Common use of UNDERWRITING PERCENTAGES Clause in Contracts

UNDERWRITING PERCENTAGES. 13.1 The obligations of the Underwriters hereunder, including the obligation to purchase Firm Shares and if the Over-Allotment Option is exercised, any obligation to purchase Option Shares at the Closing Time shall be several, and not joint, and shall be limited to the percentages of the aggregate percentage of the Firm Shares and Option Shares set out opposite the name of the Underwriters below: National Bank Financial Inc. 25.0% Desjardins Securities Inc. 14.0% Scotia Capital Inc. 14.0% Eight Capital 13.0% Canaccord Genuity Corp. 10.0% PI Financial Corp. 8.0% RBC Dominion Securities Inc. 6.0% Cormark Securities Inc. 5.0% BMO Xxxxxxx Xxxxx Inc. 3.0% Beacon Securities Limited 1.0% Xxxx Capital Partners, LLC 1.0% 13.2 In the event that any Underwriter shall at the Closing Time fail to purchase its percentage of the Firm Shares or Option Shares as provided in section 13.1 (a “Defaulting Underwriter”) and the percentage of Firm Shares or Option Shares that have not been purchased by the Defaulting Underwriter represents 5% or less of the aggregate Firm Shares or Option Shares, the other Underwriters shall be severally, and not jointly, nor jointly and severally, obligated, to purchase all of the Firm Shares and Option Shares that the Defaulting Underwriter has failed to purchase; the Underwriters shall purchase such Firm Shares and Option Shares pro rata to its respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that the percentage of Firm Shares or Option Shares that have not been purchased by a Defaulting Underwriter represents more than 5% of the aggregate Firm Shares or Option Shares, the other Underwriters shall have the right, but shall not be obligated, to purchase all of the percentage of the Firm Shares and Option Shares which would otherwise have been purchased by the Defaulting Underwriter; the Underwriter exercising such right shall purchase such Firm Shares and Option Shares, if applicable, pro rata to its respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that such right is not exercised, the others that are not in default shall be relieved of all obligations to the Corporation arising from such default. Nothing in this section shall oblige the Corporation to sell to the Underwriters less than all of the Firm Shares (or in the event of the exercise of the Over-Allotment Option in whole or in part, the Option Shares in respect of which the Over-Allotment Option has been exercised) or relieve from liability to the Corporation any Underwriter which shall be so in default.

UNDERWRITING PERCENTAGES. 13.1 8.1 The obligations of the Underwriters hereunder, including the obligation to purchase Firm Shares Units and if the Over-Allotment Option is exercised, any obligation to purchase Option Additional Common Shares and/or Additional Warrants at the Time of Closing Time shall be several, and not joint, and shall be limited to the percentages of the aggregate percentage of the Firm Units and Additional Common Shares and Option Shares and/or Additional Warrants set out opposite the name of the Underwriters below: National Bank Financial BMO Xxxxxxx Xxxxx Inc. 25.0% Desjardins Securities Inc. 14.0% Scotia Capital Inc. 14.0% Eight Capital 13.0% Canaccord Genuity Corp. 10.0% PI Financial Corp. 8.053.75 % RBC Dominion Securities Inc. 6.038.75 % Cormark Securities Inc. 5.0PI Financial Corp. 5 % BMO Xxxxxxx Xxxxx Inc. 3.0% Beacon Securities Limited 1.0% Xxxx Capital Partners, LLC 1.0Ltd. 2.5 % 13.2 8.2 In the event that any Underwriter shall at the Closing Time fail to purchase its applicable percentage of the Firm Units or Additional Common Shares or Option Shares as provided in section 13.1 (a “Defaulting Underwriter”) and and/or Additional Warrants, if applicable, at the percentage Time of Firm Shares or Option Shares that have not been purchased by Closing on the Defaulting Underwriter represents 5% or less of the aggregate Firm Shares or Option SharesClosing Date, the other Underwriters shall be severally, and not jointly, nor jointly and severally, obligated, to purchase all of the Firm Shares and Option Shares that the Defaulting Underwriter has failed to purchase; the Underwriters shall purchase such Firm Shares and Option Shares pro rata to its respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that the percentage of Firm Shares or Option Shares that have not been purchased by a Defaulting Underwriter represents more than 5% of the aggregate Firm Shares or Option Shares, the other Underwriters others shall have the right, but shall not be obligated, to purchase all of the percentage of the Firm Units and Additional Common Shares and Option Shares and/or Additional Warrants, if applicable, which would otherwise have been purchased by that one of the Defaulting UnderwriterUnderwriters which is in default; the Underwriter Underwriters exercising such right shall purchase such Firm Units and Additional Common Shares and Option Sharesand/or Additional Warrants, if applicable, pro rata to its their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that such right is not exercised, the others that which are not in default shall be relieved of all obligations to the Corporation arising from such default. Nothing in this section shall oblige the Corporation to sell to the Underwriters less than all of the Firm Shares Units (or in the event of the exercise of the Over-Allotment Option in whole or in part, the Option number of Additional Common Shares and/or Additional Warrants set out in respect of which the Over-Allotment Option has been exercisednotice delivered in accordance with Section 3.1) or relieve from liability to the Corporation any Underwriter which shall be so in default.

UNDERWRITING PERCENTAGES. 13.1 (a) The obligations obligation of the Underwriters hereunder, including the obligation to purchase Firm Shares the Units and if the Over-Allotment Option is exercised, any obligation to purchase Option Shares Additional Securities at the Closing Time on the Closing Date shall be several, and not joint, nor joint and several, and shall be limited as to the percentages of the aggregate percentage of the Firm Shares and Option Shares set out opposite the name of the Underwriters belowfollowing percentages: National Bank Financial Inc. 25.0% Desjardins Securities Inc. 14.0% Scotia Capital Inc. 14.0% Eight Capital 13.0% Canaccord Genuity Corp. 10.0% PI Financial Corp. 8.0% RBC Dominion Securities Inc. 6.045 % Cormark CIBC World Markets Inc. 25 % UBS Securities Canada Inc. 5.020 % BMO Xxxxxxx Xxxxx Inc. 3.0Ltd. 10 % Beacon Securities Limited 1.0% Xxxx Capital Partners, LLC 1.0100 % 13.2 (b) In the event that any Underwriter shall at the Closing Time fail to purchase its applicable percentage of the Firm Shares or Option Shares as provided in section 13.1 Units (a the “Defaulting UnderwriterDefaulted Securities”) at the Closing Time, the Underwriters shall have the right, within 36 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities, in such amounts as may be agreed upon and upon the percentage of Firm Shares or Option Shares that terms set forth herein. If, however, the Underwriters shall have not been purchased by completed such arrangements within such 36 hour period, then: (i) if the Defaulting Underwriter represents 5number of Defaulted Securities does not exceed 10% or less of the aggregate Firm Shares or Option Sharesnumber of Units to be purchased hereunder, the other non-defaulting Underwriters shall be obligated, each severally, and not jointly, nor jointly and severally, obligated, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligation of all non-defaulting Underwriters, or (ii) if the number of Defaulted Securities exceeds 10% of the Firm Shares and Option Shares that number of Units to be purchased on such date, this Agreement shall terminate without liability on the Defaulting part of any non-defaulting Underwriter. (c) No action taken pursuant to this Section 17 shall relieve any defaulting Underwriter has failed from liability in respect of its default to purchase; the Underwriters shall purchase such Firm Shares and Option Shares pro rata Corporation or to its respective percentages aforesaid or in such other proportions as they may otherwise agree. any non-defaulting Underwriter. (d) In the event that of any such default which does not result in a termination of this Agreement, either the percentage of Firm Shares Underwriters or Option Shares that have not been purchased by a Defaulting Underwriter represents more than 5% of the aggregate Firm Shares or Option Shares, the other Underwriters Corporation shall have the right, but shall right to postpone the Closing Time for a period not be obligated, exceeding seven (7) calendar days in order to purchase all of the percentage of the Firm Shares and Option Shares which would otherwise have been purchased by the Defaulting Underwriter; the Underwriter exercising such right shall purchase such Firm Shares and Option Shares, if applicable, pro rata to its respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that such right is not exercised, the others that are not in default shall be relieved of all obligations effect any required changes to the Corporation arising from such default. Nothing in this section shall oblige the Corporation to sell to the Underwriters less than all of the Firm Shares (or in the event of the exercise of the Over-Allotment Option in whole or in part, the Option Shares in respect of which the Over-Allotment Option has been exercised) or relieve from liability to the Corporation any Underwriter which shall be so in defaultOffering Documents.

UNDERWRITING PERCENTAGES. 13.1 8.1 The obligations of the Underwriters hereunder, including the obligation to purchase Firm the Flow-Through Shares and if the Over-Allotment Option is exercised, any obligation to purchase Option Additional Flow-Through Shares at the Closing Time shall be several, and not joint, and shall be limited to the percentages of the aggregate percentage of the Firm Flow- Through Shares and if the Over-Allotment Option is exercised, the aggregate percentage of the Additional Flow-Through Shares set out opposite the name of the Underwriters each Underwriter below: National Bank Financial Inc. 25.0% Desjardins Xxxxxxx Securities Inc. 14.0% Scotia Capital Inc. 14.0% Eight Capital 13.0% Canaccord Genuity Corp. 10.0% PI Financial Corp. 8.0% RBC Dominion Securities Inc. 6.0% Cormark Securities Inc. 5.0% BMO Xxxxxxx Xxxxx Inc. 3.070% Beacon Securities Limited 1.010% Xxxx BMO Capital PartnersMarkets 10% X.X. Xxxxxxxxxx & Co., LLC 1.010% 13.2 8.2 In the event that any Underwriter shall at the Closing Time fail to purchase its percentage of the Firm Shares or Option Shares Offered Securities as provided in section 13.1 8.1 (a “"Defaulting Underwriter”") and the percentage of Firm Shares or Option Shares Offered Securities that have has not been purchased by the Defaulting Underwriter represents 510% or less of the aggregate Firm Shares or Option SharesOffered Securities, the other Underwriters shall be severally, and not jointly, nor jointly and severally, obligated, to purchase all of the Firm Shares and Option Shares Offered Securities that the Defaulting Underwriter has failed to purchase; the Underwriters shall purchase such Firm Shares and Option Shares Offered Securities pro rata to its their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that the percentage of Firm Shares or Option Shares Offered Securities that have not been purchased by a Defaulting Underwriter represents more than 510% of the aggregate Firm Shares or Option SharesOffered Securities, the other Underwriters others shall have the right, but shall not be obligated, to purchase all of the percentage of the Firm Shares and Option Shares Offered Securities which would otherwise have been purchased by the Defaulting Underwriter; the Underwriter Underwriters exercising such right shall purchase such Firm Shares and Option SharesOffered Securities, if as applicable, pro rata to its their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that such right is not exercisedexercised fully, the others other Underwriters that are not in default shall not be relieved obligated to purchase any of all the Offered Securities in respect of which there has been a default and each such Underwriter shall have the right to either (i) terminate its obligations under this Agreement or (ii) proceed with the purchase of its percentage of Offered Securities as provided in section 8.1 and, in such case, the Company, shall sell such Offered Securities to the Corporation arising from such defaultUnderwriters in accordance with the terms of this Agreement. Nothing in this section shall oblige the Corporation Company to sell to the Underwriters less than all of the Firm Shares (or in the event aggregate amount of the exercise of the OverFlow-Allotment Option Through Shares. Nothing in whole or in part, the Option Shares in respect of which the Over-Allotment Option has been exercised) or this section shall relieve from liability to the Corporation Company any Underwriter which shall be so in default.

UNDERWRITING PERCENTAGES. 13.1 8.1 The obligations of the Underwriters hereunder, including the obligation to purchase Firm Common Shares and if the Over-Allotment Option is exercised, any obligation to purchase Option Over-Allotment Common Shares at the Closing Time shall be several, and not joint, and shall be limited to the percentages of the aggregate percentage of the Firm Common Shares and Option Over-Allotment Common Shares set out opposite the name of the Underwriters below: National Bank Financial Inc. 25.022.75% Desjardins Securities Inc. 14.020.75% Scotia Capital Cormark Securities Inc. 14.0% Eight Capital 13.0% Canaccord Genuity Corp. 10.015.00% PI Financial Corp. 8.015.00% RBC Dominion Securities Inc. 6.0% Cormark Securities Inc. 5.010.00% BMO Xxxxxxx Xxxxx Inc. 3.0Nesbitt Burns Xxx. 0.00% Xight Capital 5.00% Beacon Securities Limited 1.01.50% Xxxx Roth Capital PartnersPxxxxers, LLC 1.01.50% Scotia Capital Inc. 1.50% 100% 13.2 8.2 In the event that any Underwriter shall at the Closing Time fail to purchase its percentage of the Firm Common Shares or Option Over-Allotment Common Shares as provided in section 13.1 8.1 (a “"Defaulting Underwriter”") and the percentage of Firm Common Shares or Option Over-Allotment Common Shares that have not been purchased by the Defaulting Underwriter represents 5% or less of the aggregate Firm Common Shares or Option Over-Allotment Common Shares, the other Underwriters shall be severally, and not jointly, nor jointly and severally, obligated, to purchase all of the Firm Common Shares and Option Over-Allotment Common Shares that the Defaulting Underwriter has failed to purchase; the Underwriters shall purchase such Firm Common Shares and Option Over-Allotment Common Shares pro rata to its their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that the percentage of Firm Common Shares or Option Over-Allotment Common Shares that have not been purchased by a Defaulting Underwriter represents more than 5% of the aggregate Firm Common Shares or Option Over-Allotment Common Shares, the other Underwriters shall have the right, but shall not be obligated, to purchase all of the percentage of the Firm Common Shares and Option Over-Allotment Common Shares which would otherwise have been purchased by the Defaulting Underwriter; the Underwriter Underwriters exercising such right shall purchase such Firm Common Shares and Option Over-Allotment Common Shares, if applicable, pro rata to its their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that such right is not exercised, the others that are not in default shall be relieved of all obligations to the Corporation Company arising from such default. Nothing in this section shall oblige the Corporation Company to sell to the Underwriters less than all of the Firm Common Shares (or in the event of the exercise of the Over-Allotment Option in whole or in part, the Option Over-Allotment Common Shares in respect of which the Over-Allotment Option has been exercised) or relieve from liability to the Corporation Company any Underwriter which shall be so in default.

UNDERWRITING PERCENTAGES. 13.1 (a) The obligations of the Underwriters hereunder, including the Underwriters' obligation to purchase the Firm Shares and if the Over-Allotment Option is exercised, any obligation to purchase Option Shares Securities at the Closing Time (and the Option Securities, if any, at the Additional Closing Time) shall be severaljoint (and not solidary within the meaning of the Civil Code of Québec), and not joint, and the Underwriters' respective obligations in this respect shall be limited as to the percentages set forth in Schedule A of the aggregate amount of Firm Securities to be purchased at the Closing Time (or the Option Securities, if any, at the Additional Closing Time). (b) If one or more of the Underwriters shall fail or refuse to purchase its or their applicable percentages set forth in Schedule A of the aggregate amount of the Firm Securities at the Closing Time or, if applicable, the Option Securities at the Additional Closing Time, and the number of such Firm Securities or Option Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than 13.0% of the aggregate number of Firm Securities to be purchased at the Closing Time or, if applicable, the Option Securities at the Additional Closing Time, the non-defaulting Underwriters shall be obligated jointly (and not solidarily within the meaning of the Civil Code of Québec), in the proportions that the respective percentage set forth in Schedule A opposite their name bears to the aggregate of the percentages set forth opposite the names of all such non- defaulting Underwriters, to purchase the Firm Securities or Option Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase at such time. (c) If any one or more of the Underwriters shall not purchase its applicable percentage of the Firm Shares and Option Shares set out opposite the name of the Underwriters below: National Bank Financial Inc. 25.0% Desjardins Securities Inc. 14.0% Scotia Capital Inc. 14.0% Eight Capital 13.0% Canaccord Genuity Corp. 10.0% PI Financial Corp. 8.0% RBC Dominion Securities Inc. 6.0% Cormark Securities Inc. 5.0% BMO Xxxxxxx Xxxxx Inc. 3.0% Beacon Securities Limited 1.0% Xxxx Capital Partners, LLC 1.0% 13.2 In the event that any Underwriter shall at the Closing Time fail or, if applicable, the Option Securities at the Additional Closing Time, and the number of such Firm Securities or Option Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase its percentage of the Firm Shares or Option Shares as provided in section 13.1 (a “Defaulting Underwriter”) and the percentage of Firm Shares or Option Shares that have not been purchased by the Defaulting Underwriter represents 5% or less of the aggregate Firm Shares or Option Shares, the other Underwriters shall be severally, and not jointly, nor jointly and severally, obligated, to purchase all of the Firm Shares and Option Shares that the Defaulting Underwriter has failed to purchase; the Underwriters shall purchase such Firm Shares and Option Shares pro rata to its respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that the percentage of Firm Shares or Option Shares that have not been purchased by a Defaulting Underwriter represents is more than 513.0% of the aggregate number of Firm Shares Securities or Option SharesSecurities to be purchased at such time, then the other non-defaulting Underwriters shall have the right, but shall not be obligated, to purchase all of the percentage of the Firm Shares and Securities or Option Shares Securities which would otherwise have been purchased by the Defaulting Underwritersuch defaulting Underwriters; the Underwriter non-defaulting Underwriters exercising such right shall purchase such Firm Shares and Securities or Option Shares, if applicable, Securities pro rata to its their respective percentages aforesaid as set forth in Section 15(a) or in such other proportions as they may otherwise agree. In If such right is exercised, the event non-defaulting Underwriters shall have the right to postpone the Closing Date or, if applicable, the Additional Closing Date, for such period, not exceeding five Business Days in order that the required changes, if any, including an Amendment to the Prospectus Supplement or in any other documents or arrangements may be effected. If such right is not exercised, each of the others that are other Underwriters not in default shall be relieved of all further obligations to the Corporation arising from under this Agreement upon submission to the Corporation of reasonable evidence of its ability and willingness to fulfil its obligations hereunder at the Closing Time or the Additional Closing Time, as applicable, and there shall be no further liability on the part of such defaultUnderwriters or the Corporation, except in respect of any liability which may have arisen under paragraphs 11, 12 or 13. Nothing in this section Section 15 shall oblige the Corporation to sell to any or all of the Underwriters less than all of the Firm Shares (or in the event aggregate amount of the exercise of the Over-Allotment Option in whole or in partFirm Securities and, if applicable, the Option Shares Securities, or shall relieve any of the Underwriters in respect of which the Over-Allotment Option has been exercised) or relieve default hereunder from liability to the Corporation any Underwriter which shall be so in defaultCorporation.

UNDERWRITING PERCENTAGES. 13.1 8.1 The obligations of the Underwriters hereunder, including the obligation to purchase Firm Shares Offered Securities and if the Over-Allotment Option is exercised, any obligation to purchase Option Shares Additional Securities at the Closing Time shall be several, and not joint, and shall be limited to the percentages of the aggregate percentage of the Firm Shares Offered Securities and Option Shares Additional Securities set out opposite the name of the Underwriters each Underwriter below: National Bank Financial Inc. 25.0% Desjardins Securities Inc. 14.0% Scotia Paradigm Capital Inc. 14.0% Eight Capital 13.040 % Canaccord Genuity Corp. 10.040 % PI Financial Corp. 8.0Dundee Securities Ltd. 20 % RBC Dominion Securities Inc. 6.0% Cormark Securities Inc. 5.0% BMO Xxxxxxx Xxxxx Inc. 3.0% Beacon Securities Limited 1.0% Xxxx Capital Partners, LLC 1.0100 % 13.2 In 8.2 Subject to Section 8.3, if one or more of the event that any Underwriter shall Underwriters (the "Defaulting Underwriters") fails to purchase their percentage of the Offered Securities or Additional Securities at the Closing Time fail to purchase its percentage of the Firm Shares or Option Shares as provided in section 13.1 (a “Defaulting Underwriter”) and the percentage of Firm Shares or Option Shares that have not been purchased by the Defaulting Underwriter represents 5% or less of the aggregate Firm Shares or Option SharesTime, then the other Underwriters (the "Continuing Underwriters") shall have the right, but shall not be severally, and not jointly, nor jointly and severally, obligated, to purchase such Offered Securities or Additional Securities on a pro rata basis (or on such other basis as they may agree). If the Continuing Underwriters do not purchase all the Offered Securities or Additional Securities of the Defaulting Underwriters, the Company shall be entitled to terminate its obligations under this Agreement without further liability of the Company to the Continuing Underwriters, on the one hand, or on the part of the Continuing Underwriters to the Company, on the other hand, except in respect of any liability which may have arisen or may arise under Sections 7, 12 and 13. Nothing in this Section 8.2 shall relieve any Defaulting Underwriter from liability to the Company. 8.3 If one or more but not all of the Firm Shares and Option Shares that the Defaulting Underwriter has failed to purchase; the Underwriters shall purchase such Firm Shares and Option Shares pro rata to its respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that the percentage exercise their right of Firm Shares or Option Shares that have not been purchased by a Defaulting Underwriter represents more than 5% of the aggregate Firm Shares or Option Sharestermination under Section 13, then the other Underwriters shall have the right, but shall not be obligated, to purchase all of the percentage of the Firm Shares and Option Shares Offered Securities or Additional Securities which would otherwise have been purchased by such Underwriters which have so exercised their right of termination. If the Defaulting Underwriter; amount of such Offered Securities or Additional Securities which the Underwriter exercising remaining Underwriters wish, but are not obliged, to purchase exceeds the amount of such right Offered Securities or Additional Securities which remain available for purchase, such Offered Securities or Additional Securities shall be divided pro rata among the Underwriters desiring to purchase such Firm Shares and Option Shares, if applicable, pro rata Offered Securities or Additional Securities in proportion to its respective percentages aforesaid the percentage of Offered Securities or Additional Securities which such Underwriters have agreed to purchase as set forth in such Section 8.1. If the other proportions as they may otherwise agree. In Underwriters do not purchase all the event that such Offered Securities or Additional Securities of the Underwriters who exercise their right is not exercisedof termination under Section 13, the others that are not in default Company shall be relieved of all entitled to terminate its obligations to the Corporation arising from such default. Nothing in under this section shall oblige the Corporation to sell to the Underwriters less than all Agreement without further liability of the Firm Shares (or in the event of the exercise of the Over-Allotment Option in whole or in partCompany, the Option Shares except in respect of any liability which the Over-Allotment Option has been exercised) may have arisen or relieve from liability to the Corporation any Underwriter which shall be so in defaultmay arise under Sections 7, 12 and 13.

UNDERWRITING PERCENTAGES. 13.1 8.1 The obligations of the Underwriters hereunder, including the obligation to purchase Firm the Flow-Through Shares and if the Over-Allotment Option is exercised, any obligation to purchase Option Additional Shares at the Closing Time shall be several, and not joint, and shall be limited to the percentages of the aggregate percentage of the Firm Shares and Option Shares Offered Securities set out opposite the name of the Underwriters each Underwriter below: BMO Xxxxxxx Xxxxx Inc.(1)(2) 27.5 % Canaccord Genuity Corp.(1) 27.5 % National Bank Financial Inc. 25.013.5 % Desjardins Securities Inc. 14.07.5 % Scotia Laurentian Bank Securities Inc. 7.5 % Paradigm Capital Inc. 14.07.5 % Eight Capital 13.05.0 % Canaccord Genuity Corp. 10.0Xxxx Canada, Inc. 4.0 % (1) Joint bookrunners. (2) 5% PI Financial Corp. 8.0% RBC Dominion Securities Inc. 6.0% Cormark Securities Inc. 5.0% work fee payable to BMO Xxxxxxx Xxxxx Inc. 3.0% Beacon Securities Limited 1.0% Xxxx Capital Partners, LLC 1.0%Inc. 13.2 8.2 In the event that any Underwriter shall at the Closing Time fail to purchase its percentage of the Firm Shares or Option Shares Offered Securities as provided in section 13.1 8.1 (a “Defaulting Underwriter”) and the percentage of Firm Shares or Option Shares Offered Securities that have has not been purchased by the Defaulting Underwriter represents 510% or less of the aggregate Firm Shares or Option SharesOffered Securities, the other Underwriters shall be severally, and not jointly, nor jointly and severally, obligated, to purchase all of the Firm Shares and Option Shares Offered Securities that the Defaulting Underwriter has failed to purchase; the Underwriters shall purchase such Firm Shares and Option Shares Offered Securities pro rata to its their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that the percentage of Firm Shares or Option Shares Offered Securities that have not been purchased by a Defaulting Underwriter represents more than 510% of the aggregate Firm Shares or Option SharesOffered Securities, the other Underwriters others shall have the right, but shall not be obligated, to purchase all of the percentage of the Firm Shares and Option Shares Offered Securities which would otherwise have been purchased by the Defaulting Underwriter; the Underwriter Underwriters exercising such right shall purchase such Firm Shares and Option SharesOffered Securities, if as applicable, pro rata to its their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that such right is not exercisedexercised fully, the others other Underwriters that are not in default shall not be relieved obligated to purchase any of all the Offered Securities in respect of which there has been a default and each such Underwriter shall have the right to either (i) terminate its obligations under this Agreement or (ii) proceed with the purchase of its percentage of Offered Securities as provided in section 8.1 and, in such case, the Company, shall sell such Offered Securities to the Corporation arising from such defaultUnderwriters in accordance with the terms of this Agreement. Nothing in this section shall oblige the Corporation Company to sell to the Underwriters less than all of the Firm Shares (or in the event aggregate amount of the exercise of the OverFlow-Allotment Option Through Shares. Nothing in whole or in part, the Option Shares in respect of which the Over-Allotment Option has been exercised) or this section shall relieve from liability to the Corporation Company any Underwriter which shall be so in default.

UNDERWRITING PERCENTAGES. 13.1 The obligations of the Underwriters hereunder, including the obligation to purchase Firm Shares and if the Over-Allotment Option is exercised, any obligation to purchase Option Shares at the Closing Time shall be several, and not joint, and shall be limited to the percentages of the aggregate percentage of the Firm Shares and Option Shares set out opposite the name of the Underwriters below: National Bank Financial Inc. 25.0% Desjardins Securities Inc. 14.0% Scotia Capital Inc. 14.032.5% Eight Capital 13.0% Canaccord Genuity Corp. 10.0% PI Financial Corp. 8.0Xxxxxxx Xxxxx Ltd. 26.5% RBC Dominion Securities Inc. 6.017.0% Cormark Securities Inc. 5.0PI Financial Corp. 14.0% BMO Xxxxxxx Xxxxx Inc. 3.010.0% Beacon Securities Limited 1.0% Xxxx Capital Partners, LLC 1.0Total 100% 13.2 In the event that any Underwriter shall at the Closing Time fail to purchase its percentage of the Firm Shares or Option Shares as provided in section 13.1 (a “Defaulting Underwriter”) and the percentage of Firm Shares or Option Shares that have not been purchased by the Defaulting Underwriter represents 510% or less of the aggregate Firm Shares or Option Shares, the other Underwriters shall be severally, and not jointly, nor jointly and severally, obligated, to purchase all of the Firm Shares and Option Shares that the Defaulting Underwriter has failed to purchase; the Underwriters shall purchase such Firm Shares and Option Shares pro rata to its respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that the percentage of Firm Shares or Option Shares that have not been purchased by a Defaulting Underwriter represents more than 510% of the aggregate Firm Shares or Option Shares, the other Underwriters shall have the right, but shall not be obligated, to purchase all of the percentage of the Firm Shares and Option Shares which would otherwise have been purchased by the Defaulting Underwriter; the Underwriter exercising such right shall purchase such Firm Shares and Option Shares, if applicable, pro rata to its respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that such right is not exercised, the others that are not in default shall be relieved of all obligations to the Corporation arising from such default. Nothing in this section shall oblige the Corporation to sell to the Underwriters less than all of the Firm Shares (or in the event of the exercise of the Over-Allotment Option in whole or in part, the Option Shares in respect of which the Over-Allotment Option has been exercised) or relieve from liability to the Corporation any Underwriter which shall be so in default.

UNDERWRITING PERCENTAGES. 13.1 8.1 The obligations of the Underwriters hereunder, including the obligation to purchase Firm Purchased Shares and if the Over-Allotment Option is exercised, any obligation to purchase Option Additional Common Shares at the Closing Time shall be several, and not joint, and shall be limited to the percentages of the aggregate percentage of the Firm Purchased Shares and Option Additional Common Shares set out opposite the name of the Underwriters below: National Bank Financial CIBC World Markets Inc. 25.0% Desjardins Securities Inc. 14.0% Scotia Capital Inc. 14.0% Eight Capital 13.0% Canaccord Genuity Corp. 10.0% PI Financial Corp. 8.0% RBC Dominion Securities Inc. 6.0% Cormark Securities Inc. 5.030.0 % BMO Xxxxxxx Xxxxx Inc. 3.030.0 % Beacon Xxxxxxx Xxxxx Ltd. 17.5 % UBS Securities Limited 1.0Canada Inc. 17.5 % Xxxx Capital Partners, LLC 1.0Salman Partners Inc. 5.0 % 13.2 8.2 In the event that any Underwriter shall at the Closing Time fail to purchase its percentage of the Firm Purchased Shares or Option Additional Common Shares as provided in section 13.1 8.1 (a “Defaulting Underwriter”) and the percentage of Firm Purchased Shares or Option Additional Common Shares that have not been purchased by the Defaulting Underwriter represents 510% or less of the aggregate Firm Purchased Shares or Option Additional Common Shares, the other Underwriters shall be severally, and not jointly, nor jointly and severally, obligated, to purchase all of the Firm Purchased Shares and Option Additional Common Shares that the Defaulting Underwriter has failed to purchase; the Underwriters shall purchase such Firm Purchased Shares and Option Additional Common Shares pro rata to its their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that the percentage of Firm Purchased Shares or Option Additional Common Shares that have not been purchased by a Defaulting Underwriter represents more than 510% of the aggregate Firm Purchased Shares or Option Additional Common Shares, the other Underwriters shall have the right, but shall not be obligated, to purchase all of the percentage of the Firm Purchased Shares and Option Additional Common Shares which would otherwise have been purchased by the Defaulting Underwriter; the Underwriter Underwriters exercising such right shall purchase such Firm Purchased Shares and Option Additional Common Shares, if applicable, pro rata to its their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that such right is not exercised, the others other Underwriters that are not in default shall not be obligated to purchase any of the Purchased Shares or the Additional Common Shares and shall be relieved of all obligations to the Corporation arising from such defaultCompany hereunder. Nothing in this section shall oblige the Corporation Company to sell to the Underwriters less than all of the Firm Purchased Shares (or in the event of the exercise of the Over-Allotment Option in whole or in part, the Option Additional Common Shares in respect of which the Over-Allotment Option has been exercised) or relieve from liability to the Corporation Company any Underwriter which shall be so in default.

UNDERWRITING PERCENTAGES. 13.1 8.1 The obligations of the Underwriters hereunder, including the obligation to purchase Firm Purchased Shares and if the Over-Allotment Option is exercised, any obligation to purchase Option Additional Common Shares at the Closing Time shall be several, and not joint, and shall be limited to the percentages of the aggregate percentage of the Firm Purchased Shares and Option Additional Common Shares set out opposite the name of the Underwriters below: Xxxxxxx Xxxxx Ltd. 50% National Bank Financial Inc. 25.0% Desjardins Securities Inc. 14.0% Scotia Capital Inc. 14.0% Eight Capital 13.0% Canaccord Genuity Corp. 10.020% PI Financial Corp. 8.010% RBC Dominion Echelon Wealth Partners Inc. 10% GMP Securities Inc. 6.0% Cormark Securities Inc. 5.0% BMO Xxxxxxx Xxxxx Inc. 3.0% Beacon Securities Limited 1.0L.P. 5% Xxxx Capital Partners, LLC 1.05% 13.2 8.2 In the event that any Underwriter shall at the Closing Time fail to purchase its percentage of the Firm Purchased Shares or Option Additional Common Shares as provided in section 13.1 8.1 (a “"Defaulting Underwriter”") and the percentage of Firm Purchased Shares or Option Additional Common Shares that have not been purchased by the Defaulting Underwriter represents 510% or less of the aggregate Firm Purchased Shares or Option Additional Common Shares, the other Underwriters shall be severally, and not jointly, nor jointly and severally, obligated, to purchase all of the Firm Purchased Shares and Option Additional Common Shares that the Defaulting Underwriter has failed to purchase; the Underwriters shall purchase such Firm Purchased Shares and Option Additional Common Shares pro rata to its their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that the percentage of Firm Purchased Shares or Option Additional Common Shares that have not been purchased by a Defaulting Underwriter represents more than 510% of the aggregate Firm Purchased Shares or Option Additional Common Shares, the other Underwriters others shall have the right, but shall not be obligated, to purchase all of the percentage of the Firm Purchased Shares and Option Additional Common Shares which would otherwise have been purchased by the Defaulting Underwriter; the Underwriter Underwriters exercising such right shall purchase such Firm Purchased Shares and Option Additional Common Shares, if applicable, pro rata to its their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that such right is not exercised, the others that are not in default shall be relieved of all obligations to the Corporation Company arising from such default. Nothing in this section shall oblige the Corporation Company to sell to the Underwriters less than all of the Firm Purchased Shares (or in the event of the exercise of the Over-Allotment Option in whole or in part, the Option Additional Common Shares in respect of which the Over-Allotment Option has been exercised) or relieve from liability to the Corporation Company any Underwriter which shall be so in default.

UNDERWRITING PERCENTAGES. 13.1 8.1 The obligations of the Underwriters hereunder, including the obligation to purchase Firm Shares Convertible Debentures and if the Over-Allotment Option is exercised, any obligation to purchase Option Shares Additional Convertible Debentures at the Time of Closing Time shall be several, and not joint, and shall be limited to the percentages of the aggregate percentage of the Firm Shares Convertible Debentures and Option Shares Additional Convertible Debentures set out opposite the name of the Underwriters below: National Bank Financial Inc. 25.0% Desjardins Securities Inc. 14.0% Scotia Capital Inc. 14.0% Eight Capital 13.0% Canaccord Genuity Corp. 10.0% PI Financial Corp. 8.0% RBC Dominion Securities Inc. 6.0% Cormark Securities Inc. 5.050% BMO Xxxxxxx Xxxxx Inc. 3.030% Beacon Securities Limited 1.0Xxxxxxx Xxxxx Ltd. 10% Xxxx Capital Partners, LLC 1.0Xxxxxx Xxxxxx Partners Canada Inc. 10% 13.2 8.2 In the event that any Underwriter shall at the Closing Time fail to purchase its applicable percentage of the Firm Shares Convertible Debentures or Option Shares as provided in section 13.1 (a “Defaulting Underwriter”) and Additional Convertible Debentures, if applicable, at the percentage Time of Firm Shares or Option Shares that have not been purchased by Closing on the Defaulting Underwriter represents 5% or less of the aggregate Firm Shares or Option SharesClosing Date, the other Underwriters shall be severally, and not jointly, nor jointly and severally, obligated, to purchase all of the Firm Shares and Option Shares that the Defaulting Underwriter has failed to purchase; the Underwriters shall purchase such Firm Shares and Option Shares pro rata to its respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that the percentage of Firm Shares or Option Shares that have not been purchased by a Defaulting Underwriter represents more than 5% of the aggregate Firm Shares or Option Shares, the other Underwriters others shall have the right, but shall not be obligated, to purchase all of the percentage of the Firm Shares Convertible Debentures and Option Shares Additional Convertible Debentures, if applicable, which would otherwise have been purchased by that one of the Defaulting UnderwriterUnderwriters which is in default; the Underwriter Underwriters exercising such right shall purchase such Firm Shares Convertible Debentures and Option SharesAdditional Convertible Debentures, if applicable, pro rata to its their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that such right is not exercised, the others that which are not in default shall be relieved of all obligations to the Corporation arising from such default. Nothing in this section shall oblige the Corporation to sell to the Underwriters less than all of the Firm Shares Convertible Debentures (or in the event of the exercise of the Over-Allotment Option in whole or in part, the Option Shares number of Additional Convertible Debentures set out in respect of which the Over-Allotment Option has been exercisednotice delivered in accordance with Section 3.1) or relieve from liability to the Corporation any Underwriter which shall be so in default.

UNDERWRITING PERCENTAGES. 13.1 8.1 The obligations of the Underwriters hereunder, including the obligation to purchase Firm Purchased Shares and if the Over-Allotment Option is exercised, any obligation to purchase Option Additional Common Shares at the Closing Time shall be several, and not joint, and shall be limited to the percentages of the aggregate percentage of the Firm Purchased Shares and Option Additional Common Shares set out opposite the name of the Underwriters below: National Bank Financial Inc. 25.0% Desjardins Securities Inc. 14.0% Scotia Capital Inc. 14.0% Eight Capital 13.0% Canaccord Genuity Corp. 10.055% PI Financial Corp. 8.0% RBC Dominion Clarus Securities Inc. 6.025% Cormark Dundee Securities Inc. 5.0Corp. 10% BMO Xxxxxxx Xxxxx Nxxxxxx Bxxxx Inc. 3.05% Beacon Securities Limited 1.0% Xxxx Capital Partners, LLC 1.0CIBC World Markets Inc. 5% 13.2 8.2 In the event that any Underwriter shall at the Closing Time fail to purchase its percentage of the Firm Purchased Shares or Option Additional Common Shares as provided in section 13.1 8.1 (a “Defaulting Underwriter”) and the percentage of Firm Purchased Shares or Option Additional Common Shares that have not been purchased by the Defaulting Underwriter represents 510% or less of the aggregate Firm Purchased Shares or Option Additional Common Shares, the other Underwriters shall be severally, and not jointly, nor jointly and severally, obligated, to purchase all of the Firm Purchased Shares and Option Additional Common Shares that the Defaulting Underwriter has failed to purchase; the Underwriters shall purchase such Firm Purchased Shares and Option Additional Common Shares pro rata to its their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that the percentage of Firm Purchased Shares or Option Additional Common Shares that have not been purchased by a Defaulting Underwriter represents more than 510% of the aggregate Firm Purchased Shares or Option Additional Common Shares, the other Underwriters others shall have the right, but shall not be obligated, to purchase all of the percentage of the Firm Purchased Shares and Option Additional Common Shares which would otherwise have been purchased by the Defaulting Underwriter; the Underwriter Underwriters exercising such right shall purchase such Firm Purchased Shares and Option Additional Common Shares, if applicable, pro rata to its their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that such right is not exercisedexercised fully, the others other Underwriters that are not in default shall not be relieved obligated to purchase any of all the Purchased Shares or the Additional Common Shares in respect of which there has been a default and each such Underwriter shall have the right to either (i) terminate their obligations under this Agreement or (ii) proceed with the purchase of its percentage of Purchased Shares or Additional Common Shares as provided in section 8.1 and, in such case, the Company, shall sell such Common Shares or Additional Common Shares to the Corporation arising from such defaultUnderwriters in accordance with the terms of this Agreement. Nothing in this section shall oblige the Corporation to sell to the Underwriters less than all of the Firm Shares (or in the event of the exercise of the Over-Allotment Option in whole or in part, the Option Shares in respect of which the Over-Allotment Option has been exercised) or relieve from liability to the Corporation Company any Underwriter which shall be so in default.

UNDERWRITING PERCENTAGES. 13.1 8.1 The obligations of the Underwriters hereunder, including the obligation to purchase Firm Purchased Shares and if the Over-Allotment Option is exercised, any obligation to purchase Option Additional Common Shares at the Closing Time shall be several, and not joint, and shall be limited to the percentages of the aggregate percentage of the Firm Purchased Shares and Option Additional Common Shares set out opposite the name of the Underwriters below: National Bank Financial Inc. 25.0% Desjardins Securities Inc. 14.0% Scotia Capital Inc. 14.0% Eight Capital 13.0% Canaccord Genuity Corp. 10.0% PI Financial Corp. 8.0% RBC Dominion Securities Inc. 6.0% Cormark Securities Inc. 5.0% BMO Xxxxxxx Xxxxx Inc. 3.040% Beacon Securities Limited 1.0Macquarie Capital Markets Canada Ltd. 30% Xxxx Capital Partners, LLC 1.0Canaccord Financial Ltd. 15% Xxxxxxx Xxxxx Ltd. 15% 13.2 8.2 In the event that any Underwriter shall at the Closing Time fail to purchase its percentage of the Firm Purchased Shares or Option Additional Common Shares as provided in section 13.1 8.1 (a “Defaulting Underwriter”) and the percentage of Firm Purchased Shares or Option Additional Common Shares that have not been purchased by the Defaulting Underwriter represents 510% or less of the aggregate Firm Purchased Shares or Option Additional Common Shares, the other Underwriters shall be severally, and not jointly, nor jointly and severally, obligated, to purchase all of the Firm Purchased Shares and Option Additional Common Shares that the Defaulting Underwriter has failed to purchase; the Underwriters shall purchase such Firm Purchased Shares and Option Additional Common Shares pro rata to its their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that the percentage of Firm Purchased Shares or Option Additional Common Shares that have not been purchased by a Defaulting Underwriter represents more than 510% of the aggregate Firm Purchased Shares or Option Additional Common Shares, the other Underwriters others shall have the right, but shall not be obligated, to purchase all of the percentage of the Firm Purchased Shares and Option Additional Common Shares which would otherwise have been purchased by the Defaulting Underwriter; the Underwriter Underwriters exercising such right shall purchase such Firm Purchased Shares and Option Additional Common Shares, if applicable, pro rata to its their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that such right is not exercised, the others that are not in default shall be relieved of all obligations to the Corporation Company arising from such default. Nothing in this section shall oblige the Corporation Company to sell to the Underwriters less than all of the Firm Purchased Shares (or in the event of the exercise of the Over-Allotment Option in whole or in part, the Option Additional Common Shares in respect of which the Over-Allotment Option has been exercised) or relieve from liability to the Corporation Company any Underwriter which shall be so in default.

UNDERWRITING PERCENTAGES. 13.1 8.1 The obligations of the Underwriters hereunder, including the obligation to purchase Firm Common Shares and if the Over-Allotment Option is exercised, any obligation to purchase Option Over-Allotment Common Shares at the Closing Time shall be several, and not joint, and shall be limited to the percentages of the aggregate percentage of the Firm Common Shares and Option Over-Allotment Common Shares set out opposite the name of the Underwriters below: PI Financial Corp. 30.0% Cormark Securities Inc. 25.0% Beacon Securities Limited 10.0% Eight Capital 10.0% National Bank Financial Inc. 25.0% Desjardins Securities Inc. 14.0% Scotia Capital Inc. 14.0% Eight Capital 13.0% Canaccord Genuity Corp. 10.0% PI Financial Corp. 8.0% RBC Dominion Securities Inc. 6.0% Cormark Securities Inc. 5.0% BMO Xxxxxxx Xxxxx Inc. 3.08.0% Beacon Desjardins Securities Limited 1.0Inc. 5.0% Xxxx Capital Partners, LLC 1.0Canaccord Genuity Corp. 2.0% 100% 13.2 8.2 In the event that any Underwriter shall at the Closing Time fail to purchase its percentage of the Firm Common Shares or Option Over-Allotment Common Shares as provided in section 13.1 8.1 (a “Defaulting Underwriter”) and the percentage of Firm Common Shares or Option Over-Allotment Common Shares that have not been purchased by the Defaulting Underwriter represents 5% or less of the aggregate Firm Common Shares or Option Over-Allotment Common Shares, the other Underwriters shall be severally, and not jointly, nor jointly and severally, obligated, to purchase all of the Firm Common Shares and Option Over-Allotment Common Shares that the Defaulting Underwriter has failed to purchase; the Underwriters shall purchase such Firm Common Shares and Option Over-Allotment Common Shares pro rata to its their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that the percentage of Firm Common Shares or Option Over-Allotment Common Shares that have not been purchased by a Defaulting Underwriter represents more than 5% of the aggregate Firm Common Shares or Option Over-Allotment Common Shares, the other Underwriters others shall have the right, but shall not be obligated, to purchase all of the percentage of the Firm Common Shares and Option Over-Allotment Common Shares which would otherwise have been purchased by the Defaulting Underwriter; the Underwriter Underwriters exercising such right shall purchase such Firm Common Shares and Option Over-Allotment Common Shares, if applicable, pro rata to its their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that such right is not exercised, the others that are not in default shall be relieved of all obligations to the Corporation Company arising from such default. Nothing in this section shall oblige the Corporation Company to sell to the Underwriters less than all of the Firm Common Shares (or in the event of the exercise of the Over-Allotment Option in whole or in part, the Option Over-Allotment Common Shares in respect of which the Over-Allotment Option has been exercised) or relieve from liability to the Corporation Company any Underwriter which shall be so in default.

UNDERWRITING PERCENTAGES. 13.1 8.1 The obligations of the Underwriters hereunder, including the obligation to purchase Firm the Flow-Through Shares and if the Over-Allotment Option is exercised, any obligation to purchase Option Additional Shares at the Closing Time shall be several, and not joint, and shall be limited to the percentages of the aggregate percentage of the Firm Shares and Option Shares Offered Securities set out opposite the name of the Underwriters each Underwriter below: BMO Nxxxxxx Bxxxx Inc.(1) 50.0 % Paradigm Capital Inc. 14.0 % Canaccord Genuity Corp. 9.0 % Laurentian Bank Securities Inc. 9.0 % National Bank Financial Inc. 25.09.0 % Desjardins Securities Rxxx Canada, Inc. 14.0% Scotia Capital Inc. 14.0% Eight Capital 13.0% Canaccord Genuity Corp. 10.0% PI Financial Corp. 8.0% RBC Dominion Securities Inc. 6.0% Cormark Securities Inc. 5.0% BMO Xxxxxxx Xxxxx Inc. 3.0% Beacon Securities Limited 1.0% Xxxx Capital Partners, LLC 1.09.0 % 13.2 (1) Sole bookrunner. 5% work fee payable to the Lead Underwriter 8.2 In the event that any Underwriter shall at the Closing Time fail to purchase its percentage of the Firm Shares or Option Shares Offered Securities as provided in section 13.1 8.1 (a “Defaulting Underwriter”) and the percentage of Firm Shares or Option Shares Offered Securities that have has not been purchased by the Defaulting Underwriter represents 510% or less of the aggregate Firm Shares or Option SharesOffered Securities, the other Underwriters shall be severally, and not jointly, nor jointly and severally, obligated, to purchase all of the Firm Shares and Option Shares Offered Securities that the Defaulting Underwriter has failed to purchase; the Underwriters shall purchase such Firm Shares and Option Shares Offered Securities pro rata to its their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that the percentage of Firm Shares or Option Shares Offered Securities that have not been purchased by a Defaulting Underwriter represents more than 510% of the aggregate Firm Shares or Option SharesOffered Securities, the other Underwriters others shall have the right, but shall not be obligated, to purchase all of the percentage of the Firm Shares and Option Shares Offered Securities which would otherwise have been purchased by the Defaulting Underwriter; the Underwriter Underwriters exercising such right shall purchase such Firm Shares and Option SharesOffered Securities, if as applicable, pro rata to its their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that such right is not exercisedexercised fully, the others other Underwriters that are not in default shall not be relieved obligated to purchase any of all the Offered Securities in respect of which there has been a default and each such Underwriter shall have the right to either (i) terminate its obligations under this Agreement or (ii) proceed with the purchase of its percentage of Offered Securities as provided in section 8.1 and, in such case, the Company, shall sell such Offered Securities to the Corporation arising from such defaultUnderwriters in accordance with the terms of this Agreement. Nothing in this section shall oblige the Corporation Company to sell to the Underwriters less than all of the Firm Shares (or in the event aggregate amount of the exercise of the OverFlow-Allotment Option Through Shares. Nothing in whole or in part, the Option Shares in respect of which the Over-Allotment Option has been exercised) or this section shall relieve from liability to the Corporation Company any Underwriter which shall be so in default.

UNDERWRITING PERCENTAGES. 13.1 The obligations of the Underwriters hereunder, including the obligation to purchase Firm Shares and if the Over-Allotment Option is exercised, any obligation to purchase Option Shares at the Closing Time shall be several, and not joint, and shall be limited to the percentages of the aggregate percentage of the Firm Shares and Option Shares set out opposite the name of the Underwriters below: TD Securities Inc. 30.0 % National Bank Financial Inc. 25.0% Desjardins Securities Inc. 14.0% Scotia Capital Inc. 14.0% Eight Capital 13.0% Canaccord Genuity Corp. 10.0% PI Financial Corp. 8.0% RBC Dominion Securities Inc. 6.0% Cormark Securities Inc. 5.030.0 % BMO Xxxxxxx Xxxxx Inc. 3.012 % Beacon CIBC World Markets Inc. 12 % Xxxxxxx Xxxxx Ltd. 12 % Cormark Securities Limited 1.0Inc. 4 % Xxxx Capital Partners, LLC 1.0100 % 13.2 In the event that any Underwriter shall at If, on the Closing Time fail to purchase its percentage Date or an Option Closing Date, as the case may be, any one or more of the Firm Shares or Option Shares as provided in section 13.1 (a “Defaulting Underwriter”) and the percentage of Firm Shares or Option Shares that have not been purchased by the Defaulting Underwriter represents 5% or less of the aggregate Firm Shares or Option Shares, the other Underwriters shall be severally, and not jointly, nor jointly and severally, obligated, to purchase all of the Firm Shares and Option Shares that the Defaulting Underwriter has failed to purchase; the Underwriters shall fail or refuse to purchase such Firm Shares and Option Shares pro rata to its respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that the percentage of Firm Shares or Option Offered Shares that it has or they have not been purchased by a Defaulting Underwriter represents more than 5% of the aggregate Firm Shares or Option Sharesagreed to purchase hereunder on such date, the other Underwriters shall have the rightright to purchase, but shall not be obligatedthe obligation to purchase, to purchase all in the proportions that the number of the percentage of the Firm Shares and Option Shares which would otherwise have been purchased by set forth opposite their respective names above bears to the Defaulting Underwriter; the Underwriter exercising such right shall purchase such aggregate number of Firm Shares and Option Sharesset forth opposite the names of all such non-defaulting Underwriters, if applicable, pro rata to its respective percentages aforesaid or in such other proportions as they you may otherwise agreespecify, the Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares to be purchased on such date, and non-defaulting Underwriters have not elected to purchase such default Firm Shares within 36 hours after such default, then each non-defaulting Underwriter shall have the several right to terminate its purchase obligation under this Agreement without any liability to it, and the Corporation shall have the right to proceed with the sale of the Offered Shares (less the defaulted shares and any other terminations by the Underwriters) to the remaining Underwriters or to terminate this Agreement without liability on the part of any non-defaulting Underwriter or the Corporation. In any such case either you or the Corporation shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Prospectuses or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Option Shares and the aggregate number of Option Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Option Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (1) terminate their obligation hereunder to purchase the Option Shares to be sold on such Option Closing Date or (2) purchase not less than the number of Option Shares that such right is not exercised, non-defaulting Underwriters would have been obligated to purchase in the others that are not in default shall be relieved absence of all obligations to the Corporation arising from such default. Nothing in Any action taken under this section paragraph shall oblige the Corporation to sell to the Underwriters less than all of the Firm Shares (or in the event of the exercise of the Over-Allotment Option in whole or in part, the Option Shares not relieve any defaulting Underwriter from liability in respect of which the Over-Allotment Option has been exercised) or relieve from liability to the Corporation any default of such Underwriter which shall be so in defaultunder this Agreement.

UNDERWRITING PERCENTAGES. 13.1 8.1 The obligations of the Underwriters hereunder, including the obligation to purchase Firm Purchased Shares and if the Over-Allotment Option is exercised, any obligation to purchase Option Additional Common Shares at the Closing Time shall be several, and not joint, and shall be limited to the percentages of the aggregate percentage of the Firm Purchased Shares and Option Additional Common Shares set out opposite the name of the Underwriters below: Xxxxxxx Xxxxx Ltd. 50% National Bank Financial Inc. 25.0% Desjardins Securities Inc. 14.0% Scotia Capital Inc. 14.0% Eight Capital 13.0% Canaccord Genuity Corp. 10.020% PI Financial Corp. 8.010% RBC Dominion Echelon Wealth Partners Inc. 10% GMP Securities Inc. 6.0% Cormark Securities Inc. 5.0% BMO Xxxxxxx Xxxxx Inc. 3.0% Beacon Securities Limited 1.0L.P. 5% Xxxx Capital Partners, LLC 1.05% 100% 13.2 8.2 In the event that any Underwriter shall at the Closing Time fail to purchase its percentage of the Firm Purchased Shares or Option Additional Common Shares as provided in section 13.1 8.1 (a “Defaulting Underwriter”) and the percentage of Firm Purchased Shares or Option Additional Common Shares that have not been purchased by the Defaulting Underwriter represents 510% or less of the aggregate Firm Purchased Shares or Option Additional Common Shares, the other Underwriters shall be severally, and not jointly, nor jointly and severally, obligated, to purchase all of the Firm Purchased Shares and Option Additional Common Shares that the Defaulting Underwriter has failed to purchase; the Underwriters shall purchase such Firm Purchased Shares and Option Additional Common Shares pro rata to its their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that the percentage of Firm Purchased Shares or Option Additional Common Shares that have not been purchased by a Defaulting Underwriter represents more than 510% of the aggregate Firm Purchased Shares or Option Additional Common Shares, the other Underwriters others shall have the right, but shall not be obligated, to purchase all of the percentage of the Firm Purchased Shares and Option Additional Common Shares which would otherwise have been purchased by the Defaulting Underwriter; the Underwriter Underwriters exercising such right shall purchase such Firm Purchased Shares and Option Additional Common Shares, if applicable, pro rata to its their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that such right is not exercised, the others that are not in default shall be relieved of all obligations to the Corporation Company arising from such default. Nothing in this section shall oblige the Corporation Company to sell to the Underwriters less than all of the Firm Purchased Shares (or in the event of the exercise of the Over-Allotment Option in whole or in part, the Option Additional Common Shares in respect of which the Over-Allotment Option has been exercised) or relieve from liability to the Corporation Company any Underwriter which shall be so in default.

UNDERWRITING PERCENTAGES. 13.1 8.1 The obligations of the Underwriters hereunder, including the obligation to purchase Firm the Flow-Through Shares and if the Over-Allotment Option is exercised, any obligation to purchase Option Additional Shares at the Closing Time shall be several, and not joint, and shall be limited to the percentages of the aggregate percentage of the Firm Shares and Option Shares Offered Securities set out opposite the name of the Underwriters each Underwriter below: National Bank Financial Inc. 25.0% Desjardins Securities Inc. 14.0% Scotia Capital Inc. 14.0% Eight Capital 13.0% Canaccord Genuity Corp. 10.0% PI Financial Corp. 8.0% RBC Dominion Securities Inc. 6.0% Cormark Securities Inc. 5.040.0 % BMO Xxxxxxx Xxxxx Inc. 3.040.0 % Beacon CIBC World Markets Inc. 8.0 % Desjardins Securities Limited 1.0Inc. 6.0 % Xxxx Capital Partners, LLC 1.0Clarus Securities Inc. 6.0 % 100 % 13.2 8.2 In the event that any Underwriter shall at the Closing Time fail to purchase its percentage of the Firm Shares or Option Shares Offered Securities as provided in section 13.1 8.1 (a “"Defaulting Underwriter”") and the percentage of Firm Shares or Option Shares Offered Securities that have has not been purchased by the Defaulting Underwriter represents 510% or less of the aggregate Firm Shares or Option SharesOffered Securities, the other Underwriters shall be severally, and not jointly, nor jointly and severally, obligated, to purchase all of the Firm Shares and Option Shares Offered Securities that the Defaulting Underwriter has failed to purchase; the Underwriters shall purchase such Firm Shares and Option Shares Offered Securities pro rata to its their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that the percentage of Firm Shares or Option Shares Offered Securities that have not been purchased by a Defaulting Underwriter represents more than 510% of the aggregate Firm Shares or Option SharesOffered Securities, the other Underwriters others shall have the right, but shall not be obligated, to purchase all of the percentage of the Firm Shares and Option Shares Offered Securities which would otherwise have been purchased by the Defaulting Underwriter; the Underwriter Underwriters exercising such right shall purchase such Firm Shares and Option SharesOffered Securities, if as applicable, pro rata to its their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that such right is not exercisedexercised fully, the others other Underwriters that are not in default shall not be relieved obligated to purchase any of all the Offered Securities in respect of which there has been a default and each such Underwriter shall have the right to either (i) terminate its obligations under this Agreement or (ii) proceed with the purchase of its percentage of Offered Securities as provided in section 8.1 and, in such case, the Company, shall sell such Offered Securities to the Corporation arising from such defaultUnderwriters in accordance with the terms of this Agreement. Nothing in this section shall oblige the Corporation Company to sell to the Underwriters less than all of the Firm Shares (or in the event aggregate amount of the exercise of the OverFlow-Allotment Option Through Shares. Nothing in whole or in part, the Option Shares in respect of which the Over-Allotment Option has been exercised) or this section shall relieve from liability to the Corporation Company any Underwriter which shall be so in default.

UNDERWRITING PERCENTAGES. 13.1 The obligations obligation of the Underwriters hereunder, including the obligation to purchase Firm Shares and if the Over-Allotment Option is exercised, any obligation to purchase Option Shares Units at the Closing Time shall be several, several and not joint, joint and several and shall be limited to the percentages of the aggregate percentage number of the Firm Shares and Option Shares Units set out opposite the name of each of the Underwriters below: National Bank Financial Inc. 25.0% Desjardins TD Securities Inc. 14.027.5% Merrill Lynch Canada Inc. 27.5% Scotia Capital Cxxxxxx Ixx. 12.5% Yorkton Securities Inc. 14.012.5% Eight Capital 13.0% Canaccord Genuity Corp. 10.0% PI Financial Corp. 8.0% RBC Dominion Securities CIBC World Markets Inc. 6.0% Cormark Salomon Smith Barney Canada Inc. 6.0% Dundee Sxxxxxxxxx Xxxporation 4.0% Sprott Securities Inc. 5.04.0% BMO Xxxxxxx Xxxxx Inc. 3.0% Beacon Securities Limited 1.0% Xxxx Capital Partners, LLC 1.0% 13.2 In the event that any Underwriter shall at the Closing Time fail to purchase its applicable percentage of the Firm Shares or Option Shares as provided in section 13.1 Units (a “Defaulting Underwriter”the "Defaulted Securities") and at the percentage of Firm Shares or Option Shares that have not been purchased by the Defaulting Underwriter represents 5% or less of the aggregate Firm Shares or Option SharesClosing Time, the other Underwriters shall be severally, and not jointly, nor jointly and severally, obligated, to purchase all of the Firm Shares and Option Shares that the Defaulting Underwriter has failed to purchase; the Underwriters shall purchase such Firm Shares and Option Shares pro rata to its respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that the percentage of Firm Shares or Option Shares that have not been purchased by a Defaulting Underwriter represents more than 5% of the aggregate Firm Shares or Option Shares, the other Underwriters Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Underwriters shall not have completed such arrangements within such 24-hour period, then: (a) if the number of Defaulted Securities does not exceed 10% of the number of Units to be purchased hereunder, the non-defaulting Underwriters shall be obligated, each severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligation of all non-defaulting Underwriters, or (b) if the number of Defaulted Securities exceeds 10% of the percentage number of Units to be purchased on such date, this agreement shall terminate without liability on the Firm Shares and Option Shares which would otherwise have been purchased by part of any non-defaulting Underwriter. No action taken pursuant to this Section 11 shall relieve any defaulting Underwriter from liability in respect of its default to the Defaulting Company or to any non-defaulting Underwriter; the Underwriter exercising such right shall purchase such Firm Shares and Option Shares, if applicable, pro rata to its respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that of any such default which does not result in a termination of this agreement either the Underwriters or the Company shall have the right is to postpone the Closing Time for a period not exercisedexceeding seven days in order to effect any required changes in the Registration Statement, the others that are not in default shall be relieved of all obligations to Canadian Prospectus, the Corporation arising from such default. Nothing in this section shall oblige the Corporation to sell to the Underwriters less than all of the Firm Shares (U.S. Prospectus or in the event of the exercise of the Over-Allotment Option in whole any other documents or in partarrangements. As used herein, the Option Shares in respect of which the Over-Allotment Option has been exercised) or relieve from liability to the Corporation term "Underwriter" includes any person substituted for an Underwriter which shall be so in defaultunder this Section 11.