Common use of Canadian Prospectus Clause in Contracts

Canadian Prospectus. Each Canadian Preliminary Prospectus complied, at the time it was filed with the Reviewing Authority, in all material respects with the requirements of Canadian Securities Laws; at no time during the period that begins on the earlier of the date of the Canadian Preliminary Prospectus, dated ___________ and the date such Canadian Preliminary Prospectus was filed with the Reviewing Authority did such Canadian Preliminary Prospectus fail to constitute full, true and plain disclosure of all material facts relating to the Company and the Securities or include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; the Canadian Prospectus, as then amended and supplemented, will comply, as of its date, the date that it is filed with the Reviewing Authority, the time of purchase, each additional time of purchase, if any, and at all times during which a prospectus is required by Canadian Securities Laws to be delivered in connection with any sale of Shares, in all material respects, with the requirements of Canadian Securities Laws;, at no time during the period that begins on the earlier of the date of the Canadian Prospectus and the date the Canadian Prospectus will be filed with the Reviewing Authority and ending at the later of the time of purchase, the latest additional time of purchase, if any, and the end of the period during which a prospectus is required by Canadian Securities Laws to be delivered in connection with any sale of Securities did or will the Canadian Prospectus, as then amended or supplemented, fail to constitute full, true and plain disclosure of all material facts relating to the Company and the Securities or include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

Canadian Prospectus. Each The Company meets the requirements of the securities legislation and the rules and regulations made thereunder, as amended, in each of the provinces of Canada other than Quebec (the "Qualifying Provinces") and the published policy statements of the securities regulatory authority in each of the Qualifying Provinces (the "Canadian Preliminary Prospectus compliedQualifying Authorities"), at including National Instrument 71-101 The Multijurisdictional Disclosure System ("NI 71-101") and Companion Policy 71-101CP (collectively, the time it was "Canadian Securities Laws"), for use of a Multijurisdictional Disclosure System ("MJDS") shelf prospectus with respect to the Securities, has filed with the Reviewing AuthorityCanadian Qualifying Authorities, designating the Ontario Securities Commission (the "OSC") as the principal jurisdiction, a preliminary MJDS shelf prospectus, a final MJDS shelf prospectus and an amended and restated final MJDS shelf prospectus in respect of the Securities and has also filed with the Canadian Qualifying Authorities a submission to jurisdiction and appointment of agent for service of process on Form 71-101F1, and has been issued a preliminary receipt by the OSC on behalf of the Canadian Qualifying Authorities for such preliminary MJDS shelf prospectus, a final receipt by the OSC on behalf of the Canadian Qualifying Authorities for such final MJDS shelf prospectus and a receipt by the OSC on behalf of the Canadian Qualifying Authorities for such amended and restated final MJDS shelf prospectus and any amendments thereto, in the forms of such preliminary, final and amended and restated MJDS shelf prospectuses previously delivered, along with any documents (including any preliminary form of prospectus supplement) filed in connection therewith and all material respects documents incorporated by reference therein, to the Representatives for each of the Underwriters; no other document with respect to such MJDS shelf prospectus and no amendment thereto or document incorporated by reference therein has previously been filed or transmitted for filing with a Canadian Qualifying Authority; and no order having the effect of preventing or suspending the use of any prospectus or prospectus supplement relating to the Securities has been issued and no proceeding for that purpose has been initiated or threatened by a Canadian Qualifying Authority (such amended and restated MJDS shelf prospectus, including any amendments to the form of prospectus for which a final receipt was issued by the OSC on behalf of the Canadian Qualifying Authorities and the documents incorporated by reference therein, are hereinafter called, collectively, the "Canadian Prospectus"; and any reference to the Canadian Prospectus as amended or supplemented shall be deemed to refer to the Canadian Prospectus as amended or supplemented in relation to the Offered Securities in the form in which it is first filed with the requirements of Canadian Qualifying Authorities pursuant to Canadian Securities Laws; at no time during the period that begins on the earlier of the date of the Canadian Preliminary Prospectus, dated ___________ and the date such Canadian Preliminary Prospectus was filed with the Reviewing Authority did such Canadian Preliminary Prospectus fail to constitute full, true and plain disclosure of all material facts relating to the Company and the Securities or include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; the Canadian Prospectus, as then amended and supplemented, will comply, as of its date, the date that it is filed with the Reviewing Authority, the time of purchase, each additional time of purchase, if any, and at all times during which a prospectus is required by Canadian Securities Laws to be delivered in connection with any sale of Shares, in all material respects, with the requirements of Canadian Securities Laws;, at no time during the period that begins on the earlier of the date of the Canadian Prospectus and the date the Canadian Prospectus will be filed with the Reviewing Authority and ending at the later of the time of purchase, the latest additional time of purchase, if any, and the end of the period during which a prospectus is required by Canadian Securities Laws to be delivered in connection with any sale of Securities did or will the Canadian Prospectus, as then amended or supplemented, fail to constitute full, true and plain disclosure of all material facts relating to the Company and the Securities or include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;).] *

Canadian Prospectus. Each Canadian Preliminary Prospectus complied, at the time it was filed with the Reviewing Authority, in all material respects with the requirements of Canadian Securities Laws; at no time during the period that begins on the earlier of the date of the Canadian Preliminary Prospectus, dated ___________ April 13, 2023 and the date such Canadian Preliminary Prospectus was filed with the Reviewing Authority did such Canadian Preliminary Prospectus fail to constitute full, true and plain disclosure of all material facts relating to the Company and the Securities or include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; the Canadian Prospectus, as then amended and supplemented, will comply, as of its date, the date that it is filed with the Reviewing Authority, the time of purchase, each additional time of purchase, if any, and at all times during which a prospectus is required by Canadian Securities Laws to be delivered in connection with any sale of Shares, in all material respects, with the requirements of Canadian Securities Laws;, at no time during the period that begins on the earlier of the date of the Canadian Prospectus and the date the Canadian Prospectus will be filed with the Reviewing Authority and ending at the later of the time of purchase, the latest additional time of purchase, if any, and the end of the period during which a prospectus is required by Canadian Securities Laws to be delivered in connection with any sale of Securities did or will the Canadian Prospectus, as then amended or supplemented, fail to constitute full, true and plain disclosure of all material facts relating to the Company and the Securities or include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

Canadian Prospectus. Each Canadian Preliminary Prospectus complied, at the time it was filed with the Reviewing Authority, in all material respects with the requirements of Canadian Securities Laws; ;, at no time during the period that begins on the earlier of the date of the Canadian Preliminary Prospectus, dated ___________ and the date such Canadian Preliminary Prospectus was filed with the Reviewing Authority did such Canadian Preliminary Prospectus fail to constitute full, true and plain disclosure of all material facts relating to the Company and the Securities or include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; the Canadian Prospectus, as then amended and supplemented, will comply, as of its date, the date that it is filed with the Reviewing Authority, the time of purchase, each additional time of purchase, if any, and at all times during which a prospectus is required by Canadian Securities Laws to be delivered in connection with any sale of Shares, in all material respects, with the requirements of Canadian Securities Laws;, at no time during the period that begins on the earlier of the date of the Canadian Prospectus and the date the Canadian Prospectus will be filed with the Reviewing Authority and ending at the later of the time of purchase, the latest additional time of purchase, if any, and the end of the period during which a prospectus is required by Canadian Securities Laws to be delivered in connection with any sale of Securities did or will the Canadian Prospectus, as then amended or supplemented, fail to constitute full, true and plain disclosure of all material facts relating to the Company and the Securities or include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

Canadian Prospectus. Each (a) As soon as reasonably practicable following the execution of this Agreement, the Company will submit the Company’s application for the OSC Relief, with each of the applicable Canadian Preliminary Securities Commissions to enable the OSC Decision Document and the OSC Relief to be issued in accordance with applicable Canadian Securities Laws as soon as reasonably practicable. Concurrently therewith, the Company will use its best efforts to amend the Canadian Final Prospectus compliedin order to facilitate the transactions contemplated hereby. In the event the Company is unable to make such amendments, it shall promptly file a preliminary base shelf prospectus in accordance with Canadian Securities Laws that facilitates the transactions contemplated hereby and thereafter file a final base shelf prospectus on the same basis. (b) At all times during the distribution of the Shares and the term of this Agreement, the Company will maintain the Canadian Final Prospectus in good standing (including obtaining renewals thereof at the time it was filed with expiration of the Reviewing Authority, in all material respects term of the existing Canadian Final Prospectus) and the Canadian Final Prospectus will comply with the requirements of the Canadian Securities Laws; at no time during the period that begins on the earlier of the date of the Canadian Preliminary Prospectus, dated ___________ Laws pursuant to which it has been filed and the date such Canadian Preliminary Prospectus was filed with the Reviewing Authority did such Canadian Preliminary Prospectus fail to constitute OSC Relief and will provide full, true and plain disclosure of all material facts relating to the Company Company, the Shares issuable pursuant to Advances hereunder as required by the Canadian Securities Laws, and the Securities or include an Canadian Final Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; . (c) In accordance with the OSC Relief, in connection with each Advance hereunder, the Company shall prepare and file a Canadian Prospectus Supplement, and shall comply with all other applicable filing and other requirements under the Canadian Securities Laws in connection therewith, on or prior to each Closing, such that the applicable Canadian Prospectus Supplement and Canadian Final Prospectus, as then amended and supplementedapplicable, will comply, as of its date, the is current at such date that it is filed in accordance with the Reviewing Authority, the time of purchase, each additional time of purchase, if any, and at all times during which a prospectus is required by Canadian Securities Laws and the OSC Relief (qualifying, to be delivered in the extent required, the distribution of the Shares issuable on such Closing). In connection with any sale of Sharesthis Agreement and the transactions contemplated hereby, in the Corporation shall comply with all material respects, with the requirements of Canadian Securities Laws;, at no time during the period that begins on the earlier of the date of the Canadian Prospectus OSC Relief and the date the Canadian Prospectus will be filed with the Reviewing Authority and ending at the later of the time of purchase, the latest additional time of purchase, if any, and the end of the period during which a prospectus is required by Canadian Securities Laws to be delivered in connection with any sale as at the dates of Securities did or will the Canadian Prospectus, as then amended or supplemented, fail to constitute full, true and plain disclosure of all material facts relating to the Company and the Securities or include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;each Closing.