Common use of Expenses of the Offering Clause in Contracts

Expenses of the Offering. 16. Whether or not the transactions herein contemplated shall be completed, except as hereinafter specifically provided, all expenses of or incidental to the creation, authorization, allotment, issue, delivery and marketing of the Convertible Debentures and all expenses of or incidental to all other matters in connection with such transactions including, without limitation, listing fees, expenses payable in connection with the qualification of the Convertible Debentures for sale to the public, printing and translation, costs of the certificates, fees of the transfer agent and registrar, as the case may be, the fees and expenses of counsel for the Company, the fees and expenses of Underwriters' counsel all fees and expenses of local counsel, all fees and expenses of the Company's auditors and predecessor auditors, all costs relating to information meetings and all costs incurred in connection with the preparation and printing of the Prospectus, Supplementary Material and U.S. Private Placement Memorandum and definitive certificate representing the Convertible Debentures, shall be borne by and be for the account of the Company; provided that the Company shall be responsible for 50% of the total fees and disbursements of Underwriters' legal counsel and all out-of-pocket expenses of the Underwriters, subject to a maximum of $100,000. In addition, in the event the transactions herein contemplated are not completed as a result of the Company's failure to comply with the terms of this agreement, the out-of-pocket expenses of the Underwriters (including all of the fees and disbursements of Underwriters' counsel) shall be borne by and be for the account of the Company.

Expenses of the Offering. 16. Whether (1) Except as provided for in Section 10(2), whether or not the transactions herein contemplated shall by this Agreement are completed or this Agreement is terminated, the Fund will pay or cause to be completedpaid all costs and expenses of, except as hereinafter specifically provided, all expenses of or incidental to to, the creation, authorization, allotment, issue, delivery and marketing performance of the Convertible Debentures its obligations hereunder and all costs and expenses of of, or incidental to to, all other matters in connection with such the transactions contemplated hereunder, including, without limitation, listing fees(i) the costs and expenses incidental to the authorization, issuance, sale, preparation and delivery of the Offered Securities to the Underwriters and any Taxes payable in connection therewith; (ii) the costs and expenses payable in connection with the qualification of the Convertible Debentures for sale to the public, printing and translation, costs distribution of the certificates, Offered Securities; (iii) the fees of relating to listing the transfer agent Offered Securities on any stock exchange and registrar, as the case may be, arranging for clearance and settlement arrangements; (iv) the fees and expenses of counsel for the Company, the fees Fund and expenses of Underwriters' counsel all fees and expenses of local counsel for the Fund (including U.S. counsel, ); (v) all fees and expenses of the Company's Fund’s auditors and predecessor auditors, other advisors and the auditors and other advisors of HPH; (vi) all costs relating to information meetings and all costs incurred in connection with the preparation and printing of the Prospectus, Supplementary Material and U.S. Private Placement Memorandum and definitive certificate representing the Convertible Debentures, shall be borne by and be for the account of the Company; provided that the Company shall be responsible for 50% of the total fees and disbursements of Underwriters' legal counsel and all out-of-pocket expenses of the Underwriters, subject Fund relating to a maximum of $100,000. In addition, in the event the transactions herein contemplated are not completed as a result marketing of the Company's failure Offered Securities; (vii) all travel and roadshow and other costs of the Fund relating to comply information meetings and to preparation of Marketing Materials, if any, with potential investors; (viii) all costs and expenses incurred in connection with preparing, printing, translating and distributing commercial copies of the terms Offering Documents and any Marketing Materials; (ix) the costs of this agreementpreparing share certificates representing the Offered Securities; and (x) all fees and expenses of CDS Clearing and Depository Services Inc., the out-of-pocket expenses of Depository Trust Company, the Underwriters (including Debenture Trustee and the Fund’s registrar and transfer agent and all of the fees and disbursements of Underwriters' counsel) shall be borne by and be for the account of the Companyapplicable taxes thereon.

Expenses of the Offering. 16. Whether or not the transactions herein contemplated shall be are completed, except as hereinafter specifically provided, all costs and expenses of or incidental to the creation, authorization, allotment, issue, delivery issue and marketing offering of the Convertible Debentures and all expenses of or incidental to all other matters in connection with such transactions Offered Securities shall be borne by the Corporation, including, without limitation, listing fees, expenses payable in connection with the qualification of the Convertible Debentures Offered Securities for Distribution in the Qualifying Jurisdictions; the preparation, printing, issuance and delivery of certificates for the Offered Securities, including any stamp or transfer taxes in connection with the original issuance and sale to the public, printing and translation, costs of the certificatesOffered Securities; the travel, fees transportation and other expenses in connection with roadshows, marketing activities and presentations to prospective purchasers of the transfer agent and registrar, as the case may be, the fees and expenses of counsel for the Company, the fees and expenses of Underwriters' counsel Offered Securities; all fees and expenses of local counsel, all fees other costs and expenses of the Company's auditors Corporation and predecessor its representatives incidental to the performance by the Corporation of its obligations hereunder; the fees, disbursements and expenses of the Corporation’s counsel and auditors, all costs relating to information meetings and ; listing fees; all costs incurred in connection with the preparation preparation, translation, printing, filing and printing delivery of the Base Shelf Prospectus, Supplementary Material the Prospectus Supplement, the U.S. Memorandum, any marketing materials and U.S. Private Placement Memorandum any Amendment or supplement to any of them; and definitive certificate representing the Convertible Debentures, shall be borne by and be for the account taxes on all of the Company; provided that the Company shall foregoing. The Underwriters will be responsible for 50% of the total fees and disbursements of the Underwriters' ’ legal counsel and all the Underwriters’ out-of-pocket expenses of expenses, provided, however, that if the Underwriters, subject to a maximum of $100,000. In addition, in the event the transactions herein contemplated are Offering is not completed as a result of due to any failure by the Company's failure Corporation to comply with the terms of this agreementAgreement, the out-of-pocket expenses of Corporation shall reimburse the Underwriters (including all of for the reasonable fees and disbursements of the Underwriters' ’ legal counsel) shall be borne by and be for the account of the Company.

Expenses of the Offering. 16. Whether (1) Except as provided for in Section 10(2), whether or not the transactions herein contemplated shall by this Agreement are completed or this Agreement is terminated, the Corporation will pay or cause to be completedpaid all costs and expenses of, except as hereinafter specifically provided, all expenses of or incidental to to, the creation, authorization, allotment, issue, delivery and marketing performance of the Convertible Debentures its obligations hereunder and all costs and expenses of of, or incidental to to, all other matters in connection with such the transactions contemplated hereunder, including, without limitation, listing fees(i) the costs and expenses incidental to the authorization, issuance, sale, preparation and delivery of the Offered Securities to the Underwriters and any Taxes payable in connection therewith; (ii) the costs and expenses payable in connection with the qualification of the Convertible Debentures for sale to the public, printing and translation, costs distribution of the certificates, Offered Securities and the Over-Allotment Option; (iii) the fees of relating to listing the transfer agent Offered Securities on any stock exchange and registrar, as the case may be, arranging for clearance and settlement arrangements; (iv) the fees and expenses of counsel for the Company, the fees Corporation and expenses of Underwriters' counsel all fees and expenses of local counsel for the Corporation (including U.S. counsel, ); (v) all fees and expenses of the Company's Corporation’s auditors and predecessor auditors, other advisors; (vi) all costs relating to information meetings and all costs incurred in connection with the preparation and printing of the Prospectus, Supplementary Material and U.S. Private Placement Memorandum and definitive certificate representing the Convertible Debentures, shall be borne by and be for the account of the Company; provided that the Company shall be responsible for 50% of the total fees and disbursements of Underwriters' legal counsel and all out-of-pocket expenses of the Underwriters, subject Corporation relating to a maximum of $100,000. In addition, in the event the transactions herein contemplated are not completed as a result marketing of the Company's failure Offered Securities; (vii) all travel and roadshow and other costs of the Corporation relating to comply information meetings and to preparation of Marketing Materials, if any, with potential investors; (viii) all costs and expenses incurred in connection with preparing, printing, translating and distributing commercial copies of the terms Offering Documents and any Marketing Materials; (ix) the costs of this agreementpreparing share certificates representing the Offered Securities; and (x) all fees and expenses of CDS Clearing and Depository Services Inc., the out-of-pocket expenses of Depository Trust Company, the Underwriters (including Debenture Trustee and the Corporation’s registrar and transfer agent and all of the fees and disbursements of Underwriters' counsel) shall be borne by and be for the account of the Companyapplicable taxes thereon.

Expenses of the Offering. 16. Whether (1) Except as provided for in Section 10(2), whether or not the transactions herein contemplated shall by this Agreement are completed or this Agreement is terminated, the Fund will pay or cause to be completedpaid all costs and expenses of, except as hereinafter specifically provided, all expenses of or incidental to to, the creation, authorization, allotment, issue, delivery and marketing performance of the Convertible Debentures its obligations hereunder and all costs and expenses of of, or incidental to to, all other matters in connection with such the transactions contem plated hereunder, including, without limitation, listing fees(i) the costs and expenses incidental to the authorization, issuance, sale, preparation and delivery of the Offered Securities to the Underwriters and any Taxes payable in connection therewith; (ii) the costs and expenses payable in connection with the qualification of the Convertible Debentures for sale to the public, printing and translation, costs distribution of the certificates, Offered Securities; (iii) the fees of relating to listing the transfer agent Offered Securities on any stock exchange and registrar, as the case may be, arranging for clearance and settlement arrangements; (iv) the fees and expenses of counsel for the Company, the fees Fund and expenses of Underwriters' counsel all fees and expenses of local counsel for the Fund (including U.S. counsel, ); (v) all fees and expenses of the Company's Fund’s auditors and predecessor auditors, other advisors and the auditors and other advisors of HPH; (vi) all costs relating to information meetings and all costs incurred in connection with the preparation and printing of the Prospectus, Supplementary Material and U.S. Private Placement Memorandum and definitive certificate representing the Convertible Debentures, shall be borne by and be for the account of the Company; provided that the Company shall be responsible for 50% of the total fees and disbursements of Underwriters' legal counsel and all out-of-pocket expenses of the Underwriters, subject Fund relating to a maximum of $100,000. In addition, in the event the transactions herein contemplated are not completed as a result marketing of the Company's failure Offered Securities; (vii) all travel and roadshow and other costs of the Fund relating to comply information meetings and to preparation of Marketing Materials, if any, with potential investors; (viii) all costs and expenses incurred in connection with preparing, printing, translating and distributing commercial copies of the terms Offering Documents and any Marketing Materials; (ix) the costs of this agreementpreparing share certificates representing the Offered Securities; and (x) all fees and expenses of CDS Clearing and Depository Services Inc., the out-of-pocket expenses of Depository Trust Company , the Underwriters (including Debenture Trustee and the Fund’s registrar and transfer agent and all of the fees and disbursements of Underwriters' counsel) shall be borne by and be for the account of the Companyapplicable taxes thereon.

Expenses of the Offering. 16. Whether or not the transactions herein contemplated shall be completed, except as hereinafter specifically provided, all expenses of or incidental to the creation, authorization, allotment, issue, delivery allotment and marketing issue of the Convertible Debentures Shares and all expenses of or incidental to all other matters in connection with such transactions including, without limitation, listing fees, expenses payable in connection with the qualification of the Convertible Debentures Shares for sale to the public, printing and translation, costs of the certificates, fees of the transfer agent and registrar, as the case may be, the reasonable fees and expenses of counsel for the Company, the fees and expenses of Underwriters' counsel all reasonable fees and expenses of local counsel, all reasonable fees and expenses of the Company's auditors and predecessor auditors, all reasonable costs relating to information meetings (including roadshow expenses), all filing and listing fees and all costs incurred in connection with the preparation preparation, printing and printing of filing of, and any costs associated with electronic delivery by the Underwriters to investors of, the Registration Statement, Canadian Preliminary Prospectus, U.S. Preliminary Prospectus, Canadian Prospectus, U.S. Prospectus, Supplementary Material and U.S. Private Placement Memorandum any Permitted Free Writing Prospectus, filing fees incident to the review by FINRA of the terms of the sale of the Shares, fees and definitive certificate representing expenses of the Convertible Debentures, transfer agent and registrar for the Shares shall be borne by and be for the account of the Company; , provided that the Company shall only be responsible for 50% up to US$245,000 of the total legal fees and disbursements of Underwriters' legal counsel (exclusive of disbursements and all outapplicable taxes), and provided further that if the over-of-pocket expenses of allotment option provided for in Section 3(c) is exercised by the Underwriters, subject in whole or in part, then the Company agrees to a maximum be responsible for an additional amount of $100,000. In addition, in the event the transactions herein contemplated are not completed as a result up to US$15,000 of the Company's failure to comply with the terms of this agreement, the out-of-pocket expenses of the Underwriters (including all of the legal fees and disbursements of Underwriters' counsel) shall be borne by counsel (exclusive of disbursements and be for the account of the Companyapplicable taxes).