Common use of Description of the Subscription Receipts Clause in Contracts

Description of the Subscription Receipts. Upon closing of the Private Placement, all proceeds from the sale of the Subscription Receipts (the ‎‎"Escrowed Funds") will be deposited with Counsel in the Corporation's trust account and may be invested in short-term obligations of, or ‎guaranteed by, the Government of Canada, and other approved investments. To comply with applicable Securities Laws, the Corporation will file a Form S-1 ‎Registration Statement. Each Subscription Receipt is automatically exchangeable upon the date (the "Effective Date") that is the later of (i) the date of issuance by the Corporation of the Closing Notice, and (ii) the date on which ‎the SEC declares a Form S-1 ‎Registration Statement of the Corporation effective. In compliance with applicable Securities Laws, the Escrowed Funds, and any ‎interest earned thereon, will be released by Counsel to the Corporation upon receipt, by no later than 5:00 ‎p.m. (Toronto time) on June 15, 2021 (the "Deadline"), by Counsel, of a signed notice from an authorized signing officer of ‎the Corporation confirming that they have completed or met all conditions to complete the Acquisition (the ‎‎"Closing Notice") and receipt of a copy of the Final Exchange Bulletin (as such term is defined by the TSXV) in connection with the Acquisition. Immediately upon the date Effective Date‎, each Subscription Receipt will be ‎deemed to have been exchanged by the holder thereof, without payment of additional consideration or further action ‎on the part of the holder, for one (1) Common Share (or 0.737 Common Shares in the event the Consolidation is completed prior to the Effective Date). If the Closing Notice is not provided on or before the Deadline or the Corporation has provided notice to ‎ Counsel that the Acquisition will not be completed by the Deadline (each case being a "Refund Event"), ‎on the date of the Refund Event, the holders of the Subscription Receipts will be entitled to receive an amount ‎equal to the Aggregate Subscription Price paid by such holder, together with such holder's pro rata entitlement to interest earned ‎on such amount, less any applicable withholding tax but with no other deductions. The Escrowed Funds will be ‎applied towards payment of such amount, and the Corporation shall make up any shortfall of the balance owed to ‎the holders of the Subscription Receipts.‎ On the Effective Date (i) Brattle Xxxxx X.X. Ltd. ("Brattle Xxxxx") and a wholly owned subsidiary of the Corporation ("Brattle Mergeco") will amalgamate (the "BC Amalgamation") ‎to form an amalgamated entity ("BC Amalco") on the terms and conditions of an amalgamation ‎agreement to be entered into among the Corporation, Brattle Xxxxx and Brattle Mergeco, such that holders of ‎securities of Brattle Xxxxx will receive ‎securities of the Corporation, in each case on substantially the same terms on a one-for-one basis, and thereafter BC Amalco will liquidate and wind up into the Corporation.

Description of the Subscription Receipts. Upon closing of the Private Placement, all proceeds from the sale of the Subscription Receipts (the ‎‎"Escrowed Funds") will be deposited with Counsel in the Corporation's trust account and may be invested in short-term obligations of, or ‎guaranteed by, the Government of Canada, and other approved investments. To comply with applicable Securities Laws, the Corporation will file a Form S-1 ‎Registration StatementStatement with the SEC. Each Subscription Receipt is automatically exchangeable into Common Shares on a one-for-one basis (one for 0.737 post-Consolidation Common Shares) upon the date (the "Effective Date") that is the later of (i) the date of issuance by the Corporation of the Closing Notice, and (ii) the date on which ‎the SEC declares a Form S-1 ‎Registration Statement of the Corporation effective. In compliance with applicable Securities Laws, the Escrowed Funds, and any ‎interest earned thereon, will be released by Counsel to the Corporation upon receipt, by no later than 5:00 ‎p.m. (Toronto time) on June 15, 2021 (the "Deadline"), by Counsel, of a signed notice from an authorized signing officer of ‎the Corporation confirming that they have completed or met all conditions to complete the Acquisition (the ‎‎"Closing Notice") and receipt of a copy of the Final Exchange Bulletin (as such term is defined by the TSXV) in connection with the Acquisition. Immediately upon the date Effective Date‎, each Subscription Receipt will be ‎deemed to have been exchanged by the holder thereof, without payment of additional consideration or further action ‎on the part of the holder, for one (1) Common Share (or 0.737 Common Shares in the event the Consolidation is completed prior to the Effective Date). If the Closing Notice is not provided on or before the Deadline or the Corporation has provided notice to ‎ Counsel that the Acquisition will not be completed by the Deadline (each case being a "Refund Event"), ‎on the date of the Refund Event, the holders of the Subscription Receipts will be entitled to receive an amount ‎equal to the Aggregate Subscription Price paid by such holder, together with such holder's pro rata entitlement to interest earned ‎on such amount, less any applicable withholding tax but with no other deductions. The Escrowed Funds will be ‎applied towards payment of such amount, and the Corporation shall make up any shortfall of the balance owed to ‎the holders of the Subscription Receipts.‎ On the Effective Date (i) Brattle Xxxxx X.X. Ltd. ("Brattle Xxxxx") and a wholly owned subsidiary of the Corporation ("Brattle Mergeco") will amalgamate (the "BC Amalgamation") ‎to form an amalgamated entity ("BC Amalco") on the terms and conditions of an amalgamation ‎agreement to be entered into among the Corporation, Brattle Xxxxx and Brattle Mergeco, such that holders of ‎securities of Brattle Xxxxx will receive ‎securities of the Corporation, in each case on substantially the same terms on a one-for-one basis, and thereafter BC Amalco will liquidate and wind up into the Corporation.