Common use of Conditions to the Underwriters’ Obligation to Purchase Clause in Contracts

Conditions to the Underwriters’ Obligation to Purchase. The obligations of the Underwriters to purchase the Subscription Receipts (including any Subscription Receipts sold pursuant to the Underwriters’ Option) on the Closing Date shall be conditional upon the Underwriters receiving, and the Underwriters shall have the right on the Closing Date on behalf of Subscribers for the Subscription Receipts to withdraw, all Subscription Agreements delivered and not previously withdrawn by Subscribers unless the Underwriters receive, on the Closing Date: (a) a favourable legal opinion dated the Closing Date from Corporation’s Counsel, addressed to the Underwriters, in form and substance satisfactory to the Underwriters, acting reasonably, together with corresponding opinions (where relevant) of local counsel to the Corporation in relation to the laws of the Selling Jurisdictions in Canada and the United States in which the Subscription Receipts are sold and on which Corporation’s Counsel is not qualified to express opinions (which includes, for the avoidance of doubt, an opinion dated the Closing Date from the Corporation’s U.S. counsel, Xxxxxx & Xxxxxxx LLP, addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters, to the effect that no registration is required under the U.S. Securities Act, in connection with the offer, sale and delivery of the Subscription Receipts, the Special Warrants and the Underlying Shares in the United States); (b) a favourable title opinion dated the Closing Date regarding the Corporation’s Fire Creek property, addressed to the Underwriters, in form and substance satisfactory to the Underwriters, acting reasonably; (c) a favourable title opinion dated the Closing Date regarding the Corporation’s Midas property, addressed to the Underwriters, in form and substance satisfactory to the Underwriters, acting reasonably; (d) a favourable title opinion dated the Closing Date regarding the Corporation’s True North project, addressed to the Underwriters, in form and substance satisfactory to the Underwriters, acting reasonably; (e) a favourable title opinion dated the Closing Date regarding the Hollister mine and the Xxxxxxxxx mine addressed to the Underwriters, in form and substance satisfactory to the Underwriters, acting reasonably; (f) favourable corporate legal opinions from counsel to: (i) Klondex Holdings (USA) Inc.; (ii) Klondex Midas Holdings Limited; (iii) Klondex Midas Operations Inc.; (iv) Klondex Gold & Silver Mining Company; (v) Klondex Canada Ltd.; and (vi) 0985472 B.C. Ltd., in each case addressed to the Underwriters, in form and substance satisfactory to the Underwriters, acting reasonably; (g) a certificate of the Corporation dated the Closing Date, addressed to the Underwriters and signed on the Corporation’s behalf by its Chief Executive Officer or such other officer or director of the Corporation satisfactory to the Underwriters, acting reasonably, with respect to the constating documents of the Corporation, solvency, all resolutions of the board of directors of the Corporation relating to this Agreement and the incumbency and specimen signatures of signing officers of the Corporation and such other matters as the Underwriters may reasonably request; (h) a certificate of the Corporation dated the Closing Date, addressed to the Underwriters and signed on the Corporation’s behalf by its Chief Executive Officer or such other officer or director of the Corporation satisfactory to the Underwriters, acting reasonably, certifying that: (i) the Corporation has complied with and satisfied all terms and conditions of the Material Agreements on its part to be complied with or satisfied at or prior to the Closing Time; (ii) the representations and warranties of the Corporation contained in this Agreement and the Subscription Agreements are true and correct at the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated by this Agreement except in respect of any representations and warranties that are to be true and correct as of a specified date, in which case they will be true and correct as of that date only; (iii) the Due Diligence Session Responses provided by the Corporation at the Due Diligence Session are true and correct and would not be different in any material respect if the Due Diligence Session were held immediately prior to the Closing Time; (iv) the Corporation has made and/or obtained on or prior to the Closing Time, all necessary filings, approvals, consents and acceptances of applicable regulatory authorities and under any applicable agreement or document to which the Corporation is a party or by which it is bound, required for the execution and delivery of this Agreement and the Subscription Agreements, the offering and sale of the Subscription Receipts and the consummation of the other transactions contemplated by this Agreement (subject to completion of filings with certain regulatory authorities following the Closing Date); (v) no order, ruling or determination having the effect of suspending the sale or cease trading of the Common Shares or any other securities of the Corporation has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officer of the Corporation, contemplated or threatened under any Applicable Securities Laws or by any other regulatory authority; (i) a certificate from the transfer agent of the Corporation dated the Closing Date and signed by an authorized officer of the transfer agent, confirming the issued share capital of the Corporation; (j) all necessary approvals of the TSX and NYSE MKT and all other securities regulatory authorities having jurisdiction over the Corporation have been obtained and the Corporation shall have complied with the conditions of those approvals; (k) lock-up agreements from certain of the directors and senior officers of the Corporation, as agreed upon between the Co-Lead Underwriters and the Corporation, agreeing (other than in certain circumstances) not to sell, transfer, assign, pledge or otherwise dispose of any securities of the Company owned, directly or indirectly, by such directors or officers for a period of 90 days following the closing of the Hollister Acquisition, without the prior consent of the Co-Lead Underwriters (on behalf of the Underwriters) provided that the lock-up agreements shall not prevent such directors and officers to dispose of the necessary number of Common Shares in order to cover the exercise price and taxes due on any options exercised during that period; and (l) such other instruments and closing documents as the Underwriters may reasonably request within a reasonable period prior to the Closing Time that is sufficient for the Corporation to obtain and deliver such instruments and closing documents and, in any event, at least 48 hours prior to the Closing Time. The foregoing conditions contained in this Section 11 are for the sole benefit of the Underwriters and may be waived in whole or in part by the Underwriters at any time and without limitation. If any of the foregoing conditions have not been met at the Closing Time, the Underwriters may terminate their obligations under this Agreement without prejudice to any other remedies they may have and the Underwriters shall have the right on behalf of the Subscribers to withdraw all Subscription Agreements delivered and not previously withdrawn by Subscribers.

Conditions to the Underwriters’ Obligation to Purchase. The obligations of the Underwriters to purchase the Subscription Receipts (including any Subscription Receipts sold pursuant to the Underwriters’ Option) on the Closing Date hereunder shall be conditional upon the Underwriters receiving, and the Underwriters shall have the right on the Closing Date on behalf of Subscribers for the Subscription Receipts Offered Securities to withdraw, all Subscription Agreements delivered and not previously withdrawn by Subscribers unless the Underwriters receive, on the Closing Date: (a) a favourable legal opinion dated the Closing Date from Corporation’s 's Counsel, addressed to the Underwriters, in form and substance satisfactory to the Underwriters, acting reasonably, together with corresponding opinions (where relevant) of local counsel to the Corporation in relation to the laws of the Selling Jurisdictions in Canada and the United States in which the Subscription Receipts Offered Securities are sold and on which Corporation’s 's Counsel is not qualified to express opinions opinions; (which includes, for the avoidance of doubt, an b) a favourable legal opinion dated the Closing Date from the Corporation’s U.S. 's tax counsel, Xxxxxx & Xxxxxxx LLP, addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters, to the effect that no registration is required under the U.S. Securities Act, in connection with the offer, sale and delivery of the Subscription Receipts, the Special Warrants and the Underlying Shares in the United States); (b) a favourable title opinion dated the Closing Date regarding the Corporation’s Fire Creek property, addressed to the Underwriters, in form and substance satisfactory to the Underwriters, acting reasonably, that the FT Shares are “flow-through shares” that are not “prescribed shares” for the purposes of the flow-through share provisions of the Tax Act; (c) a favourable title legal opinion dated at the Closing Date regarding from the Corporation’s Midas property, addressed to the Underwriters's tax counsel, in form and substance satisfactory to the Underwriters, acting reasonably, that the FT Shares and Warrants will be qualified investments for Registered Plans, except if the issuer is a connected person under the particular Registered Plan for the purposes of the Tax Act; (d) a favourable title opinion opinions dated the Closing Date regarding from the Corporation’s True North project, addressed to the Underwriters's counsel, in form and substance satisfactory to the Underwriters, acting reasonably, as to the title to the Material Properties; (e) a favourable title opinion dated the Closing Date regarding the Hollister mine and the Xxxxxxxxx mine addressed to the Underwriters, in form and substance satisfactory to the Underwriters, acting reasonably; (f) favourable corporate legal opinions from counsel to: (i) Klondex Holdings (USA) Inc.; (ii) Klondex Midas Holdings Limited; (iii) Klondex Midas Operations Inc.; (iv) Klondex Gold & Silver Mining Company; (v) Klondex Canada Ltd.; and (vi) 0985472 B.C. Ltd., in each case addressed to the Underwriters, in form and substance satisfactory to the Underwriters, acting reasonably; (g) a certificate of the Corporation dated the Closing Date, addressed to the Underwriters and signed on the Corporation’s 's behalf by its Chief Executive Officer or such other officer or director of the Corporation satisfactory to the Underwriters, acting reasonably, with respect to the constating documents of the Corporation, solvency, all resolutions of the board of directors of the Corporation relating to this Agreement and the incumbency and specimen signatures of signing officers of the Corporation and such other matters as the Underwriters may reasonably request; (hf) a certificate of the Corporation dated the Closing Date, addressed to the Underwriters and signed on the Corporation’s 's behalf by its Chief Executive Officer or such other officer or director of the Corporation satisfactory to the Underwriters, acting reasonably, certifying that: (i) the Corporation has complied with and satisfied all terms and conditions of this Agreement and the Material Subscription Agreements on its part to be complied with or satisfied at or prior to the Closing Time; (ii) the representations and warranties of the Corporation contained in this Agreement and the Subscription Agreements are true and correct at the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated by this Agreement except in respect of any representations and warranties that are to be true and correct as of a specified date, in which case they will be true and correct as of that date onlyAgreement; (iii) the Due Diligence Session Responses provided by the Corporation at the Due Diligence Session are true and correct and would not be different in any material respect if the Due Diligence Session were held immediately prior to the Closing Time; (iv) the Corporation has made and/or obtained on or prior to the Closing Time, all necessary filings, approvals, consents and acceptances of applicable regulatory authorities and under any applicable agreement or document to which the Corporation is a party or by which it is bound, required for the execution and delivery of this Agreement and the Subscription Agreements, the offering and sale of the Subscription Receipts Offered Securities and the consummation of the other transactions contemplated by this Agreement hereby (subject to completion of filings with certain regulatory authorities following the Closing Date);; and (v) no order, ruling or determination having the effect of suspending the sale or cease trading of the Common Shares or any other securities of the Corporation has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officer of the Corporation, contemplated or threatened under any Applicable Securities Laws or by any other regulatory authority; (i) a certificate from the transfer agent of the Corporation dated the Closing Date and signed by an authorized officer of the transfer agent, confirming the issued share capital of the Corporation; (j) all necessary approvals of the TSX and NYSE MKT and all other securities regulatory authorities having jurisdiction over the Corporation have been obtained and the Corporation shall have complied with the conditions of those approvals; (k) lock-up agreements from certain of the directors and senior officers of the Corporation, as agreed upon between the Co-Lead Underwriters and the Corporation, agreeing (other than in certain circumstances) not to sell, transfer, assign, pledge or otherwise dispose of any securities of the Company owned, directly or indirectly, by such directors or officers for a period of 90 days following the closing of the Hollister Acquisition, without the prior consent of the Co-Lead Underwriters (on behalf of the Underwriters) provided that the lock-up agreements shall not prevent such directors and officers to dispose of the necessary number of Common Shares in order to cover the exercise price and taxes due on any options exercised during that period; and (l) such other instruments and closing documents as the Underwriters may reasonably request within a reasonable period prior to the Closing Time that is sufficient for the Corporation to obtain and deliver such instruments and closing documents and, in any event, at least 48 hours prior to the Closing Time. The foregoing conditions contained in this Section 11 6(a), (b), (c), (d), (e) and (f) are for the sole benefit of the Underwriters and may be waived in whole or in part by the Underwriters at any time and without limitation. If any of the foregoing conditions have not been met at the Closing Time, the Underwriters may terminate their obligations under this Agreement without prejudice to any other remedies they it may have and the Underwriters shall have the right on behalf of the Subscribers to withdraw all Subscription Agreements delivered and not previously withdrawn by Subscribers.

Conditions to the Underwriters’ Obligation to Purchase. The obligations of the Underwriters to purchase the Subscription Receipts (including any Subscription Receipts sold pursuant to the Underwriters’ Option) on the Closing Date under this Agreement shall be conditional upon the Underwriters receiving, and the Underwriters shall have the right on the Closing Date on behalf of Subscribers for the Subscription Receipts Special Warrants to withdraw, all Subscription Agreements delivered and not previously withdrawn by Subscribers unless the Underwriters receive, on the Closing Date: (a) a favourable legal opinion opinions dated the Closing Date from Corporation’s 's Counsel, with respect to the Corporation and the offer and sale of the Special Warrants in the Qualifying Provinces, addressed to the Underwriters, in form and substance satisfactory to the Underwriters, acting reasonably, together with corresponding opinions (where relevant) of local counsel to the Corporation in relation to the laws of the Selling Jurisdictions in Canada and the United States Qualifying Provinces in which the Subscription Receipts Special Warrants are sold and on which Corporation’s 's Counsel is not qualified to express opinions opinions; (which includes, for the avoidance of doubt, an b) a legal opinion dated the Closing Date from the Corporation’s U.S. counsel, Xxxxxx & Xxxxxxx Kavinoky Cook LLP, addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters, to the effect that no registration is required under the U.S. Securities Act, in connection with the offer, sale and delivery of the Subscription Receipts, the Special Warrants and the Underlying Shares in the United States); (b) a favourable title opinion dated the Closing Date regarding the Corporation’s Fire Creek property, addressed to the Underwriters, in form and substance satisfactory to the Underwriters, acting reasonably, to the effect that registration of the Special Warrants and the Underlying Securities will not be required under the U.S. Securities Act in connection with the offer and sale of such Special Warrants in the United States pursuant to this Agreement, including Schedule A; (c) a favourable title opinion legal opinions dated the Closing Date regarding from Corporation's Counsel or local counsel, as applicable, with respect to each of the Corporation’s Midas propertyMaterial Subsidiaries, addressed to the Underwriters, in form and substance satisfactory to the Underwriters, acting reasonably; (d) a favourable title opinion dated an executed lock-up agreement, substantially in the Closing Date regarding form of Schedule B, from each of the directors and officers of the Corporation’s True North project, addressed to the Underwriters, in form and substance satisfactory to the Underwriters, acting reasonably; (e) a favourable title opinion dated the Closing Date regarding the Hollister mine and the Xxxxxxxxx mine addressed to the Underwriters, in form and substance satisfactory to the Underwriters, acting reasonably; (f) favourable corporate legal opinions from counsel to: (i) Klondex Holdings (USA) Inc.; (ii) Klondex Midas Holdings Limited; (iii) Klondex Midas Operations Inc.; (iv) Klondex Gold & Silver Mining Company; (v) Klondex Canada Ltd.; and (vi) 0985472 B.C. Ltd., in each case addressed to the Underwriters, in form and substance satisfactory to the Underwriters, acting reasonably; (g) a certificate of the Corporation dated the Closing Date, addressed to the Underwriters and signed on the Corporation’s 's behalf by its Chief Executive Officer, Chief Financial Officer or such other officer or director of the Corporation satisfactory to the Underwriters, acting reasonably, with respect to the constating documents of the Corporation, solvency, all resolutions of the board of directors of the Corporation relating to this Agreement and the incumbency and specimen signatures of signing officers of the Corporation and such other matters as the Underwriters may reasonably request; (hf) a certificate of the Corporation dated the Closing Date, addressed to the Underwriters and signed on the Corporation’s 's behalf by its Chief Executive Officer, Chief Financial Officer or such other officer or director of the Corporation satisfactory to the \the Underwriters, acting reasonably, certifying that: (i) the Corporation has materially complied with and satisfied all terms and conditions of this Agreement and the Material Subscription Agreements on its part to be complied with or satisfied at or prior to the Closing Time; (ii) the representations and warranties of the Corporation contained in this Agreement and the Subscription Agreements are true and correct in all material respects at the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated by this Agreement except in respect of any representations and warranties that are to be true and correct as of a specified date, in which case they will be true and correct as of that date onlyAgreement; (iii) the Due Diligence Session Responses provided by the Corporation at the Due Diligence Session are true and correct in all material respects and would not be different in any material respect if the Due Diligence Session were held immediately prior to the Closing Time; (iv) the Corporation has made and/or obtained on or prior to the Closing Time, all necessary filings, approvals, consents and acceptances of applicable regulatory authorities and under any applicable agreement or document to which the Corporation is a party or by which it is bound, required for the execution and delivery of this Agreement and the Subscription Agreements, the offering and sale of the Subscription Receipts Special Warrants and the consummation of the other transactions contemplated by this Agreement (subject to completion of filings with certain regulatory authorities following the Closing Date);; and (v) no order, ruling or determination having the effect of suspending the sale of the Special Warrants or cease trading of the Common Shares or any other securities of the Corporation has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officer of the Corporation, contemplated or threatened under any Applicable Canadian Securities Laws or by any other regulatory authority; (i) a certificate from the transfer agent of the Corporation dated the Closing Date and signed by an authorized officer of the transfer agent, confirming the issued share capital of the Corporation; (j) all necessary approvals of the TSX and NYSE MKT and all other securities regulatory authorities having jurisdiction over the Corporation have been obtained and the Corporation shall have complied with the conditions of those approvals; (k) lock-up agreements from certain of the directors and senior officers of the Corporation, as agreed upon between the Co-Lead Underwriters and the Corporation, agreeing (other than in certain circumstances) not to sell, transfer, assign, pledge or otherwise dispose of any securities of the Company owned, directly or indirectly, by such directors or officers for a period of 90 days following the closing of the Hollister Acquisition, without the prior consent of the Co-Lead Underwriters (on behalf of the Underwriters) provided that the lock-up agreements shall not prevent such directors and officers to dispose of the necessary number of Common Shares in order to cover the exercise price and taxes due on any options exercised during that period; and (lg) such other instruments the Special Warrant Indenture, the Warrant Indenture and closing documents as the Underwriters may reasonably request within a reasonable period prior Compensation Warrant Certificates shall have been executed and delivered by the Corporation in form and substance satisfactory to the Closing Time that is sufficient for the Corporation to obtain and deliver such instruments and closing documents andUnderwriters, in any event, at least 48 hours prior to the Closing Timeacting reasonably. The foregoing conditions contained in this Section 11 7 are for the sole benefit of the Underwriters and may be waived in whole or in part by the Underwriters Underwriters, at any time and without limitation. If any of the foregoing conditions have not been met at the Closing Time, the Underwriters may terminate their obligations under this Agreement without prejudice to any other remedies they may have and the Underwriters shall have the right on behalf of the Subscribers to withdraw all Subscription Agreements delivered and not previously withdrawn by Subscribers.

Conditions to the Underwriters’ Obligation to Purchase. The obligations of the Underwriters to purchase the Subscription Receipts (including any Subscription Receipts sold pursuant to the Underwriters’ Option) on the Closing Date under this Agreement shall be conditional upon the Underwriters receiving, and the Underwriters shall have the right on the Closing Date on behalf of Subscribers for the Subscription Receipts Special Warrants to withdraw, all Subscription Agreements delivered and not previously withdrawn by Subscribers unless the Underwriters receive, on the Closing Date: (a) a favourable legal opinion opinions dated the Closing Date from Corporation’s 's Counsel, with respect to the Corporation and the offer and sale of the Special Warrants in the Qualifying Provinces, addressed to the Underwriters, in form and substance satisfactory to the Underwriters, acting reasonably, together with corresponding opinions (where relevant) of local counsel to the Corporation in relation to the laws of the Selling Jurisdictions in Canada and the United States Qualifying Provinces in which the Subscription Receipts Special Warrants are sold and on which Corporation’s 's Counsel is not qualified to express opinions opinions; (which includes, for the avoidance of doubt, an b) a legal opinion dated the Closing Date from the Corporation’s U.S. counsel, Xxxxxx & Xxxxxxx Kavinoky Xxxx LLP, addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters, to the effect that no registration is required under the U.S. Securities Act, in connection with the offer, sale and delivery of the Subscription Receipts, the Special Warrants and the Underlying Shares in the United States); (b) a favourable title opinion dated the Closing Date regarding the Corporation’s Fire Creek property, addressed to the Underwriters, in form and substance satisfactory to the Underwriters, acting reasonably, to the effect that registration of the Special Warrants or the Underlying Securities will not be required under the U.S. Securities Act in connection with the offer and sale of such Special Warrants in the United States pursuant to this Agreement, including Schedule A; (c) a favourable title opinion legal opinions dated the Closing Date regarding from Corporation's Counsel or local counsel, as applicable, with respect to each of the Corporation’s Midas propertyMaterial Subsidiaries, addressed to the Underwriters, in form and substance satisfactory to the Underwriters, acting reasonably; (d) a favourable title opinion dated an executed lock-up agreement, substantially in the Closing Date regarding form of Schedule B, from each of the directors and officers of the Corporation’s True North project, addressed to the Underwriters, in form and substance satisfactory to the Underwriters, acting reasonably; (e) a favourable title opinion dated the Closing Date regarding the Hollister mine and the Xxxxxxxxx mine addressed to the Underwriters, in form and substance satisfactory to the Underwriters, acting reasonably; (f) favourable corporate legal opinions from counsel to: (i) Klondex Holdings (USA) Inc.; (ii) Klondex Midas Holdings Limited; (iii) Klondex Midas Operations Inc.; (iv) Klondex Gold & Silver Mining Company; (v) Klondex Canada Ltd.; and (vi) 0985472 B.C. Ltd., in each case addressed to the Underwriters, in form and substance satisfactory to the Underwriters, acting reasonably; (g) a certificate of the Corporation dated the Closing Date, addressed to the Underwriters and signed on the Corporation’s 's behalf by its Chief Executive Officer, Chief Financial Officer or such other officer or director of the Corporation satisfactory to the Lead Underwriter, on behalf of the Underwriters, acting reasonably, with respect to the constating documents of the Corporation, solvency, all resolutions of the board of directors of the Corporation relating to this Agreement and the incumbency and specimen signatures of signing officers of the Corporation and such other matters as the Underwriters Lead Underwriter, on behalf of the Underwriters, may reasonably request; (hf) a certificate of the Corporation dated the Closing Date, addressed to the Underwriters and signed on the Corporation’s 's behalf by its Chief Executive Officer, Chief Financial Officer or such other officer or director of the Corporation satisfactory to the Lead Underwriter, on behalf of the Underwriters, acting reasonably, certifying that: (i) the Corporation has materially complied with and satisfied all terms and conditions of this Agreement and the Material Subscription Agreements on its part to be complied with or satisfied at or prior to the Closing Time; (ii) the representations and warranties of the Corporation contained in this Agreement and the Subscription Agreements are true and correct in all material respects at the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated by this Agreement except in respect of any representations and warranties that are to be true and correct as of a specified date, in which case they will be true and correct as of that date onlyAgreement; (iii) the Due Diligence Session Responses provided by the Corporation at the Due Diligence Session are true and correct in all material respects and would not be different in any material respect if the Due Diligence Session were held immediately prior to the Closing Time; (iv) the Corporation has made and/or obtained on or prior to the Closing Time, all necessary filings, approvals, consents and acceptances of applicable regulatory authorities and under any applicable agreement or document to which the Corporation is a party or by which it is bound, required for the execution and delivery of this Agreement and the Subscription Agreements, the offering and sale of the Subscription Receipts Special Warrants and the consummation of the other transactions contemplated by this Agreement (subject to completion of filings with certain regulatory authorities following the Closing Date);; and (v) no order, ruling or determination having the effect of suspending the sale of the Special Warrants or cease trading of the Common Shares or any other securities of the Corporation has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officer of the Corporation, contemplated or threatened under any Applicable Canadian Securities Laws or by any other regulatory authority;; and (ig) a certificate from the transfer agent of Special Warrant Indenture and the Warrant Indenture shall have been executed and delivered by the Corporation dated in form and substance satisfactory to the Closing Date and signed by an authorized officer of the transfer agentLead Underwriter, confirming the issued share capital of the Corporation; (j) all necessary approvals of the TSX and NYSE MKT and all other securities regulatory authorities having jurisdiction over the Corporation have been obtained and the Corporation shall have complied with the conditions of those approvals; (k) lock-up agreements from certain of the directors and senior officers of the Corporation, as agreed upon between the Co-Lead Underwriters and the Corporation, agreeing (other than in certain circumstances) not to sell, transfer, assign, pledge or otherwise dispose of any securities of the Company owned, directly or indirectly, by such directors or officers for a period of 90 days following the closing of the Hollister Acquisition, without the prior consent of the Co-Lead Underwriters (on behalf of the Underwriters) provided that the lock-up agreements shall not prevent such directors and officers to dispose of the necessary number of Common Shares in order to cover the exercise price and taxes due on any options exercised during that period; and (l) such other instruments and closing documents as the Underwriters may reasonably request within a reasonable period prior to the Closing Time that is sufficient for the Corporation to obtain and deliver such instruments and closing documents and, in any event, at least 48 hours prior to the Closing Timeacting reasonably. The foregoing conditions contained in this Section 11 7 are for the sole benefit of the Underwriters and may be waived in whole or in part by the Underwriters Lead Underwriter, on behalf of the Underwriters, at any time and without limitation. If any of the foregoing conditions have not been met at the Closing Time, the Underwriters may terminate their obligations under this Agreement without prejudice to any other remedies they may have and the Underwriters shall have the right on behalf of the Subscribers to withdraw all Subscription Agreements delivered and not previously withdrawn by Subscribers.