Common use of Material Change or Change in Material Fact During Distribution Clause in Contracts

Material Change or Change in Material Fact During Distribution. (i) After the date of this Agreement, the Company shall promptly advise the Representatives in writing of: (A) any material change (whether actual, or, to the knowledge of the Company, anticipated, contemplated, proposed or threatened) in the earnings, business, properties, operations, operating results, assets, liabilities or prospects, whether or not arising from transactions in the ordinary course of business, of the Company and the subsidiaries taken as a whole; (B) any material fact that has arisen or has been discovered and would have been required to have been stated in the Offering Documents or any Offering Document Amendment had the fact arisen or been discovered on, or prior to, the date of such document; and (C) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained in the Offering Documents or any occurrence of a material fact after the date of this Agreement, which change or fact is, or would reasonably be expected to be, of such a nature as to render any statement in the Offering Documents misleading or untrue or which would result in a misrepresentation in the Offering Documents or which would result in the Offering Documents not complying in all material respects (to the extent that such compliance is required) with Canadian Securities Laws or United States Securities Laws, in each case, as at any time up to and including the later of the First Closing Date (or, with respect to the Optional Shares, each Option Closing Date) and the date of completion of the offer and sale of the Offered Shares under the Final Offering Documents. (ii) The Company shall promptly, and in any event within any applicable time limitation, comply to the satisfaction of the Underwriters, acting reasonably, with all applicable filings and other requirements under the Canadian Securities Laws and the United States Securities Laws as a result of any change or fact contemplated under this Section 4(h), provided that the Company shall not file any Offering Document Amendment or other document, or distribute any Offering Document Amendment or other document, without first consulting with the Underwriters. The Company shall in good faith discuss with the Underwriters any fact or change in circumstances which is of such a nature that there is reasonable doubt whether written notice need be given under this Section 4(h). (iii) The Company covenants and agrees with the Underwriters that it will: (A) promptly provide to the Underwriters, during the period commencing on the date hereof and until completion of the offer and sale of the Offered Shares, copies of any filings made by the Company of information relating to the offering of the Offered Shares with any stock exchange or any securities regulatory body in Canada or the United States or any other jurisdiction; and (B) promptly provide to the Underwriters, during the period commencing on the date hereof and until completion of the offer and sale of the Offered Shares, drafts of any press releases (other than press releases which do not contain material facts and relate to promotion of Company products or business, sponsorship of events or similar press releases issued with a view to market the products or business of the Company as opposed to disclosing material facts or other material information, for which the Underwriters’ review and consent is not required) of the Company relating to the Company or the offering contemplated by this Agreement for review by the Underwriters and the Underwriters’ counsel prior to issuance, provided that the Company may issue such press releases immediately without prior Underwriters’ counsel review to the extent immediate release is required to comply with applicable Canadian Securities Laws or United States Securities Laws or other legislation or the rules and regulations of the TSX or the NASDAQ and further provided that the consent of the Underwriters shall not be required for the issuance of any such press releases, and provided further that any review and consent by the Underwriters shall not be unreasonably delayed or withheld.

Material Change or Change in Material Fact During Distribution. (ia) After During the period from October •, 2021 to the later of the Closing Date and the date of this Agreementcompletion of distribution of the Shares under the Offering Documents and any Offering Document Amendment, the Company shall promptly advise notify the Representatives Underwriters in writing of: : (Ai) any filing made by the Company of information relating to the Offering with any securities exchange or Governmental Authority in Canada or the United States or any other jurisdiction; (ii) any material change (whether actual, or, to the knowledge of the Company, anticipated, contemplated, proposed by or threatened, financial or otherwise) or development that would be likely to result in a material change in the earningsresults of operations, financial condition, business, properties, operations, operating resultsaffairs, assets, properties, capital, liabilities (contingent or prospectsotherwise), cash flows, income or business operations of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, of the Company and the subsidiaries taken as a whole; ; (Biii) any material fact that which has arisen or has been discovered and would have been required to have been stated in the Canadian Offering Documents or any Offering Document Amendment had the fact arisen or been discovered on, on or prior to, to the date of such document; and and (Civ) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained in the Canadian Offering Documents which fact or any occurrence of a material fact after the date of this Agreement, which change or fact is, or would reasonably be expected to may be, of such a nature as to render any statement in the Canadian Offering Documents misleading or untrue in any material respect or which would result in a misrepresentation in the Canadian Offering Documents or which would result in the Canadian Offering Documents not complying in all material respects (to the extent that such compliance is required) with Canadian Securities Laws or United States Securities Laws, in each case, as at any time up to and including the later of the First Closing Date (or, with respect to the Optional Shares, each Option Closing Date) and the date of completion of the offer and sale distribution of the Offered Shares under the Final Offering DocumentsShares. (iib) The Company shall promptly, and in any event within any applicable time limitation, comply comply, to the satisfaction of the Underwriters, acting reasonably, with all applicable filings and other requirements under the Canadian Securities Laws and the United States Securities Laws as a result of any a fact or change or fact contemplated under this referred to in Section 4(h13(a) subject to sections 6(b)(ii) and 6(b)(iii), provided that the Company shall not file any Offering Document Amendment or other document, or distribute any Offering Document Amendment or other document, without first consulting with the Underwriters. The Company shall in good faith discuss with the Underwriters Joint Active Bookrunners any fact or change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is reasonable doubt whether written notice need be given under this Section 4(h)13. (iiic) The Company covenants and agrees with the Underwriters that it will: (A) will or, if applicable, will cause any of its subsidiaries to, promptly provide to the Underwriters, during the period commencing on the date hereof and until completion of the offer and sale distribution of the Offered Shares, copies of any filings made by the Company of information relating to the offering of the Offered Shares with any stock exchange or any securities regulatory body in Canada or the United States or any other jurisdiction; and (B) promptly provide to the Underwriters, during the period commencing on the date hereof and until completion of the offer and sale of the Offered Shares, drafts of any press releases (and other than press releases which do not contain material facts and relate to promotion of Company products or business, sponsorship of events or similar press releases issued with a view to market the products or business public announcements of the Company as opposed to disclosing material facts or other material information, for which the Underwriters’ review and consent is not required) of the Company its subsidiaries relating to the Company Company, its subsidiaries, the Shares, the Participating Shares or the offering contemplated by this Agreement Offering for review by the Underwriters and the Underwriters’ their respective counsel prior to issuance, provided that the Company may issue such press releases immediately without prior Underwriters’ counsel review to the extent immediate release is required to comply with applicable Canadian Securities Laws or United States Securities Laws or other legislation or the rules and regulations of the TSX or the NASDAQ and further provided that the consent of the Underwriters shall not be required for the issuance of any such press releases, and provided further that any review and consent by the Underwriters shall not will be unreasonably delayed or withheldcompleted in a timely manner.

Material Change or Change in Material Fact During Distribution. (i) After During the period from the date of this AgreementAgreement to the later of the Option Closing Date and the date of completion of distribution of the Securities under the Final Prospectus, the Company Corporation shall promptly advise notify the Representatives Underwriters in writing of: : (Ai) any material change (whether actual, or, to the knowledge of the Company, anticipated, contemplated, proposed contemplated or threatened, financial or otherwise) in the earnings, business, propertiesaffairs, operations, operating results, assets, liabilities (contingent or prospects, whether otherwise) or not arising from transactions in the ordinary course of business, capital of the Company Corporation and the subsidiaries its Subsidiary taken as a whole; ; (Bii) any material fact that which has arisen or has been discovered and would have been required to have been stated in the Offering Documents or any Offering Document Amendment had the fact arisen or been discovered on, or prior to, the date of such document; and and (Ciii) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained in the Offering Documents which fact or any occurrence of a material fact after the date of this Agreement, which change or fact is, or would reasonably be expected to may be, of such a nature as to render any statement in the Offering Documents misleading or untrue or which would result in a misrepresentation in the Offering Documents or which would result in the Offering Documents not complying in all material respects (to the extent that such compliance is required) with Canadian Securities Laws or United States Securities Laws, in each case, as at any time up to and including the later of the First Option Closing Date (or, with respect to the Optional Shares, each Option Closing Date) and the date of completion of the offer and sale distribution of the Offered Shares under the Final Offering Documents. (ii) Securities. The Company Corporation shall promptly, and in any event within any applicable time limitation, comply comply, to the satisfaction of the Underwriters, acting reasonably, with all applicable filings and other requirements under the Canadian Securities Laws and the United States Securities Laws as a result of any change such fact or fact contemplated under this Section 4(h), change; provided that the Company Corporation shall not file any Offering Document Prospectus Amendment or other document, or distribute any Offering Document Amendment or other document, document without first consulting obtaining from the Underwriters the approval of the Underwriters, after consultation with the UnderwritersUnderwriters with respect to the form and content thereof, which approval will not be unreasonably withheld. The Company Corporation shall in good faith discuss with the Underwriters any fact or change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is reasonable doubt whether written notice need be given under this Section 4(h)paragraph. (iii) The Company covenants and agrees with the Underwriters that it will: (A) promptly provide to the Underwriters, during the period commencing on the date hereof and until completion of the offer and sale of the Offered Shares, copies of any filings made by the Company of information relating to the offering of the Offered Shares with any stock exchange or any securities regulatory body in Canada or the United States or any other jurisdiction; and (B) promptly provide to the Underwriters, during the period commencing on the date hereof and until completion of the offer and sale of the Offered Shares, drafts of any press releases (other than press releases which do not contain material facts and relate to promotion of Company products or business, sponsorship of events or similar press releases issued with a view to market the products or business of the Company as opposed to disclosing material facts or other material information, for which the Underwriters’ review and consent is not required) of the Company relating to the Company or the offering contemplated by this Agreement for review by the Underwriters and the Underwriters’ counsel prior to issuance, provided that the Company may issue such press releases immediately without prior Underwriters’ counsel review to the extent immediate release is required to comply with applicable Canadian Securities Laws or United States Securities Laws or other legislation or the rules and regulations of the TSX or the NASDAQ and further provided that the consent of the Underwriters shall not be required for the issuance of any such press releases, and provided further that any review and consent by the Underwriters shall not be unreasonably delayed or withheld.

Material Change or Change in Material Fact During Distribution. (ia) After During the period from the date of this AgreementAgreement to the later of the Closing Date and the date of completion of distribution of the Offered Shares under the Final Prospectus, the Company shall promptly advise notify the Representatives Agents in writing of: : (Ai) any of the representations or warranties made by the Company in this Agreement no longer being true and correct in all material respects at any particular time (but following 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 the Company shall notify the Agents if the representations or warranties are no longer true and correct as of that date), and except in respect of any representations and warranties that are subject to a materiality qualification, in which case they will be true and correct in all respects; (ii) any filing made by the Company of information relating to the offering of the Offered Shares with any securities exchange or Governmental Authority in Canada or the United States or any other jurisdiction; (iii) any material change (whether actual, or, to the knowledge of the Company, anticipated, contemplated, proposed contemplated or threatened, financial or otherwise) in the earnings, business, propertiesaffairs, operations, operating results, assets, liabilities (contingent or prospectsotherwise), whether capital or not arising from transactions in the ordinary course of business, prospects of the Company and the subsidiaries taken as a whole; Company; (Biv) any material fact that fact, within the meaning of Applicable Canadian Securities Laws, which has arisen or has been discovered and would have been required to have been stated in the Offering Documents or any Offering Document Amendment Final Prospectus had the fact arisen or been discovered on, or prior to, the date of such document; and and (Cv) any change in any material fact within the meaning of Applicable Canadian Securities Laws (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained in the Offering Documents Final Prospectus, or any occurrence of a material Prospectus Amendment which fact after the date of this Agreement, which or change or fact is, or would reasonably be expected to may be, of such a nature as to render any statement in the Offering Documents Final Prospectus or any Prospectus Amendment misleading or untrue in any material respect or which would result in a misrepresentation (within the meaning of Applicable Canadian Securities Laws) in the Offering Documents Final Prospectus or any Prospectus Amendment containing any untrue statement of a material fact or omitting any statement that is necessary to make a statement contained in such disclosure not misleading in the light of the circumstances under which it was made or which would result in the Offering Documents Final Prospectus or any Prospectus Amendment not complying in all material respects (to the extent that such compliance is required) with Applicable Canadian Securities Laws or United States Securities Laws, in each case, as at any time up to and including the later of the First Closing Date (or, with respect to the Optional Shares, each Option Closing Date) and the date of completion of the offer and sale distribution of the Offered Shares under the Final Offering DocumentsShares. (iib) The Company shall promptly, and in any event within any applicable time limitation, comply comply, to the satisfaction of the UnderwritersAgents, acting reasonably, with all applicable filings and other requirements under the Applicable Canadian Securities Laws and the United States Securities Laws as a result of any a fact or change or fact contemplated under this referred to in Section 4(h14(a), provided that the Company shall not file any Offering Document Prospectus Amendment or other document, or distribute any Offering Document Amendment or other document, document without first consulting obtaining from the Agents the approval of the Agents, after consultation with the UnderwritersAgents with respect to the form and content thereof, which approval will not be unreasonably withheld. The Company shall in good faith discuss with the Underwriters Lead Agent any fact or change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is reasonable doubt whether written notice need be given under this Section 4(h)14. (iii) The Company covenants and agrees with the Underwriters that it will: (A) promptly provide to the Underwriters, during the period commencing on the date hereof and until completion of the offer and sale of the Offered Shares, copies of any filings made by the Company of information relating to the offering of the Offered Shares with any stock exchange or any securities regulatory body in Canada or the United States or any other jurisdiction; and (B) promptly provide to the Underwriters, during the period commencing on the date hereof and until completion of the offer and sale of the Offered Shares, drafts of any press releases (other than press releases which do not contain material facts and relate to promotion of Company products or business, sponsorship of events or similar press releases issued with a view to market the products or business of the Company as opposed to disclosing material facts or other material information, for which the Underwriters’ review and consent is not required) of the Company relating to the Company or the offering contemplated by this Agreement for review by the Underwriters and the Underwriters’ counsel prior to issuance, provided that the Company may issue such press releases immediately without prior Underwriters’ counsel review to the extent immediate release is required to comply with applicable Canadian Securities Laws or United States Securities Laws or other legislation or the rules and regulations of the TSX or the NASDAQ and further provided that the consent of the Underwriters shall not be required for the issuance of any such press releases, and provided further that any review and consent by the Underwriters shall not be unreasonably delayed or withheld.

Material Change or Change in Material Fact During Distribution. (ia) After During the period from the date of this AgreementAgreement to the later of the Closing Date and the date of completion of distribution of the Offered Shares under the Final Prospectus and the Final Reg D Private Placement Memorandum, the Company shall promptly advise notify the Representatives Agent in writing of: : (Ai) any of the representations or warranties made by the Company in this Agreement no longer being true and correct in all material respects at any particular time (but following 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 the Company shall notify the Agent if the representations or warranties are no longer true and correct as of that date), and except in respect of any representations and warranties that are subject to a materiality qualification, in which case they will be true and correct in all respects; (ii) any filing made by the Company of information relating to the offering of the Offered Shares with any securities exchange or Governmental Authority in Canada or the United States or any other jurisdiction; (iii) any material change (whether actual, or, to the knowledge of the Company, anticipated, contemplated, proposed contemplated or threatened, financial or otherwise) in the earnings, business, propertiesaffairs, operations, operating results, assets, liabilities (contingent or prospectsotherwise), whether capital or not arising from transactions in the ordinary course of business, prospects of the Company and the subsidiaries taken as a whole; Company; (Biv) any material fact that fact, within the meaning of Applicable Canadian Securities Laws, which has arisen or has been discovered and would have been required to have been stated in the Offering Documents or any Offering Document Amendment Final Prospectus had the fact arisen or been discovered on, or prior to, the date of such document; and and (Cv) any change in any material fact within the meaning of Applicable Canadian Securities Laws (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained in the Offering Documents Final Prospectus or any occurrence of a material Prospectus Amendment which fact after the date of this Agreement, which or change or fact is, or would reasonably be expected to may be, of such a nature as to render any statement in the Offering Documents Final Prospectus, the Final Reg D Private Placement Memorandum or any Prospectus Amendment misleading or untrue in any material respect or which would result in a misrepresentation (within the meaning of Applicable Canadian Securities Laws) in the Offering Documents Final Prospectus or any Prospectus Amendment, or which would result in the Offering Documents Final Reg D Private Placement Memorandum containing any untrue statement of a material fact or omitting any statement that is necessary to make a statement contained in such disclosure not misleading in the light of the circumstances under which it was made or which would result in the Final Prospectus or any Prospectus Amendment not complying in all material respects (to the extent that such compliance is required) with Applicable Canadian Securities Laws or United States Securities Laws, in each case, as at any time up to and including the later of the First Closing Date (or, with respect to the Optional Shares, each Option Closing Date) and the date of completion of the offer and sale of the Offered Shares under the Final Offering Documents. (ii) The Company shall promptly, and in any event within any applicable time limitation, comply to the satisfaction of the Underwriters, acting reasonably, with all applicable filings and other requirements under the Canadian Securities Laws and the United States Securities Laws as a result of any change or fact contemplated under this Section 4(h), provided that the Company shall not file any Offering Document Amendment or other document, or distribute any Offering Document Amendment or other document, without first consulting with the Underwriters. The Company shall in good faith discuss with the Underwriters any fact or change in circumstances which is of such a nature that there is reasonable doubt whether written notice need be given under this Section 4(h). (iii) The Company covenants and agrees with the Underwriters that it will: (A) promptly provide to the Underwriters, during the period commencing on the date hereof and until completion of the offer and sale distribution of the Offered Shares, copies of any filings made by the Company of information relating to the offering of the Offered Shares with any stock exchange or any securities regulatory body in Canada or the United States or any other jurisdiction; and (B) promptly provide to the Underwriters, during the period commencing on the date hereof and until completion of the offer and sale of the Offered Shares, drafts of any press releases (other than press releases which do not contain material facts and relate to promotion of Company products or business, sponsorship of events or similar press releases issued with a view to market the products or business of the Company as opposed to disclosing material facts or other material information, for which the Underwriters’ review and consent is not required) of the Company relating to the Company or the offering contemplated by this Agreement for review by the Underwriters and the Underwriters’ counsel prior to issuance, provided that the Company may issue such press releases immediately without prior Underwriters’ counsel review to the extent immediate release is required to comply with applicable Canadian Securities Laws or United States Securities Laws or other legislation or the rules and regulations of the TSX or the NASDAQ and further provided that the consent of the Underwriters shall not be required for the issuance of any such press releases, and provided further that any review and consent by the Underwriters shall not be unreasonably delayed or withheld.

Material Change or Change in Material Fact During Distribution. (ia) After During the period from the date of this AgreementAgreement to the later of the Closing Time and the date of completion of distribution of the Offered Shares under the Final Prospectus and the U.S. Placement Memorandum, the Company shall promptly advise notify the Representatives Agents in writing of: : (Ai) any of the representations or warranties made by the Company in this Agreement being no longer true and correct; (ii) any filing made by the Company of information relating to the Offering with any securities exchange or Governmental Authority in Canada or the United States or any other jurisdiction; (iii) any material change (whether actual, or, to the knowledge of the Company, anticipated, contemplated, proposed contemplated or threatened, financial or otherwise) in the earnings, business, propertiesaffairs, operations, operating results, assets, liabilities (contingent or prospects, whether otherwise) or not arising from transactions in the ordinary course of business, capital of the Company and the its subsidiaries taken as a whole; ; (Biv) any material fact that which has arisen or has been discovered and would have been required to have been stated in the Offering Documents Final Prospectus or any Offering Document Amendment the U.S. Placement Memorandum had the fact arisen or been discovered on, or prior to, the date of such document; and and (Cv) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained in the Final Offering Documents Documents, the U.S. Placement Memorandum or any occurrence of a material Offering Document Amendment which fact after the date of this Agreement, which or change or fact is, or would reasonably be expected to may be, of such a nature as to render any statement in the Final Offering Documents Documents, the U.S. Placement Memorandum or any Offering Document Amendment misleading or untrue in any material respect or which would result in a misrepresentation in the Final Offering Documents or any Offering Document Amendment or which would result in the Final Offering Documents or any Offering Document Amendment not complying in all material respects (to the extent that such compliance is required) with Canadian Securities Laws or United States Securities Lawswhich result in the U.S. Placement Memorandum containing an untrue statement of a material fact or omitting to state a material fact necessary in order to make the statements made therein, in the light of the circumstances in which they were made, not misleading, in each case, as at any time up to and including the later of the First Closing Date (or, with respect to the Optional Shares, each Option Closing Date) Time and the date of completion of the offer and sale distribution of the Offered Shares under the Final Offering DocumentsShares. (iib) The Company shall promptly, and in any event within any applicable time limitation, comply comply, to the satisfaction of the UnderwritersAgents, acting reasonably, with all applicable filings and other requirements under the Canadian Securities Laws and the United States Securities Laws as a result of any a fact or change or fact contemplated under this referred to in Section 4(h12(a), provided that the Company shall not file any Offering Document Prospectus Amendment or other document, or distribute any Offering Document Amendment or other document, document without first consulting obtaining from the Agents the approval of the Agents, after consultation with the UnderwritersAgents with respect to the form and content thereof, which approval will not be unreasonably withheld or delayed. The Company shall in good faith discuss with the Underwriters Lead Agent any fact or change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is reasonable doubt whether written notice need be given under this Section 4(h)12. (iii) The Company covenants and agrees with the Underwriters that it will: (A) promptly provide to the Underwriters, during the period commencing on the date hereof and until completion of the offer and sale of the Offered Shares, copies of any filings made by the Company of information relating to the offering of the Offered Shares with any stock exchange or any securities regulatory body in Canada or the United States or any other jurisdiction; and (B) promptly provide to the Underwriters, during the period commencing on the date hereof and until completion of the offer and sale of the Offered Shares, drafts of any press releases (other than press releases which do not contain material facts and relate to promotion of Company products or business, sponsorship of events or similar press releases issued with a view to market the products or business of the Company as opposed to disclosing material facts or other material information, for which the Underwriters’ review and consent is not required) of the Company relating to the Company or the offering contemplated by this Agreement for review by the Underwriters and the Underwriters’ counsel prior to issuance, provided that the Company may issue such press releases immediately without prior Underwriters’ counsel review to the extent immediate release is required to comply with applicable Canadian Securities Laws or United States Securities Laws or other legislation or the rules and regulations of the TSX or the NASDAQ and further provided that the consent of the Underwriters shall not be required for the issuance of any such press releases, and provided further that any review and consent by the Underwriters shall not be unreasonably delayed or withheld.

Material Change or Change in Material Fact During Distribution. (ia) After During the period from the date hereof to the later of the Closing Date and the date of this Agreementcompletion of distribution of the Shares under the Offering Documents and any Offering Document Amendment, the Company shall promptly advise notify the Representatives Underwriters in writing of: : (Ai) any filing made by the Company of information relating to the Offering with any securities exchange or governmental authority in Canada or the United States or any other jurisdiction; (ii) any material change (whether actual, or, to the knowledge of the Company, anticipated, contemplated, proposed by or threatened, financial or otherwise) or development that would be likely to result in a material change in the earningsresults of operations, financial condition, business, properties, operations, operating resultsaffairs, assets, properties, capital, liabilities (contingent or prospectsotherwise), cash flows, income or business operations of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, of the Company and the subsidiaries taken as a whole; ; (Biii) any material fact that which has arisen or has been discovered and would have been required to have been stated in the any Offering Documents or any Offering Document Amendment had the fact arisen or been discovered on, on or prior to, to the date of such document; and and (Civ) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained in the any Offering Documents which fact or any occurrence of a material fact after the date of this Agreement, which change or fact is, or would reasonably be expected to may be, of such a nature as to render any statement in the such Offering Documents misleading or untrue in any material respect or which would result in a misrepresentation in the such Offering Documents or which would result in the such Offering Documents not complying in all material respects (to the extent that such compliance is required) with Canadian Securities Laws or United States Securities Laws, in each case, as at any time up to and including the later of the First Closing Date (or, with respect to the Optional Shares, each Option Closing Date) and the date of completion of the offer and sale distribution of the Offered Shares under the Final Offering DocumentsShares. (iib) The Company shall promptly, and in any event within any applicable time limitation, comply comply, to the satisfaction of the Underwriters, acting reasonably, with all applicable filings and other requirements under the Canadian Securities Laws and the United States Applicable Securities Laws as a result of any a fact or change or fact contemplated under this referred to in Section 4(h10(a) subject to Sections 5(b)(ii) and 5(b)(iii), provided that the Company shall not file any Offering Document Amendment or other document, or distribute any Offering Document Amendment or other document, without first consulting with the Underwriters. The Company shall in good faith discuss with the Underwriters Joint Active Bookrunners any fact or change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is reasonable doubt whether written notice need be given under this Section 4(h)10. (iii) The Company covenants and agrees with the Underwriters that it will: (A) promptly provide to the Underwriters, during the period commencing on the date hereof and until completion of the offer and sale of the Offered Shares, copies of any filings made by the Company of information relating to the offering of the Offered Shares with any stock exchange or any securities regulatory body in Canada or the United States or any other jurisdiction; and (B) promptly provide to the Underwriters, during the period commencing on the date hereof and until completion of the offer and sale of the Offered Shares, drafts of any press releases (other than press releases which do not contain material facts and relate to promotion of Company products or business, sponsorship of events or similar press releases issued with a view to market the products or business of the Company as opposed to disclosing material facts or other material information, for which the Underwriters’ review and consent is not required) of the Company relating to the Company or the offering contemplated by this Agreement for review by the Underwriters and the Underwriters’ counsel prior to issuance, provided that the Company may issue such press releases immediately without prior Underwriters’ counsel review to the extent immediate release is required to comply with applicable Canadian Securities Laws or United States Securities Laws or other legislation or the rules and regulations of the TSX or the NASDAQ and further provided that the consent of the Underwriters shall not be required for the issuance of any such press releases, and provided further that any review and consent by the Underwriters shall not be unreasonably delayed or withheld.

Material Change or Change in Material Fact During Distribution. (ia) After During the period from the date of this AgreementAgreement to the later of the Over- Allotment Closing Date and the date of completion of distribution of the Offered Shares under the Final Prospectus, the Company Corporation shall promptly advise notify the Representatives Underwriters in writing of: : (Ai) any material change (whether actual, or, to the knowledge of the Company, anticipated, contemplated, proposed contemplated or threatened, financial or otherwise) in the earnings, business, propertiesaffairs, operations, operating results, assets, liabilities (contingent or prospects, whether otherwise) or not arising from transactions in the ordinary course of business, capital of the Company and Corporation or the subsidiaries taken as a whole; Subsidiaries; (Bii) any material fact that which has arisen or has been discovered and would have been required to have been stated in the Offering Documents Final Prospectus or any Offering Document Amendment the final U.S. Placement Memorandum had the fact arisen or been discovered on, or prior to, the date of such document; and and (Ciii) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained in the Offering Documents Final Prospectus or the final U.S. Placement Memorandum or any occurrence of a material Prospectus Amendment which fact after the date of this Agreement, which or change or fact is, or would reasonably be expected to may be, of such a nature as to render any statement in the Offering Documents Final Prospectus or the final U.S. Placement Memorandum or any Prospectus Amendment misleading or untrue or which would result in a misrepresentation in the Offering Documents Final Prospectus or the final U.S. Placement Memorandum or any Prospectus Amendment or which would result in the Offering Documents Final Prospectus or the final U.S. Placement Memorandum or any Prospectus Amendment not complying in all material respects (to the extent that such compliance is required) with Canadian Securities Laws or United States Securities Laws, in each case, as at any time up to and including the later of the First Over-Allotment Closing Date (or, with respect to the Optional Shares, each Option Closing Date) and the date of completion of the offer and sale distribution of the Offered Shares under the Final Offering DocumentsShares. (iib) The Company Corporation shall promptly, and in any event within any applicable time limitation, comply comply, to the satisfaction of the Underwriters, acting reasonably, with all applicable filings and other requirements under the Canadian Securities Laws and the United States Securities Laws as a result of any change such fact or fact contemplated under this Section 4(h), change; provided that the Company Corporation shall not file any Offering Document Prospectus Amendment or other document, or distribute any Offering Document Amendment or other document, document without first consulting obtaining from the Underwriters the approval of the Underwriters, after consultation with the UnderwritersUnderwriters with respect to the form and content thereof, which approval will not be unreasonably withheld. The Company Corporation shall in good faith discuss with the Underwriters any fact or change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is reasonable doubt whether written notice need be given under this Section 4(h)section. (iii) The Company covenants and agrees with the Underwriters that it will: (A) promptly provide to the Underwriters, during the period commencing on the date hereof and until completion of the offer and sale of the Offered Shares, copies of any filings made by the Company of information relating to the offering of the Offered Shares with any stock exchange or any securities regulatory body in Canada or the United States or any other jurisdiction; and (B) promptly provide to the Underwriters, during the period commencing on the date hereof and until completion of the offer and sale of the Offered Shares, drafts of any press releases (other than press releases which do not contain material facts and relate to promotion of Company products or business, sponsorship of events or similar press releases issued with a view to market the products or business of the Company as opposed to disclosing material facts or other material information, for which the Underwriters’ review and consent is not required) of the Company relating to the Company or the offering contemplated by this Agreement for review by the Underwriters and the Underwriters’ counsel prior to issuance, provided that the Company may issue such press releases immediately without prior Underwriters’ counsel review to the extent immediate release is required to comply with applicable Canadian Securities Laws or United States Securities Laws or other legislation or the rules and regulations of the TSX or the NASDAQ and further provided that the consent of the Underwriters shall not be required for the issuance of any such press releases, and provided further that any review and consent by the Underwriters shall not be unreasonably delayed or withheld.

Material Change or Change in Material Fact During Distribution. (ia) After During the period from the date of this AgreementAgreement to the later of the Option Closing Date and the date of completion of distribution of the Shares under the Supplemented PREP Prospectus, the Company Corporation shall promptly advise notify the Representatives Underwriters in writing of: : (Ai) any filing made by the Corporation of information relating to the offering of the Shares with any securities exchange or Governmental Authority in Canada or the United States or any other jurisdiction; (ii) any material change (whether actual, or, to the knowledge of the Company, anticipated, contemplated, proposed contemplated or threatened, financial or otherwise) in with respect to the earnings, business, properties, operations, operating results, assets, liabilities or prospects, whether or not arising from transactions in the ordinary course of business, of the Company and the subsidiaries taken as a whole; Corporation; (Biii) any material fact that which has arisen or has been discovered and would have been required to have been stated in the Offering Documents or any Offering Document Amendment Supplemented PREP Prospectus had the fact arisen or been discovered on, on or prior to, to the date of such document; and and (Civ) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained in the Offering Documents Supplemented PREP Prospectus or any occurrence of a material Prospectus Amendment which fact after the date of this Agreement, which or change or fact is, or would reasonably be expected to may be, of such a nature as to render any statement in the Offering Documents Supplemented PREP Prospectus or any Prospectus Amendment misleading or untrue in any material respect or which would result in a misrepresentation in the Offering Documents Supplemented PREP Prospectus or any Prospectus Amendment or which would result in the Offering Documents Supplemented PREP Prospectus or any Prospectus Amendment not complying in all material respects (to the extent that such compliance is required) with Canadian Securities Laws or United States Securities Laws, in each case, as at any time up to and including the later of the First Option Closing Date (or, with respect to the Optional Shares, each Option Closing Date) and the date of completion of the offer and sale distribution of the Offered Shares under the Final Offering DocumentsShares. (iib) The Company Corporation shall promptly, and in any event within any applicable time limitation, comply comply, to the satisfaction of the Underwriters, acting reasonably, with all applicable filings and other requirements under the Canadian Securities Laws and the United States Securities Laws as a result of any a fact or change or fact contemplated under this referred to in Section 4(h12(a), provided that the Company Corporation shall not file any Offering Document Prospectus Amendment or other document, or distribute any Offering Document Amendment or other document, document without first consulting obtaining from the Underwriters the approval of the Representative, after consultation with the Underwritersother Underwriter with respect to the form and content thereof, which approval will not be unreasonably withheld. For the avoidance of doubt, no Underwriter shall withhold approval in the event that withholding such approval would cause the Corporation to be in violation of Canadian Securities Laws. The Company Corporation shall in good faith discuss with the Underwriters Representative any fact or change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is reasonable doubt whether written notice need be given under this Section 4(h)12. (iii) The Company covenants and agrees with the Underwriters that it will: (A) promptly provide to the Underwriters, during the period commencing on the date hereof and until completion of the offer and sale of the Offered Shares, copies of any filings made by the Company of information relating to the offering of the Offered Shares with any stock exchange or any securities regulatory body in Canada or the United States or any other jurisdiction; and (B) promptly provide to the Underwriters, during the period commencing on the date hereof and until completion of the offer and sale of the Offered Shares, drafts of any press releases (other than press releases which do not contain material facts and relate to promotion of Company products or business, sponsorship of events or similar press releases issued with a view to market the products or business of the Company as opposed to disclosing material facts or other material information, for which the Underwriters’ review and consent is not required) of the Company relating to the Company or the offering contemplated by this Agreement for review by the Underwriters and the Underwriters’ counsel prior to issuance, provided that the Company may issue such press releases immediately without prior Underwriters’ counsel review to the extent immediate release is required to comply with applicable Canadian Securities Laws or United States Securities Laws or other legislation or the rules and regulations of the TSX or the NASDAQ and further provided that the consent of the Underwriters shall not be required for the issuance of any such press releases, and provided further that any review and consent by the Underwriters shall not be unreasonably delayed or withheld.

Material Change or Change in Material Fact During Distribution. (ia) After During the period from the date of this AgreementAgreement to the later of the Closing Date and the date of completion of distribution of the Offered Securities under the Final Prospectus, the Company Corporation shall promptly advise notify the Representatives Agents in writing of: : (Ai) any of the representations or warranties made by the Corporation in this Agreement being no longer true and correct; (ii) any filing made by the Corporation of information relating to the Offering with any securities exchange or Governmental Authority in Canada or any other jurisdiction; (iii) any material change (whether actual, or, to the knowledge of the Company, anticipated, contemplated, proposed contemplated or threatened, financial or otherwise) in the earnings, business, propertiesaffairs, operations, operating results, assets, liabilities (contingent or prospects, whether otherwise) or not arising from transactions in the ordinary course of business, capital of the Company and the subsidiaries taken as a whole; Corporation; (Biv) any material fact that which has arisen or has been discovered and would have been required to have been stated in the Offering Documents or any Offering Document Amendment Final Prospectus had the fact arisen or been discovered on, or prior to, the date of such document; and and (Cv) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained in the Offering Documents Final Prospectus or any occurrence of a material Prospectus Amendment which fact after the date of this Agreement, which or change or fact is, or would reasonably be expected to may be, of such a nature as to render any statement in the Offering Documents Final Prospectus or any Prospectus Amendment misleading or untrue in any material respect or which would result in a material misrepresentation in the Offering Documents Final Prospectus or any Prospectus Amendment or which would result in the Offering Documents Final Prospectus or any Prospectus Amendment not complying in all material respects (to the extent that such compliance is required) with Canadian Securities Laws or United States Securities Lawsomitting to state a material fact necessary in order to make the statements made therein, in the light of the circumstances in which they were made, not misleading, in each case, as at any time up to and including the later of the First Closing Date (or, with respect to the Optional Shares, each Option Closing Date) and the date of completion of the offer and sale distribution of the Offered Shares under the Final Offering DocumentsSecurities. (iib) The Company Corporation shall promptly, and in any event within any applicable time limitation, comply comply, to the satisfaction of the UnderwritersAgents, acting reasonably, with all applicable filings and other requirements under the Canadian Securities Laws and the United States Securities Laws as a result of any a fact or change or fact contemplated under this referred to in Section 4(h13(a), provided that the Company Corporation shall not file any Offering Document Prospectus Amendment or other document, or distribute any Offering Document Amendment or other document, document without first consulting obtaining from the Agents the approval of the Agents, after consultation with the UnderwritersAgents with respect to the form and content thereof, which approval will not be unreasonably withheld or delayed. The Company Corporation shall in good faith discuss with the Underwriters Lead Agent any fact or change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is reasonable doubt whether written notice need be given under this Section 4(h)13. (iii) The Company covenants and agrees with the Underwriters that it will: (A) promptly provide to the Underwriters, during the period commencing on the date hereof and until completion of the offer and sale of the Offered Shares, copies of any filings made by the Company of information relating to the offering of the Offered Shares with any stock exchange or any securities regulatory body in Canada or the United States or any other jurisdiction; and (B) promptly provide to the Underwriters, during the period commencing on the date hereof and until completion of the offer and sale of the Offered Shares, drafts of any press releases (other than press releases which do not contain material facts and relate to promotion of Company products or business, sponsorship of events or similar press releases issued with a view to market the products or business of the Company as opposed to disclosing material facts or other material information, for which the Underwriters’ review and consent is not required) of the Company relating to the Company or the offering contemplated by this Agreement for review by the Underwriters and the Underwriters’ counsel prior to issuance, provided that the Company may issue such press releases immediately without prior Underwriters’ counsel review to the extent immediate release is required to comply with applicable Canadian Securities Laws or United States Securities Laws or other legislation or the rules and regulations of the TSX or the NASDAQ and further provided that the consent of the Underwriters shall not be required for the issuance of any such press releases, and provided further that any review and consent by the Underwriters shall not be unreasonably delayed or withheld.