Common use of Over Allotment Option Clause in Contracts

Over Allotment Option. (1) The Company has granted to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-Allotment Option to purchase Additional Units at the Offering Price and/or Additional Warrants at a price of $0.08 per Additional Warrant, so long as the aggregate number Common Shares and Additional Warrants issued pursuant to the exercise of the Over-Allotment Option does not exceed 15% of the Purchased Unites sold under the Offering (as defined herein). The Over-Allotment Option is exercisable in whole or in part at any time or times on or before 5:00 p.m. (Toronto time) on the date that is 30 days following the Closing Date. The Lead Underwriter, on behalf of the Underwriters, may exercise the Over-Allotment Option from time to time, in whole or in part, during the currency thereof by delivering written notice to the Company (the “Over-Allotment Notice”) specifying the number of Additional Units and/or Additional Warrants which the Underwriters wish to purchase or arrange to have purchased by one or more Substituted Purchasers in the United States or who are U.S. Persons. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on the Over-Allotment Closing Date, pay to the Company the aggregate purchase price for the Additional Units and/or Additional Warrants so purchased by wire transfer, certified cheque or bank draft dated the Over-Allotment Closing Date against delivery of one or more certificates in definitive form representing the Unit Shares and Warrants comprising the Additional Units and/or Additional Warrants registered in the name of “CDS & Co.” or in such other name as the Underwriters, on behalf of the Underwriters, may direct. Notwithstanding the foregoing, if the Company determines to issue any of the Unit Shares and/or Warrants comprising the Additional Units and/or the Additional Warrants as book-entry only securities in accordance with the “non-certificated inventory” rules and procedures of CDS, then as an alternative or in addition to the Company delivering one or more definitive certificates representing the Unit Shares and/or Warrants, the Underwriters will provide a direction to CDS with respect to the crediting of the Unit Shares and / or the Warrants to the accounts of participants of CDS as shall be designated by the Underwriters in writing in sufficient time prior to the Closing Date to permit such crediting. The applicable terms, conditions and provisions of this Underwriting Agreement (including the provisions of Section 6 relating to closing deliveries unless otherwise agreed to by the Underwriters and the Company) shall apply mutatis mutandis to the issuance of any Units and/or Additional Warrants pursuant to any exercise of the Over-Allotment Option, except as otherwise agreed by the Company and the Underwriters. Furthermore, upon exercise of the Over-Allotment Option, the Company shall issue and deliver that amount of Compensation Option Certificates to the Lead Underwriter, on behalf of the Underwriters, in accordance with the applicable provisions set forth herein.

Over Allotment Option. (1) 5.1 The Company has granted Partnership hereby grants to the Underwriters, in the respective percentages set forth in Section 19 hereof, an irrevocable option (the “Over-Allotment Option”) to purchase up to Units (the “Additional Units”) for the purpose purchase price of covering over-allotments$ per Additional Unit, if anybeing an aggregate purchase price of up to $ , less an amount per Additional Unit equal to any dividend or for market stabilization purposesdistribution declared by the Partnership and payable on the Units but not payable on the Additional Units (the “Additional Purchase Price”). If the Representatives, on behalf of the Underwriters, elect to exercise the Over-Allotment Option to purchase Option, the Representatives shall notify the Partnership in writing not later than 5:00 p.m. (New York City time) on the 30th day after the Closing Date, which notice shall specify the number of Additional Units to be purchased by the Underwriters and the date (the “Over-Allotment Option Closing Date”) and time at which such Additional Units are to be purchased (the Offering Price and/or Additional Warrants at a price of $0.08 per Additional Warrant, so long as the aggregate number Common Shares and Additional Warrants issued pursuant to “Over-Allotment Option Closing Time”) which date shall be no earlier than three business days or later than five business days after the exercise of the Over-Allotment Option does and, in any event, may not exceed 15% of the Purchased Unites sold under the Offering (as defined herein). The Over-Allotment Option is exercisable in whole or in part at any time or times on or before 5:00 p.m. (Toronto time) on the date that is 30 days following be earlier than the Closing Date. The Lead UnderwriterAdditional Units may be purchased solely for the purpose of covering over-allotments made in connection with the Offering, on behalf of the Underwritersif any, may exercise the Over-Allotment Option from time and for market stabilization purposes. If any Additional Units are purchased, each Underwriter agrees, severally and not jointly, to time, in whole or in part, during the currency thereof by delivering written notice to the Company (the “Over-Allotment Notice”) specifying purchase the number of Additional Units and/or Additional Warrants which (subject to such adjustments to eliminate fractional Units as the Underwriters wish may determine) that bears the same proportion to purchase or arrange the total number of Additional Units to have be purchased as the number of Units being purchased by one or more Substituted Purchasers in the United States or who are U.S. Persons. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on the Over-Allotment Closing Date, pay such Underwriter bears to the Company the aggregate purchase price for the Additional total number of Units and/or Additional Warrants so purchased by wire transfer, certified cheque or bank draft dated the Over-Allotment Closing Date against delivery of one or more certificates in definitive form representing the Unit Shares and Warrants comprising the Additional Units and/or Additional Warrants registered in the name of “CDS & Co.” or in such other name as the Underwriters, on behalf of the Underwriters, may direct. Notwithstanding the foregoing, if the Company determines to issue any of the Unit Shares and/or Warrants comprising the Additional Units and/or the Additional Warrants as book-entry only securities in accordance with the “non-certificated inventory” rules and procedures of CDS, then as an alternative or in addition to the Company delivering one or more definitive certificates representing the Unit Shares and/or Warrants, the Underwriters will provide a direction to CDS with respect to the crediting of the Unit Shares and / or the Warrants to the accounts of participants of CDS as shall be designated by the Underwriters in writing in sufficient time prior to the Closing Date to permit such crediting. The applicable terms, conditions and provisions of this Underwriting Agreement (including the provisions of Section 6 relating to closing deliveries unless otherwise agreed to by the Underwriters and the Company) shall apply mutatis mutandis to the issuance of any Units and/or Additional Warrants pursuant to any exercise of the Over-Allotment Option, except as otherwise agreed by the Company and the Underwriters. Furthermore, upon exercise of the Over-Allotment Option, the Company shall issue and deliver that amount of Compensation Option Certificates to the Lead Underwriter, on behalf of the Underwriters, in accordance with the applicable provisions set forth hereinpurchased.

Over Allotment Option. (1a) The Company has granted Corporation hereby grants to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-Allotment Option to purchase Additional Units at the Offering Price and/or Additional Warrants at a price of $0.08 per Additional Warrant, so long as the aggregate number Common Shares and Additional Warrants issued pursuant to the exercise of the Over-Allotment Option does not exceed 15% of the Purchased Unites sold under the Offering (as defined herein)Debentures. The Over-Allotment Option is exercisable in whole or in part at any time or times on or before 5:00 p.m. (Toronto Calgary time) on the date that is 30 days following the Closing Date. For greater certainty, the Underwriters shall be paid the Underwriting Fee in respect of the sale of any Over-Allotment Debentures purchased pursuant to the exercise of the Over-Allotment Option. The Lead Underwriter, on behalf of the Underwriters, may exercise the Over-Allotment Option from time to time, in whole or in part, during the currency thereof by delivering written notice to the Company Corporation (the “Over-Allotment Notice”) specifying the number of Additional Units and/or Additional Warrants Over-Allotment Debentures which the Underwriters wish to purchase or arrange to have purchased by one or more Substituted Purchasers in the United States or who are U.S. Personspurchase. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on the Closing Date of the Over-Allotment Closing DateOption, which shall be a date that is not less than three Business Days and not more than five Business Days after the date of the Over-Allotment Notice (such day to be specified by the Lead Underwriter, on behalf of the Underwriters, in their sole discretion), pay to the Company Corporation (or as they may otherwise direct), as applicable, the aggregate purchase price for the Additional Units and/or Additional Warrants Over-Allotment Debentures so purchased by wire transfer, certified cheque or bank draft dated in Canadian currency against electronic delivery of the Over-Allotment Closing Date against delivery Debentures purchased, to CDS or its nominee on behalf of one or more certificates in definitive form representing the Unit Shares and Warrants comprising the Additional Units and/or Additional Warrants Underwriters registered in the name of “CDS & Co.” or in such other name as the Underwriters, on behalf of the Underwriters, Lead Underwriter may direct. Notwithstanding the foregoing, if the Company determines direct to issue any of the Unit Shares and/or Warrants comprising the Additional Units and/or the Additional Warrants be held by CDS as booka non-entry only securities certificated inventory in accordance with the “non-certificated inventory” rules and procedures of CDS, then as an alternative or in addition to the Company delivering one or more definitive certificates representing the Unit Shares and/or Warrants, the Underwriters will provide a direction to CDS with respect to the crediting of the Unit Shares and / or the Warrants to the accounts of participants of CDS as shall be designated by the Underwriters in writing in sufficient time prior to the Closing Date to permit such crediting. The applicable terms, conditions and provisions of this Underwriting Agreement (including including, without limitation, the provisions of Section 6 5 relating to closing deliveries unless otherwise agreed to by the Underwriters Lead Underwriter and the CompanyCorporation) shall apply mutatis mutandis to the issuance of any Units and/or Additional Warrants Over-Allotment Debentures pursuant to any exercise of the Over-Allotment Option, except as otherwise agreed by the Company and the Underwriters. Furthermore, upon exercise of the Over-Allotment Option, the Company shall issue and deliver that amount of Compensation Option Certificates to the Lead Underwriter, on behalf of the Underwriters, in accordance with the applicable provisions set forth herein.

Over Allotment Option. (1a) The Company has granted Corporation hereby grants to the UnderwritersAgents, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-Allotment Option to purchase the Additional Units at the Offering Price or Additional Debentures and/or Additional Warrants at a price of $0.08 per Additional Warrant, so long as the aggregate number Common Shares and Additional Warrants issued pursuant to the exercise of the Over-Allotment Option does not exceed 15% of the Purchased Unites sold under the Offering (as defined herein)Warrants. The Over-Allotment Option is exercisable in whole or in part at any time or times on or before 5:00 p.m. (Toronto time) on the date that is 30 days 30th day following the Closing Date. The Lead UnderwriterFor greater certainty, the Agents will be paid the Agency Fee in respect of the sale of any Additional Units or Additional Debentures and/or Additional Warrants pursuant to the exercise of the Over-Allotment Option. MRCC, on behalf of the UnderwritersAgents, may exercise the Over-Allotment Option from time to time, in whole or in part, during the currency period thereof by delivering written notice to the Company Corporation (the “Over-Allotment Notice”) specifying the number of Additional Units or Additional Debentures and/or Additional Warrants which the Underwriters Agents wish to purchase or arrange to have purchased by one or more Substituted Purchasers in the United States or who are U.S. Personspurchase. If the Underwriters Agents exercise the Over-Allotment Option, the Underwriters shallAgents will, on the date of Closing of any exercise of the Over-Allotment Closing DateOption, which will be a date that is not less than three Business Days and not more than five Business Days after the date of the Over- Allotment Notice (such day to be specified by the Agents in their sole discretion), pay to the Company Corporation the aggregate purchase price for the Additional Units or Additional Debentures and/or Additional Warrants so purchased sold, less an amount equal to the Agency Fee payable in respect of the sale of the Additional Units or Additional Debentures and/or Additional Warrants, by wire transfer, certified cheque or bank draft dated the Over-Allotment Closing Date in Canadian currency against delivery of one or more certificates in definitive form representing the Unit Shares and Warrants comprising the Additional Units or Additional Debentures and/or Additional Warrants sold, registered in the name of “CDS & Co.” or in such other name as the UnderwritersAgents may direct for deposit into the electronic book based system for clearing, on behalf of the Underwriters, may directdepository and entitlement services operated by CDS. Notwithstanding the foregoing, if the Company Corporation determines to issue any of the Unit Shares and/or Warrants comprising the Additional Units or Additional Debentures and/or the Additional Warrants as book-entry only securities in accordance with the “non-certificated inventory” rules and procedures of CDS, then as an alternative or in addition to the Company Corporation delivering one or more definitive certificates representing the Unit Shares and/or WarrantsAdditional Debentures, the Underwriters Agents will provide a direction to CDS with respect to the crediting of the Unit Shares and / Additional Units or the Additional Debentures and/or Additional Warrants to the accounts of participants of CDS as shall will be designated by the Underwriters Agents in writing in sufficient time prior to the Closing Date to permit such crediting. The applicable terms, conditions and provisions of this Underwriting Agreement (including including, without limitation, the provisions of Section 6 11 relating to closing deliveries unless otherwise agreed to by the Underwriters Agents and the CompanyCorporation) shall will apply mutatis mutandis to the issuance of any Additional Units or Additional Debentures and/or Additional Warrants pursuant to any exercise of the Over-Allotment Option, except as otherwise agreed by the Company and the Underwriters. Furthermore, upon exercise of the Over-Allotment Option, the Company shall issue and deliver that amount of Compensation Option Certificates to the Lead Underwriter, on behalf of the Underwriters, in accordance with the applicable provisions set forth herein.

Over Allotment Option. (1) 5.1 The Company has granted Selling Securityholder hereby grants to the Underwriters, in the respective percentages set forth in Section 20 hereof, an irrevocable option (the “Over-Allotment Option”) to purchase up to 608,250 Exchangeable Shares (the “Additional Exchangeable Shares”) for the purpose purchase price of covering over-allotments$80.20 per Additional Exchangeable Share, if anybeing an aggregate purchase price of up to $48,781,650 (the “Additional Purchase Price”). If the Representatives, or for market stabilization purposeson behalf of the Underwriters, elect to exercise the Over-Allotment Option, the Representatives shall notify the Selling Securityholder in writing not later than 5:00 p.m. (Toronto time) on the 30th day after the Closing Date, which notice shall specify the number of Additional Exchangeable Shares to be purchased by the Underwriters and the date (the “Over-Allotment Option Closing Date”) and time at which such Additional Exchangeable Shares are to purchase Additional Units at be purchased (the Offering Price and/or Additional Warrants at a price of $0.08 per Additional Warrant, so long as the aggregate number Common Shares and Additional Warrants issued pursuant to “Over-Allotment Option Closing Time”) which date shall be no earlier than three business days or later than five business days after the exercise of the Over-Allotment Option does and, in any event, may not exceed 15% of the Purchased Unites sold under the Offering (as defined herein). The Over-Allotment Option is exercisable in whole or in part at any time or times on or before 5:00 p.m. (Toronto time) on the date that is 30 days following be earlier than the Closing Date. The Lead UnderwriterAdditional Exchangeable Shares may be purchased solely for the purpose of covering over-allotments made in connection with the Offering, on behalf of the Underwritersif any, may exercise the Over-Allotment Option from time and for market stabilization purposes. If any Additional Exchangeable Shares are purchased, each Underwriter agrees, severally and not jointly, to time, in whole or in part, during the currency thereof by delivering written notice to the Company (the “Over-Allotment Notice”) specifying purchase the number of Additional Units and/or Additional Warrants which Exchangeable Shares (subject to such adjustments to eliminate fractional Exchangeable Shares as the Underwriters wish may determine) that bears the same proportion to purchase or arrange the total number of Additional Exchangeable Shares to have be purchased as the number of Exchangeable Shares being purchased by one or more Substituted Purchasers in the United States or who are U.S. Persons. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on the Over-Allotment Closing Date, pay such Underwriter bears to the Company the aggregate purchase price for the Additional Units and/or Additional Warrants so purchased by wire transfer, certified cheque or bank draft dated the Over-Allotment Closing Date against delivery total number of one or more certificates in definitive form representing the Unit Exchangeable Shares and Warrants comprising the Additional Units and/or Additional Warrants registered in the name of “CDS & Co.” or in such other name as the Underwriters, on behalf of the Underwriters, may direct. Notwithstanding the foregoing, if the Company determines to issue any of the Unit Shares and/or Warrants comprising the Additional Units and/or the Additional Warrants as book-entry only securities in accordance with the “non-certificated inventory” rules and procedures of CDS, then as an alternative or in addition to the Company delivering one or more definitive certificates representing the Unit Shares and/or Warrants, the Underwriters will provide a direction to CDS with respect to the crediting of the Unit Shares and / or the Warrants to the accounts of participants of CDS as shall be designated by the Underwriters in writing in sufficient time prior to the Closing Date to permit such crediting. The applicable terms, conditions and provisions of this Underwriting Agreement (including the provisions of Section 6 relating to closing deliveries unless otherwise agreed to by the Underwriters and the Company) shall apply mutatis mutandis to the issuance of any Units and/or Additional Warrants pursuant to any exercise of the Over-Allotment Option, except as otherwise agreed by the Company and the Underwriters. Furthermore, upon exercise of the Over-Allotment Option, the Company shall issue and deliver that amount of Compensation Option Certificates to the Lead Underwriter, on behalf of the Underwriters, in accordance with the applicable provisions set forth hereinpurchased.

Over Allotment Option. (1) The Company has granted Subject to the Underwritersterms and conditions hereinafter stated and upon the basis of the representations, warranties and agreements set forth herein, the Company hereby grants to the Representative and its designees an option to purchase from the Company, solely for the purpose of covering over-allotmentsallotments in connection with the distribution and sale of the Firm Shares, if any, all or any portion of the Option Shares for market stabilization purposes, a period of thirty (30) days from the Over-Allotment Option to purchase Additional Units date hereof at the Offering Purchase Price and/or Additional Warrants at a price of $0.08 per Additional Warrant, so long as share set forth in Section 3(a) hereof less an amount per share equal to any dividends or distributions declared by the aggregate number Common Company and payable on each Firm Share but not on the Option Shares. Option Shares and Additional Warrants issued pursuant to shall be purchased from the exercise Company for the accounts of the Over-Allotment Option does not exceed 15% of the Purchased Unites sold under the Offering (as defined herein). The Over-Allotment Option is exercisable several Underwriters in whole or in part at any time or times on or before 5:00 p.m. (Toronto time) on the date that is 30 days following the Closing Date. The Lead Underwriter, on behalf of the Underwriters, may exercise the Over-Allotment Option from time proportion to time, in whole or in part, during the currency thereof by delivering written notice to the Company (the “Over-Allotment Notice”) specifying the number of Additional Units and/or Additional Warrants which Firm Shares set forth opposite such Underwriter’s name in Schedule I hereto, except that the Underwriters wish respective purchase obligations of each Underwriter shall be adjusted by the Representative so that no Underwriter shall be obligated to purchase or arrange to have purchased by one or more Substituted Purchasers in the United States or who are U.S. Personsfractional Option Shares. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on the Over-Allotment Closing Date, pay to the Company the aggregate purchase price for the Additional Units and/or Additional Warrants so purchased by wire transfer, certified cheque or bank draft dated the Over-Allotment Closing Date against delivery of one or more certificates in definitive form representing the Unit No Option Shares and Warrants comprising the Additional Units and/or Additional Warrants registered in the name of “CDS & Co.” or in such other name as the Underwriters, on behalf of the Underwriters, may direct. Notwithstanding the foregoing, if the Company determines to issue any of the Unit Shares and/or Warrants comprising the Additional Units and/or the Additional Warrants as book-entry only securities in accordance with the “non-certificated inventory” rules and procedures of CDS, then as an alternative or in addition to the Company delivering one or more definitive certificates representing the Unit Shares and/or Warrants, the Underwriters will provide a direction to CDS with respect to the crediting of the Unit Shares and / or the Warrants to the accounts of participants of CDS as shall be designated by sold and delivered unless the Underwriters in writing in sufficient time prior Firm Shares previously have been, or simultaneously are, sold and delivered. Any exercise notice shall specify the number of Option Shares to the Closing Date to permit such crediting. The applicable terms, conditions and provisions of this Underwriting Agreement (including the provisions of Section 6 relating to closing deliveries unless otherwise agreed to be purchased by the Underwriters and the Company) shall apply mutatis mutandis date on which such shares are to the issuance of any Units and/or Additional Warrants pursuant to any exercise of the Over-Allotment Option, except as otherwise agreed by the Company and the Underwritersbe purchased. Furthermore, upon exercise of the Over-Allotment Option, Each purchase date must be at least two business days (unless the Company shall issue agree to a shorter period) after the written notice is given and deliver that amount may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of Compensation such notice. Option Certificates to Shares may be purchased as provided in Section 3 hereof solely for the Lead Underwriter, on behalf purpose of covering over-allotments made in connection with the offering of the Underwriters, in accordance with the applicable provisions set forth hereinFirm Shares.

Over Allotment Option. (1) The Company has granted To the extent that any Buyer does not elect to purchase its Pro Rata Share of Units on or prior to the UnderwritersElection Termination Date, for then Buyers who wish to purchase more than their Pro Rata Share of Units shall deliver to the purpose Company at least five (5) Business Days prior to the Election Termination Date an Election Notice to purchase Units on the Election Termination Date and the maximum dollar amount of covering overUnits it wishes to purchase on such date. On or prior to the third Business Day prior to the Election Termination Date, the Company shall determine from all the applicable Election Notices received the maximum amount of Units that all Buyers collectively wish to purchase on the Election Closing Date in excess of their Pro Rata Share of Units and the amount of Units each such Buyer may Purchase in excess of its Pro Rata Share (such amount of Units, the “Over-allotmentsAllotment Amount”), if anyand shall deliver written notice to each such Buyer specifying the total amount of Units to be purchased by each Buyer at the corresponding Election Closing on the Election Termination Date, or for market stabilization purposes, and setting forth the Over-Allotment Option Amount of Units to purchase Additional Units at the Offering Price and/or Additional Warrants at a price of $0.08 per Additional Warrant, so long as the aggregate number Common Shares and Additional Warrants issued pursuant to the exercise of the Over-Allotment Option does not exceed 15% of the Purchased Unites sold under the Offering (as defined herein)be purchased by each such Buyer. The Over-Allotment Option is exercisable Amount shall be determined by (x) subtracting from 4,000 the amount of Units elected to be purchased by each Buyer pursuant to this Section 1(c) up to such Buyer’s Pro Rata Amount, and (y) multiplying that difference by the Pro Rata Share of each Buyer electing to purchase Units in whole or excess of its Pro Rata Share of Units, except that the denominator in part at any time or times on or before 5:00 p.m. (Toronto time) on such calculation shall only include each Buyer electing to purchase Units in excess of its Pro Rata Share of Units, provided that the date that is 30 days following the Closing Date. The Lead Underwriter, on behalf a Buyer shall not be required to purchase an amount of Units in excess of the Underwritersmaximum number of Units set forth in its corresponding Election Notice (and to the extent any Units are left over after such calculation, may exercise the such calculation is to be re-run only including Buyers electing to purchase in excess of their Pro Rata Share of Units for which their respective Over-Allotment Option from time to time, in whole or in part, during the currency thereof by delivering written notice to the Company (the “Over-Allotment Notice”) specifying the number of Additional Units and/or Additional Warrants which the Underwriters wish to purchase or arrange to have purchased by one or more Substituted Purchasers Amounts in the United States or who are U.S. Persons. If prior calculation do not exceed the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on the Over-Allotment Closing Date, pay maximum numbers of Units to the Company the aggregate purchase price for the Additional Units and/or Additional Warrants so be purchased by wire transfer, certified cheque or bank draft dated the Over-Allotment Closing Date against delivery of one or more certificates in definitive form representing the Unit Shares and Warrants comprising the Additional Units and/or Additional Warrants registered in the name of “CDS & Co.” or in such other name as the Underwriters, on behalf of the Underwriters, may direct. Notwithstanding the foregoing, if the Company determines to issue any of the Unit Shares and/or Warrants comprising the Additional Units and/or the Additional Warrants as book-entry only securities in accordance with the “non-certificated inventory” rules and procedures of CDS, then as an alternative or in addition to the Company delivering one or more definitive certificates representing the Unit Shares and/or Warrants, the Underwriters will provide a direction to CDS with respect to the crediting of the Unit Shares and / or the Warrants to the accounts of participants of CDS as shall be designated by the Underwriters in writing in sufficient time prior to the Closing Date to permit such crediting. The applicable terms, conditions and provisions of this Underwriting Agreement (including the provisions of Section 6 relating to closing deliveries unless otherwise agreed to by the Underwriters and the Company) shall apply mutatis mutandis to the issuance of any Units and/or Additional Warrants pursuant to any exercise of the Over-Allotment Option, except as otherwise agreed by the Company and the Underwriters. Furthermore, upon exercise of the Over-Allotment Option, the Company shall issue and deliver that amount of Compensation Option Certificates to the Lead Underwriter, on behalf of the Underwriters, in accordance with the applicable provisions set forth hereinin their corresponding Election Notices).

Over Allotment Option. (1) 5.1 The Company has granted Selling Securityholder hereby grants to the Underwriters, in the respective percentages set forth in section 19 hereof, an irrevocable option (the “Over-Allotment Option”) to purchase up to 662,700 Exchangeable Shares (the “Additional Exchangeable Shares”) for the purpose purchase price of covering over-allotments$62.25 per Additional Exchangeable Share, if anybeing an aggregate purchase price of up to $41,253,075 (the “Additional Purchase Price”). If the Representatives, or for market stabilization purposeson behalf of the Underwriters, elect to exercise the Over-Allotment Option, the Representatives shall notify the Selling Securityholder in writing not later than 5:00 p.m. (Toronto time) on the 30th day after the Closing Date, which notice shall specify the number of Additional Exchangeable Shares to be purchased by the Underwriters and the date (the “Over-Allotment Option Closing Date”) and time at which such Additional Exchangeable Shares are to purchase Additional Units at be purchased (the Offering Price and/or Additional Warrants at a price of $0.08 per Additional Warrant, so long as the aggregate number Common Shares and Additional Warrants issued pursuant to “Over-Allotment Option Closing Time”) which date shall be no earlier than three business days or later than five business days after the exercise of the Over-Allotment Option does and, in any event, may not exceed 15% of the Purchased Unites sold under the Offering (as defined herein). The Over-Allotment Option is exercisable in whole or in part at any time or times on or before 5:00 p.m. (Toronto time) on the date that is 30 days following be earlier than the Closing Date. The Lead UnderwriterAdditional Exchangeable Shares may be purchased solely for the purpose of covering over-allotments made in connection with the Offering, on behalf of the Underwritersif any, may exercise the Over-Allotment Option from time and for market stabilization purposes. If any Additional Exchangeable Shares are purchased, each Underwriter agrees, severally and not jointly, to time, in whole or in part, during the currency thereof by delivering written notice to the Company (the “Over-Allotment Notice”) specifying purchase the number of Additional Units and/or Additional Warrants which Exchangeable Shares (subject to such adjustments to eliminate fractional Exchangeable Shares as the Underwriters wish may determine) that bears the same proportion to purchase or arrange the total number of Additional Exchangeable Shares to have be purchased as the number of Exchangeable Shares being purchased by one or more Substituted Purchasers in the United States or who are U.S. Persons. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on the Over-Allotment Closing Date, pay such Underwriter bears to the Company the aggregate purchase price for the Additional Units and/or Additional Warrants so purchased by wire transfer, certified cheque or bank draft dated the Over-Allotment Closing Date against delivery total number of one or more certificates in definitive form representing the Unit Exchangeable Shares and Warrants comprising the Additional Units and/or Additional Warrants registered in the name of “CDS & Co.” or in such other name as the Underwriters, on behalf of the Underwriters, may direct. Notwithstanding the foregoing, if the Company determines to issue any of the Unit Shares and/or Warrants comprising the Additional Units and/or the Additional Warrants as book-entry only securities in accordance with the “non-certificated inventory” rules and procedures of CDS, then as an alternative or in addition to the Company delivering one or more definitive certificates representing the Unit Shares and/or Warrants, the Underwriters will provide a direction to CDS with respect to the crediting of the Unit Shares and / or the Warrants to the accounts of participants of CDS as shall be designated by the Underwriters in writing in sufficient time prior to the Closing Date to permit such crediting. The applicable terms, conditions and provisions of this Underwriting Agreement (including the provisions of Section 6 relating to closing deliveries unless otherwise agreed to by the Underwriters and the Company) shall apply mutatis mutandis to the issuance of any Units and/or Additional Warrants pursuant to any exercise of the Over-Allotment Option, except as otherwise agreed by the Company and the Underwriters. Furthermore, upon exercise of the Over-Allotment Option, the Company shall issue and deliver that amount of Compensation Option Certificates to the Lead Underwriter, on behalf of the Underwriters, in accordance with the applicable provisions set forth hereinpurchased.

Over Allotment Option. (1) 3.1 The Company has granted Corporation hereby grants to the Underwriters, for in the purpose respective percentages set out in Section 15.1 of covering over-allotments, if any, or for market stabilization purposesthis Agreement, the Over-Allotment Option to purchase Additional Units at the Offering Price and/or Additional Warrants at a price of $0.08 per Additional Warrantup to an additional 2,529,000 Optional Securities, so long as the aggregate number Common Shares and Additional Warrants issued pursuant to the exercise of the Over-Allotment Option does not exceed being 15% of the Purchased Unites sold under number of Firm Securities at a purchase price per Optional Security equal to the Offering (as defined herein)purchase price per Firm Security. The Over-Allotment Option is exercisable may be exercised in whole or in part on one occasion prior to its expiry in accordance with the provisions of this Agreement. Delivery of and payment for any Optional Security will be made at any the offices of the Corporation’s counsel, at the time (the “Option Closing Time”) on the date set out in the written notice of the Joint Bookrunners referred to below (the “Option Closing Date”) which may occur on the Closing Date but will in no event occur earlier than the Closing Date, nor earlier than two Business Days or times later than five Business Days after the date upon which the Corporation receives written notice from the Joint Bookrunners on or before behalf of the Underwriters, setting out the number of Optional Securities to be purchased by the Underwriters, which notice must be received by the Corporation not later than 5:00 p.m. (Toronto time) on the date that is 30 thirty (30) days following after the Closing Date. The Lead Underwriter, on behalf Upon the furnishing of the Underwriters, may exercise the Over-Allotment Option from time to time, in whole or in part, during the currency thereof by delivering written notice to the Company (the “Over-Allotment Notice”) specifying the number of Additional Units and/or Additional Warrants which the Underwriters wish to purchase or arrange to have purchased by one or more Substituted Purchasers in the United States or who are U.S. Persons. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on the Over-Allotment Closing Date, pay to the Company the aggregate purchase price for the Additional Units and/or Additional Warrants so purchased by wire transfer, certified cheque or bank draft dated the Over-Allotment Closing Date against delivery of one or more certificates in definitive form representing the Unit Shares and Warrants comprising the Additional Units and/or Additional Warrants registered in the name of “CDS & Co.” or in such other name as the Underwriters, on behalf of the Underwriters, may direct. Notwithstanding the foregoing, if the Company determines to issue any of the Unit Shares and/or Warrants comprising the Additional Units and/or the Additional Warrants as book-entry only securities in accordance with the “non-certificated inventory” rules and procedures of CDS, then as an alternative or in addition to the Company delivering one or more definitive certificates representing the Unit Shares and/or Warrantsnotice, the Underwriters will provide a direction severally (and not jointly or jointly and severally) be committed to CDS purchase, in the respective percentages set out in Section 15.1 of this Agreement, and the Corporation will be committed to issue and sell in accordance with respect and subject to the crediting provisions of this Agreement the Unit Shares and / or number of Optional Securities indicated in the Warrants to the accounts of participants of CDS as shall notice. Optional Securities may be designated purchased by the Underwriters only for the purpose of satisfying over-allotments made in writing in sufficient time prior connection with the distribution of the Firm Securities and for market stabilization purposes permitted pursuant to the Closing Date to permit such creditingApplicable Securities Laws. The applicable terms, conditions and provisions Corporation agrees that the number of this Underwriting Agreement (including the provisions of Section 6 relating Optional Securities to closing deliveries unless otherwise agreed to by the Underwriters and the Company) shall apply mutatis mutandis to the issuance of any Units and/or Additional Warrants pursuant to any exercise of the Over-Allotment Option, except as otherwise agreed by the Company and the Underwriters. Furthermore, be issued upon exercise of the Over-Allotment OptionOption shall be adjusted for any stock splits, the Company shall issue and deliver that amount of Compensation Option Certificates consolidations or other changes to the Lead UnderwriterCommon Shares after the Closing Date, on behalf of the Underwriters, in accordance with the applicable provisions set forth hereinif any.

Over Allotment Option. (1) 11.1 The Company Corporation has granted to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, Underwriters the Over-Allotment Option to purchase Additional purchase, severally and not jointly and severally, in accordance with the percentages set forth in Section 2.2, the Option Units at on the Offering Price and/or Additional Warrants at a price of $0.08 per Additional Warrant, so long same terms as the aggregate number Common Shares and Additional Warrants issued pursuant to the exercise of the Over-Allotment Option does not exceed 15% of the Purchased Unites sold under the Offering (Class A Restricted Voting Units as defined described herein). The Over-Allotment Option is exercisable in whole or in part at any time, and from time or times to time, on or before 5:00 p.m. (Toronto time) on the date that is 30 days following the Closing Date. The Lead Underwriter, on behalf of the Underwriters, Underwriters may exercise the Over-Allotment Option from time to time, in whole or in part, during the currency thereof by delivering written notice to the Company Corporation (the “Over-Allotment Notice”) not later than two Business Days prior to exercise, specifying the number of Additional Option Units and/or Additional Warrants which the Underwriters wish to purchase or arrange to have purchased by one or more Substituted Purchasers in and the United States or who are U.S. PersonsOver-Allotment Closing Date (which date may be the same as the Closing Date but not earlier than the Closing Date). If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on the Over-Allotment Closing Date, pay to the Company Corporation the aggregate purchase price for the Additional Option Units and/or Additional Warrants so purchased net of the amount of $0.175 per Option Unit by wire way of an electronic funds transfer, certified cheque or bank draft dated and the Over-Allotment Closing Date against delivery of one or more certificates in definitive form representing Corporation shall duly issue, register and deliver the Unit Shares and Warrants comprising Option Units which the Additional Units and/or Additional Warrants registered Underwriters have purchased to the Underwriters in the name form of “CDS & Co.” or in such other name as an electronic deposit pursuant to the Underwriters, on behalf of the Underwriters, may direct. Notwithstanding the foregoing, if the Company determines to issue any of the Unit Shares and/or Warrants comprising the Additional Units and/or the Additional Warrants as book-entry only securities in accordance with the “non-certificated inventory” rules and procedures of CDS, then as an alternative or in addition to the Company delivering one or more definitive certificates issue system maintained by CDS representing the Unit Shares and/or Warrants, Option Units to such CDS instant deposit number(s) as the Underwriters will provide a direction to CDS with respect to the crediting of the Unit Shares and / or the Warrants to the accounts of participants of CDS as shall be designated by the Underwriters in writing in sufficient time prior to the Closing Date to permit such creditingmay advise. The applicable terms, conditions and provisions of this Underwriting Agreement (including the provisions of Section 6 relating to closing deliveries unless otherwise agreed to by the Underwriters and the Company) shall apply mutatis mutandis to the issuance of any Option Units and/or Additional Warrants pursuant to any exercise of the Over-Allotment Option, including the delivery to the Underwriters of the documents referred to in Sections 12.1(d), 12.1(f) and 12.1(g) dated the Over-Allotment Closing Date and such other customary closing certificates and documents as the Underwriters may reasonably request with respect to the good standing of the Corporation and other matters related to the sale and issuance of the Option Units, except as otherwise agreed by the Company Corporation and the Underwriters. Furthermore, upon exercise of the Over-Allotment Option, the Company shall issue and deliver that amount of Compensation Option Certificates to the Lead Underwriter, on behalf of the Underwriters, in accordance with the applicable provisions set forth herein.

Over Allotment Option. (1) The Company has granted In addition, on the basis of the representations and warranties herein included and subject to the Underwritersterms and conditions herein set forth, the Company hereby grants an option to the Underwriters to purchase up to an additional 300,000 Shares at the purchase price set forth on the first page of this Agreement less the amount of any distribution payable with respect to an Initial Share but not payable with respect to an Option Share. The option hereby granted will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time only for the purpose of covering over-allotmentsallotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Underwriters to the Company setting forth the number of Option Shares as to which the Underwriters are then exercising the option and the time, if anydate and place of payment and delivery for such Option Shares. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Underwriters but shall not be later than three full business days, or for market stabilization purposesnor earlier than two full business days, the Over-Allotment Option to purchase Additional Units at the Offering Price and/or Additional Warrants at a price of $0.08 per Additional Warrant, so long as the aggregate number Common Shares and Additional Warrants issued pursuant to after the exercise of the Over-Allotment Option does not exceed 15% of the Purchased Unites sold under the Offering (as defined herein). The Over-Allotment Option is exercisable said option, nor in whole or in part at any time or times on or before 5:00 p.m. (Toronto time) on the date that is 30 days following the Closing Date. The Lead Underwriter, on behalf of the Underwriters, may exercise the Over-Allotment Option from time to time, in whole or in part, during the currency thereof by delivering written notice to the Company (the “Over-Allotment Notice”) specifying the number of Additional Units and/or Additional Warrants which the Underwriters wish to purchase or arrange to have purchased by one or more Substituted Purchasers in the United States or who are U.S. Persons. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on the Over-Allotment Closing Date, pay to the Company the aggregate purchase price for the Additional Units and/or Additional Warrants so purchased by wire transfer, certified cheque or bank draft dated the Over-Allotment Closing Date against delivery of one or more certificates in definitive form representing the Unit Shares and Warrants comprising the Additional Units and/or Additional Warrants registered in the name of “CDS & Co.” or in such other name as the Underwriters, on behalf of the Underwriters, may direct. Notwithstanding the foregoing, if the Company determines to issue any of the Unit Shares and/or Warrants comprising the Additional Units and/or the Additional Warrants as book-entry only securities in accordance with the “non-certificated inventory” rules and procedures of CDS, then as an alternative or in addition to the Company delivering one or more definitive certificates representing the Unit Shares and/or Warrants, the Underwriters will provide a direction to CDS with respect to the crediting of the Unit Shares and / or the Warrants to the accounts of participants of CDS as shall be designated by the Underwriters in writing in sufficient time event prior to the Closing Date to permit such crediting. The applicable termsTime, conditions and provisions of this Underwriting Agreement (including the provisions of Section 6 relating to closing deliveries unless otherwise agreed to upon by the Underwriters and the Company) shall apply mutatis mutandis . If the option is exercised as to the issuance of all or any Units and/or Additional Warrants pursuant to any exercise portion of the Over-Allotment OptionOption Shares, except as otherwise agreed by the Company and the Underwriters. Furthermore, upon exercise of the Over-Allotment Option, the Company shall issue and deliver that amount of Compensation Option Certificates to the Lead Underwriter, on behalf each of the Underwriters, in accordance with acting severally and not jointly, will purchase that proportion of the applicable provisions total number of Option Shares then being purchased which the number of Initial Shares each such Underwriter has severally agreed to purchase as set forth hereinin Schedule A hereto bears to the total number of Initial Shares, subject to such adjustments as the Representative in its discretion shall make to eliminate any sales or purchases of fractional Shares.

Over Allotment Option. (1) 3.1 The Company has granted Corporation hereby grants to the Underwriters, for in the purpose respective percentages set out in Section 15.1 of covering over-allotments, if any, or for market stabilization purposesthis Agreement, the Over-Allotment Option to purchase Additional Units up to an additional 1,509,000 Optional Securities, being 15% of the number of Firm Securities at a purchase price per Optional Security equal to the Purchase Price. The Over-Allotment Option may be exercised in whole or in part on one occasion prior to its expiry in accordance with the provisions of this Agreement. Delivery of and payment for any Optional Security will be made electronically at the Offering Price and/or Additional Warrants at a price time (the “Option Closing Time”) on the date set out in the written notice of $0.08 per Additional Warrantthe Lead Underwriters referred to below (the “Option Closing Date”) which may occur on the Closing Date but will in no event occur earlier than the Closing Date, so long as nor earlier than two Business Days or later than five Business Days after the aggregate date upon which the Corporation receives written notice from the Lead Underwriters on behalf of the Underwriters, setting out the number Common Shares of Optional Securities to be purchased by the Underwriters, which notice must be received by the Corporation not later than 5:00 p.m. (Montreal time) on the date that is thirty (30) days after the Closing Date. Upon the furnishing of the notice, the Underwriters will jointly (and Additional Warrants issued not solidarily) be committed to purchase, in the respective percentages set out in Section 15.1 of this Agreement, and the Corporation will be committed to issue and sell in accordance with and subject to the provisions of this Agreement the number of Optional Securities indicated in the notice. Optional Securities may be purchased by the Underwriters only for the purpose of satisfying over-allotments made in connection with the distribution of the Firm Securities and for market stabilization purposes permitted pursuant to Applicable Securities Laws. The Corporation agrees that the number of Optional Securities to be issued upon exercise of the Over-Allotment Option does not exceed 15% of shall be adjusted for any stock splits, consolidations or other changes to the Purchased Unites sold under the Offering (as defined herein). The Over-Allotment Option is exercisable in whole or in part at any time or times on or before 5:00 p.m. (Toronto time) on the date that is 30 days following Common Shares after the Closing Date. The Lead Underwriter, on behalf of the Underwriters, may exercise the Over-Allotment Option from time to time, in whole or in part, during the currency thereof by delivering written notice to the Company (the “Over-Allotment Notice”) specifying the number of Additional Units and/or Additional Warrants which the Underwriters wish to purchase or arrange to have purchased by one or more Substituted Purchasers in the United States or who are U.S. Persons. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on the Over-Allotment Closing Date, pay to the Company the aggregate purchase price for the Additional Units and/or Additional Warrants so purchased by wire transfer, certified cheque or bank draft dated the Over-Allotment Closing Date against delivery of one or more certificates in definitive form representing the Unit Shares and Warrants comprising the Additional Units and/or Additional Warrants registered in the name of “CDS & Co.” or in such other name as the Underwriters, on behalf of the Underwriters, may direct. Notwithstanding the foregoing, if the Company determines to issue any of the Unit Shares and/or Warrants comprising the Additional Units and/or the Additional Warrants as book-entry only securities in accordance with the “non-certificated inventory” rules and procedures of CDS, then as an alternative or in addition to the Company delivering one or more definitive certificates representing the Unit Shares and/or Warrants, the Underwriters will provide a direction to CDS with respect to the crediting of the Unit Shares and / or the Warrants to the accounts of participants of CDS as shall be designated by the Underwriters in writing in sufficient time prior to the Closing Date to permit such crediting. The applicable terms, conditions and provisions of this Underwriting Agreement (including the provisions of Section 6 relating to closing deliveries unless otherwise agreed to by the Underwriters and the Company) shall apply mutatis mutandis to the issuance of any Units and/or Additional Warrants pursuant to any exercise of the Over-Allotment Option, except as otherwise agreed by the Company and the Underwriters. Furthermore, upon exercise of the Over-Allotment Option, the Company shall issue and deliver that amount of Compensation Option Certificates to the Lead Underwriter, on behalf of the Underwriters, in accordance with the applicable provisions set forth hereinany.

Over Allotment Option. (1) The Company has granted to 25. For the Underwriters, for the sole purpose of covering the Underwriter’s over-allotmentsallotment position, if any, or for market stabilization purposes, the Corporation hereby grants to the Underwriters the Over-Allotment Option to purchase Additional Units at the Offering Price and/or Additional Warrants at a price of $0.08 per Additional Warrant, so long their-sole discretion up to 2,265,000 Option Shares to be offered and sold as the aggregate number Common Shares and Additional Warrants issued pursuant to the exercise of the Over-Allotment Option does not exceed 15% of the Purchased Unites sold under the Offering (as defined herein)contemplated hereunder. The Over-Allotment Option is exercisable in whole or in part at any time or times on or before 5:00 p.m. for a period of 30 days from and including the Closing Time at a price of $5.65 per Option Share, having an aggregate purchase price of $12,797,250 (Toronto time) on assuming the Over-Allotment Option is exercised in full), which is payable at the date that is 30 days following of closing of the Over-Allotment Option (the “Over-Allotment Closing Date”). The Lead UnderwriterUnderwriters will be paid a fee (the “Over-Allotment Fee”) equal to $0.2260 for each Option Share purchased on exercise of the Over-Allotment Option. Scotia, on behalf of the Underwriters, may exercise the Over-Allotment Option from time to time, in whole or in part, part during the currency thereof by delivering written notice to the Company (the “Over-Allotment Notice”) Corporation, specifying the aggregate number of Additional Units and/or Additional Warrants which Option Shares the Underwriters wish to purchase purchase, which notice shall be delivered at least 48 hours prior to the date of the Over-Allotment Closing (or arrange to have purchased by one or more Substituted Purchasers in such earlier time as the United States or who are U.S. PersonsCorporation and Scotia, on behalf of the Underwriters, may agree). If the Underwriters exercise the Over-Allotment OptionOption as aforesaid, the Underwriters shall, at the Over-Allotment Closing, pay to the Corporation, the purchase price for the Option Shares sold by each against delivery to Scotia, on behalf of the Underwriters, of: (i) certificates in definitive form evidencing the Option Shares to be purchased by the Underwriters from the Corporation registered as directed by Scotia, on behalf of the Underwriters; and (ii) payment by the Corporation to Scotia, on behalf of the Underwriters, of the Over-Allotment Fee relating to the Option Shares. Notwithstanding the foregoing, in all other respects, the applicable terms, conditions and provisions of this agreement shall apply to the Over-Allotment Closing and the Option Shares. The time of closing of the Over-Allotment Option (the “Over-Allotment Closing Time”) will be at 8:00 a.m. (Toronto time) on the Over-Allotment Closing Date, pay to the Company the aggregate purchase price for the Additional Units and/or Additional Warrants so purchased by wire transfer, certified cheque or bank draft dated the Over-Allotment Closing Date against delivery of one or more certificates in definitive form representing the Unit Shares and Warrants comprising the Additional Units and/or Additional Warrants registered in the name of “CDS & Co.” or in such other name time as the Underwriters, on behalf of the Underwriters, Corporation and Underwriters may direct. Notwithstanding the foregoing, if the Company determines to issue any of the Unit Shares and/or Warrants comprising the Additional Units and/or the Additional Warrants as book-entry only securities in accordance with the “non-certificated inventory” rules and procedures of CDS, then as an alternative or in addition to the Company delivering one or more definitive certificates representing the Unit Shares and/or Warrants, the Underwriters will provide a direction to CDS with respect to the crediting of the Unit Shares and / or the Warrants to the accounts of participants of CDS as shall be designated by the Underwriters in writing in sufficient time prior to the Closing Date to permit such crediting. The applicable terms, conditions and provisions of this Underwriting Agreement (including the provisions of Section 6 relating to closing deliveries unless otherwise agreed to by the Underwriters and the Company) shall apply mutatis mutandis to the issuance of any Units and/or Additional Warrants pursuant to any exercise of the Over-Allotment Option, except as otherwise agreed by the Company and the Underwriters. Furthermore, upon exercise of the Over-Allotment Option, the Company shall issue and deliver that amount of Compensation Option Certificates to the Lead Underwriter, on behalf of the Underwriters, in accordance with the applicable provisions set forth hereinagree.

Over Allotment Option. (1) 3.1 The Company has granted Corporation hereby grants to the Underwriters, for in the purpose respective percentages set out in Section 15.1 of covering over-allotments, if any, or for market stabilization purposesthis Agreement, the Over-Allotment Option to purchase Additional Units at the Offering Price and/or Additional Warrants at a price of $0.08 per Additional Warrantup to an additional 1,508,250 Optional Securities, so long as the aggregate number Common Shares and Additional Warrants issued pursuant to the exercise of the Over-Allotment Option does not exceed being 15% of the Purchased Unites sold under number of Firm Securities at a purchase price per Optional Security equal to the Offering (as defined herein)purchase price per Firm Security. The Over-Allotment Option is exercisable may be exercised in whole or in part on one occasion prior to its expiry in accordance with the provisions of this Agreement. Delivery of and payment for any Optional Security will be made at any the offices of the Corporation’s counsel, at the time (the “Option Closing Time”) on the date set out in the written notice of the Joint Bookrunners referred to below (the “Option Closing Date”) which may occur on the Closing Date but will in no event occur earlier than the Closing Date, nor earlier than two Business Days or times later than five Business Days after the date upon which the Corporation receives written notice from the Joint Bookrunners on or before behalf of the Underwriters, setting out the number of Optional Securities to be purchased by the Underwriters, which notice must be received by the Corporation not later than 5:00 p.m. (Toronto time) on the date that is 30 thirty (30) days following after the Closing Date. The Lead Underwriter, on behalf Upon the furnishing of the Underwriters, may exercise the Over-Allotment Option from time to time, in whole or in part, during the currency thereof by delivering written notice to the Company (the “Over-Allotment Notice”) specifying the number of Additional Units and/or Additional Warrants which the Underwriters wish to purchase or arrange to have purchased by one or more Substituted Purchasers in the United States or who are U.S. Persons. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on the Over-Allotment Closing Date, pay to the Company the aggregate purchase price for the Additional Units and/or Additional Warrants so purchased by wire transfer, certified cheque or bank draft dated the Over-Allotment Closing Date against delivery of one or more certificates in definitive form representing the Unit Shares and Warrants comprising the Additional Units and/or Additional Warrants registered in the name of “CDS & Co.” or in such other name as the Underwriters, on behalf of the Underwriters, may direct. Notwithstanding the foregoing, if the Company determines to issue any of the Unit Shares and/or Warrants comprising the Additional Units and/or the Additional Warrants as book-entry only securities in accordance with the “non-certificated inventory” rules and procedures of CDS, then as an alternative or in addition to the Company delivering one or more definitive certificates representing the Unit Shares and/or Warrantsnotice, the Underwriters will provide a direction severally (and not jointly or jointly and severally) be committed to CDS purchase, in the respective percentages set out in Section 15.1 of this Agreement, and the Corporation will be committed to issue and sell in accordance with respect and subject to the crediting provisions of this Agreement the Unit Shares and / or number of Optional Securities indicated in the Warrants to the accounts of participants of CDS as shall notice. Optional Securities may be designated purchased by the Underwriters only for the purpose of satisfying over-allotments made in writing in sufficient time prior connection with the distribution of the Firm Securities and for market stabilization purposes permitted pursuant to the Closing Date to permit such creditingApplicable Securities Laws. The applicable terms, conditions and provisions Corporation agrees that the number of this Underwriting Agreement (including the provisions of Section 6 relating Optional Securities to closing deliveries unless otherwise agreed to by the Underwriters and the Company) shall apply mutatis mutandis to the issuance of any Units and/or Additional Warrants pursuant to any exercise of the Over-Allotment Option, except as otherwise agreed by the Company and the Underwriters. Furthermore, be issued upon exercise of the Over-Allotment OptionOption shall be adjusted for any stock splits, the Company shall issue and deliver that amount of Compensation Option Certificates consolidations or other changes to the Lead UnderwriterCommon Shares after the Closing Date, on behalf of the Underwriters, in accordance with the applicable provisions set forth hereinif any.

Over Allotment Option. (1) The Company has granted and the Selling Stockholders also agree, subject to all the terms and conditions of this Agreement and to such adjustments as you may determine in order to avoid fractional shares, to issue (in the case of the Company) and sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the Company and the Selling Stockholders, at the same price per Share as the Underwriters shall pay for the purpose of covering over-allotmentsFirm Shares being sold pursuant to this Agreement (such additional Shares being referred to herein as the "Option Shares"), if any, or for market stabilization purposes, pursuant to an option (the "Over-Allotment Option to purchase Additional Units at the Offering Price and/or Additional Warrants at a price of $0.08 per Additional Warrant, so long as the aggregate number Common Shares and Additional Warrants issued pursuant to the exercise of the Over-Allotment Option does not exceed 15% of the Purchased Unites sold under the Offering (as defined herein). The Over-Allotment Option is exercisable in whole or in part at any time or times on or before 5:00 p.m. (Toronto timeOption") on the date that is 30 days following the Closing Date. The Lead Underwriter, on behalf of the Underwriters, which may exercise the Over-Allotment Option from time to timebe exercised, in whole or in part, during within thirty (30) calendar days after the currency thereof by delivering written notice Effective Date (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading), up to an aggregate of 300,000 Option Shares, of which up to an aggregate of [50,000] Option Shares may be purchased from the Company (Selling Stockholders and of which up to an aggregate of [240,000] Option Shares may be purchased from the “Over-Allotment Notice”) specifying the Company. The maximum number of Additional Units and/or Additional Warrants which Option Shares subject to sale by each Selling Stockholder shall be as set forth opposite the Underwriters wish to purchase or arrange to have purchased by one or more Substituted Purchasers in the United States or who are U.S. Personsname of such Selling Shareholder on Schedule II hereto. If the Underwriters exercise all or part of the Over-Allotment Option, the Underwriters shall, on the Over-Allotment Closing Date, pay to the Company the aggregate purchase price for the Additional Units and/or Additional Warrants so Option Shares will be purchased by wire transfer, certified cheque or bank draft dated the Over-Allotment Closing Date against delivery of one or more certificates in definitive form representing the Unit Shares and Warrants comprising the Additional Units and/or Additional Warrants registered in the name of “CDS & Co.” or in such other name as the Underwriters, on behalf of the Underwriters, may direct. Notwithstanding the foregoing, if the Company determines to issue any of the Unit Shares and/or Warrants comprising the Additional Units and/or the Additional Warrants as book-entry only securities in accordance with the “non-certificated inventory” rules and procedures of CDS, then as an alternative or in addition to the Company delivering one or more definitive certificates representing the Unit Shares and/or Warrants, the Underwriters will provide a direction to CDS with respect to the crediting of the Unit Shares and / or the Warrants to the accounts of participants of CDS as shall be designated by the Underwriters pro rata from the Selling Stockholders and the Company in writing in sufficient time prior proportion to the Closing Date to permit such crediting. The applicable terms, conditions and provisions maximum number of this Underwriting Agreement (including the provisions Option Shares which each of Section 6 relating to closing deliveries unless otherwise them has agreed to by the Underwriters and the Company) shall apply mutatis mutandis to the issuance of any Units and/or Additional Warrants pursuant to sell. Upon any exercise of the Over-Allotment Option, except each Underwriter, severally and not jointly, agrees to purchase from the Company and each Selling Stockholder the number of Option Shares (subject to such adjustments as otherwise agreed you may determine in order to avoid fractional shares) which bears the same proportion to the number of Option Shares to be sold by the Company or such Selling Stockholder as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number of Firm Shares increased as set forth in Section 9 hereof) bears to the aggregate number of Firm Shares to be sold by the Company. This Over-Allotment Option may be exercised by the Underwriters upon notice by you to the Company and the Underwriters. Furthermore, upon exercise Attorneys-in-Fact (as defined below) advising it as to the amount of Option Shares as to which the Over-Allotment OptionOption is being exercised, the names and denominations in which the certificates for such Option Shares are to be registered and the time and date when such certificates are to be delivered. Such time and date shall be determined by you but shall not be earlier than four (4) and not later than ten (10) full business days after the exercise of said option, nor in any event prior to the First Closing Date, and such time and date is referred to herein as the "Option Closing Date." Delivery of the Option Shares against payment therefor shall take place at the offices of H.J. Meyers & Co., Inc., 1895 Mt. Hope Avenue, Rochester, New Xxxx 00000. Time shall be of xxx xxxxxxx, xxx xxxxxxxx xx xxx xxxx xxx xxxxx specified in this subsection (c) is a further condition to the obligations of the Underwriters hereunder. Certificates in transferable form for the Option Shares that each of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with ___________________ (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing __________________________ as agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the interests of the Underwriters, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall issue and deliver that amount not be terminated by any act of Compensation Option Certificates such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, certificates for the Shares to be sold by such Selling Stockholder shall be delivered to the Lead UnderwriterUnderwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact of any Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact represents that he is authorized, on behalf of each of the UnderwritersSelling Stockholders, to execute this Agreement and any other documents necessary or desirable in accordance connection with the applicable provisions set forth hereinsale of the Shares to be sold hereunder by such Selling Stockholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder and to take such other actions as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the Custody Agreement. The Over-Allotment Option granted hereunder may be exercised only to cover over-allotments in the sale by the Underwriters of Firm Shares referred to in subsection (a) above. No Option Shares shall be sold or delivered unless all of the Firm Shares previously have been, or simultaneously are, sold and delivered.

Over Allotment Option. (1) 11.1 The Company Corporation has granted to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, Underwriters the Over-Allotment Option to purchase Additional purchase, severally and not jointly and severally, in accordance with the percentages set forth in Section 2.2, the Option Units at on the Offering Price and/or Additional Warrants at a price of $0.08 per Additional Warrant, so long same terms as the aggregate number Common Shares and Additional Warrants issued pursuant to the exercise of the Over-Allotment Option does not exceed 15% of the Purchased Unites sold under the Offering (Class A Restricted Voting Units as defined described herein). The Over-Allotment Option is exercisable in whole or in part part, at any time, and from time or times to time, on or before 5:00 p.m. (Toronto local time) on the date that is 30 days following the Closing Date. The Lead UnderwriterUnderwriters, on behalf of the Underwriters, may exercise the Over-Allotment Option from time to time, in whole or in part, during the currency thereof by delivering written notice to the Company Corporation (the “Over-Allotment Notice”) not later than two Business Days prior to exercise, specifying the number of Additional Option Units and/or Additional Warrants which the Underwriters wish to purchase or arrange to have purchased by one or more Substituted Purchasers in and the United States or who are U.S. PersonsOver-Allotment Closing Date (which date may be the same as the Closing Date but not earlier than the Closing Date). If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on the Over-Allotment Closing Date, pay to the Company Corporation the aggregate purchase price for the Additional Option Units and/or Additional Warrants so purchased net of the amount of $0.250 per Option Unit by wire way of an electronic funds transfer, certified cheque or bank draft dated and the Over-Allotment Closing Date against delivery of one or more certificates in definitive form representing Corporation shall duly issue, register and deliver the Unit Shares and Warrants comprising Option Units which the Additional Units and/or Additional Warrants registered in Underwriters have purchased to the name of “CDS & Co.” or in such other name as the Lead Underwriters, on behalf of the Underwriters, may direct. Notwithstanding in the foregoing, if form either of (i) an electronic deposit pursuant to the Company determines to issue any of the Unit Shares and/or Warrants comprising the Additional Units and/or the Additional Warrants as book-entry only securities in accordance with the “non-certificated inventory” rules and procedures issue system maintained by CDS representing the Option Units to such CDS instant deposit numbers as the Lead Underwriters may advise, or (ii) a physical certificate representing the Treasury Units, in each case registered in the name of CDS, then as an alternative CDS & Co. or in addition to such other name or names as the Company delivering one or more definitive certificates representing Lead Underwriters may direct the Unit Shares and/or Warrants, the Underwriters will provide a direction to CDS with respect to the crediting of the Unit Shares and / or the Warrants to the accounts of participants of CDS as shall be designated by the Underwriters in writing in sufficient time prior to the Closing Date to permit such creditingCorporation. The applicable terms, conditions and provisions of this Underwriting Agreement (including the provisions of Section 6 relating to closing deliveries unless otherwise agreed to by the Underwriters and the Company) shall apply mutatis mutandis to the issuance of any Option Units and/or Additional Warrants pursuant to any exercise of the Over-Allotment Option, including the delivery to the Underwriters of the documents referred to in Sections 12.1(d), 12.1(f) and 12.1(g) dated the Over-Allotment Option Closing Date and such other customary closing certificates and documents as the Lead Underwriters may reasonably request with respect to the good standing of the Corporation and other matters related to the sale and issuance of the Option Units, except as otherwise agreed by the Company Corporation and the Underwriters. Furthermore, upon exercise of the Over-Allotment Option, the Company shall issue and deliver that amount of Compensation Option Certificates to the Lead Underwriter, on behalf of the Underwriters, in accordance with the applicable provisions set forth herein.

Over Allotment Option. (1) The Company has granted to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-Allotment Option to purchase Additional Units at the Offering Price and/or Additional Warrants at a price of $0.08 per Additional Warrant, so long as the aggregate number Common Shares and Additional Warrants issued pursuant to the exercise of the Over-Allotment Option does not exceed 15% of the Purchased Unites sold under the Offering (as defined herein). The Over-Allotment Option is exercisable in whole or in part at any time or times on or before 5:00 p.m. (Toronto time) on may be exercised by the date that is 30 days following the Closing Date. The Lead Underwriter, on behalf of the Underwriters, may exercise the Over-Allotment Option from time to time, in whole or in part, during the currency thereof by delivering written notice to the Company (the “Over-Allotment Notice”) specifying the number of Additional Units and/or Additional Warrants which the Underwriters wish to purchase or arrange to have purchased by one or more Substituted Purchasers in the United States or who are U.S. Persons. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on the Over-Allotment Closing Date, pay to the Company the aggregate purchase price for the Additional Units and/or Additional Warrants so purchased by wire transfer, certified cheque or bank draft dated the Over-Allotment Closing Date against delivery of one or more certificates in definitive form representing the Unit Shares and Warrants comprising the Additional Units and/or Additional Warrants registered in the name of “CDS & Co.” or in such other name as the Underwriters, on behalf of the Underwriters, may direct. Notwithstanding the foregoingat any time, if the Company determines to issue any of the Unit Shares and/or Warrants comprising the Additional Units and/or the Additional Warrants as book-entry only securities in accordance with the “non-certificated inventory” rules and procedures of CDS, then as an alternative whole or in addition part by delivering notice (a “Over-Allotment Notice”) to the Company delivering one or more definitive certificates representing Corporation and the Unit Shares and/or Warrants, Selling Shareholder not later than 5:00 p.m. on the Underwriters will provide a direction to CDS with respect to the crediting of the Unit Shares and / or the Warrants to the accounts of participants of CDS as shall be designated by the Underwriters in writing in sufficient time day that is two Business Days prior to 30th day after the Closing Date Date, which Over-Allotment Notice will specify the number of Additional Shares to permit such crediting. The applicable terms, conditions and provisions of this Underwriting Agreement (including the provisions of Section 6 relating to closing deliveries unless otherwise agreed to be purchased by the Underwriters and the Companydate (the "Option Closing Date") shall apply mutatis mutandis and time (the "Option Closing Time") on and at which such Additional Shares are to be purchased. Such Option Closing Date may be the same as (but not earlier than) the Closing Date and will not be earlier than two Business Days nor later than five Business Days after the date of delivery of such Over-Allotment Notice (except to the issuance extent a shorter or longer period shall be agreed to by the Corporation and the Selling Shareholder). Subject to the terms of any Units and/or Additional Warrants this Agreement, upon the Lead Underwriters furnishing an Over-Allotment Notice to the Corporation and the Selling Shareholder pursuant to any exercise this Section 17(1), the Underwriters will be committed to purchase the number of Additional Shares indicated in the Over-Allotment OptionNotice, except as otherwise agreed in the respective percentages set forth in Section 22. Upon delivery of an Over-Allotment Notice, the Selling Shareholder shall have 18 hours to deliver to the Underwriters and the Corporation a notice of its exercise of the Tag-Along Option (a “Tag-Along Notice”), which Tag-Along Notice shall specify the number of Additional Shares to be purchased by the Company and Underwriters as Additional Secondary Shares, up to a maximum of 50% of the Underwriters. Furthermore, upon exercise of Additional Shares set out in the Over-Allotment OptionNotice. Upon delivery of a Tag-Along Notice, the Company shall issue and deliver that amount of Compensation Option Certificates Selling Shareholder will be committed to sell to the Lead Underwriter, Underwriters on behalf of the Underwriters, Option Closing Date in accordance with and subject to the applicable provisions of this Agreement such number of Additional Secondary Shares set forth hereinout in the Tag-Along Notice and the Corporation will be committed to issue and sell in accordance with and subject to the provisions of this Agreement, the balance of the Additional Shares indicated in the Over-Allotment Notice which were not identified as Additional Secondary Shares in such Tag-Along Notice. If either no Tag-Along Notice is delivered to the Underwriters and the Corporation within such 18 hour notice period, or the Selling Shareholder notifies the Underwriters and the Corporation during such period that it does not intend to exercise the Tag-Along Notice, all Additional Shares shall be Additional Treasury Shares and the Corporation will be committed to issue and sell in accordance with and subject to the provisions of this Agreement all such Additional Shares set out in relevant Over-Allotment Notice. Additional Shares may be purchased by the Underwriters only for the purpose of satisfying over-allotments made in connection with the Offering.

Over Allotment Option. (1) 3.1 The Company has granted Corporation hereby grants to the Underwriters, for in the purpose respective percentages set out in Section 15.1 of covering over-allotments, if any, or for market stabilization purposesthis Agreement, the Over-Allotment Option to purchase Additional Units at the Offering Price and/or Additional Warrants at a price of $0.08 per Additional Warrantup to an additional 4,825,500 Optional Securities, so long as the aggregate number Common Shares and Additional Warrants issued pursuant to the exercise of the Over-Allotment Option does not exceed being 15% of the Purchased Unites sold under number of Firm Securities at a purchase price per Optional Security equal to the Offering (as defined herein)Purchase Price. The Over-Allotment Option is exercisable may be exercised in whole or in part on one occasion prior to its expiry in accordance with the provisions of this Agreement. Delivery of and payment for any Optional Security will be made electronically at any the time (the "Option Closing Time") on the date set out in the written notice of the Lead Underwriters referred to below (the "Option Closing Date") which may occur on the Closing Date but will in no event occur earlier than the Closing Date, nor earlier than two Business Days or times later than five Business Days after the date upon which the Corporation receives written notice from the Lead Underwriters on or before behalf of the Underwriters, setting out the number of Optional Securities to be purchased by the Underwriters, which notice must be received by the Corporation not later than 5:00 p.m. (Toronto time) on the date that is 30 thirty (30) days following after the Closing Date. The Lead Underwriter, on behalf Upon the furnishing of the Underwriters, may exercise the Over-Allotment Option from time to time, in whole or in part, during the currency thereof by delivering written notice to the Company (the “Over-Allotment Notice”) specifying the number of Additional Units and/or Additional Warrants which the Underwriters wish to purchase or arrange to have purchased by one or more Substituted Purchasers in the United States or who are U.S. Persons. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on the Over-Allotment Closing Date, pay to the Company the aggregate purchase price for the Additional Units and/or Additional Warrants so purchased by wire transfer, certified cheque or bank draft dated the Over-Allotment Closing Date against delivery of one or more certificates in definitive form representing the Unit Shares and Warrants comprising the Additional Units and/or Additional Warrants registered in the name of “CDS & Co.” or in such other name as the Underwriters, on behalf of the Underwriters, may direct. Notwithstanding the foregoing, if the Company determines to issue any of the Unit Shares and/or Warrants comprising the Additional Units and/or the Additional Warrants as book-entry only securities in accordance with the “non-certificated inventory” rules and procedures of CDS, then as an alternative or in addition to the Company delivering one or more definitive certificates representing the Unit Shares and/or Warrantsnotice, the Underwriters will provide a direction severally (and not jointly or jointly and severally) be committed to CDS purchase, in the respective percentages set out in Section 15.1 of this Agreement, and the Corporation will be committed to issue and sell in accordance with respect and subject to the crediting provisions of this Agreement the Unit Shares and / or number of Optional Securities indicated in the Warrants to the accounts of participants of CDS as shall notice. Optional Securities may be designated purchased by the Underwriters only for the purpose of satisfying over-allotments made in writing in sufficient time prior connection with the distribution of the Firm Securities and for market stabilization purposes permitted pursuant to the Closing Date to permit such creditingApplicable Securities Laws. The applicable terms, conditions and provisions Corporation agrees that the number of this Underwriting Agreement (including the provisions of Section 6 relating Optional Securities to closing deliveries unless otherwise agreed to by the Underwriters and the Company) shall apply mutatis mutandis to the issuance of any Units and/or Additional Warrants pursuant to any exercise of the Over-Allotment Option, except as otherwise agreed by the Company and the Underwriters. Furthermore, be issued upon exercise of the Over-Allotment OptionOption shall be adjusted for any stock splits, the Company shall issue and deliver that amount of Compensation Option Certificates consolidations or other changes to the Lead UnderwriterCommon Shares after the Closing Date, on behalf of the Underwriters, in accordance with the applicable provisions set forth hereinif any.

Over Allotment Option. (1) The Company has granted to the Underwriters, for the purpose If all or a portion of covering over-allotments, if any, or for market stabilization purposes, the Over-Allotment Option is exercised by the managing underwriters in connection with the Offering, then the Pricing Committee, in its sole discretion, shall determine whether the Registrant will issue additional Common Stock to purchase Additional Units at the Offering Price and/or Additional Warrants at cover all or a price portion of $0.08 per Additional Warrant, so long as the aggregate number Common Shares and Additional Warrants issued pursuant to the such exercise of the Over-Allotment Option does not exceed 15% of the Purchased Unites sold under the Offering (as defined herein). The Over-Allotment Option is exercisable in whole or in part at any time or times on or before 5:00 p.m. (Toronto time) on the date that is 30 days following the Closing Date. The Lead Underwriter, on behalf of the Underwriters, may exercise the Over-Allotment Option from time to time, in whole or in part, during the currency thereof by delivering written notice to the Company (the “Over-Allotment Notice”) specifying the number of Additional Units and/or Additional Warrants which the Underwriters wish to purchase or arrange to have purchased by one or more Substituted Purchasers in the United States or who are U.S. PersonsOption. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on the Over-Allotment Closing Date, pay to the Company the aggregate purchase price for the Additional Units and/or Additional Warrants so purchased by wire transfer, certified cheque or bank draft dated the Over-Allotment Closing Date against delivery of one or more certificates in definitive form representing the Unit Shares and Warrants comprising the Additional Units and/or Additional Warrants registered in the name of “CDS & Co.” or in such other name as the Underwriters, on behalf of the Underwriters, may direct. Notwithstanding the foregoing, if the Company Pricing Committee determines to issue any of the Unit Shares and/or Warrants comprising the Additional Units and/or the Additional Warrants as book-entry only securities in accordance with the “non-certificated inventory” rules and procedures of CDS, then as an alternative or in addition to the Company delivering one or more definitive certificates representing the Unit Shares and/or Warrants, the Underwriters that no additional Common Stock will provide a direction to CDS with respect to the crediting of the Unit Shares and / or the Warrants to the accounts of participants of CDS as shall be designated issued by the Underwriters in writing in sufficient time prior Registrant to the Closing Date to permit such crediting. The applicable terms, conditions and provisions of this Underwriting Agreement (including the provisions of Section 6 relating to closing deliveries unless otherwise agreed to by the Underwriters and the Company) shall apply mutatis mutandis to the issuance of any Units and/or Additional Warrants pursuant to cover any exercise of the Over-Allotment Option, except as otherwise agreed then any such exercise of the Over- Allotment Option will be covered with Common Stock held by the Company and Existing Members in such proportions as agreed to among the UnderwritersExisting Members, provided, that if the Existing Members cannot agree, each of the Existing Members will be obligated to cover its respective portion of the Over-Allotment Option based on its relative ownership of Common Units as of the date hereof. FurthermoreThe number of shares of Common Stock of each Existing Member required to cover the Over-Allotment Option as provided in this Section 3.6 will reduce the number of shares of Common Stock otherwise distributable to such Existing Member pursuant to Section 3.4(d) of this Agreement and, upon pending the expiration of 30 days following the closing of the Offering, such shares of Common Stock required by each of the Existing Members to cover the full exercise of the Over-Allotment Option, the Company shall issue and deliver that amount of Compensation Option Certificates will instead be delivered to the Lead Underwriter, custody of the managing underwriters by the Parent on behalf of each of the UnderwritersExisting Members. Following the expiration of the 30 day Over-Allotment Option period, in accordance with any such Common Stock for which the applicable provisions set forth hereinOver-Allotment Option was not exercised by the managing underwriters shall be distributed to the Existing Members based on their relative ownership of Common Units as of the date hereof.

Over Allotment Option. (1) The Company has granted to For the Underwriters, for the purpose purposes of covering any over-allotmentsallotments in connection with the distribution and sale of the Closing Shares, if anythe Representative is hereby granted an option (the "Over-Allotment Option") to purchase, or for market stabilization purposesin the aggregate, up to 725,806 shares of Common Stock (the "Option Shares") which may be purchased at the Share Purchase Price. In connection with an exercise of the Over-Allotment Option, the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the "Option Closing Purchase Price"). The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 30 days after the Execution Date. An Underwriter will not be under any obligation to purchase Additional Units at the Offering Price and/or Additional Warrants at a price of $0.08 per Additional Warrant, so long as the aggregate number Common any Option Shares and Additional Warrants issued pursuant prior to the exercise of the Over-Allotment Option does not exceed 15% of by the Purchased Unites sold under the Offering (as defined herein)Representative. The Over-Allotment Option is exercisable in whole or in part at any time or times on or before 5:00 p.m. (Toronto time) on granted hereby may be exercised by the date that is 30 days following the Closing Date. The Lead Underwriter, on behalf giving of the Underwriters, may exercise the Over-Allotment Option from time to time, in whole or in part, during the currency thereof by delivering written oral notice to the Company (from the “Over-Allotment Notice”) specifying Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Additional Units and/or Additional Warrants which Option Shares to be purchased and the Underwriters wish to purchase or arrange to have purchased by one or more Substituted Purchasers in date and time for delivery of and payment for the United States or who are U.S. Persons. If the Underwriters exercise the Over-Allotment OptionOption Shares (each, the Underwriters shall, on the Over-Allotment an "Option Closing Date"), pay to which will not be later than three (3) full Business Days after the Company date of the aggregate purchase price for the Additional Units and/or Additional Warrants so purchased by wire transfer, certified cheque notice or bank draft dated the Over-Allotment Closing Date against delivery of one or more certificates in definitive form representing the Unit Shares and Warrants comprising the Additional Units and/or Additional Warrants registered in the name of “CDS & Co.” or in such other name as the Underwriters, on behalf of the Underwriters, may direct. Notwithstanding the foregoing, if the Company determines to issue any of the Unit Shares and/or Warrants comprising the Additional Units and/or the Additional Warrants as book-entry only securities in accordance with the “non-certificated inventory” rules and procedures of CDS, then as an alternative or in addition to the Company delivering one or more definitive certificates representing the Unit Shares and/or Warrants, the Underwriters will provide a direction to CDS with respect to the crediting of the Unit Shares and / or the Warrants to the accounts of participants of CDS time as shall be designated by the Underwriters in writing in sufficient time prior to the Closing Date to permit such crediting. The applicable terms, conditions and provisions of this Underwriting Agreement (including the provisions of Section 6 relating to closing deliveries unless otherwise agreed to by the Underwriters and the Company) shall apply mutatis mutandis to the issuance of any Units and/or Additional Warrants pursuant to any exercise of the Over-Allotment Option, except as otherwise agreed upon by the Company and the UnderwritersRepresentative, at the offices of EGS or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. FurthermoreIf such delivery and payment for the Option Shares does not occur on the Closing Date, upon each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company shall issue and deliver that amount of Compensation Option Certificates will become obligated to the Lead Underwriter, on behalf of convey to the Underwriters, in accordance with and, subject to the applicable provisions terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Over Allotment Option. (1a) The Company has granted hereby grants to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-Allotment Option to purchase the Additional Units at the Offering Price or Additional Unit Shares and/or Additional Warrants at a price of $0.08 per Additional Warrant, so long as the aggregate number Common Shares and Additional Warrants issued pursuant to the exercise of the Over-Allotment Option does not exceed 15% of the Purchased Unites sold under the Offering (as defined herein)Warrants. The Over-Allotment Option is exercisable in whole or in part at any time or times time on or before 5:00 p.m. (Toronto Vancouver time) on the date that is 30 days 30th day following the Closing Date. For greater certainty, the Underwriters will be paid the Underwriting Fee in respect of the sale of any Additional Units or Additional Unit Shares and/or Additional Warrants pursuant to the exercise of the Over-Allotment Option. The Lead Underwriter, on behalf of the Underwriters, may exercise the Over-Allotment Option from time to time, in whole or in part, during the currency period thereof by delivering written notice to the Company (the “Over-Over- Allotment Notice”) specifying the number of Additional Units or Additional Unit Shares and/or Additional Warrants which the Underwriters wish to purchase or arrange to have purchased by one or more Substituted Purchasers in the United States or who are U.S. Personspurchase. If the Underwriters exercise the Over-Allotment Option, the Underwriters shallwill, on the date of Closing of any exercise of the Over- Allotment Option, which will be a date that is not less than three Business Days and not more than five Business Days after the date of the Over-Allotment Closing DateNotice (such day to be specified by the Underwriters in their sole discretion), pay to the Company the aggregate purchase price for the Additional Units or Additional Unit Shares and/or Additional Warrants so purchased sold, less an amount equal to the Underwriting Fee payable in respect of the sale of the Additional Units or Additional Unit Shares and/or Additional Warrants, by wire transfer, certified cheque or bank draft dated the Over-Allotment Closing Date in Canadian currency against delivery of one or more certificates in definitive form representing the Additional Units or Additional Unit Shares and Warrants comprising the Additional Units and/or Additional Warrants sold, registered in the name of “CDS & Co.” or in such other name as the UnderwritersUnderwriters may direct for deposit into the electronic book based system for clearing, on behalf of the Underwriters, may directdepository and entitlement services operated by CDS. Notwithstanding the foregoing, if the Company determines to issue any of the Additional Units or Additional Unit Shares and/or Warrants comprising the Additional Units and/or the Additional Warrants as book-entry only securities in accordance with the “non-certificated inventory” rules and procedures of CDS, then as an alternative or in addition to the Company delivering one or more definitive certificates representing the Additional Unit Shares and/or and Additional Warrants, the Underwriters will provide a direction to CDS with respect to the crediting of the Additional Units or Additional Unit Shares and / or the and/or Additional Warrants to the accounts of participants of CDS as shall will be designated by the Underwriters in writing in sufficient time prior to the Closing Date to permit such crediting. The applicable terms, conditions and provisions of this Underwriting Agreement (including including, without limitation, the provisions of Section 6 11 relating to closing Closing deliveries unless otherwise agreed to by the Underwriters and the Company) shall will apply mutatis mutandis to the issuance of any Additional Units or Additional Unit Shares and/or Additional Warrants pursuant to any exercise of the Over-Allotment Option, except as otherwise agreed by the Company and the Underwriters. Furthermore, upon exercise of the Over-Allotment Option, the Company shall issue and deliver that amount of Compensation Option Certificates to the Lead Underwriter, on behalf of the Underwriters, in accordance with the applicable provisions set forth herein.

Over Allotment Option. (1) 11.1 The Company Corporation has granted to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, Underwriters the Over-Allotment Option to purchase Additional purchase, severally and not jointly and severally, in accordance with the percentages set forth in Section 2.2, the Option Units at on the Offering Price and/or Additional Warrants at a price of $0.08 per Additional Warrant, so long same terms as the aggregate number Common Shares and Additional Warrants issued pursuant to the exercise of the Over-Allotment Option does not exceed 15% of the Purchased Unites sold under the Offering (Class A Restricted Voting Units as defined described herein). The Over-Allotment Option is exercisable in whole or in part at any time, and from time or times to time, on or before 5:00 p.m. (Toronto local time) on the date that is 30 days following the Closing Date. The Lead Underwriter, on behalf of the Underwriters, Underwriters may exercise the Over-Allotment Option from time to time, in whole or in part, during the currency thereof by delivering written notice to the Company Corporation (the “Over-Over- Allotment Notice”) not later than two Business Days prior to exercise, specifying the number of Additional Option Units and/or Additional Warrants which the Underwriters wish to purchase or arrange to have purchased by one or more Substituted Purchasers in and the United States or who are U.S. PersonsOver-Allotment Closing Date (which date may be the same as the Closing Date but not earlier than the Closing Date). If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on the Over-Allotment Closing Date, pay to the Company Corporation the aggregate purchase price for the Additional Option Units and/or Additional Warrants so purchased net of the amount of $0.09 per Option Unit by wire way of an electronic funds transfer, certified cheque or bank draft dated and the Over-Allotment Closing Date against delivery of one or more certificates in definitive form representing Corporation shall duly issue, register and deliver the Unit Shares and Warrants comprising the Additional Option Units and/or Additional Warrants registered in the name of “CDS & Co.” or in such other name as the Underwriters, on behalf of the Underwriters, may direct. Notwithstanding the foregoing, if the Company determines to issue any of the Unit Shares and/or Warrants comprising the Additional Units and/or the Additional Warrants as book-entry only securities in accordance with the “non-certificated inventory” rules and procedures of CDS, then as an alternative or in addition to the Company delivering one or more definitive certificates representing the Unit Shares and/or Warrants, which the Underwriters will provide a direction have purchased to CDS with respect to the crediting of the Unit Shares and / or the Warrants to the accounts of participants of CDS as shall be designated by the Underwriters in writing in sufficient time prior the form of an electronic deposit pursuant to the Closing Date non- certificated issue system maintained by CDS representing the Option Units to permit such creditingCDS instant deposit number(s) as the Underwriters may advise. The applicable terms, conditions and provisions of this Underwriting Agreement (including the provisions of Section 6 relating to closing deliveries unless otherwise agreed to by the Underwriters and the Company) shall apply mutatis mutandis to the issuance of any Option Units and/or Additional Warrants pursuant to any exercise of the Over-Allotment Option, including the delivery to the Underwriters of the documents referred to in Sections 12.1(d), 12.1(f) and 12.1(g) dated the Over-Allotment Closing Date and such other customary closing certificates and documents as the Underwriters may reasonably request with respect to the good standing of the Corporation and other matters related to the sale and issuance of the Option Units, except as otherwise agreed by the Company Corporation and the Underwriters. Furthermore, upon exercise of the Over-Allotment Option, the Company shall issue and deliver that amount of Compensation Option Certificates to the Lead Underwriter, on behalf of the Underwriters, in accordance with the applicable provisions set forth herein.

Over Allotment Option. (1a) The Company has granted to For the Underwriters, for the purpose purposes of covering any over-allotments, if any, or for market stabilization purposesallotments in connection with the distribution and sale of the Closing Shares, the Over-Allotment Option to purchase Additional Units at the Offering Price and/or Additional Warrants at a price of $0.08 per Additional Warrant, so long as the aggregate number Common Shares and Additional Warrants issued pursuant to the exercise of the Over-Allotment Option does not exceed 15% of the Purchased Unites sold under the Offering (as defined herein). The Over-Allotment Option Representative is exercisable in whole or in part at any time or times on or before 5:00 p.m. (Toronto time) on the date that is 30 days following the Closing Date. The Lead Underwriter, on behalf of the Underwriters, may exercise the Over-Allotment Option from time to time, in whole or in part, during the currency thereof by delivering written notice to the Company hereby granted an option (the “Over-Allotment NoticeOption”) specifying to purchase, in the number aggregate, up to 808,363 additional shares of Additional Units Common Stock and/or Additional Pre-funded Warrants which the Underwriters wish to purchase or arrange to have purchased by one or more Substituted Purchasers shares of Common Stock, representing 12.8% of the Closing Shares and Closing Pre-funded Warrants sold in the United States offering from the Company (the “Option Shares” or who are U.S. Persons“Option Pre-funded Warrants,” as applicable) and/or up to 808,363 additional Series A Warrants to purchase an aggregate of an additional 808,363 shares of Common Stock, representing 12.8% of the Closing Series A Warrants sold in the offering from the Company (the “Option Series A Warrants”) and/or up to 808,363 additional Series B Warrants to purchase an aggregate of an additional 404,181 shares of Common Stock, representing 12.8% of the Closing Series B Warrants sold in the offering from the Company (the “Option Series B Warrants”). If The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to the Underwriters exercise price per Closing Share or Closing Pre-funded Warrant set forth in Section 2.1(b) hereof, the purchase price to be paid per Option Series A Warrant shall be equal to the price per Closing Series A Warrant set forth in Section 2.1(b) hereof and the purchase price to be paid per Option Series B Warrant shall be equal to the price per Closing Series B Warrant set forth in Section 2.1(b) hereof. The Over-Allotment Optionallotment Option is, at the Underwriters’ sole discretion, for Option Shares, Option Series A Warrants and Option Series B Warrants together, Option Pre-funded Warrants, Option Series A Warrants and Option Series B Warrants together, solely Option Shares, Solely Option Pre-funded Warrants, solely Option Series A Warrants, solely Option Series B Warrants, or any combination thereof (each, an “Option Security” and collectively, the Underwriters shall, on “Option Securities”). The Closing Units and the Over-Allotment Closing Date, pay Option Securities are collectively referred to the Company the aggregate purchase price for the Additional Units and/or Additional Warrants so purchased by wire transfer, certified cheque or bank draft dated the Over-Allotment Closing Date against delivery of one or more certificates in definitive form representing the Unit Shares and Warrants comprising the Additional Units and/or Additional Warrants registered in the name of “CDS & Co.” or in such other name as the Underwriters, on behalf “Securities.” The Securities and the shares Common Stock issuable upon exercise of the Underwriters, may direct. Notwithstanding the foregoing, if the Company determines to issue any of the Unit Shares and/or Warrants comprising the Additional Units and/or the Additional Warrants as bookPre-entry only securities in accordance with the “non-certificated inventory” rules and procedures of CDS, then as an alternative or in addition to the Company delivering one or more definitive certificates representing the Unit Shares and/or Funded Warrants, the Underwriters will provide a direction Series A Warrants and the Series B Warrants (the “Underlying Shares”), are collectively referred to CDS with respect to as the crediting of the Unit Shares and / or the Warrants to the accounts of participants of CDS as “Public Securities.” The Public Securities shall be designated by the Underwriters in writing in sufficient time prior to the Closing Date to permit such crediting. The applicable terms, conditions and provisions of this Underwriting Agreement (including the provisions of Section 6 relating to closing deliveries unless otherwise agreed to by the Underwriters and the Company) shall apply mutatis mutandis to the issuance of any Units and/or Additional Warrants pursuant to any exercise of the Over-Allotment Option, except as otherwise agreed issued directly by the Company and shall have the Underwritersrights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. FurthermoreThe Closing Series A Warrants, upon exercise the Closing Series B Warrants, the Closing Pre-funded Warrants, the Option Series A Warrants, the Option Series B Warrants and the Option Pre-funded Warrants, if any, shall be issued pursuant to, and shall have the rights and privileges set forth in, a warrant agent agreement, dated on or before the Closing Date, between the Company and Direct Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit B. The offering and sale of the Over-Allotment Option, Public Securities is herein referred to as the Company shall issue and deliver that amount of Compensation Option Certificates to the Lead Underwriter, on behalf of the Underwriters, in accordance with the applicable provisions set forth herein“Offering”.

Over Allotment Option. (1) 11.1 The Company Corporation has granted to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, Underwriter the Over-Allotment Option to purchase Additional the Option Units at on the Offering Price and/or Additional Warrants at a price of $0.08 per Additional Warrant, so long same terms as the aggregate number Common Shares and Additional Warrants issued pursuant to the exercise of the Over-Allotment Option does not exceed 15% of the Purchased Unites sold under the Offering (Class A Restricted Voting Units as defined described herein). The Over-Allotment Option is exercisable in whole or in part at any time, and from time or times to time, on or before 5:00 p.m. (Toronto local time) on the date that is 30 days following the Closing Date. The Lead Underwriter, on behalf of the Underwriters, Underwriter may exercise the Over-Allotment Option from time to time, in whole or in part, during the currency thereof by delivering written notice to the Company Corporation (the “Over-Over- Allotment Notice”) not later than two Business Days prior to exercise, specifying the number of Additional Option Units and/or Additional Warrants which the Underwriters wish Underwriter wishes to purchase or arrange to have purchased by one or more Substituted Purchasers in and the United States or who are U.S. PersonsOver-Allotment Closing Date (which date may be the same as the Closing Date but not earlier than the Closing Date). If the Underwriters exercise Underwriter exercises the Over-Allotment Option, the Underwriters Underwriter shall, on the Over-Allotment Closing Date, pay to the Company Corporation the aggregate purchase price for the Additional Option Units and/or Additional Warrants so purchased net of the amount of $0.25 per Option Unit by wire way of an electronic funds transfer, certified cheque or bank draft dated and the Over-Allotment Closing Date against delivery of one or more certificates in definitive form representing Corporation shall duly issue, register and deliver the Unit Shares and Warrants comprising Option Units which the Additional Units and/or Additional Warrants registered Underwriter has purchased to the Underwriter in the name form of “CDS & Co.” or in such other name as an electronic deposit pursuant to the Underwriters, on behalf of the Underwriters, may direct. Notwithstanding the foregoing, if the Company determines to issue any of the Unit Shares and/or Warrants comprising the Additional Units and/or the Additional Warrants as book-entry only securities in accordance with the “non-certificated inventory” rules and procedures of CDS, then as an alternative or in addition to the Company delivering one or more definitive certificates issue system maintained by CDS representing the Unit Shares and/or Warrants, Option Units to such CDS instant deposit number(s) as the Underwriters will provide a direction to CDS with respect to the crediting of the Unit Shares and / or the Warrants to the accounts of participants of CDS as shall be designated by the Underwriters in writing in sufficient time prior to the Closing Date to permit such creditingUnderwriter may advise. The applicable terms, conditions and provisions of this Underwriting Agreement (including the provisions of Section 6 relating to closing deliveries unless otherwise agreed to by the Underwriters and the Company) shall apply mutatis mutandis to the issuance of any Option Units and/or Additional Warrants pursuant to any exercise of the Over-Allotment Option, including the delivery to the Underwriter of the documents referred to in Sections 12.1(c), 12.1(e) and 12.1(f) dated the Over-Allotment Closing Date and such other customary closing certificates and documents as the Underwriter may reasonably request with respect to the good standing of the Corporation and other matters related to the sale and issuance of the Option Units, except as otherwise agreed by the Company and Corporation and‌ the UnderwritersUnderwriter. FurthermoreIn addition, upon exercise of the Sponsor shall purchase on or prior to the Over-Allotment OptionClosing Date up to an additional 23,438 Class B Units at a price of $10.00 per Class B Unit and up to an additional 234,375 Founders’ Warrants at a price of $1.00 per Founders’ Warrant on a pro-rata basis, depending on whether the Company shall issue and deliver that amount of Compensation Over-Allotment Option Certificates to the Lead Underwriter, on behalf of the Underwriters, is exercised in accordance with the applicable provisions set forth hereinwhole or in part.

Over Allotment Option. (1) 3.1 The Company has granted Corporation hereby grants to the Underwriters, for in the purpose respective percentages set out in Section 15.1 of covering over-allotments, if any, or for market stabilization purposesthis Agreement, the Over-Allotment Option to purchase Additional Units at the Offering Price and/or Additional Warrants at a price of $0.08 per Additional Warrantup to an additional 2,153,250 Optional Securities, so long as the aggregate number Common Shares and Additional Warrants issued pursuant to the exercise of the Over-Allotment Option does not exceed being 15% of the Purchased Unites sold under number of Firm Securities at a purchase price per Optional Security equal to the Offering (as defined herein)purchase price per Firm Security. The Over-Allotment Option is exercisable may be exercised in whole or in part on one occasion prior to its expiry in accordance with the provisions of this Agreement. Delivery of and payment for any Optional Security will be made at any the offices of the Corporation’s counsel, at the time (the "Option Closing Time") on the date set out in the written notice of the Joint Bookrunners referred to below (the "Option Closing Date") which may occur on the Closing Date but will in no event occur earlier than the Closing Date, nor earlier than two Business Days or times later than five Business Days after the date upon which the Corporation receives written notice from the Joint Bookrunners on or before behalf of the Underwriters, setting out the number of Optional Securities to be purchased by the Underwriters, which notice must be received by the Corporation not later than 5:00 p.m. (Toronto time) on the date that is 30 thirty (30) days following after the Closing Date. The Lead Underwriter, on behalf Upon the furnishing of the Underwriters, may exercise the Over-Allotment Option from time to time, in whole or in part, during the currency thereof by delivering written notice to the Company (the “Over-Allotment Notice”) specifying the number of Additional Units and/or Additional Warrants which the Underwriters wish to purchase or arrange to have purchased by one or more Substituted Purchasers in the United States or who are U.S. Persons. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on the Over-Allotment Closing Date, pay to the Company the aggregate purchase price for the Additional Units and/or Additional Warrants so purchased by wire transfer, certified cheque or bank draft dated the Over-Allotment Closing Date against delivery of one or more certificates in definitive form representing the Unit Shares and Warrants comprising the Additional Units and/or Additional Warrants registered in the name of “CDS & Co.” or in such other name as the Underwriters, on behalf of the Underwriters, may direct. Notwithstanding the foregoing, if the Company determines to issue any of the Unit Shares and/or Warrants comprising the Additional Units and/or the Additional Warrants as book-entry only securities in accordance with the “non-certificated inventory” rules and procedures of CDS, then as an alternative or in addition to the Company delivering one or more definitive certificates representing the Unit Shares and/or Warrantsnotice, the Underwriters will provide a direction severally (and not jointly or jointly and severally) be committed to CDS purchase, in the respective percentages set out in Section 15.1 of this Agreement, and the Corporation will be committed to issue and sell in accordance with respect and subject to the crediting provisions of this Agreement the Unit Shares and / or number of Optional Securities indicated in the Warrants to the accounts of participants of CDS as shall notice. Optional Securities may be designated purchased by the Underwriters only for the purpose of satisfying over-allotments made in writing in sufficient time prior connection with the distribution of the Firm Securities and for market stabilization purposes permitted pursuant to the Closing Date to permit such creditingApplicable Securities Laws. The applicable terms, conditions and provisions Corporation agrees that the number of this Underwriting Agreement (including the provisions of Section 6 relating Optional Securities to closing deliveries unless otherwise agreed to by the Underwriters and the Company) shall apply mutatis mutandis to the issuance of any Units and/or Additional Warrants pursuant to any exercise of the Over-Allotment Option, except as otherwise agreed by the Company and the Underwriters. Furthermore, be issued upon exercise of the Over-Allotment OptionOption shall be adjusted for any stock splits, the Company shall issue and deliver that amount of Compensation Option Certificates consolidations or other changes to the Lead UnderwriterCommon Shares after the Closing Date, on behalf of the Underwriters, in accordance with the applicable provisions set forth hereinif any.

Over Allotment Option. (1) The Company has granted hereby grants to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-Allotment Option to purchase the Additional Units at the Offering Price and/or Additional Shares and/or Additional Warrants (collectively, the “Additional Securities”) at a the offering price set forth on the cover page of $0.08 per Additional Warrant, so long as the aggregate number Common Shares and Additional Warrants issued pursuant to the exercise of the Over-Allotment Option does not exceed 15% of the Purchased Unites sold under the Offering (as defined herein)this Agreement. The Over-Allotment Option is exercisable in whole or in part at any time or times on or before 5:00 p.m. (Toronto Vancouver time) on the date that is 30 days 30th day following the Closing Date. The Lead Underwriter, on behalf of the Underwriters, may exercise the Over-Allotment Option from time to time, in whole or in part, during the currency thereof by delivering written notice to the Company (the “Over-Allotment Notice”) specifying the number of Additional Units and/or Additional Warrants Securities which the Underwriters wish to purchase or arrange to have purchased by one or more Substituted Purchasers in the United States or who are U.S. Personspurchase. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on the Over-Allotment Closing Date, which shall be a date that is not less than three Business Days and not more than seven Business Days after the date of the Over-Allotment Notice (such date to be specified by the Underwriters and agreed to by the Company), pay to the Company the aggregate purchase price for the Additional Units and/or Additional Warrants Securities so purchased by wire transfer, certified cheque or bank draft dated the Over-Allotment Closing Date in Canadian currency payable at par in Vancouver, British Columbia against delivery of one or more certificates in definitive form representing the Unit Additional Common Shares and Additional Warrants comprising the Additional Units and/or Additional Warrants Over-Allotment Option, registered in the name of “CDS & Co.” or in such other name as the Underwriters, Lead Underwriter on behalf of the Underwriters, Underwriters may direct. Notwithstanding the foregoing, if the Company determines to issue any of the Unit Shares and/or Warrants comprising the Additional Units and/or the Additional Warrants as book-entry only securities in accordance with the “non-certificated inventory” rules and procedures of CDS, then as an alternative or in addition to the Company delivering one or more definitive certificates representing the Unit Shares and/or Warrants, the Underwriters will provide a direction to CDS with respect to the crediting of the Unit Shares and / or the Warrants to the accounts of participants of CDS as shall be designated by the Underwriters in writing in sufficient time prior to the Closing Date to permit such crediting. The applicable terms, conditions and provisions of this Underwriting Agreement (including including, without limitation, the provisions of Section 6 relating to closing deliveries unless otherwise agreed to by the Underwriters and the Company) shall apply mutatis mutandis to the issuance of any Units and/or Additional Warrants Securities pursuant to any exercise of the Over-Allotment Option, except as otherwise agreed by the Company and the Underwriters. Furthermore, upon exercise of the Over-Allotment Option, the Company shall issue and deliver that amount of Compensation Option Certificates to the Lead Underwriter, on behalf of the Underwriters, in accordance with the applicable provisions set forth herein.

Over Allotment Option. (1) The Company has granted to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-Allotment Option to purchase the Additional Units at the Offering Price and/or Additional Warrants Shares at a price of $0.08 2.05 per Additional Warrant, so long as the aggregate number Common Shares and Additional Warrants issued pursuant to the exercise of the Over-Allotment Option does not exceed 15% of the Purchased Unites sold under the Offering (as defined herein)Share. The Over-Allotment Option is exercisable in whole or in part part, at the sole discretion of the Underwriters, at any time or times on or before 5:00 p.m. (Toronto time) on the date that is 30 days following the Closing Date. The Lead Underwriter, on behalf of the Underwriters, may exercise the Over-Allotment Option from time to time, in whole or in part, during the currency exercise period thereof by delivering written notice to the Company (the “Over-Allotment Notice”) to that effect and specifying the number of Additional Units and/or Additional Warrants Shares which the Underwriters wish to purchase or arrange to have purchased purchase. Unless otherwise agreed by one or more Substituted Purchasers in the United States or who are U.S. Persons. If Company and the Underwriters exercise Underwriters, each acting reasonably, the Over-Allotment Option, Closing Date shall be the third Business Day after the Over-Allotment Notice is delivered to the Company (but in no event later than 30 days after the Closing Date). The Underwriters shall, on the Over-Allotment Closing Date, pay to the Company the aggregate purchase price for the Additional Units and/or Additional Warrants Shares so purchased by wire transfer, certified cheque or bank draft dated the Over-Allotment Closing Date against delivery of one or more certificates in definitive form representing the Unit Additional Shares and Warrants comprising the Additional Units and/or Additional Warrants registered in the name of “CDS & Co.” or in such other name as the Underwriters, on behalf of the Underwriters, Underwriters may direct. Notwithstanding the foregoing, if the Company determines to issue any of the Unit Shares and/or Warrants comprising the Additional Units and/or the Additional Warrants as book-entry only securities in accordance with the “non-certificated inventory” rules and procedures of CDS, then as an alternative or in addition to the Company delivering one or more definitive certificates representing the Unit Shares and/or Warrants, the Underwriters will provide a direction to CDS with respect to the crediting of the Unit Shares and / or the Warrants to the accounts of participants of CDS as shall be designated by the Underwriters in writing in sufficient time direct not less than 24 hours prior to the Closing Date to permit such creditingTime of Closing. The applicable terms, conditions and provisions of this Underwriting Agreement (including the provisions of Section 6 relating to closing deliveries unless otherwise agreed to by the Underwriters and the CompanyClosing deliveries) shall apply mutatis mutandis to the issuance of any Units and/or Additional Warrants Shares pursuant to any exercise of the Over-Allotment Option, except as otherwise agreed by the Company and the Underwriters. Furthermore, upon exercise of the Over-Allotment Option, the Company shall issue and deliver that amount of Compensation Option Certificates to the Lead Underwriter, on behalf of the Underwriters, in accordance with the applicable provisions set forth herein.

Over Allotment Option. (1) 4.1 The Company has granted Selling Debentureholder hereby grants to the Underwriters, for in the purpose respective percentages set out in Section 16.1 of covering over-allotments, if any, or for market stabilization purposesthis Agreement, the Over-Allotment Option to purchase Additional Units up to an additional $150,000,000 Optional Convertible Debentures, at a purchase price per Optional Convertible Debenture equal to the Offering Price and/or Additional Warrants at a price of $0.08 per Additional Warrant, so long as the aggregate number Common Shares and Additional Warrants issued pursuant to the exercise of the Over-Allotment Option does not exceed 15% of the Purchased Unites sold under the Offering (as defined herein)Price. The Over-Allotment Option is exercisable may be exercised in whole or in part on one occasion prior to its expiry in accordance with the provisions of this Agreement. Delivery of and payment for any Optional Convertible Debenture will be made at any the offices of the Corporation's and Selling Debentureholder's Counsel at the time (the "Option Closing Time") on the date set out in the written notice of CIBC and Scotia referred to below (the "Option Closing Date") which may occur on the Closing Date but will in no event occur earlier than the Closing Date, nor earlier than two Business Days or times later than five Business Days after the date upon which the Corporation receives written notice from CIBC and Scotia, on or before behalf of the Underwriters, setting out the number of Optional Convertible Debentures to be purchased by the Underwriters, which notice must be received by the Selling Debentureholder not later than 5:00 p.m. (Toronto time) on the date that is 30 thirty (30) days following after the Closing Date. The Lead Underwriter, on behalf Upon the furnishing of the Underwriters, may exercise the Over-Allotment Option from time to time, in whole or in part, during the currency thereof by delivering written notice to the Company (the “Over-Allotment Notice”) specifying the number of Additional Units and/or Additional Warrants which the Underwriters wish to purchase or arrange to have purchased by one or more Substituted Purchasers in the United States or who are U.S. Persons. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on the Over-Allotment Closing Date, pay to the Company the aggregate purchase price for the Additional Units and/or Additional Warrants so purchased by wire transfer, certified cheque or bank draft dated the Over-Allotment Closing Date against delivery of one or more certificates in definitive form representing the Unit Shares and Warrants comprising the Additional Units and/or Additional Warrants registered in the name of “CDS & Co.” or in such other name as the Underwriters, on behalf of the Underwriters, may direct. Notwithstanding the foregoing, if the Company determines to issue any of the Unit Shares and/or Warrants comprising the Additional Units and/or the Additional Warrants as book-entry only securities in accordance with the “non-certificated inventory” rules and procedures of CDS, then as an alternative or in addition to the Company delivering one or more definitive certificates representing the Unit Shares and/or Warrantsnotice, the Underwriters will provide a direction severally (and not jointly or jointly and severally) be committed to CDS purchase, in the respective percentages set out in Section 16.1 of this Agreement, and the Selling Debentureholder will be committed to sell in accordance with respect and subject to the crediting provisions of this Agreement the Unit Shares and / or number of Optional Convertible Debentures indicated in the Warrants to the accounts of participants of CDS as shall notice. Optional Convertible Debentures may be designated purchased by the Underwriters only for the purpose of satisfying over-allotments made in writing in sufficient time prior connection with the distribution of the Firm Convertible Debentures and for market stabilization purposes permitted pursuant to the Closing Date to permit such creditingapplicable Securities Laws. The applicable terms, conditions and provisions Corporation agrees that the number of this Underwriting Agreement (including the provisions of Section 6 relating Optional Convertible Debentures to closing deliveries unless otherwise agreed to by the Underwriters and the Company) shall apply mutatis mutandis to the issuance of any Units and/or Additional Warrants pursuant to any exercise of the Over-Allotment Option, except as otherwise agreed by the Company and the Underwriters. Furthermore, be issued upon exercise of the Over-Allotment OptionOption shall be adjusted for any stock splits, the Company shall issue and deliver that amount of Compensation Option Certificates consolidations or other changes to the Lead UnderwriterCommon Shares after the Closing Date, on behalf of the Underwriters, in accordance with the applicable provisions set forth hereinif any.

Over Allotment Option. (1) The Company has granted Corporation hereby grants to the Underwriters, in the respective percentages set forth opposite the names of the Underwriters in Section 9(1), an option (the “Over-Allotment Option”) to purchase at their election, severally (and not jointly or jointly and severally), all or part of the Option Securities at a purchase price per $1,000 principal amount of Option Securities equal to the Offer Price and at the same commission per $1,000 principal amount of Option Securities to be paid by the Corporation for the Firm Securities as set forth in Section 2(2), with payment of such commission to be made in the same manner at the applicable Option Closing Time. Option Securities may be purchased by the Underwriters only for the purpose of covering satisfying over-allotments, if any, or allotments made in connection with the distribution of the Firm Securities and for market stabilization purposes, the Over-Allotment Option to purchase Additional Units at the Offering Price and/or Additional Warrants at a price of $0.08 per Additional Warrant, so long as the aggregate number Common Shares and Additional Warrants issued purposes permitted pursuant to the exercise of the Over-Allotment Option does not exceed 15% of the Purchased Unites sold under the Offering (as defined herein)Securities Laws. The Over-Allotment Option is exercisable may be exercised in whole or in part and from time to time prior to its expiry in accordance with the provisions of this Agreement. Payment for, and delivery of, any Option Securities will be made at any time the offices of XxXxxxxx Xxxxxxxx LLP, Toronto, Ontario, at those times (each, an “Option Closing Time”) on those dates (each, an “Option Closing Date”) as set out in the Over-Allotment Notice, which may occur on the Closing Date but will in no event occur earlier than the Closing Date, nor earlier than the second Business Day or times later than five Business Days after the date upon which the Corporation receives written notice (the “Over-Allotment Notice”) from the Lead Underwriters, on or before behalf of the Underwriters, setting out the number of Option Securities to be purchased by the Underwriters. An Over-Allotment Notice must be received by the Corporation not later than 5:00 p.m. (Toronto time) on the date that is 30 days following after the Closing Date. The Payment of the purchase price for the Option Securities will be made by wire transfer in immediately available funds to the account(s) specified by the Corporation in writing against delivery of certificates for the Option Securities to the Lead UnderwriterUnderwriters, on behalf of the Underwriters, may exercise through the Over-Allotment Option from time to time, in whole or in part, during facilities of CDS Clearing and Depository Services Inc. for the currency thereof by delivering written notice to the Company (the “Over-Allotment Notice”) specifying the number respective accounts of Additional Units and/or Additional Warrants which the Underwriters wish to purchase or arrange to have purchased by one or more Substituted Purchasers and such further documentation as may be contemplated in the United States or who are U.S. Personsthis Agreement. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on the Over-Allotment Closing Date, pay to the Company the aggregate purchase price Certificates for the Additional Units and/or Additional Warrants so purchased by wire transfer, certified cheque or bank draft dated the Over-Allotment Closing Date against delivery of one or more certificates in definitive form representing the Unit Shares and Warrants comprising the Additional Units and/or Additional Warrants Option Securities will be registered in the such name of “CDS & Co.” or names and will be in such other name denominations as the Lead Underwriters, on behalf of the Underwriters, may direct. Notwithstanding the foregoing, if the Company determines to issue any of the Unit Shares and/or Warrants comprising the Additional Units and/or the Additional Warrants as book-entry only securities in accordance with the “non-certificated inventory” rules and procedures of CDS, then as an alternative or in addition to the Company delivering one or more definitive certificates representing the Unit Shares and/or Warrants, the Underwriters will provide a direction to CDS with respect to the crediting of the Unit Shares and / or the Warrants to the accounts of participants of CDS as shall be designated by the Underwriters request in writing in sufficient time not later than 24 hours prior to the applicable Option Closing Date to permit such creditingDate. The applicable terms, conditions and provisions of this Underwriting Agreement (including Upon the provisions of Section 6 relating to closing deliveries unless otherwise agreed to by the Underwriters and the Company) shall apply mutatis mutandis to the issuance of any Units and/or Additional Warrants pursuant to any exercise furnishing of the Over-Allotment OptionNotice, except the Underwriters will severally (and not jointly or jointly and severally) be committed to purchase in the respective percentages set forth opposite the names of the Underwriters in Section 9(1) (rounded up or down, as otherwise agreed determined by the Company Lead Underwriters in their sole discretion, so as to eliminate fractions), and the Underwriters. FurthermoreCorporation will be obligated to issue and sell, upon exercise in each case in accordance with and subject to the terms and conditions of this Agreement, the aggregate principal amount of Option Securities indicated in the Over-Allotment Option, the Company shall issue and deliver that amount of Compensation Option Certificates to the Lead Underwriter, on behalf of the Underwriters, in accordance with the applicable provisions set forth hereinNotice.

Over Allotment Option. (1a) The Company has granted to For the Underwriters, for the purpose purposes of covering any over-allotments, if any, or for market stabilization purposesallotments in connection with the distribution and sale of the Closing Shares, the Over-Allotment Option to purchase Additional Units at the Offering Price and/or Additional Warrants at a price of $0.08 per Additional Warrant, so long as the aggregate number Common Shares and Additional Warrants issued pursuant to the exercise of the Over-Allotment Option does not exceed 15% of the Purchased Unites sold under the Offering (as defined herein). The Over-Allotment Option Representative is exercisable in whole or in part at any time or times on or before 5:00 p.m. (Toronto time) on the date that is 30 days following the Closing Date. The Lead Underwriter, on behalf of the Underwriters, may exercise the Over-Allotment Option from time to time, in whole or in part, during the currency thereof by delivering written notice to the Company hereby granted an option (the “Over-Allotment NoticeOption”) specifying to purchase, in the number aggregate, up to [●] additional shares of Additional Units Common Stock and/or Additional Pre-funded Warrants which the Underwriters wish to purchase or arrange to have purchased by one or more Substituted Purchasers shares of Common Stock, representing 15% of the Closing Shares and Closing Pre-funded Warrants sold in the United States offering from the Company (the “Option Shares” or who are U.S. Persons“Option Pre-funded Warrants,” as applicable) and/or up to [●] additional Series A Warrants to purchase an aggregate of an additional [●] shares of Common Stock, representing 15% of the Closing Series A Warrants sold in the offering from the Company (the “Option Series A Warrants”) and/or up to [●] additional Series B Warrants to purchase an aggregate of an additional [●] shares of Common Stock, representing 15% of the Closing Series B Warrants sold in the offering from the Company (the “Option Series B Warrants”). If The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to the Underwriters exercise price per Closing Share or Closing Pre-funded Warrant set forth in Section 2.1(b) hereof, the purchase price to be paid per Option Series A Warrant shall be equal to the price per Closing Series A Warrant set forth in Section 2.1(b) hereof and the purchase price to be paid per Option Series B Warrant shall be equal to the price per Closing Series B Warrant set forth in Section 2.1(b) hereof. The Over-Allotment Optionallotment Option is, at the Underwriters’ sole discretion, for Option Shares, Option Series A Warrants and Option Series B Warrants together, Option Pre-funded Warrants, Option Series A Warrants and Option Series B Warrants together, solely Option Shares, Solely Option Pre-funded Warrants, solely Option Series A Warrants, solely Option Series B Warrants, or any combination thereof (each, an “Option Security” and collectively, the Underwriters shall, on “Option Securities”). The Closing Units and the Over-Allotment Closing Date, pay Option Securities are collectively referred to the Company the aggregate purchase price for the Additional Units and/or Additional Warrants so purchased by wire transfer, certified cheque or bank draft dated the Over-Allotment Closing Date against delivery of one or more certificates in definitive form representing the Unit Shares and Warrants comprising the Additional Units and/or Additional Warrants registered in the name of “CDS & Co.” or in such other name as the Underwriters, on behalf “Securities.” The Securities and the shares Common Stock issuable upon exercise of the Underwriters, may direct. Notwithstanding the foregoing, if the Company determines to issue any of the Unit Shares and/or Warrants comprising the Additional Units and/or the Additional Warrants as bookPre-entry only securities in accordance with the “non-certificated inventory” rules and procedures of CDS, then as an alternative or in addition to the Company delivering one or more definitive certificates representing the Unit Shares and/or Funded Warrants, the Underwriters will provide a direction Series A Warrants and the Series B Warrants (the “Underlying Shares”), are collectively referred to CDS with respect to as the crediting of the Unit Shares and / or the Warrants to the accounts of participants of CDS as “Public Securities.” The Public Securities shall be designated by the Underwriters in writing in sufficient time prior to the Closing Date to permit such crediting. The applicable terms, conditions and provisions of this Underwriting Agreement (including the provisions of Section 6 relating to closing deliveries unless otherwise agreed to by the Underwriters and the Company) shall apply mutatis mutandis to the issuance of any Units and/or Additional Warrants pursuant to any exercise of the Over-Allotment Option, except as otherwise agreed issued directly by the Company and shall have the Underwritersrights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. FurthermoreThe Closing Series A Warrants, upon exercise the Closing Series B Warrants, the Option Series A Warrants and the Option Series B Warrants, if any, shall be issued pursuant to, and shall have the rights and privileges set forth in, a warrant agent agreement, dated on or before the Closing Date, between the Company and Direct Transfer, LLC as warrant agent (the “Warrant Agreement”). The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit B. The offering and sale of the Over-Allotment Option, Public Securities is herein referred to as the Company shall issue and deliver that amount of Compensation Option Certificates to the Lead Underwriter, on behalf of the Underwriters, in accordance with the applicable provisions set forth herein“Offering”.

Over Allotment Option. (1) The Subject to all the terms and conditions of this Agreement, the Company has granted grants to the UnderwritersRepresentative on behalf of the Underwriters an option (the “Option”) to purchase, for severally and not jointly, all or less than all of up to an additional 108,000 Shares (the purpose of covering over-allotments“Option Shares” and, if any, or for market stabilization purposestogether with the Firm Shares, the Over-Allotment Option to purchase Additional Units at the Offering Price and/or Additional Warrants at a price of $0.08 per Additional Warrant, so long as the aggregate number Common Shares and Additional Warrants issued pursuant to the exercise of the Over-Allotment Option does not exceed 15% of the Purchased Unites sold under the Offering (as defined herein“Offered Shares”). The Over-Allotment purchase price (net of discount and commissions) to be paid for each Option is exercisable Shares will be the same purchase price (net of discount and commissions) allocated to each Firm Share. The Option may be exercised in whole or in part at any time or times on or before 5:00 p.m. the earlier of (Toronto timei) on the 45th day after the date that is 30 of this Agreement and (ii) the day prior to the day on which the Company files with the Commission its Annual Report on Form 10-K for the fiscal year ended December 31, 2016, upon written notice (the “Option Notice”) by the Representative to the Company no later than 12:00 noon, New York City time, at least two and no more than five business days following before the date specified for closing in the Option Notice (the “Option Closing Date”) setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. The Lead UnderwriterUpon exercise of the Option, on behalf of the Company will become obligated to convey to the Underwriters, may exercise the Over-Allotment Option from time to timeand, in whole or in part, during the currency thereof by delivering written notice subject to the Company (the “Over-Allotment Notice”) specifying the number of Additional Units and/or Additional Warrants which the Underwriters wish to purchase or arrange to have purchased by one or more Substituted Purchasers in the United States or who are U.S. Persons. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on the Over-Allotment Closing Date, pay to the Company the aggregate purchase price for the Additional Units and/or Additional Warrants so purchased by wire transfer, certified cheque or bank draft dated the Over-Allotment Closing Date against delivery of one or more certificates in definitive form representing the Unit Shares terms and Warrants comprising the Additional Units and/or Additional Warrants registered in the name of “CDS & Co.” or in such other name as the Underwriters, on behalf of the Underwriters, may direct. Notwithstanding the foregoing, if the Company determines to issue any of the Unit Shares and/or Warrants comprising the Additional Units and/or the Additional Warrants as book-entry only securities in accordance with the “non-certificated inventory” rules and procedures of CDS, then as an alternative or in addition to the Company delivering one or more definitive certificates representing the Unit Shares and/or Warrantsconditions set forth herein, the Underwriters will provide a direction become obligated to CDS with respect purchase, the number of Option Shares specified in the Option Notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (as adjusted by the Representative in such manner as it deems advisable to avoid fractional securities) that bears the same proportion to the crediting number of Firm Shares to be purchased by it as set forth on Schedule I hereto opposite such Underwriter’s name as the Unit total number of Option Shares and / or the Warrants to be purchased bears to the accounts total number of participants of CDS as shall be designated by the Underwriters in writing in sufficient time prior to the Closing Date to permit such crediting. The applicable terms, conditions and provisions of this Underwriting Agreement (including the provisions of Section 6 relating to closing deliveries unless otherwise agreed to by the Underwriters and the Company) shall apply mutatis mutandis to the issuance of any Units and/or Additional Warrants pursuant to any exercise of the Over-Allotment Option, except as otherwise agreed by the Company and the Underwriters. Furthermore, upon exercise of the Over-Allotment Option, the Company shall issue and deliver that amount of Compensation Option Certificates to the Lead Underwriter, on behalf of the Underwriters, in accordance with the applicable provisions set forth hereinFirm Shares.

Over Allotment Option. (1a) The Company has granted Corporation hereby grants to (i) the Underwriters, for in respect of the purpose Units, and (ii) Xxxxxxx, in respect of covering the Flow-Through Shares an over-allotments, if any, or for market stabilization purposes, allotment option (the “Over-Allotment Option Option”) exercisable, in whole or in part, in the sole discretion of the Underwriters and/or Xxxxxxx, as the case may be, to purchase Additional purchase, in respect of the Units, or to offer for sale, in respect of the Flow-Through Shares, up to an additional 4,500,000 Units at the Offering Price and/or Additional Warrants 441,176 Flow-Through Shares in any combination of Over-Allotment Units and Over-Allotment Flow-Through Shares, at a price of $0.08 1.50 per Additional Warrantthe Unit and $1.70 per Flow-Through Share, so long for a period of 30 days from the Closing Date, for market stabilization purposes and to cover the Underwriters' and/or Xxxxxxx’x (as the aggregate case may be) over-allocation position, if any (provided that the number Common Shares and of Additional Warrants Securities which may be issued pursuant to upon the exercise of the Over-Allotment Option does not exceed 15% of the Purchased Unites Units and Flow-Through Shares sold under on the Offering (as defined herein). The Closing Date.) For greater certainty, the Underwriters shall be paid the Commission and issued Compensation Options in respect of the issue and sale of any Over-Allotment Units, and in the case of Xxxxxxx, Over-Allotment Flow-Through Shares, purchased pursuant to the exercise of the Over-Allotment Option is exercisable in whole or in part at any time or times on or before 5:00 p.m. (Toronto time) on the date that is 30 days following day of issue of the Closing DateOver-Allotment Units or the Over-Allotment Flow-Through Shares. The Lead UnderwriterXxxxxxx, on its own behalf and on behalf of the Underwriters, may exercise the Over-Allotment Option from time to time, in whole or in part, part from time to time during the currency thereof by delivering written notice to the Company Corporation (the “Over-Allotment Notice”) specifying the number of Additional Units and/or Additional Warrants Over-Allotment Units, and/or, in the case of Xxxxxxx, Over-Allotment Flow-Through Shares, which the Underwriters wish to purchase or arrange to have purchased by one or more Substituted Purchasers in the United States or who are U.S. Personspurchase. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on the Closing Date, which shall be a date that is not less than three Business Days and not more than seven Business Days after the date of the Over-Allotment Closing DateNotice (such day to be agreed between the Underwriters and the Corporation, each acting reasonably), pay to the Company Corporation the aggregate purchase price for the Additional Units Over-Allotment Units, and/or Additional Warrants in the case of Xxxxxxx, Over-Allotment Flow-Through Shares, so purchased purchased, less the Commission and all out-of-pocket expenses of the Underwriters payable by the Corporation to the Underwriters relating to the Over-Allotment Option in accordance with section 21 hereof, by wire transfer, certified cheque or bank draft dated the Over-Allotment Closing Date in Canadian currency payable at par in Toronto, Ontario against delivery of one or more certificates in definitive form representing the Unit Shares and Warrants comprising the Additional Over-Allotment Units and/or Additional Warrants Flow-Through Shares comprising the Over-Allotment Flow-Through Shares, registered in the name of “CDS & Co.” or in such other name or names as the Underwriters, on behalf of the Underwriters, may direct. Notwithstanding the foregoing, if the Company determines to issue Underwriters direct (provided that any of the Unit Shares and/or or Warrants comprising sold in the Additional Units and/or the Additional Warrants as book-entry only securities in accordance with the United States or to U.S. Persons pursuant to Schedule “non-certificated inventoryA” rules and procedures of CDS, then as an alternative or in addition to the Company delivering one or more definitive certificates representing the Unit Shares and/or Warrants, the Underwriters will provide a direction to CDS with respect to the crediting of the Unit Shares and / or the Warrants to the accounts of participants of CDS as shall be designated by the Underwriters individually certificated and shall not be included in writing in sufficient time prior to the Closing Date to permit such creditingany global certificate). The applicable terms, conditions and provisions of this Underwriting Agreement (including including, without limitation, the provisions of Section 6 section 11 relating to closing Closing deliveries unless otherwise agreed to by the Underwriters Corporation and the CompanyUnderwriters) shall apply mutatis mutandis to the Closing of the issuance of any Over-Allotment Units and/or Additional Warrants Over-Allotment Flow-Through Shares pursuant to any exercise of the Over-Allotment Option, except as otherwise agreed by the Company and the Underwriters. Furthermore, upon exercise of the Over-Allotment Option, the Company shall issue and deliver that amount of Compensation Option Certificates to the Lead Underwriter, on behalf of the Underwriters, in accordance with the applicable provisions set forth herein.

Over Allotment Option. (1a) The Company has granted hereby grants to the UnderwritersAgents, for the purpose of covering over-allotments, allotments (if any, or for market stabilization purposes), the Over-Allotment Option to arrange for the purchase Additional Units at the Offering Price and/or Additional Warrants at a price of $0.08 per Additional Warrant, so long as the aggregate number Common Shares and Additional Warrants issued pursuant to the exercise sale of the Over-Allotment Option does not exceed 15% of the Purchased Unites sold under the Offering (as defined herein)Additional Units. The Over-Allotment Option is exercisable in whole or in part at any time or times on or before 5:00 p.m. (Toronto time) on the date that is 30 days 30th day following the Closing DateDate at a price per Additional Unit equal to $0.40. For greater certainty, the Agents shall be paid the Agency Fee (as described in Section 2(d) hereof) in respect of the issue and sale of any Additional Units purchased and sold pursuant to the exercise of the Over-Allotment Option. The Co-Lead UnderwriterAgents, on their own behalf and on behalf of the UnderwritersAgents, may exercise the Over-Allotment Option from time to time, in whole or in part, part during the currency thereof by delivering written notice to the Company (the “Over-Allotment Notice”) specifying the number of Additional Units and/or Additional Warrants in respect of which the Underwriters wish to purchase or arrange to have purchased by one or more Substituted Purchasers in the United States or who are U.S. PersonsOver-Allotment Option is then being exercised. If the Underwriters Agents exercise the Over-Allotment Option, the Underwriters Agents shall, on the closing date for the issuance and sale of the Additional Units, which shall be a date that is not less than two business days and not more than five business days after the date of the Over-Allotment Closing DateNotice (such day to be specified by the Agents in their sole discretion), pay to the Company the aggregate purchase price for the Additional Units and/or Additional Warrants so purchased by wire transfer, certified cheque or bank draft dated the Over-Allotment Closing Date in United States currency payable at par in Vancouver, British Columbia against delivery of one or more certificates in definitive form representing the Unit Shares and Warrants comprising the Additional Units (in either certificated and/or Additional Warrants registered in the name of “CDS & Co.” or in such other name as the Underwriters, on behalf of the Underwriters, may direct. Notwithstanding the foregoing, if the Company determines to issue any of the Unit Shares and/or Warrants comprising the Additional Units and/or the Additional Warrants as book-entry only securities in accordance with the “non-certificated inventory” rules and procedures of CDSform), then registered as an alternative or in addition to the Company delivering one or more definitive certificates representing the Unit Shares and/or Warrants, the Underwriters will provide a direction to CDS with respect to the crediting of the Unit Shares and / or the Warrants to the accounts of participants of CDS as shall be designated by the Underwriters in writing in sufficient time prior to the Closing Date to permit such creditingCo-Lead Agents direct. The applicable terms, conditions and provisions of this Underwriting Agreement (including including, without limitation, the provisions of Section 6 section 5 relating to closing deliveries unless otherwise agreed to by the Underwriters and the Companydeliveries) shall apply mutatis mutandis to the closing of the issuance of any Additional Units and/or Additional Warrants pursuant to any exercise of the Over-Allotment Option, except as otherwise agreed by the Company Option and the Underwriters. Furthermore, upon exercise of the Over-Allotment Option, the Company shall issue and deliver that amount of Compensation Option Certificates to the Lead Underwriter, on behalf of the Underwriters, in accordance with the applicable provisions set forth hereinAdditional Units.

Over Allotment Option. (1) The Company has granted In addition, on the basis of the representations and warranties herein included and subject to the Underwritersterms and conditions herein set forth, the Company hereby grants an option to the Underwriters to purchase up to an additional 2,250,000 Shares at the purchase price set forth on the first page of this Agreement less the amount of any distribution payable with respect to an Initial Share but not payable with respect to an Option Share (for the avoidance of doubt, this language is meant to address the theoretical situation where the Initial Shares are entitled to a dividend but the Option Shares settle after the related record date, in which event the Underwriters will remit the amount of such dividend to holders of such Option Shares). The option hereby granted will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time only for the purpose of covering over-allotmentsallotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Underwriters to the Company setting forth the number of Option Shares as to which the Underwriters are then exercising the option and the time, if anydate and place of payment and delivery for such Option Shares. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Underwriters but shall not be later than ten full business days, or for market stabilization purposesnor earlier than two full business days, the Over-Allotment Option to purchase Additional Units at the Offering Price and/or Additional Warrants at a price of $0.08 per Additional Warrant, so long as the aggregate number Common Shares and Additional Warrants issued pursuant to after the exercise of the Over-Allotment Option does not exceed 15% of the Purchased Unites sold under the Offering (as defined herein). The Over-Allotment Option is exercisable said option, nor in whole or in part at any time or times on or before 5:00 p.m. (Toronto time) on the date that is 30 days following the Closing Date. The Lead Underwriter, on behalf of the Underwriters, may exercise the Over-Allotment Option from time to time, in whole or in part, during the currency thereof by delivering written notice to the Company (the “Over-Allotment Notice”) specifying the number of Additional Units and/or Additional Warrants which the Underwriters wish to purchase or arrange to have purchased by one or more Substituted Purchasers in the United States or who are U.S. Persons. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on the Over-Allotment Closing Date, pay to the Company the aggregate purchase price for the Additional Units and/or Additional Warrants so purchased by wire transfer, certified cheque or bank draft dated the Over-Allotment Closing Date against delivery of one or more certificates in definitive form representing the Unit Shares and Warrants comprising the Additional Units and/or Additional Warrants registered in the name of “CDS & Co.” or in such other name as the Underwriters, on behalf of the Underwriters, may direct. Notwithstanding the foregoing, if the Company determines to issue any of the Unit Shares and/or Warrants comprising the Additional Units and/or the Additional Warrants as book-entry only securities in accordance with the “non-certificated inventory” rules and procedures of CDS, then as an alternative or in addition to the Company delivering one or more definitive certificates representing the Unit Shares and/or Warrants, the Underwriters will provide a direction to CDS with respect to the crediting of the Unit Shares and / or the Warrants to the accounts of participants of CDS as shall be designated by the Underwriters in writing in sufficient time event prior to the Closing Date to permit such crediting. The applicable termsTime, conditions and provisions of this Underwriting Agreement (including the provisions of Section 6 relating to closing deliveries unless otherwise agreed to upon by the Underwriters and the Company) shall apply mutatis mutandis . If the option is exercised as to the issuance of all or any Units and/or Additional Warrants pursuant to any exercise portion of the Over-Allotment OptionOption Shares, except as otherwise agreed by the Company and the Underwriters. Furthermore, upon exercise of the Over-Allotment Option, the Company shall issue and deliver that amount of Compensation Option Certificates to the Lead Underwriter, on behalf each of the Underwriters, in accordance with acting severally and not jointly, will purchase that proportion of the applicable provisions total number of Option Shares then being purchased which the number of Initial Shares each such Underwriter has severally agreed to purchase as set forth hereinin Schedule A hereto bears to the total number of Initial Shares, subject to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional Shares.

Over Allotment Option. (1a) The Company has granted Corporation hereby grants to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-Allotment Option to purchase the Additional Units at the Offering Price and/or Additional Warrants at a price of $0.08 per Additional Warrant, so long as the aggregate number Common Shares and Additional Warrants issued pursuant to the exercise of the Over-Allotment Option does not exceed 15% of the Purchased Unites sold under the Offering (as defined herein)Shares. The Over-Allotment Option is exercisable in whole or in part at any time or times on or before 5:00 p.m. (Toronto time) on the date that is 30 days 30th day following the Closing Date. The Lead UnderwriterFor greater certainty, the Underwriters shall be paid the Underwriting Fee in respect of the sale of any Additional Shares purchased pursuant to the exercise of the Over-Allotment Option. GMP, on behalf of the Underwriters, may exercise the Over-Allotment Option from time to time, in whole or in part, during the currency period thereof by delivering written notice to the Company Corporation (the “Over-Allotment Notice”) specifying the number of Additional Units and/or Additional Warrants Shares which the Underwriters wish to purchase or arrange to have purchased by one or more Substituted Purchasers in the United States or who are U.S. Personspurchase. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on the date of Closing of any exercise of the Over-Allotment Closing DateOption, which shall be a date that is not less than three Business Days and not more than five Business Days after the date of the Over-Allotment Notice (such day to be specified by the Underwriters in their sole discretion), pay to the Company Corporation the aggregate purchase price for the Over-Allotment Shares so purchased, less an amount equal to the Underwriting Fee payable in respect of the sale of the Additional Units and/or Additional Warrants so purchased Shares, by wire transfer, certified cheque or bank draft dated the Over-Allotment Closing Date in Canadian currency against delivery of one or more certificates in definitive form representing the Unit Additional Shares and Warrants comprising the Additional Units and/or Additional Warrants purchased, registered in the name of “CDS & Co.” or in such other name as the UnderwritersUnderwriters may direct for deposit into the electronic book based system for clearing, on behalf of the Underwriters, may directdepository and entitlement services operated by CDS. Notwithstanding the foregoing, if the Company Corporation determines to issue any of the Unit Additional Shares and/or Warrants comprising the Additional Units and/or the Additional Warrants as book-entry only securities in accordance with the “non-certificated inventory” rules and procedures of CDS, then as an alternative or in addition to the Company Corporation delivering one or more definitive certificates representing the Unit Shares and/or WarrantsAdditional Shares, the Underwriters will provide a direction to CDS with respect to the crediting of the Unit Additional Shares and / or the Warrants to the accounts of participants of CDS as shall be designated by the Underwriters in writing in sufficient time prior to the Closing Date to permit such crediting. The applicable terms, conditions and provisions of this Underwriting Agreement (including including, without limitation, the provisions of Section 6 11 relating to closing deliveries unless otherwise agreed to by the Underwriters and the CompanyCorporation) shall apply mutatis mutandis to the issuance of any Units and/or Additional Warrants Shares pursuant to any exercise of the Over-Allotment Option, except as otherwise agreed by the Company and the Underwriters. Furthermore, upon exercise of the Over-Allotment Option, the Company shall issue and deliver that amount of Compensation Option Certificates to the Lead Underwriter, on behalf of the Underwriters, in accordance with the applicable provisions set forth herein.

Over Allotment Option. (1a) The Company has granted Corporation hereby grants to the Underwriters, for the purpose of covering over-allotments, if any, or and for market stabilization purposes, the Over-Allotment Option to purchase Additional Units at the Offering Price and/or Additional Warrants at a price of $0.08 per Additional Warrant, so long as the aggregate number Common Shares and Additional Warrants issued pursuant to the exercise of the Over-Allotment Option does not exceed 15% of Units and the Purchased Unites sold under the Offering (as defined herein)Over-Allotment Flow- Through Shares. The Over-Allotment Option is exercisable in whole or in part at any time or times on or before 5:00 p.m. (Toronto time) on the date that is 30 days 30th day following the Closing Date. The Lead UnderwriterFor greater certainty, the Underwriters shall be paid the Commission and issued Brokers’ Warrants in respect of the issue and sale of any Over-Allotment Units and Over-Allotment Flow-Through Shares purchased pursuant to the exercise of the Over-Allotment Option on the day of issue of the Over-Allotment Units or the Over-Allotment Flow-Through Shares. Canaccord, on its own behalf and on behalf of the Underwriters, may exercise the Over-Over- Allotment Option from time to time, in whole or in part, part from time to time during the currency thereof by delivering written notice to the Company Corporation (the “Over-Allotment Notice”) specifying the number of Additional Over-Allotment Units and/or Additional Warrants and Over- Allotment Flow-Through Shares which the Underwriters wish to purchase or arrange to have purchased by one or more Substituted Purchasers in the United States or who are U.S. Personspurchase. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on the Closing Date, which shall be a date that is not less than three Business Days and not more than seven Business Days after the date of the Over-Allotment Closing DateNotice (such day to be agreed between the Underwriters and the Corporation, each acting reasonably), pay to the Company Corporation the aggregate purchase price for the Additional Over- Allotment Units and/or Additional Warrants Over-Allotment Flow-Through Shares so purchased by wire transfer, certified cheque or bank draft dated the Over-Allotment Closing Date in Canadian currency payable at par in Toronto, Ontario against delivery of one or more certificates in definitive form representing the Unit Shares and Warrants comprising the Additional Over-Allotment Units and/or Additional Warrants Flow-Through Shares comprising the Over-Allotment Flow-Through Shares, registered in the name of “CDS & Co.” or in such other name or names as the Underwriters, on behalf of the Underwriters, may direct. Notwithstanding the foregoing, if the Company determines to issue Underwriters direct (provided that any of the Unit Shares and/or or Warrants comprising sold in the Additional Units and/or the Additional Warrants as book-entry only securities in accordance with the United States or to U.S. Persons pursuant to Schedule “non-certificated inventoryA” rules and procedures of CDS, then as an alternative or in addition to the Company delivering one or more definitive certificates representing the Unit Shares and/or Warrants, the Underwriters will provide a direction to CDS with respect to the crediting of the Unit Shares and / or the Warrants to the accounts of participants of CDS as shall be designated by the Underwriters individually certificated and shall not be included in writing in sufficient time prior to the Closing Date to permit such creditingany global certificate). The applicable terms, conditions and provisions of this Underwriting Agreement (including including, without limitation, the provisions of Section 6 section 11 relating to closing Closing deliveries unless otherwise agreed to by the Underwriters Corporation and the CompanyUnderwriters) shall apply mutatis mutandis to the Closing of the issuance of any Over-Allotment Units and/or Additional Warrants Over-Allotment Flow-Through Shares pursuant to any exercise of the Over-Allotment Option, except as otherwise agreed by the Company and the Underwriters. Furthermore, upon exercise of the Over-Allotment Option, the Company shall issue and deliver that amount of Compensation Option Certificates to the Lead Underwriter, on behalf of the Underwriters, in accordance with the applicable provisions set forth herein.