0001193125-16-467157 Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • February 17th, 2016 • Hydro One Inc • Electric services • Ontario

The undersigned, RBC Dominion Securities Inc. and Scotia Capital Inc. (collectively, the “Co-Lead Underwriters”) and BMO Nesbitt Burns Inc., CIBC World Markets Inc., TD Securities Inc., National Bank Financial Inc., Barclays Capital Canada Inc., Credit Suisse Securities (Canada), Inc., Goldman Sachs Canada Inc., Canaccord Genuity Corp., Desjardins Securities Inc., GMP Securities L.P., Raymond James Ltd., Dundee Securities Ltd., Industrial Alliance Securities Inc. and Manulife Securities Incorporated (collectively with the Co-Lead Underwriters, the “Underwriters”, and each individually, an “Underwriter”), understand that Her Majesty the Queen in Right of Ontario (the “Province” or the “Selling Shareholder”), as represented by the Minister of Energy, proposes to sell to the Underwriters 81,100,000 common shares (the “Firm Shares”) in the capital of Hydro One Limited (the “Corporation”), which shall have the material attributes described in and contemplated by the Supplemented PREP Prospe

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