) Nothing in this section paragraph shall oblige the Company Corporation to sell to any or all of the Underwriters less than all of the Offered Firm Shares or Additional Shares with respect to which the Over-Allotment Option is exercised, as applicable, or relieve from liability to the Company Corporation any Underwriter which shall be so in default.

Underwriters’ Obligations. (1a) Subject to the terms and conditions of this Agreement, the Underwriters’ obligations obligations, representations, warranties and covenants under this Agreement to purchase the Offered Shares shall be several (and not joint nor joint and several several) and no Underwriter shall be liable for any act, omission, default, breach or conduct by any other Underwriter or any Selling Firm appointed by any other Underwriter unless otherwise set out herein, and the liability of each of the Underwriters to purchase the Offered Shares Underwriters’ respective obligations and rights and benefits hereunder shall be limited as to the following percentages of the purchase price paid for the Offered Sharespercentages: BMO Xxxxxxx Xxxxx Inc. 40.0% National Bank Financial Inc. 35.0% CIBC World Markets Inc. 10.0Eight Capital 40% Canaccord Genuity Corp. 5.040% Cormark GMP Securities L.P. 10% Industrial Alliance Securities Inc. 5.05% RBC Dominion Clarus Securities Inc. 5.05% 100% (2b) If any of the Underwriters an Underwriter (a “Refusing Underwriter”) fails to purchase its applicable percentage of the Offered Shares at the Closing Time or the Option Closing TimeUnits (each, as the case may be, (a “Defaulting UnderwriterDefaulted Securities”) and which that Underwriter has agreed to purchase under this Agreement (other than in accordance with Section 13 hereof), the percentage of Offered Shares that have not been purchased by remaining Underwriters (the Defaulting Underwriter represents 10% or less of the Offered Shares then the other Underwriters will be severally, and not jointly and severally, obligated to purchase, on a pro rata basis to their respective percentages as aforesaid, all but not less than all of the Offered Shares not purchased by the Defaulting Underwriter, and to receive the Defaulting Underwriter’s portion of the Underwriting Fee in respect thereof, and such non-defaulting Underwriters “Continuing Underwriters”) shall have the right, by notice to the Company, to postpone the Closing Date or Option Closing Date, as the case may be, by not more than three Business Days to effect such purchase. In the event that the percentage of Offered Shares that have not been purchased by a Defaulting Underwriter represents more than 10% of the aggregate Offered Shares, the other Underwriters will have the right, but will shall not be obligated, to purchase all but not less than all, of the percentage Defaulted Securities. If the number of the Offered Shares which would otherwise have been Defaulted Securities to be purchased by the Defaulting Refusing Underwriter does not exceed 20% of the Units, the Continuing Underwriters will be obligated to purchase the Defaulted Securities on the terms set out in this Agreement; however, the Continuing Underwriters will not be required to purchase the Defaulted Securities if the Refusing Underwriter; , or the Continuing Underwriters exercising such right will purchase such Offered Sharesexercise or have exercised their termination rights pursuant to Section 13 hereof. Subject to the immediately preceding sentence, if applicable, pro rata to their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that such right number of Defaulted Securities is not exercisedgreater than 20% of the Units, the non-defaulting Continuing Underwriters shall will not be relieved obligated to purchase the Defaulted Securities and, if the Continuing Underwriters do not elect to purchase the Defaulted Securities: (i) the Continuing Underwriters will not be obligated to purchase any of all obligations to the Company arising from such default. Nothing in this section shall oblige Units; (ii) the Company Corporation will not be obligated to sell to the Underwriters less than all of the Offered Shares Units; and (iii) the Corporation will be entitled to terminate its obligations under this Agreement, in which event there will be no further liability hereunder on the part of the Corporation or relieve from liability the Continuing Underwriters, except pursuant to the Company provisions of Sections 14, 15 and 17. (c) No action taken pursuant to this section shall relieve any Refusing Underwriter which shall from responsibility in respect of its default to the Corporation or to any Continuing Underwriter. (d) Without affecting the obligation of the Underwriters to purchase the Units from the Corporation at the Issue Price in accordance with this Agreement, after the Underwriters have made reasonable effort to sell all of the Units at the Issue Price, the Issue Price may be so decreased by the Underwriters and further changed from time to time to an amount not greater than the Issue Price specified herein. Such decrease in defaultthe Issue Price will decrease the Underwriting Fee to be paid by the Corporation to the Underwriters, but it will not decrease the amount of the net proceeds of the Offering to be paid by the Underwriters to the Corporation, before deducting expenses of the Offering. The Underwriters will inform the Corporation if the Offering Price is decreased.

Underwriters’ Obligations. (1a) Subject to the terms of this Agreement, the The Underwriters’ obligations under this Agreement to purchase the Offered Shares Debentures at the Closing Time shall be several and not joint and several and the liability of each of the Underwriters to purchase the Offered Shares Underwriters’ respective obligations in this respect shall be limited to in the following percentages of the purchase price paid for the Offered Sharesaggregate principal amount of Debentures to be purchased at that time: BMO Xxxxxxx Xxxxx TD Securities Inc. 40.040.5% RBC Dominion Securities Inc. 40.5% CIBC World Markets Inc. 5% National Bank Financial Inc. 35.05% CIBC World Markets BMO Xxxxxxx Xxxxx Inc. 10.05% Canaccord Genuity Corp. 5.0% Cormark Desjardins Securities Inc. 5.02% RBC Dominion Securities Scotia Capital Inc. 5.02% (2b) If any of the Underwriters fails to purchase its applicable percentage of the Offered Shares at the Closing Time any one or more of the Option Closing TimeUnderwriters, as other than the case may beCo-Lead Underwriters, (a “Defaulting Underwriter”) and the fails or refuses to purchase its respective percentage of Offered Shares that have not been purchased by the Defaulting Underwriter represents 10Debentures, the Co-Lead Underwriters shall be obligated to purchase such Debentures as to 50% or less to each of the Offered Shares then Co-Lead Underwriters; provided that, the other remaining Underwriters will be shall, at the discretion of the Co-Lead Underwriters, have the right, but not the obligation, to purchase severally, and not jointly and severally, obligated to purchase, on a pro rata basis to their respective percentages as aforesaidbetween themselves or in such other proportions as they may agree upon, all all, but not less than all all, of the Offered Shares not purchased by the Defaulting Underwriter, and to receive the Defaulting Underwriter’s portion of the Underwriting Fee in respect thereof, and such non-defaulting Underwriters shall have the right, by notice to the Company, to postpone the Closing Date or Option Closing Date, as the case may be, by not more than three Business Days to effect such purchase. In the event that the percentage of Offered Shares that have not been purchased by a Defaulting Underwriter represents more than 10% of the aggregate Offered Shares, the other Underwriters will have the right, but will not be obligated, to purchase all of the percentage of the Offered Shares Debentures which would otherwise have been purchased by the Defaulting Underwriter; Underwriters which fail to purchase. In the event that either or both of the Co-Lead Underwriters exercising such right will fails or refuses to purchase such Offered Sharesits respective percentage of the Debentures set forth above in Section 15(a), if applicablethe remaining Underwriters shall have the right, but not the obligation, to purchase severally, on a pro rata to their respective percentages aforesaid basis as between themselves or in such other proportions as they may agree upon, all, but not less than all, of the Debentures which would otherwise agreehave been purchased by the Underwriters which fail to purchase. In the event that any such right is not exercised, the case either a non-defaulting Underwriter or the Corporation shall have the right to postpone the Closing Time for such period, not exceeding five Business Days, in order that the required changes, if any, in the Prospectus Supplement or in any other documents or arrangements may be effected. If any non-defaulting Underwriter elects not to exercise such right and no other non-defaulting Underwriter elects to exercise such right so as to assume the entire obligations of the defaulting Underwriters and arrangements satisfactory to the Co-Lead Underwriters (on behalf of the Underwriters) and the Corporation for the purchase of such Debentures are not made within 48 hours after such default, then (i) each non-defaulting Underwriter shall be relieved of all obligations entitled, by notice to the Company arising Corporation, to terminate, without liability, its obligation to purchase its original percentage of the Debentures and (ii) the Corporation shall have the right to terminate their obligations hereunder without liability on its part except under paragraphs 10, 11 and 12 hereof in respect of non-defaulting Underwriters. Any action taken under this paragraph 15(b) shall not relieve any defaulting Underwriter from liability in respect of any default by such default. Underwriter under this Agreement. (c) Nothing in this section paragraph 15 shall oblige obligate the Company Corporation to sell to one or any of the Underwriters less than all of the Offered Shares Debentures or shall relieve any Underwriter in default from liability to the Company Corporation or to any Underwriter which non-defaulting Underwriters in respect of its default hereunder. In the event of a termination by the Corporation of their obligations under this Agreement, there shall be so no further liability on the part of the Corporation to the Underwriters except in defaultrespect of any liability which may have arisen or may thereafter arise under paragraphs 10, 11 and 12.

Underwriters’ Obligations. (1) Subject to the terms of this Agreement, the Underwriters’ ' obligations under this Agreement to purchase the Offered Shares shall be several and not joint and several and the liability of each of the Underwriters to purchase the Offered Shares shall be limited to the following percentages of the purchase price paid for the Offered Shares: BMO Xxxxxxx Xxxxx Canaccord Genuity LLC 45% Deutsche Bank Securities Inc. 40.014% Evercore Group L.L.C. 14% Sxxxxx, Xxxxxxxx & Company, Incorporated 14% National Bank Financial Inc. 35.0% CIBC World Markets Inc. 10.0% Canaccord Genuity Corp. 5.010% Cormark Securities Inc. 5.0% RBC Dominion Securities Inc. 5.03% (2) If any one or more of the Underwriters fails to purchase its or their applicable percentage of the Offered Shares at the Closing Time or at the Option Closing Time, as the case may be, and if the aggregate number of Firm Shares not purchased is: (a “Defaulting Underwriter”a) and less than or equal to 10% of the percentage of Offered Firm Shares that have not been agreed to be purchased by the Defaulting Underwriter represents 10% or less Underwriters pursuant to this Agreement, then each of the Offered Shares then the other Underwriters will shall be severally, and not jointly and severally, obligated to purchasepurchase severally the Firm Shares not taken up, on a pro rata basis or as they may otherwise agree as between themselves; and (b) greater than 10% of the Firm Shares agreed to be purchased by the Underwriters pursuant to this Agreement, then the remaining Underwriters shall not be obligated to purchase such Firm Shares, however, the remaining Underwriters shall have the right, exercisable at their respective percentages option, to purchase on a pro rata basis (or on such other basis as aforesaidmay be agreed to by the remaining Underwriters) all, all but not less than all all, of the Offered Firm Shares not which would otherwise have been purchased by the Defaulting Underwriter, defaulting Underwriter or Underwriters and to receive the Defaulting defaulting Underwriter’s 's portion of the Underwriting Fee in respect thereof, ; and such the non-defaulting Underwriters shall have the right, by notice to the CompanyCorporation, to postpone the Closing Date or Option Closing Date, as the case may be, by not more than three Business Days to effect such purchase. In the event that the percentage of Offered Shares that have not been purchased by a Defaulting Underwriter represents more than 10% of the aggregate Offered Shares, the other Underwriters will have the right, but will not be obligated, to purchase all of the percentage of the Offered Shares which would otherwise have been purchased by the Defaulting Underwriter; the Underwriters exercising such right will purchase such Offered Shares, if applicable, pro rata to their respective percentages aforesaid or in such other proportions as they may otherwise agree. . (3) In the event that such right in Section 22(2)(b) is not exercised, the non-defaulting Underwriter or Underwriters which are able and willing to purchase shall be relieved of all obligations to the Company arising from such default. Corporation on submission to the Corporation of reasonable evidence of its or their ability and willingness to fulfil its or their obligations hereunder at the Closing Time. (4) Nothing in this section paragraph shall oblige the Company Corporation to sell to any or all of the Underwriters less than all of the Offered Firm Shares or Additional Shares with respect to which the Over-Allotment Option is exercised, as applicable, or relieve from liability to the Company Corporation any Underwriter which shall be so in default.

Underwriters’ Obligations. (1) Subject to the terms of this Agreement, the Underwriters’ obligations under this Agreement to purchase the Offered Shares shall be several and not joint and several and the liability of each of the Underwriters to purchase the Offered Shares shall be limited to the following percentages of the purchase price paid for the Offered Shares: RBC Dominion Securities Inc. 15.0 % BMO Xxxxxxx Xxxxx Inc. 40.015.0 % CIBC World Markets Inc. 15.0 % Scotia Capital Inc. 15.0 % Xxxxxxx Xxxxx Canada Inc. 7.5 % TD Securities Inc. 7.5 % National Bank Financial Inc. 35.0% CIBC World Markets Inc. 10.06.0 % Canaccord Genuity Corp. 5.03.0 % Cormark GMP Securities L.P. 3.0 % HSBC Securities (Canada) Inc. 5.03.0 % RBC Dominion Macquarie Capital Markets Canada Ltd. 3.0 % Xxxxxx Xxxxxxx Canada Limited 2.0 % Xxxxxxx Xxxxx Ltd. 2.0 % Dundee Securities Ltd. 1.0 % Xxxxxxx Sachs Canada Inc. 5.01.0 % Mizuho Securities USA Inc. 1.0 % (2) If any one or more of the Underwriters fails to purchase its or their applicable percentage of the Offered Shares at the Closing Time or at the Option Closing Time, as the case may be, and if the aggregate number of Firm Shares not purchased is: (a “Defaulting Underwriter”a) and less than or equal to 10% of the percentage of Offered Firm Shares that have not been agreed to be purchased by the Defaulting Underwriter represents 10% or less Underwriters pursuant to this Agreement, then each of the Offered Shares then the other Underwriters will shall be severally, and not jointly and severally, obligated to purchasepurchase severally the Firm Shares not taken up, on a pro rata basis or as they may otherwise agree as between themselves; and (b) greater than 10% of the Firm Shares agreed to be purchased by the Underwriters pursuant to this Agreement, then the remaining Underwriters shall not be obligated to purchase such Firm Shares, however, the remaining Underwriters shall have the right, exercisable at their respective percentages option, to purchase on a pro rata basis (or on such other basis as aforesaidmay be agreed to by the remaining Underwriters) all, all but not less than all all, of the Offered Firm Shares not which would otherwise have been purchased by the Defaulting Underwriter, defaulting Underwriter or Underwriters and to receive the Defaulting defaulting Underwriter’s portion of the Underwriting Fee in respect thereof, ; and such the non-defaulting Underwriters shall have the right, by notice to the CompanyCorporation, to postpone the Closing Date or Option Closing Date, as the case may be, by not more than three Business Days to effect such purchase. In the event that the percentage of Offered Shares that have not been purchased by a Defaulting Underwriter represents more than 10% of the aggregate Offered Shares, the other Underwriters will have the right, but will not be obligated, to purchase all of the percentage of the Offered Shares which would otherwise have been purchased by the Defaulting Underwriter; the Underwriters exercising such right will purchase such Offered Shares, if applicable, pro rata to their respective percentages aforesaid or in such other proportions as they may otherwise agree. . (3) In the event that such right in Section 22(2)(b) is not exercised, the non-defaulting Underwriter or Underwriters which are able and willing to purchase shall be relieved of all obligations to the Company arising from such default. Corporation on submission to the Corporation of reasonable evidence of its or their ability and willingness to fulfil its or their obligations hereunder at the Closing Time. (4) Nothing in this section paragraph shall oblige the Company Corporation to sell to any or all of the Underwriters less than all of the Offered Firm Shares or Additional Shares with respect to which the Over-Allotment Option is exercised, as applicable, or relieve from liability to the Company Corporation any Underwriter which shall be so in default.

Underwriters’ Obligations. (1) Subject to the terms of this Agreement, the Underwriters’ obligations under this Agreement to purchase the Offered Shares shall be several and not joint and several and the liability of each of the Underwriters to purchase the Offered Shares shall be limited to the following percentages of the purchase price paid for the Offered Shares: BMO Xxxxxxx Xxxxx Inc. 40.0(1) 35.0 % Xxxxxxx Xxxxx Ltd. (1) 35.0 % Canaccord Genuity Corp. 5.0 % X.X. Xxxxxxxxxx & Co., LLC 5.0 % National Bank Financial Inc. 35.05.0 % CIBC World Markets Xxxx Canada Inc. 10.05.0 % Canaccord Genuity Corp. 5.0% Cormark TD Securities Inc. 5.05.0 % RBC Dominion Securities Scotia Capital Inc. 5.05.0 % 100.0 % (1) Joint bookrunners: 5% work fee split 50% to BMO Xxxxxxx Xxxxx Inc. and 50% Xxxxxxx Xxxxx Ltd. (2) If any of the Underwriters fails to purchase its applicable percentage of the Offered Shares at the Closing Time or the Option Closing Time, as the case may be, (a “Defaulting Underwriter”) and the percentage of Offered Shares that have not been purchased by the Defaulting Underwriter represents 10% or less of the Offered Shares then the other Underwriters will be severally, and not jointly and severally, obligated to purchase, on a pro rata basis to their respective percentages as aforesaid, all but not less than all of the Offered Shares not purchased by the Defaulting Underwriter, and to receive the Defaulting Underwriter’s portion of the Underwriting Fee in respect thereof, and such non-defaulting Defaulting Underwriters shall have the right, by notice to the CompanyCorporation, to postpone the Closing Date or Option Closing Date, as the case may be, by not more than three Business Days to effect such purchase. In the event that the percentage of Offered Shares that have not been purchased by a Defaulting Underwriter represents more than 10% of the aggregate Offered Shares, the other Underwriters will have the right, but will not be obligated, to purchase all of the percentage of the Offered Shares which would otherwise have been purchased by the Defaulting Underwriter; the Underwriters exercising such right will purchase such Offered Shares, if applicable, pro rata to their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that such right is not exercised, the non-defaulting Defaulting Underwriters shall be relieved of all obligations to the Company Corporation arising from such default. Nothing in this section shall oblige the Company Corporation to sell to the Underwriters less than all of the Offered Shares or relieve from liability to the Company Corporation any Underwriter which shall be so in default.

Underwriters’ Obligations. (1) Subject to the terms of this Agreement, the Underwriters’ obligations under this Agreement to purchase the Offered Shares shall be several and not joint and several and the liability of each of the Underwriters to purchase the Offered Shares shall be limited to the following percentages of the purchase price paid for the Offered Shares: BMO Xxxxxxx Xxxxx Inc. 40.028 % National Bank Financial RBC Dominion Securities Inc. 35.028 % GMP Securities L.P. 19 % Xxxxxxx Xxxxx Ltd. 10 % Xxxxxx Xxxxxxxx Canada Inc. 10 % CIBC World Markets Inc. 10.0% Canaccord Genuity Corp. 5.03 % Cormark Securities Inc. 5.0% RBC Dominion Securities Inc. 5.02 % (2) If any of the Underwriters fails to purchase its applicable percentage of the Offered Shares at the Closing Time or the Option Closing Time, as the case may be, (a “Defaulting Underwriter”) and the percentage of Offered Shares that have not been purchased by the Defaulting Underwriter represents 10% or less of the Offered Shares then the other Underwriters will who shall be severallywilling and able to purchase their applicable percentage of the Firm Shares or Additional Shares, and as the case may be, shall have the right, but not jointly and severallythe obligation, obligated to purchase, on a pro rata basis to their respective percentages as aforesaidbasis, all but not less than all of the Offered Shares not purchased by the Defaulting defaulting Underwriter, and to receive the Defaulting defaulting Underwriter’s portion of the Underwriting Fee in respect thereof, and such non-defaulting Underwriters shall have the right, by notice to the CompanyCorporation, to postpone the Closing Date or Option Closing Date, as the case may be, by not more than three Business Days to effect such purchase. In the event that the percentage of Offered Shares that have not been purchased by a Defaulting Underwriter represents more than 10% of the aggregate Offered Shares, the other Underwriters will have the right, but will not be obligated, to purchase all of the percentage of the Offered Shares which would otherwise have been purchased by the Defaulting Underwriter; the Underwriters exercising such right will purchase such Offered Shares, if applicable, pro rata to their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that such right is not exercised, the non-defaulting other Underwriters that are not in default shall be relieved of all obligations to the Company arising from Corporation and the Corporation shall not be obligated to sell less than all the Firm Shares or Additional Shares with respect to which the Over-Allotment Option is exercised, as the case may be, and the Corporation shall be entitled to terminate its obligations under this Agreement except for those under Section 9, Section 10 and Section 17 hereof, provided that in the case of Additional Shares, such defaulttermination shall apply only with respect to such Additional Shares and not to any Firm Shares. Nothing in this section paragraph shall oblige the Company Corporation to sell to any or all of the Underwriters less than all of the Offered Firm Shares or Additional Shares with respect to which the Over-Allotment Option is exercised, as applicable, or relieve from liability to the Company Corporation any Underwriter which shall be so in default.

Underwriters’ Obligations. (1) Subject to the terms of this Agreement, the The Underwriters’ obligations under this Agreement to purchase the Offered Shares shall be several and not joint and several joint, and the liability of each of the Underwriters to purchase the Offered Shares Underwriters’ respective obligations and rights and benefits hereunder shall be limited as to the following percentages of the purchase price paid for the Offered Sharespercentages: BMO Paradigm Capital Inc. - 70% Canaccord Capital Corp. - 10% MGI Securities Inc. - 10% Xxxxxxx Xxxxx Inc. 40.0Ltd. - 10% National Bank Financial Inc. 35.0% CIBC World Markets Inc. 10.0% Canaccord Genuity Corp. 5.0% Cormark Securities Inc. 5.0% RBC Dominion Securities Inc. 5.0% (2) If any of the Underwriters fails to purchase its applicable percentage of the Offered Shares at the Closing Time or the Option Closing Time, as the case may be, an Underwriter (a “Defaulting Refusing Underwriter”) shall not complete the purchase and the percentage of Offered Shares that have not been purchased by the Defaulting Underwriter represents 10% or less sale of the Offered Underwritten Shares then which such Underwriter has agreed to purchase hereunder for any reason whatsoever, the other Underwriters will (the “Continuing Underwriters”) shall be severallyentitled, and not jointly and severallyat their option, obligated to purchase, on a pro rata basis to their respective percentages as aforesaid, purchase all but not less than all of the Offered Shares not purchased by the Defaulting Underwriter, and to receive the Defaulting Underwriter’s portion of the Underwriting Fee in respect thereof, and such non-defaulting Underwriters shall have the right, by notice to the Company, to postpone the Closing Date or Option Closing Date, as the case may be, by not more than three Business Days to effect such purchase. In the event that the percentage of Offered Shares that have not been purchased by a Defaulting Underwriter represents more than 10% of the aggregate Offered Shares, the other Underwriters will have the right, but will not be obligated, to purchase all of the percentage of the Offered Underwritten Shares which would otherwise have been purchased by the Defaulting Underwriter; the Underwriters exercising such right will purchase such Offered Shares, if applicable, Refusing Underwriter pro rata according to their respective percentages aforesaid the number of Underwritten Shares to have been acquired by the Continuing Underwriters hereunder or in such other proportions proportion as they may otherwise agree. In the event that such right is not exercised, the non-defaulting Continuing Underwriters shall be relieved agree in writing. If the Continuing Underwriters do not elect to purchase the balance of all obligations the Underwritten Shares pursuant to the Company arising from such default. Nothing in this section foregoing: (a) the Continuing Underwriters shall oblige not be obliged to purchase any of the Company Underwritten Shares that any Refusing Underwriter is obligated to purchase; and (b) the Corporation shall not be obliged to sell to the Underwriters less than all of the Offered Shares Underwritten Shares, and the Corporation shall be entitled to terminate its obligations under this Agreement arising from its acceptance of this offer, in which event there shall be no further liability on the part of the Corporation or relieve from liability the Continuing Underwriters, except pursuant to the Company provisions of paragraph 16 hereof. Nothing in this Agreement shall oblige any Underwriter which shall be so in defaultU.S. Affiliate to purchase any Underwritten Shares.

Underwriters’ Obligations. (1) Subject to the terms of this Agreement, the Underwriters’ obligations under this Agreement to purchase the Offered Shares shall be several and not joint and several and the liability of each of the Underwriters to purchase the Offered Shares shall be limited to the following percentages of the purchase price paid for the Offered Shares: BMO Xxxxxxx Xxxxx Inc. 40.0% National Bank Financial Inc. 35.0% CIBC World Markets Inc. 10.0% Canaccord Genuity Corp. 5.0% Cormark Securities Inc. 5.080 % RBC Dominion Securities Inc. 5.020 % (2) If any of the Underwriters fails to purchase its applicable percentage of the Offered Shares at the Closing Time or the Option Closing Time, as the case may be, (a “Defaulting Underwriter”) and the percentage of Offered Shares that have not been purchased by the Defaulting Underwriter represents 10% or less of the Offered Shares then the other Underwriters will who shall be severallywilling and able to purchase their applicable percentage of the Firm Shares or Additional Shares, and as the case may be, shall have the right, but not jointly and severallythe obligation, obligated to purchase, on a pro rata basis to their respective percentages as aforesaidbasis, all but not less than all of the Offered Shares not purchased by the Defaulting defaulting Underwriter, and to receive the Defaulting defaulting Underwriter’s portion of the Underwriting Fee in respect thereof, and such non-defaulting Underwriters shall have the right, by notice to the CompanyCorporation, to postpone the Closing Date or Option Closing Date, as the case may be, by not more than three Business Days to effect such purchase. In the event that the percentage of Offered Shares that have not been purchased by a Defaulting Underwriter represents more than 10% of the aggregate Offered Shares, the other Underwriters will have the right, but will not be obligated, to purchase all of the percentage of the Offered Shares which would otherwise have been purchased by the Defaulting Underwriter; the Underwriters exercising such right will purchase such Offered Shares, if applicable, pro rata to their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that such right is not exercised, the non-defaulting other Underwriters that are not in default shall be relieved of all obligations to the Company arising from Corporation and the Corporation shall not be obligated to sell less than all the Firm Shares or Additional Shares with respect to which the Over-Allotment Option is exercised, as the case may be, and the Corporation shall be entitled to terminate its obligations under this Agreement except for those under Section 9, Section 10 and Section 17 hereof, provided that in the case of Additional Shares, such defaulttermination shall apply only with respect to such Additional Shares and not to any Firm Shares. Nothing in this section paragraph shall oblige the Company Corporation to sell to any or all of the Underwriters less than all of the Offered Firm Shares or Additional Shares with respect to which the Over-Allotment Option is exercised, as applicable, or relieve from liability to the Company Corporation any Underwriter which shall be so in default.

Underwriters’ Obligations. (1) Subject to the terms of this Agreement, the The Underwriters’ obligations under this Agreement to purchase the Offered Shares shall be several and not joint and several joint, and the liability of each of the Underwriters to purchase the Offered Shares Underwriters’ respective obligations and rights and benefits hereunder shall be limited as to the following percentages of the purchase price paid for the Offered Sharespercentages: BMO Xxxxxxx Xxxxx Canaccord Genuity Corp. - 38.9 % CIBC World Markets Inc. 40.0- 38.9 % Paradigm Capital Inc. - 11.1 % National Bank Financial Inc. 35.0- 5.5 % CIBC World Markets Xxxxxx Xxxxxxxxx Limited - 2.8 % NCP Northland Capital Partners Inc. 10.0- 2.8 % Canaccord Genuity Corp. 5.0% Cormark Securities Inc. 5.0% RBC Dominion Securities Inc. 5.0% (2) If any of the Underwriters fails to purchase its applicable percentage of the Offered Shares at the Closing Time or the Option Closing Time, as the case may be, an Underwriter (a “Defaulting Refusing Underwriter”) shall not complete the purchase and the percentage of Offered Shares that have not been purchased by the Defaulting Underwriter represents 10% or less sale of the Offered Shares then Convertible Debentures which such Underwriter has agreed to purchase hereunder for any reason whatsoever, the other Underwriters will (the “Continuing Underwriters”) shall be severallyentitled, and not jointly and severallyat their option, obligated to purchase, on a pro rata basis to their respective percentages as aforesaid, purchase all but not less than all of the Offered Shares not purchased by the Defaulting Underwriter, and to receive the Defaulting Underwriter’s portion of the Underwriting Fee in respect thereof, and such non-defaulting Underwriters shall have the right, by notice to the Company, to postpone the Closing Date or Option Closing Date, as the case may be, by not more than three Business Days to effect such purchase. In the event that the percentage of Offered Shares that have not been purchased by a Defaulting Underwriter represents more than 10% of the aggregate Offered Shares, the other Underwriters will have the right, but will not be obligated, to purchase all of the percentage of the Offered Shares Convertible Debentures which would otherwise have been purchased by the Defaulting Underwriter; the Underwriters exercising such right will purchase such Offered Shares, if applicable, Refusing Underwriter pro rata according to their respective percentages aforesaid the number of Convertible Debentures to have been acquired by the Continuing Underwriters hereunder or in such other proportions proportion as they may otherwise agree. In the event that such right is not exercised, the non-defaulting Continuing Underwriters shall be relieved of all obligations agree in writing. Subject to the Company arising from such default. Nothing in this section immediately following paragraph, if the Continuing Underwriters do not elect to purchase the balance of the Convertible Debentures pursuant to the foregoing: (a) the Continuing Underwriters shall oblige not be obliged to purchase any of the Company Convertible Debentures that any Refusing Underwriter is obligated to purchase; and (b) the Corporation shall not be obliged to sell to the Underwriters less than all of the Offered Shares Convertible Debentures, and the Corporation shall be entitled to terminate its obligations under this Agreement arising from its acceptance of this offer, in which event there shall be no further liability on the part of the Corporation or relieve from liability the Continuing Underwriters, except pursuant to the Company provisions of Sections 16 and 17 hereof. Nothing in this Agreement shall oblige any Underwriter which U.S. Affiliate to purchase any Offered Debentures. Notwithstanding the foregoing paragraph, the Continuing Underwriters shall be so obligated to purchase all but not less than all of the Convertible Debentures which would otherwise have been purchased by any Refusing Underwriter pro rata according to the number of Convertible Debentures to have been acquired by the Continuing Underwriters hereunder or in defaultsuch proportion as the Continuing Underwriters shall agree in writing if the aggregate applicable percentage that was to be purchased by each Refusing Underwriter is less than twenty percent (20%) of the aggregate number of Convertible Debentures to be sold under the Offering; provided, however, that nothing contained in this Section 19 shall limit an Underwriters right to otherwise terminate its obligations in accordance with the terms and conditions of this Agreement.

Underwriters’ Obligations. (1) Subject to the terms of this Agreement, the The Underwriters’ obligations under this Agreement to purchase the Offered Shares shall be several and not joint and several joint, and the liability of each of the Underwriters to purchase the Offered Shares Underwriters’ respective obligations and rights and benefits hereunder shall be limited as to the following percentages of (“Relevant Proportions”): GMP Securities L.P. 50 % Scotia Capital Inc. 50 % If an Underwriter (a “Refusing Underwriter”) shall not complete the purchase price paid for the Offered Shares: BMO Xxxxxxx Xxxxx Inc. 40.0% National Bank Financial Inc. 35.0% CIBC World Markets Inc. 10.0% Canaccord Genuity Corp. 5.0% Cormark Securities Inc. 5.0% RBC Dominion Securities Inc. 5.0% (2) If any of the Underwriters fails to purchase its applicable percentage and sale of the Offered Shares at Securities which such Underwriter has agreed to purchase hereunder for any reason whatsoever, the Closing Time or other Underwriter (the Option Closing Time, as the case may be, (a “Defaulting Continuing Underwriter”) and the percentage of Offered Shares that have not been purchased by the Defaulting Underwriter represents 10% or less of the Offered Shares then the other Underwriters will shall be severallyentitled, and not jointly and severallyat its option, obligated to purchase, on a pro rata basis to their respective percentages as aforesaid, purchase all but not less than all of the Offered Shares not purchased by the Defaulting Underwriter, and to receive the Defaulting Underwriter’s portion of the Underwriting Fee in respect thereof, and such non-defaulting Underwriters shall have the right, by notice to the Company, to postpone the Closing Date or Option Closing Date, as the case may be, by not more than three Business Days to effect such purchase. In the event that the percentage of Offered Shares that have not been purchased by a Defaulting Underwriter represents more than 10% of the aggregate Offered Shares, the other Underwriters will have the right, but will not be obligated, to purchase all of the percentage of the Offered Shares Securities which would otherwise have been purchased by such Refusing Underwriter. If the Defaulting Underwriter; Continuing Underwriter does not elect to purchase the Underwriters exercising such right will purchase such balance of the Offered Shares, if applicable, pro rata to their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that such right is not exercised, the non-defaulting Underwriters shall be relieved of all obligations Securities pursuant to the Company arising from such default. Nothing in this section foregoing: (a) the Continuing Underwriter shall oblige not be obliged to purchase any of the Offered Securities that any Refusing Underwriter is obligated to purchase; and (b) the Company shall not be obliged to sell to the Underwriters less than all of the Offered Shares Securities, (c) and the Company shall be entitled to terminate its obligations under this Agreement arising from its acceptance of this offer, in which event there shall be no further liability on the part of the Company or relieve from liability the Continuing Underwriter, except pursuant to the Company provisions of sections 12 and 13 hereof. Nothing in this Agreement shall oblige any U.S. Affiliate to purchase any Offered Securities. Notwithstanding the foregoing, the Refusing Underwriter which shall not be so in defaultentitled to the benefit of the provisions of sections 12 and 13 hereof following such termination.

Underwriters’ Obligations. (1) Subject to the terms of this Agreement, the The Underwriters’ obligations under this Agreement to purchase the Offered Shares shall be several and not joint and several joint, and the liability of each of the Underwriters to purchase the Offered Shares Underwriters’ respective obligations and rights and benefits hereunder shall be limited as to the following percentages of the purchase price paid for the Offered Shares: BMO Xxxxxxx Xxxxx Inc. 40.0% National Bank Financial Inc. 35.0% CIBC World Markets Inc. 10.0% Canaccord Genuity Corp. 5.0(″Relevant Proportions″): Mackie Research Capital Corporation 70% Cormark Securities Inc. 5.010% RBC Dominion Xxxxx Securities Inc. 5.0% Limited 5% Xxxxxx Xxxxxxxxx Limited 5% Macquarie Capital Markets Canada Ltd. 5% PI Financial Corp. 5% If an Underwriter (2a ″Refusing Underwriter″) If any shall not complete the purchase and sale of the Underwriters fails Special Warrants which such Underwriter has agreed to purchase its applicable percentage of the Offered Shares at the Closing Time or the Option Closing Timehereunder for any reason whatsoever, as the case may be, (a “Defaulting Underwriter”) and the percentage of Offered Shares that have not been purchased by the Defaulting Underwriter represents 10% or less of the Offered Shares then the other Underwriters will (the ″Continuing Underwriters″) shall be severallyentitled, and not jointly and severallyat their option, obligated to purchase, on a pro rata basis to their respective percentages as aforesaid, purchase all but not less than all of the Offered Shares not purchased by the Defaulting Underwriter, and to receive the Defaulting Underwriter’s portion of the Underwriting Fee in respect thereof, and such non-defaulting Underwriters shall have the right, by notice to the Company, to postpone the Closing Date or Option Closing Date, as the case may be, by not more than three Business Days to effect such purchase. In the event that the percentage of Offered Shares that have not been purchased by a Defaulting Underwriter represents more than 10% of the aggregate Offered Shares, the other Underwriters will have the right, but will not be obligated, to purchase all of the percentage of the Offered Shares Special Warrants which would otherwise have been purchased by the Defaulting Underwriter; the Underwriters exercising such right will purchase such Offered Shares, if applicable, Refusing Underwriter pro rata according to their respective percentages aforesaid the number of Special Warrants to have been acquired by the Continuing Underwriters hereunder or in such other proportions proportion as they may otherwise agree. In the event that such right is not exercised, the non-defaulting Continuing Underwriters shall be relieved agree in writing. If the Continuing Underwriters do not elect to purchase the balance of all obligations the Special Warrants pursuant to the Company arising from such default. Nothing in this section foregoing: (a) the Continuing Underwriters shall oblige not be obliged to purchase any of the Company Special Warrants that any Refusing Underwriter is obligated to purchase; and (b) the Corporation shall not be obliged to sell to the Underwriters less than all of the Offered Shares Special Warrants, and the Corporation shall be entitled to terminate its obligations under this Agreement arising from its acceptance of this offer, in which event there shall be no further liability on the part of the Corporation or relieve from liability the Continuing Underwriters, except pursuant to the Company any provisions of paragraphs 14, 15 and 16 hereof. Notwithstanding the foregoing, the Refusing Underwriter which shall not be so in defaultentitled to the benefit of the provisions of paragraphs 14, 15 and 16 hereof following such termination.

Underwriters’ Obligations. (1) Subject to the terms of this Agreement, the Underwriters’ obligations under this Agreement to purchase the Offered Shares shall be several several, and not joint and several several, and the liability of each of the Underwriters to purchase the Offered Shares shall be limited to the following percentages of the purchase price paid for the Offered Shares: BMO Xxxxxxx Xxxxx Inc. 40.0% National Bank Financial Inc. 35.0% CIBC World Markets Inc. 10.0% Canaccord Genuity Corp. 5.060% Cormark Securities BMO Nxxxxxx Bxxxx Inc. 5.020% RBC Dominion Securities Inc. 5.0HX Xxxxxxxxxx & Co., LLC 20% (2) If any of the Underwriters fails to purchase its applicable percentage of the Offered Shares at the Closing Time or the Option Closing Time, as the case may be, (a “Defaulting Underwriter”) and the percentage of Offered Shares that have not been purchased by the Defaulting Underwriter represents 10% or less of the Offered Shares then the other Underwriters will be severally, and not jointly and severally, obligated to purchase, on a pro rata basis to their respective percentages as aforesaid, all but not less than all of the Offered Shares not purchased by the Defaulting Underwriter, and to receive the Defaulting Underwriter’s portion of the Underwriting Fee in respect thereof, and such non-defaulting Underwriters shall have the right, by notice to the Company, to postpone the Closing Date or Option Closing Date, as the case may be, by not more than three Business Days to effect such purchase. In the event that the percentage of Offered Shares that have not been purchased by a Defaulting Underwriter represents more than 10% of the aggregate Offered Shares, the other Underwriters will have the right, but will not be obligated, to purchase all of the percentage of the Offered Shares which would otherwise have been purchased by the Defaulting Underwriter; the Underwriters exercising such right will purchase such Offered Shares, if applicable, pro rata to their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that such right is not exercised, the non-defaulting Underwriters shall be relieved of all obligations to the Company arising from such default. Nothing in this section shall oblige the Company to sell to the Underwriters less than all of the Offered Shares or relieve from liability to the Company any Underwriter which shall be so in default.

Underwriters’ Obligations. (1) Subject to the terms of this Agreement, the Underwriters’ obligations under this Agreement to purchase the Offered Shares shall be several and not joint and several and the liability of each of the Underwriters to purchase the Offered Shares shall be limited to the following percentages of the purchase price paid for the Offered Shares: BMO Xxxxxxx Xxxxx Inc. 40.0Inc.(1) 22.0 % National Bank Financial Inc. 35.0Inc.(1) 22.0 % Scotia Capital Inc.(1) 22.0 % ING Bank N.V. 9.0 % CIBC World Markets Inc. 10.07.0 % Canaccord Genuity Corp. 5.0Xxxxxxx Xxxxx Canada Inc. 7.0 % Cormark Xxxxxxxxxx Securities Inc. 5.02.5 % RBC Dominion Securities Inc. 5.02.0 % TD Securities Inc. 2.0 % Canaccord Genuity Corp. 1.5 % Cormark Securities Inc. 1.5 % Xxxxxxx Securities Inc. 1.5 % 100.0 % (1) Joint Bookrunner. 5% work fee split pro rata to BMO Xxxxxxx Xxxxx Inc., National Bank Financial Inc., and Scotia Capital Inc. (2) If any of In the Underwriters fails to purchase its applicable percentage of the Offered Shares event that an Underwriter shall at the Closing Time or the Option Closing Time, as the case may be, fail to purchase its percentage of the Firm Shares or Additional Shares as provided in Section 21(1) (a “Defaulting Non-Purchasing Underwriter”) ), whether upon the exercise of any termination rights or otherwise, and the percentage of Offered Firm Shares or Additional Shares that have not been purchased by the Defaulting Underwriter one or more Non-Purchasing Underwriters represents 10% or less of the Offered aggregate Firm Shares then or Additional Shares, the other Underwriters will shall be severally, severally and not jointly (or jointly and severally, ) obligated to purchase all of the Firm Shares or Additional Shares, as the case may be, that the Non-Purchasing Underwriter has failed to purchase; the Underwriters shall purchase such Firm Shares or Additional Shares, on a as the case may be, pro rata basis to their respective percentages as aforesaidprovided in Section 21(1) or in such other proportions as they may otherwise agree. In the event that the percentage of Firm Shares or Additional Shares that have not been purchased by one or more Non-Purchasing Underwriters represents in aggregate more than 10% of the aggregate Firm Shares or Additional Shares, all as the case may be, the other Underwriters shall have the right, but shall not less than be obligated, to purchase all of the Offered Firm Shares not or Additional Shares, as the case may be, which would otherwise have been purchased by the Defaulting UnderwriterNon-Purchasing Underwriters and the Underwriters exercising such right shall purchase such Firm Shares or Additional Shares, and as the case may be, pro rata to receive their respective percentages as provided in Section 21(1) or in such other proportions as they may otherwise agree. In the Defaulting Underwriter’s portion of event that the Underwriting Fee in respect thereofcontinuing Underwriters purchase more Offered Shares pursuant to this Section 21(2) than they otherwise would have pursuant to this Agreement, and such non-defaulting the continuing Underwriters shall have the right, by notice to the Company, to postpone the Closing Date Time or the Option Closing DateTime, as the case may be, by for such period not more than three exceeding five Business Days to effect such purchase. In as they shall determine and notify the event Company in order that the percentage of Offered Shares that have not been purchased by a Defaulting Underwriter represents more than 10% of the aggregate Offered Sharesrequired changes, the other Underwriters will have the right, but will not be obligatedif any, to purchase all of the percentage of the Offered Shares which would otherwise have been purchased by the Defaulting Underwriter; the Underwriters exercising such right will purchase such Offered Shares, if applicable, pro rata Offering Document or to their respective percentages aforesaid any other documents or in such other proportions as they arrangements may otherwise agree. In the event that such right is not exercised, the non-defaulting Underwriters shall be relieved of all obligations to the Company arising from such defaulteffected. Nothing in this section Section 21(2) shall oblige the Company to sell to the Underwriters less than all of the Offered Firm Shares or, in the event of the exercise of the Over-Allotment Option in whole or in part, the Additional Shares in respect of which the Over-Allotment Option has been exercised, or relieve from liability to the Company any Underwriter which shall be so in defaultdefault of its obligations under this Agreement. (3) Without affecting the firm obligation of the Underwriters to purchase from the Company the Firm Shares at the Offering Price in accordance with this Agreement (assuming due satisfaction of the terms and conditions contained in this Agreement), after the Underwriters have made reasonable effort to sell all of the Firm Shares at the Offering Price, the price payable by the Purchasers may be decreased by the Underwriters and further changed from time to time to an amount not greater than US$5.30 per Firm Share in compliance with applicable Canadian Securities Laws. In such case, the Underwriting Fee realized by the Underwriters will be decreased by the amount that the aggregate price paid by the Purchasers for the Firm Shares is less than the gross proceeds to be paid by the Underwriters to the Company for the Firm Shares and such reduced price sales will not affect the net proceeds to be received by the Company under the Offering.

Underwriters’ Obligations. (1) Subject to the terms of this Agreement, the Underwriters’ obligations under this Agreement to purchase the Offered Shares shall be several and not joint and several and the liability of each of the Underwriters to purchase the Offered Shares shall be limited to the following percentages of the purchase price paid for the Offered Shares: RBC Dominion Securities Inc. 24 % Scotia Capital Inc. 24 % CIBC World Markets Inc. 9 % X.X. Xxxxxx Securities Canada Inc. 9 % TD Securities Inc. 9 % BMO Xxxxxxx Xxxxx Inc. 40.08 % Xxxxxxx Xxxxx Canada Inc. 8 % Desjardins Securities Inc. 2 % National Bank Financial Inc. 35.02 % CIBC World Markets Paradigm Capital Inc. 10.02 % Canaccord Genuity Corp. 5.0Credit Suisse Securities (Canada) Inc. 1 % Cormark Eight Capital 1 % GMP Securities Inc. 5.0% RBC Dominion Securities Inc. 5.0L.P. 1 % (2) If any of the Underwriters fails to purchase its applicable percentage of the Offered Shares at the Closing Time or the Option Closing Time, as the case may be, (for purposes of this Section, a “Defaulting Underwriter”) and the percentage of Offered Shares that have not been purchased by the Defaulting Underwriter represents 10% or less of the Offered Shares then the other Underwriters will be severally, and not jointly and severally, obligated to purchase, on a pro rata basis to their respective percentages as aforesaid, all but not less than all of the Offered Shares not purchased by the Defaulting Underwriter, and to receive the Defaulting Underwriter’s portion of the Underwriting Fee in respect thereof, and such non-defaulting Underwriters shall have the right, by notice to the CompanyCorporation, to postpone the Closing Date or Option Closing Date, as the case may be, by not more than three Business Days to effect such purchase. In the event that the percentage of Offered Shares that have not been purchased by a Defaulting Underwriter represents more than 10% of the aggregate Offered Shares, the other Underwriters will have the right, but will not be obligated, to purchase all of the percentage of the Offered Shares which would otherwise have been purchased by the Defaulting Underwriter; the Underwriters exercising such right will purchase such Offered Shares, if applicable, pro rata to their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that such right is not exercised, the non-defaulting Underwriters shall be relieved of all obligations to the Company Corporation arising from such default. Nothing in this section shall oblige the Company Corporation to sell to the Underwriters less than all of the Offered Shares or relieve from liability to the Company Corporation any Underwriter which shall be so in default.

Underwriters’ Obligations. (1) Subject to the terms of this Agreement, the The Underwriters’ obligations under this Agreement to purchase the Offered Shares shall be several and not joint and several joint, and the liability of each of the Underwriters to purchase the Offered Shares Underwriters’ respective obligations and rights and benefits hereunder shall be limited as to the following percentages of the purchase price paid for the Offered Shares: BMO Xxxxxxx Xxxxx (each an “Underwriter Obligation”): Cormark Securities Inc. 40.0% National Bank Financial Inc. 35.0% CIBC World Markets Inc. 10.039.5 % Canaccord Genuity Corp. 5.039.5 % Cormark Securities BMO Nxxxxxx Bxxxx Inc. 5.07 % RBC Dominion Securities Inc. 5.0% Eight Capital 7 % Mackie Research Capital Corporation 7 % If an Underwriter (2a “Refusing Underwriter”) If any of shall not complete the Underwriters fails to purchase its applicable percentage and sale of the Offered Shares at the Closing Time or the Option Closing Timewhich such Underwriter has agreed to purchase hereunder for any reason whatsoever, as the case may be, (a “Defaulting Underwriter”) and the percentage of Offered Shares that have not been purchased by the Defaulting Underwriter represents 10% or less of the Offered Shares then the other Underwriters will (the “Continuing Underwriters”) shall, if the Underwriter Obligation of the Refusing Underwriter is greater than 10%, be severallyentitled, and not jointly and severallyat their option, obligated to purchase, on a pro rata basis to their respective percentages as aforesaid, purchase all but not less than all of the Offered Shares not purchased by the Defaulting Underwriter, and to receive the Defaulting Underwriter’s portion of the Underwriting Fee in respect thereof, and such non-defaulting Underwriters shall have the right, by notice to the Company, to postpone the Closing Date or Option Closing Date, as the case may be, by not more than three Business Days to effect such purchase. In the event that the percentage of Offered Shares that have not been purchased by a Defaulting Underwriter represents more than 10% of the aggregate Offered Shares, the other Underwriters will have the right, but will not be obligated, to purchase all of the percentage of the Offered Shares which would otherwise have been purchased by the Defaulting Underwriter; the Underwriters exercising such right will purchase such Offered Shares, if applicable, Refusing Underwriter pro rata according to their respective percentages aforesaid the number of Offered Shares to have been acquired by the Continuing Underwriters hereunder or in such other proportions proportion as they may otherwise agree. In the event that such right is not exercised, the non-defaulting Continuing Underwriters shall be relieved agree in writing. If the Underwriting Obligation of the Refusing Underwriter is 10% or less, then the Continuing Underwriters shall have the obligation to purchase all obligations to the Company arising from such default. Nothing in this section shall oblige the Company to sell to the Underwriters but not less than all of the Offered Shares or relieve from liability which would otherwise have been purchased by such Refusing Underwriter pro rata according to the number of Offered Shares to have been acquired by the Continuing Underwriters hereunder or in such proportion as the Continuing Underwriters shall agree in writing. If the Continuing Underwriters do not elect to purchase the balance of the Offered Shares pursuant to the foregoing: (a) the Continuing Underwriters shall not be obliged to purchase any of the Offered Shares that the Refusing Underwriter is obligated to purchase; and (b) the Company any Underwriter which shall not be obliged to sell less than all of the Offered Shares, (c) and the Company shall be so entitled to terminate its obligations under this Agreement arising from its acceptance of this offer, in defaultwhich event there shall be no further liability on the part of the Company or the Continuing Underwriters, except pursuant to the provisions of Sections 13, 14 and 15 of this Agreement.

Underwriters’ Obligations. (1) Subject to the terms of this Agreement, the Underwriters’ Underwriters obligations under this Agreement to purchase the Offered Shares Securities shall be several and not joint and several and the liability of each of the Underwriters to purchase the Offered Shares Securities shall be limited to the following percentages of the purchase price paid for the Offered SharesSecurities: BMO Xxxxxxx Xxxxx Inc. 40.0% National Bank Financial Inc. 35.0Eight Capital 60.0 % CIBC World Markets Inc. 10.015.0 % Canaccord Genuity Corp. 5.010.0 % Cormark Red Cloud Securities Inc. 5.010.0 % RBC Dominion Securities Inc. 5.0Mackie Research Capital Corporation 5.0 % 100.0 % (2) If any of the Underwriters fails to purchase its applicable percentage of the Offered Shares Securities at the Closing Time or the Option applicable Over-Allotment Closing Time, as the case may be, (a “"Defaulting Underwriter”") and the percentage of Offered Shares Securities that have not been purchased by the Defaulting Underwriter represents 10% or less of the Offered Shares Securities then the other Underwriters will be severally, and not jointly and severally, obligated to purchase, on a pro rata basis to their respective percentages as aforesaid, all but not less than all of the Offered Shares Securities not purchased by the Defaulting Underwriter, and to receive the Defaulting Underwriter’s 's portion of the Underwriting Fee in respect thereof, and such non-non- defaulting Underwriters shall have the right, by notice to the Company, to postpone the Closing Date or Option Over-Allotment Closing Date, as the case may be, by not more than three Business Days to effect such purchase. In the event that the percentage of Offered Shares Securities that have not been purchased by a Defaulting Underwriter represents more than 10% of the aggregate Offered SharesSecurities, the other Underwriters will have the right, but will not be obligated, to purchase all of the percentage of the Offered Shares Securities which would otherwise have been purchased by the Defaulting Underwriter; the Underwriters exercising such right will purchase such Offered SharesSecurities, if applicable, pro rata to their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that such right is not exercised, the non-defaulting Underwriters shall be relieved of all obligations to the Company arising from such default. Nothing in this section shall oblige the Company to sell to the Underwriters less than all of the Offered Shares Securities or relieve from liability to the Company any Underwriter which shall be so in default.

Underwriters’ Obligations. (1) Subject 11.1 The Underwriter represents, warrants and covenants to the terms Company and agrees that: (i) the Underwriter is a Qualified Institutional Buyer, with such knowledge and experience in financial and business matters as are necessary in order to evaluate the merits and risks of this Agreement, an investment in the Underwriters’ obligations under this Agreement Units; (ii) the Underwriter (A) is not acquiring the Units with a view to purchase any distribution thereof that would violate the Offered Shares shall be several and not joint and several and Securities Act or the liability securities laws of each any state of the Underwriters United States or any other applicable jurisdiction (B) will be reoffering and reselling the Shares and Warrants underlying the Units only to purchase (i) QIBs in reliance on the Offered exemption from the registration requirements of the Securities Act provided by Rule 144A and (ii) to Regulation S Investors in offshore transactions in reliance upon Regulation S under the Securities Act; and (iii) No form of general solicitation or general advertising (within the meaning of Regulation D under the Securiites Act) has been or will be used by the Initial Purchaser or any of its representatives in connection with the offer and sale of the Units, including, but not limited to, articles, notices or other communications published in any newspaper, magazine, or similar medium or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act. (iv) The Underwriter further (A) agrees that it will offer to sell the Units only to, and will solicit offers to buy the Units only from purchasers that the Underwriter reasonably believes are Qualified Institutional Buyers or Regulation S Investors, (B) acknowledges and agrees that, in the case of such Qualified Institutional Buyers or Regulation S Investors such Shares shall or Warrants underlying the Units or Shares underlying the Warrants will not have been registered under the Securities Act and may be limited resold, pledged or otherwise transferred only (x) (I) to a person whom the seller reasonably believes is a Qualified Institutional Buyer purchasing for its own account or is purchasing for the account of a Qualified Institutional Buyer in a transaction meeting the requirements of Rule 144A, (II) in an offshore transaction (as defined in Rule 902 under the Securities Act) meeting the requirements of Rule 904 under the Securities Act, (III) in a transaction meeting the requirements of Rule 144 under the Securities Act, (IV) to an institutional "Accredited Investor" as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act that, prior to such transfer, furnishes the Company an opinion of counsel or other documentation containing certain representations and agreements relating to the following percentages registration or transfer of the purchase price paid for Shares and Warrants underlying the Offered Shares: BMO Xxxxxxx Xxxxx Inc. 40.0% National Bank Financial Inc. 35.0% CIBC World Markets Inc. 10.0% Canaccord Genuity Corp. 5.0% Cormark Units that such transfer is in compliance with the Securities Inc. 5.0% RBC Dominion Securities Inc. 5.0% Act, (2V) If any in accordance with another exemption from the registration requirements of the Underwriters fails to purchase its applicable percentage Securities Act (and based upon an opinion of counsel if the Offered Shares at the Closing Time or the Option Closing Time, as the case may beCompany so requests), (a “Defaulting Underwriter”y) and the percentage of Offered Shares that have not been purchased by the Defaulting Underwriter represents 10% or less of the Offered Shares then the other Underwriters will be severally, and not jointly and severally, obligated to purchase, on a pro rata basis to their respective percentages as aforesaid, all but not less than all of the Offered Shares not purchased by the Defaulting Underwriter, and to receive the Defaulting Underwriter’s portion of the Underwriting Fee in respect thereof, and such non-defaulting Underwriters shall have the right, by notice to the Company, (z) pursuant to postpone an effective registration statement under the Closing Date Securities Act and, in each case, in accordance with any applicable securities laws of any state of the United States or Option any other applicable jurisdiction, and (C) that the holder will, and each subsequent holder is required to, notify any purchaser of the security evidenced thereby of the resale restrictions set forth in (B) above. (v) The Underwriter and its affiliates or any person acting on its or their behalf have not engaged or will not engage in any directed selling efforts within the meaning of Regulation S with respect to the Units. (vi) The sale of the Units offered and sold by the Underwriter pursuant hereto in reliance on Regulation S is not part of a plan or scheme to evade the registration provisions of the Securities Act. (vii) The Units offered and sold by the Underwriter pursuant hereto in reliance on Regulation S have been and will be offered and sold only in offshore transactions and will not be offered in Canada or to or for the benefit of a resident of Canada prior to 90 days following the original issue of the Shares and Warrants underlying the Units except pursuant to a prospectus qualifying the Shares and Warrants underlying the Units for sale under the securities laws of any province or territory of Canada or an exemption from the prospectus requirements under such security laws. (viii) The Underwriter agrees that (i) with respect to offers and sales outside the United States, it has complied and will comply with all applicable laws and regulations in each jurisdiction in which it acquires, offers, sells or delivers the Shares and Warrants underlying the Units or has in its possession any such other material and (ii) it has not offered or sold and will not offer or sell the Units in the United States or to, or for the benefit or account of, a U.S. Person (other than a distributor), in each case, as defined in Rule 902 under the Securities Act (A) as part of its distribution at any time and (B) otherwise until 40 days after the later of the commencement of the offering of the Units pursuant hereto and the Closing Date, other than in accordance with Regulation S or another exemption from the registration requirements of the Securities Act. The Underwriter agrees that, during such 40-day distribution compliance period, it will not cause any advertisement with respect to the Units (including any "tombstone" advertisement) to be published in any newspaper or periodical or posted in any public place and will not issue any circular relating to the Units, except such advertisements as permitted by and included in the case may bestatements required by Regulation S. (ix) The Underwriter agrees that, at or prior to confirmation of a sale of Units by not more than three Business Days it to effect any distributor, dealer or person receiving a selling concession, fee or other remuneration during the 40-day distribution compliance period referred to in Rule 903(c)(2) under the Securities Act, it will send to such purchase. In distributor, dealer or person receiving a selling concession, fee or other remuneration a confirmation or notice to substantially the event that the percentage of Offered Shares that following effect: "The Securities covered hereby have not been purchased by a Defaulting Underwriter represents more than 10% registered under the Securities Act of 1933, as amended (the "Securities Act"), and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. Persons (i) as part of your distribution at any time or (ii) otherwise until 40 days after the later of the aggregate Offered Sharescommencement of the Offering and the Closing Date, except in either case in accordance with Regulation S under the Securities Act (or Rule 144A or to Accredited Institutions in transactions that are exempt from the registration requirements of the Securities Act), and in connection with any subsequent sale by you of the Securities covered hereby in reliance on Regulation S during the period referred to above to any distributor, dealer or person receiving a selling concession, fee or other Underwriters will remuneration, you must deliver a notice to substantially the foregoing effect. Terms used above have the right, but will not be obligated, meanings assigned to purchase all of the percentage of the Offered Shares which would otherwise have been purchased by the Defaulting Underwriter; the Underwriters exercising such right will purchase such Offered Shares, if applicable, pro rata to their respective percentages aforesaid or them in such other proportions as they may otherwise agree. In the event that such right is not exercised, the non-defaulting Underwriters shall be relieved of all obligations to the Company arising from such default. Nothing in this section shall oblige the Company to sell to the Underwriters less than all of the Offered Shares or relieve from liability to the Company any Underwriter which shall be so in default.Regulation S."

Underwriters’ Obligations. (1a) Subject The rights and obligations of the Underwriters under this Agreement, including but not limited to the terms of right and obligation to purchase Offered Shares and the entitlement to the Commission, will be several (as distinguished from joint or joint and several) rights and obligations for each Underwriter. (b) Except as otherwise specifically provided in this Agreement, the Underwriters’ rights and obligations under this Agreement to purchase the Offered Shares shall be several and not joint and several and the liability of each of the Underwriters will be divided in the proportions in which the Underwriters participate in the Offering. (c) The Underwriters will participate in the Offering as follows, unless otherwise agreed to purchase between the Offered Shares shall be limited to the following percentages of the purchase price paid for the Offered SharesUnderwriters: BMO Xxxxxxx Xxxxx Securities Inc. 40.0% National Bank Financial Inc. 35.0% CIBC World Markets Inc. 10.0% Canaccord Genuity Corp. 5.0% Cormark Securities Inc. 5.0% RBC Dominion Securities Inc. 40.0% Laurentian Bank Securities Inc. 7.5% Canaccord Genuity Corp. 7.5% Xxxxxxx Xxxxx Ltd. 5.0% (2d) If any of In the Underwriters fails event that an Underwriter shall at the Closing Time fail to purchase (or arrange for purchase by Substituted Purchasers of) its applicable percentage of the Offered Shares at the Closing Time or the Option Closing Time, as the case may be, provided in 16(c) (a “Defaulting Non-Purchasing Underwriter”) ), whether upon the exercise of any termination rights or otherwise, and the percentage of Offered Shares that have not been purchased (or arranged for purchase) by the Defaulting Non-Purchasing Underwriter represents 105.0% or less of the Offered Shares then the other Underwriters will be severally, and not jointly and severally, obligated to purchase, on a pro rata basis to their respective percentages as aforesaid, all but not less than all of the Offered Shares not purchased by the Defaulting Underwriter, and to receive the Defaulting Underwriter’s portion of the Underwriting Fee in respect thereof, and such non-defaulting Underwriters shall have the right, by notice to the Company, to postpone the Closing Date or Option Closing Date, as the case may be, by not more than three Business Days to effect such purchase. In the event that the percentage of Offered Shares that have not been purchased by a Defaulting Underwriter represents more than 10% of the aggregate Offered Shares, the other Underwriters will have the rightshall be severally, but will and not be jointly, nor jointly and severally, obligated, to purchase (or arrange for purchase) all of the percentage of the Offered Shares which would otherwise have been purchased by that the Defaulting UnderwriterNon-Purchasing Underwriter has failed to purchase (or arrange for purchase); the Underwriters exercising such right will shall purchase (or arrange for purchase) such Offered Shares, if applicable, Shares pro rata to their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that the percentage of Offered Shares that have not been purchased (or arranged for purchase) by one or more Non-Purchasing Underwriters represents in aggregate more than 5.0% of the aggregate Offered Shares, the other Underwriters shall have the right, but shall not be obligated, to purchase (or arrange for purchase) all of the percentage of the Offered Shares which would otherwise have been purchased (or arranged for purchase) by the Non-Purchasing Underwriters; the Underwriters exercising such right is not exercised, the non-defaulting Underwriters shall be relieved of all obligations purchase (or arrange for purchase) such Offered Shares pro rata to the Company arising from their respective percentages aforesaid or in such defaultother proportions as they may otherwise agree. Nothing in this section 16(d) shall oblige the Company Corporation to sell to the Underwriters less than all of the Offered Shares or relieve from liability to the Company Corporation any Underwriter which shall be in default of its obligations under this Agreement. (e) Nothing in this Agreement shall oblige any United States registered broker-dealer affiliates of any of the Underwriters to purchase the Offered Shares. Any such U.S. affiliate who makes any offers or sales of the Offered Shares in the United States will do so solely as an agent for an Underwriter. (f) After a reasonable effort has been made to sell all of the Offered Shares at the Common Share Issue Price or the FT Issue Price, as applicable, the Underwriters may subsequently reduce the issue price to investors from time to time, provided that any such reduction in defaultthe Common Share Issue Price or the FT Issue Price, as applicable, shall not result in the Corporation realizing net proceeds (after deducting the Commission and the Underwriters’ expenses) from the issuance of the Offered Shares in an amount which is less than the amount the Corporation would have realized without any reduction in the issue price. If the aggregate purchase price paid by the FT Purchasers for the FT Shares is less than the aggregate FT Issue Price, the Corporation will only be permitted to renounce Canadian Exploration Expenses equal to such lesser aggregate price. The Underwriters will inform the Corporation if the Common Share Issue Price or the FT Issue Price is decreased.

Underwriters’ Obligations. (1a) Subject to the terms of this Agreement, the The Underwriters’ obligations under this Agreement to purchase the Offered Shares shall be several and not joint and several joint, and the liability of each of the Underwriters to purchase the Offered Shares Underwriters’ respective obligations and rights and benefits hereunder shall be limited as to the following percentages of the purchase price paid for the Offered Shares: BMO Xxxxxxx Xxxxx Inc. 40.0% National Bank Financial Inc. 35.0% CIBC World Markets Inc. 10.0% Canaccord Genuity Corp. 5.0(“Relevant Proportions”): GMP Securities L.P. 30 % Cormark Securities Inc. 5.030 % RBC Dominion Scotia Capital Inc. 30 % Dundee Securities Inc. 5.0Ltd. 5 % Xxxxxxx Xxxxx Ltd. 5 % (2b) If any of the Underwriters fails to purchase its applicable percentage of the Offered Shares at the Closing Time or the Option Closing Time, as the case may be, an Underwriter (a “Defaulting Refusing Underwriter”) shall not complete the purchase and the percentage of Offered Shares that have not been purchased by the Defaulting Underwriter represents 10% or less sale of the Offered Shares then which such Underwriter has agreed to purchase hereunder for any reason whatsoever, the other Underwriters will (each, a “Continuing Underwriter”) shall be severallyentitled, and not jointly and severallyat its option, obligated to purchase, on a pro rata basis to their respective percentages as aforesaid, purchase all but not less than all of the Offered Shares not purchased by the Defaulting Underwriter, and to receive the Defaulting Underwriter’s portion of the Underwriting Fee in respect thereof, and such non-defaulting Underwriters shall have the right, by notice to the Company, to postpone the Closing Date or Option Closing Date, as the case may be, by not more than three Business Days to effect such purchase. In the event that the percentage of Offered Shares that have not been purchased by a Defaulting Underwriter represents more than 10% of the aggregate Offered Shares, the other Underwriters will have the right, but will not be obligated, to purchase all of the percentage of the Offered Shares which would otherwise have been purchased by such Refusing Underwriter. If a Continuing Underwriter does not elect to purchase the Defaulting Underwriter; balance of the Underwriters exercising such right will purchase such Offered Shares, if applicable, pro rata to their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that such right is not exercised, the non-defaulting Underwriters shall be relieved of all obligations Shares pursuant to the Company arising from such default. Nothing in this section foregoing: (i) the Continuing Underwriter shall oblige not be obliged to purchase any of the Shares that any Refusing Underwriter is obligated to purchase; and (ii) the Company shall not be obliged to sell to the Underwriters less than all of the Offered Shares Shares, and the Company shall be entitled to terminate its obligations under this Agreement arising from its acceptance of this offer, in which event there shall be no further liability on the part of the Company or relieve from liability the Continuing Underwriter, except pursuant to the Company provisions of Sections 14 and 15 hereof. Nothing in this Agreement shall oblige any U.S. Affiliate to purchase any Shares. Notwithstanding the foregoing, the Refusing Underwriter which shall not be so in defaultentitled to the benefit of the provisions of Sections 14 and 15 hereof following such termination.

Underwriters’ Obligations. (1) 22.1 Subject to the terms of this Agreement, the Underwriters’ obligations under this Agreement to purchase the Offered Firm Shares shall be several (and not (i) joint or (ii) joint and several several) and the liability of each of the Underwriters to purchase the Offered Firm Shares shall be limited to the following percentages of the purchase price paid for the Offered Firm Shares: National Bank Financial Inc. 21 % BMO Xxxxxxx Xxxxx Inc. 40.021 % National Bank Financial Scotia Capital Inc. 35.012 % CIBC World Markets Inc. 10.010 % Cormark Securities Inc. 7 % Paradigm Capital Inc. 7 % Xxxxxxx Xxxxx Ltd. 7 % Canaccord Genuity Corp. 5.0% Cormark Securities Inc. 5.05 % RBC Dominion Securities Inc. 5.05 % TD Securities Inc. 5 % (2) 22.2 If any one or more of the Underwriters fails to purchase its or their applicable percentage of the Offered Shares at the Closing Time Date or at the Option Closing Time, Date as the case may be, be (a the “Defaulting Underwriter”), and if the aggregate number of Shares not purchased is: (a) and less than or equal to ten percent (10%) of the percentage Shares agreed to be purchased by the Underwriters pursuant to this Agreement, then each of Offered the other Underwriters shall be obligated to purchase severally the Shares that not taken up by the Defaulting Underwriter, in such proportions as they may agree among themselves; or (b) greater than ten percent (10%) of the Shares agreed to be purchased by the Underwriters pursuant to this Agreement, then the remaining Underwriters shall not be obligated to purchase such Shares not taken up by the Defaulting Underwriter; however, the remaining Underwriters shall have the right, exercisable in their sole discretion, to purchase such proportion of the Shares as may be agreed to among the remaining Underwriters all, but not less than all, of the Shares which would otherwise have been purchased by the Defaulting Underwriter represents 10% or less of Defaulting Underwriters (the Offered Shares then the other Underwriters will be severally, and not jointly and severally, obligated to purchase, on a pro rata basis to their respective percentages as aforesaid, all but not less than all of the Offered Shares not purchased by the Defaulting Underwriter, “Purchase Right”) and to receive an equivalent portion of the Defaulting Underwriter’s portion of the Underwriting Fee in respect thereof, and such . The non-defaulting Underwriters shall have the right, by notice to the Company, to postpone the Closing Date or Option Closing Date, as the case may be, by not more than three (3) Business Days to effect such purchase. the purchases set out in Section 22.2(a) or (b), applicable. 22.3 In the event that the percentage of Offered Shares that have not been purchased by a Defaulting Underwriter represents more than 10% some of the aggregate Offered SharesUnderwriters do not exercise the Purchase Right, the other Underwriter or Underwriters will have the right, but will not be obligated, which are able and willing to purchase all of the percentage of the Offered Shares which would otherwise have been purchased by the Defaulting Underwriter; the Underwriters exercising such right will purchase such Offered Shares, if applicable, pro rata to their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that such right is not exercised, the non-defaulting Underwriters shall be relieved of all obligations to the Company arising from such default. on submission to the Company of reasonable evidence of its or their ability and willingness to fulfil its or their obligations hereunder at the Closing Date. 22.4 Nothing in this section paragraph shall oblige the Company to sell to the Underwriters Underwriter less than all of the Offered Firm Shares or Additional Shares with respect to which the Over-Allotment Option is exercised, as applicable, or relieve from liability to the Company any the Underwriter which who shall be so in default.