Underwriting AgreementUnderwriting Agreement • August 8th, 2022 • Tc Energy Corp • Natural gas transmission • Alberta
RBC Dominion Securities Inc. and Scotia Capital Inc., as co-lead underwriters (the Co-Lead Underwriters), and BMO Nesbitt Burns Inc., CIBC World Markets Inc., TD Securities Inc., National Bank Financial Inc., Citigroup Global Markets Canada Inc., Deutsche Bank Securities Inc., HSBC Securities (Canada) Inc., Barclays Capital Canada Inc., Merrill Lynch Canada Inc., Mizuho Securities Canada Inc., Truist Securities, Inc., Wells Fargo Securities Canada, Ltd., and ATB Capital Markets Inc. (together with the Co-Lead Underwriters, the Underwriters) understand that TC Energy Corporation (the Corporation) proposes to issue and sell 28,400,000 Common Shares (as hereinafter defined) (the Firm Securities). Subject to the terms and conditions set forth below, the Underwriters hereby severally, but not jointly, agree to purchase from the Corporation, in the respective percentages provided for in Article 14 hereof, and by its acceptance hereof the Corporation agrees to sell to the Underwriters, at the
