UNDERWRITING AGREEMENTUnderwriting Agreement • December 6th, 2013 • Ontario
National Bank Financial Inc., RBC Dominion Securities Inc., Cormark Securities Inc. and Canaccord Genuity Corp. (individually, an "Underwriter" and collectively, the "Underwriters") understand that Chesswood Group Limited (the "Corporation"), a corporation incorporated under the Business Corporations Act (Ontario) (the "OBCA"), intends, upon the terms and subject to the conditions contained herein, to issue and sell to the Underwriters