Common use of Corporation's Tranche 1 Closing Deliveries Clause in Contracts

Corporation's Tranche 1 Closing Deliveries. At or prior to the Tranche 1 Closing Time, the Corporation shall deliver to the Investor the following: (a) a certificate of good standing of the Corporation dated within two (2) Business Days prior to the Tranche 1 Closing Date issued pursuant to the BCBCA; (b) a certificate dated the date of Tranche 1 Closing addressed to the Investor and signed by the Chief Executive Officer and Chief Financial Officer of the Corporation (in each case without personal liability) in form and content satisfactory to the Investor and counsel to the Investor (each acting reasonably), certifying with respect to: (i) the currently effective constating documents of the Corporation; (ii) the necessary corporate approvals of the Corporation for the offering of the Subscription Receipts and the other transactions contemplated by this Agreement; and (iii) an incumbency and signatures of signing persons of authority and officers of the Corporation; (c) a corporate law and Securities Law opinion from the Corporation's legal counsel, in a form satisfactory to the Investor, acting reasonably, as to certain matters relating to the Corporation, the distribution of the Subscription Receipts and the issuance of the Purchased Shares and the Warrant Certificates, an exemption to the registration requirements under Securities Laws and other related matters; (d) evidence of the conditional approval of the TSX and the authorization of the NYSE with respect to the sale of the Subscription Receipts and the listing of the Purchased Shares (together with the Common Shares underlying the Warrants (the "Warrant Shares")) as herein contemplated; (e) the Subscription Receipt Agreement duly executed by the Corporation; (f) the Subscription Receipts, which shall be delivered on the Tranche 1 Closing Date as directed by Investor, by way of certificate representing the Subscription Receipts duly executed by the Corporation and registered in accordance with the instructions in Schedule B hereto, or as may be subsequently directed by the Investor in writing; and

Corporation's Tranche 1 Closing Deliveries. At or prior to the Tranche 1 Closing Time, the Corporation shall deliver to the Investor the following: (a) the Offtake Agreement duly executed by the Corporation; (b) the Investor Rights Agreement duly executed by the Corporation; (c) the Warrant Certificate duly executed by the Corporation; (d) one or more share certificates or DRS Advices evidencing the Common Shares forming part of the Tranche 1 Purchased Securities and registered in accordance with the registration instructions set forth in Schedule B hereto, or as may be otherwise subsequently directed by or on behalf of the Investor in writing; (e) a certificate of good standing compliance of the Corporation dated within two (2) Business Days prior to the Tranche 1 Closing Date issued pursuant to the BCBCACanada Business Corporations Act; (bf) a certificate dated the date of Tranche 1 Closing addressed to the Investor and signed by the Chief Executive Officer and Chief Financial Officer a senior officer of the Corporation (in each case without personal liability) in form and content satisfactory to the Investor and counsel to the Investor (each acting reasonably), certifying with respect to: (i) the currently effective constating documents of the Corporation; (ii) the necessary corporate approvals of the Corporation for the offering of the Subscription Receipts Tranche 1 Purchased Securities and the other transactions contemplated by this Agreementissuance of the Warrant Shares; and (iii) an incumbency and signatures of signing persons of authority and officers of the Corporation; (cg) a corporate law and Securities Law securities law opinion from the Corporation's ’s legal counsel, in a form satisfactory to the Investor, acting reasonably, as to certain matters relating to the Corporation, the distribution of the Subscription Receipts and the issuance of the Tranche 1 Purchased Shares and the Warrant CertificatesSecurities, an exemption to the registration requirements under Securities Laws and other related matters; (dh) evidence of the conditional any required approval of the TSX TSXV and the any required authorization of the NYSE with respect to the sale of the Subscription Receipts and the listing of the Tranche 1 Purchased Shares (together with the Common Shares underlying the Warrants (the "Warrant Shares")) Securities as herein contemplated;; and (ei) the Subscription Receipt Agreement duly executed by the Corporation; (f) the Subscription Receipts, which shall be delivered on the Tranche 1 Closing Date as directed by Investor, by way of certificate representing the Subscription Receipts duly executed by such further certificates and other documentation from the Corporation and registered in accordance with the instructions in Schedule B hereto, or as may be subsequently directed by contemplated herein or as the Investor in writing; andmay reasonably request.