Common use of Obligations of the Holders Clause in Contracts

Obligations of the Holders. In connection with any Secondary Registration, the Holders shall: (a) provide, in writing, such information with respect to the Holders, including the number of securities of the Corporation held by the Holders, as may be required by the Corporation to comply with Applicable Securities Laws in each jurisdiction in which the Secondary Registration is to be effected; (b) if required under Applicable Securities Laws, execute any certificate forming part of a preliminary prospectus, final prospectus, registration statement or similar document to be filed with the applicable Canadian Securities Regulatory Authorities or the SEC; (c) as expeditiously as possible following actual knowledge by the Holder thereof, notify the Corporation of the happening of any event during the Distribution Period, as a result of which the Prospectus or the Registration Statement, as in effect, would include a misrepresentation with respect to any information provided by such Holder pursuant to subsection 3.2(a); (d) comply with all Applicable Securities Laws with respect to such Secondary Registration; (e) provide such information to the Corporation regarding the conduct and process of any Demand Registration that the Corporation may reasonably request; and (f) not effect or permit to be effected sales of Designated Registrable Securities pursuant to the Prospectus or deliver or permit to be delivered the Prospectus in respect of such sale after notification by the Corporation of any order or ruling suspending the effectiveness of the Prospectus or after notification by the Corporation under subsection 3.1(r), until the Corporation advises the Holders that such suspension has been lifted or that it has filed an amendment to the Prospectus and has provided copies of such amendment to the Holders. The Holders shall, if so directed by the Corporation, deliver to the Corporation (at the Corporation’s expense) all copies, other than permanent file copies, then in the Holders’ possession of the Prospectus covering the Designated Registrable Securities that was in effect at the time of receipt of such notice.

Obligations of the Holders. In connection with any Secondary Registration, each of the Holders included in the Secondary Registration shall: (a) provide, in writing, such information with respect to the Holders, Holders including the number of securities of the Corporation Issuer held by the Holders, Holders and any such other information regarding the Holders as may be required by the Corporation Issuer to comply with Applicable the applicable Securities Laws in each jurisdiction in which the Secondary Registration is to be effected; (b) if required under Applicable applicable Securities Laws, execute any certificate forming part of a preliminary prospectus, final prospectus, registration statement Prospectus or similar document to be filed with the applicable Canadian Securities Regulatory Authorities Commissions or the SEC; (c) as expeditiously as possible following actual knowledge by the Holder thereof, notify the Corporation Issuer of the happening of any event during the Distribution Period, as a result of which the Prospectus or the Registration StatementProspectus, as in effect, would include a misrepresentation with respect to any information provided by such Holder pursuant to subsection 3.2(a)misrepresentation; (d) comply with all Applicable Securities Laws and all published policies, rules and regulations of any stock exchange or over-the-counter market on which the Common Shares are then listed or quoted applicable to the Holders in connection with respect to such the Secondary Registration; (e) provide such information to the Corporation regarding the conduct and process of any Demand Registration that the Corporation may reasonably request; and (f) not effect or permit to be effected sales of Designated Registrable Securities pursuant to the Prospectus or deliver or permit to be delivered the Prospectus in respect of such sale sales after notification by the Corporation Issuer of any order or ruling suspending the effectiveness of the Prospectus or after notification by the Corporation under subsection 3.1(r)Prospectus, until the Corporation Issuer advises the Holders that such suspension has been lifted or that it has filed an amendment to the Prospectus and has provided copies of such amendment to the Holders. The Holders shall, if so directed by the CorporationIssuer, deliver to the Corporation Issuer (at the CorporationIssuer’s expense) all copies, other than permanent file copies, then in the Holders’ possession of the Prospectus covering the Designated Registrable Securities that was in effect at the time of receipt of such notice; (f) shall not use as the basis for any market transactions in the securities of the Issuer or its Affiliates any information obtained by it, any Secondary Participants or either of their respective counsel pursuant to Section 4.1 unless and until such information is made generally available to the public; and (g) subject to the Issuer complying with Section 3.1(j), enter into an underwriting agreement with the underwriter or underwriters for such distribution and the Issuer, with each such underwriting agreement to contain such representations and warranties by the applicable Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions and indemnification provisions in favor of the Issuer substantially consistent with Section 4.2 and such other documents as are customary in secondary offerings.

Obligations of the Holders. In connection with any Secondary Registration, the Holders shall: (a) provide, in writing, such information with respect to the Holders, Holders including the number of securities of the Corporation held by the Holders, Holders as may be required by the Corporation to comply with Applicable the applicable Securities Laws in each jurisdiction in which the Secondary Registration is to be effected; (b) if required under Applicable applicable Securities Laws, execute any certificate forming part of a preliminary prospectus, final prospectus, registration statement or similar document to be filed with the applicable Canadian Securities Regulatory Authorities Commissions or the SEC; (c) as expeditiously as possible following actual knowledge by the Holder thereof, notify the Corporation of the happening of any event during the Distribution Period, as a result of which the Prospectus or the Registration Statement, as in effect, would include a misrepresentation with respect to any information provided by such Holder pursuant to subsection 3.2(a)misrepresentation; (d) comply with all Applicable applicable published policies, rules and regulations of the applicable Commissions and the SEC and any stock exchange and over-the-counter market on which the Common Shares are then listed or quoted and to otherwise comply with applicable Securities Laws with respect to such Secondary Registration; (e) provide such information to the Corporation regarding the conduct and process of any Demand Registration that the Corporation may reasonably requestLaws; and (fe) not effect or permit to be effected sales of Designated Registrable Securities pursuant to the Prospectus or deliver or permit to be delivered the Prospectus or the Registration Statement in respect of such sale after notification by the Corporation of any order or ruling suspending the effectiveness of the Prospectus or the Registration Statement or after notification by the Corporation under subsection 3.1(r3.1(g), until the Corporation advises the Holders that such suspension has been lifted or that it has filed an amendment to the Prospectus or the Registration Statement and has provided copies of such amendment to the Holders. The Holders shall, if so directed by the Corporation, deliver to the Corporation (at the Corporation’s expense) all copies, other than permanent file copies, then in the Holders’ possession of the Prospectus covering the Designated Registrable Securities that was in effect at the time of receipt of such notice.

Obligations of the Holders. In connection with any Secondary Registrationsales of Registrable Securities pursuant to a Registration Statement, the Holders shalleach Holder agrees as follows: (a) provide, in writing, such information It shall be a condition precedent to the obligations of the Company to take any action pursuant to Section 3 with respect to the HoldersRegistrable Securities of any Holder that such Holder shall furnish to the Company such information regarding itself, including the number of securities of the Corporation Registrable Securities held by it, and the Holders, intended method of disposition of such securities as may shall be reasonably required by to effect the Corporation to comply with Applicable Securities Laws in each jurisdiction in which the Secondary Registration is to be effected;registration of such Holder's Registrable Securities. (b) if required under Applicable Securities LawsEach Holder shall comply with all applicable securities laws in connection with its sales of Registrable Securities, execute including, without limitation, any certificate forming part of a preliminary prospectus, final prospectus, registration statement or similar document to be filed with the applicable Canadian Securities Regulatory Authorities or the SEC;prospectus delivery requirement. (c) as expeditiously as possible following actual knowledge by the Each Holder thereofshall not, notify the Corporation and shall cause all persons to whom such Holder may transfer Registrable Securities not to, sell more than 25% of the happening of any event during the Distribution Period, as a result of which the Prospectus or the Registration Statement, as in effect, would include a misrepresentation with respect to any information provided Registrable Securities acquired by such Holder pursuant to subsection 3.2(a);the Purchase Agreement in any period of 20 consecutive Trading Days. (d) comply with all Applicable Without the prior written consent of the Company, during the period commencing on the date of this Agreement and ending on the earlier to occur of the first anniversary of this Agreement or at such time as the average closing trade price for shares of the Company's Common Stock during five consecutive Trading Days reaches $2.50 or greater, each holder hereby agrees that it will not (i) lend, offer, pledge, sell, hypothecate, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of the Registerable Securities Laws or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Registerable Securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Registerable Securities or other securities, in cash or otherwise. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to such Secondary Registration; (e) provide such information to the Corporation regarding the conduct and process of any Demand Registration that the Corporation may reasonably request; and (f) not effect or permit to be effected sales of Designated Registrable Securities pursuant to of each Holder until the Prospectus or deliver or permit to be delivered the Prospectus in respect end of such sale after notification by the Corporation of any order or ruling suspending the effectiveness of the Prospectus or after notification by the Corporation under subsection 3.1(r), until the Corporation advises the Holders that such suspension has been lifted or that it has filed an amendment to the Prospectus and has provided copies of such amendment to the Holders. The Holders shall, if so directed by the Corporation, deliver to the Corporation (at the Corporation’s expense) all copies, other than permanent file copies, then in the Holders’ possession of the Prospectus covering the Designated Registrable Securities that was in effect at the time of receipt of such noticeperiod.

Obligations of the Holders. In The Holders of Registrable Securities offered in connection with any a Secondary Registration, the Holders Registration shall: (a) provide, in writing, such information with respect to the such Holders, including the number of securities of the Corporation held by the Holders, as may be required by the Corporation to comply with Applicable Securities Laws in each jurisdiction in which the Secondary Registration is to be effectedeffected and promptly inform the Corporation of any changes to such information during the applicable Distribution Period; (b) if required under Applicable Securities Laws, execute any certificate forming part of a preliminary prospectus, final prospectus, registration statement or similar document an Offering Document to be filed with the applicable Canadian Securities Regulatory Authorities Commissions or the SEC; (c) as expeditiously as possible following actual knowledge by the Holder thereof, notify the Corporation of the happening of any event during the Distribution Period, as a result of which the Prospectus or the Registration Statement, as in effect, would include a misrepresentation with respect to any information provided in writing by such Holder pursuant to subsection 3.2(a)for inclusion in such Prospectus or Registration Statement; (d) comply with all Applicable Securities Laws with respect and the rules of any stock exchange or over-the-counter market on which the Common Shares are then listed or quoted (as determined in the reasonable opinion of counsel to such Secondary Registration; Holders, who shall be Xxxxx Lovells LLP (eas to U.S. law) provide such information and Osler, Xxxxxx & Harcourt LLP (as to Canadian law) or other counsel reasonably acceptable to the Corporation regarding the conduct and process of any Demand Registration that the Corporation may reasonably requestCorporation); and (fe) not effect or permit to be effected sales of Designated Registrable Securities pursuant to the Prospectus Prospectus, or deliver or permit to be delivered the Prospectus an Offering Document in respect of such sale after notification by the Corporation of any order or ruling suspending the effectiveness of the such Prospectus or after notification by the Corporation under subsection 3.1(rSection 3.1(g), until the Corporation advises the Holders that such suspension has been lifted or that it has filed an amendment or supplement to the Prospectus and has provided copies of such amendment or supplement to the Holders. The Holders shall, if so directed by the Corporation, deliver to the Corporation (at the Corporation’s expense) all copies, other than permanent file copies, then in the Holders’ possession of the Prospectus covering the Designated Registrable Securities that was in effect at the time of receipt of such notice.

Obligations of the Holders. (a) In connection with any Secondary Registration, the Holders shall: (ai) provide, in writing, such information with respect to the Holders, including the number of securities of the Corporation held by the Holders, as may be required by the Corporation to comply with Applicable Securities Laws in each jurisdiction in which the Secondary Registration is to be effected; (bii) if required under Applicable Securities Laws, execute any certificate forming part of a preliminary prospectus, final prospectus, registration statement or similar document to be filed with the applicable Canadian Securities Regulatory Authorities or the SECSEC (the form and content of which to be approved by the Holders, such approval not to be unreasonably withheld or delayed); (ciii) as expeditiously as possible following actual knowledge by the Holder thereof, promptly notify the Corporation of the happening of any event during the Distribution Period, as a result of which the Prospectus or the Registration Statement, as in effect, would include a any misrepresentation with respect to any information provided by such Holder pursuant to subsection 3.2(aSection 3.2(a)(i); (div) comply with all Applicable Securities Laws with respect to such Secondary Registration; (ev) provide such information to the Corporation regarding the conduct and process of any Demand Registration that the Corporation may reasonably request; and (fvi) not effect or permit to be effected sales of Designated Registrable Securities pursuant to the Prospectus or deliver or permit to be delivered the Prospectus in respect of such sale after notification by the Corporation of any order or ruling suspending the effectiveness of the Prospectus or after notification by the Corporation under subsection 3.1(rSection 3.1(a)(xx), until the Corporation advises the Holders that such suspension has been lifted or that it has filed an amendment to the Prospectus and has provided copies of such amendment to the Holders. The Holders shall, if so directed by the Corporation, deliver to the Corporation (at the Corporation’s 's expense) all copies, other than permanent file copies, then in the Holders’ ' possession of the Prospectus covering the Designated Registrable Securities that was in effect at the time of receipt of such notice.

Obligations of the Holders. In connection with any Secondary Registration, the Holders shall: (a) provide, in writing, such information It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Article VII with respect to the HoldersRegistrable Securities of any selling Holder that such Holder shall furnish to the Company such information regarding itself, including the number of securities of the Corporation Registrable Securities held by it, and the Holders, intended method of disposition of such securities as may shall be reasonably required by to effect the Corporation to comply with Applicable Securities Laws in each jurisdiction in which the Secondary Registration is to be effected;registration of such Holder’s Registrable Securities. (b) if required The Holders selling Registrable Securities under Applicable Securities Laws, execute any certificate forming part of a preliminary prospectus, final prospectus, registration statement shall, and shall cause the underwriters to, (i) offer to sell or similar document to be otherwise distribute the Registrable Securities in reliance upon a registration contemplated by this Agreement only after a registration statement shall have been filed with the applicable Canadian SEC, (ii) sell or otherwise distribute the Registrable Securities Regulatory Authorities or in reliance upon such registration only if a registration statement has been filed and declared effective under the SEC; Securities Act, (ciii) as expeditiously as possible following actual knowledge by upon the Holder thereof, notify receipt of any notice from the Corporation Company of the happening occurrence of any event during of the Distribution Periodkind described in Section 7.1(e)(vi)(B), as a result of which the Prospectus or the Registration Statement, as in effect, would include a misrepresentation (C) (but only with respect to the jurisdiction suspending qualification), (D) or (E), forthwith discontinue any information provided by such Holder pursuant to subsection 3.2(a); (d) comply with all Applicable Securities Laws with respect to such Secondary Registration; (e) provide such information to offer and disposition of the Corporation regarding the conduct and process of any Demand Registration that the Corporation may reasonably request; and (f) not effect or permit to be effected sales of Designated Registrable Securities pursuant to the Prospectus or deliver or permit to be delivered registration statement covering such Registrable Securities until such time as the Prospectus in respect of Company shall have remedied such sale after notification by the Corporation of any order or ruling suspending the effectiveness of the Prospectus or after notification by the Corporation under subsection 3.1(r), until the Corporation advises the Holders that such suspension has been lifted or that it has filed an amendment to the Prospectus and has provided copies of such amendment to the Holders. The Holders shallevent and, if so directed by the CorporationCompany, deliver to the Corporation Company all copies (at the Corporation’s expense) all copies, other than permanent file copies, then in the Holders’ possession ) of the Prospectus defective prospectus covering the Designated such Registrable Securities that was are then in effect at such Holders’ and such underwriters’ possession or control, and (iv) distribute the time Registrable Securities only in accordance with the manner of receipt of such noticedistribution contemplated by the prospectus.

Obligations of the Holders. In connection Procedures for Sales of Purchaser Shares -------------------------------------------------------------------- Under the Registration Statement. -------------------------------- 4.1 It shall be a condition precedent to the obligations of Incyte to take any action pursuant to this Exhibit C that the selling Holders shall furnish to Incyte such information regarding themselves, the Registrable Securities held by them, and the intended method of disposition of such securities as shall be required to effect the registration of the Registrable Securities. Incyte agrees to permit all customary methods of disposition (other than underwritten offerings) to be included in the plan of distribution described in the Registration Statement and, to the extent permitted by law and reasonably concurred with by counsel for Incyte, the plan of distribution for any Holder that is a partnership may include distributions to partners of such partnership. 4.2 For any offer or sale of any of the Registrable Securities under the Registration Statement by a Holder in a transaction that is not exempt under the Securities Act, the Holder, in addition to complying with any Secondary Registrationother federal securities laws, shall deliver a copy of the Holders shall: final prospectus (atogether with any amendment of or supplement to such prospectus) provideof Incyte covering the Registrable Securities, in writing, such information with respect the form furnished to the HoldersHolder by Incyte, including to the number purchaser of securities any of the Corporation held Registrable Securities on or before the settlement date for the purchase of such Registrable Securities. 4.3 Upon the receipt by a Holder of any notice from Incyte of (1) the Holders, as may be required by the Corporation to comply with Applicable Securities Laws in each jurisdiction in which the Secondary Registration is to be effected; (b) if required under Applicable Securities Laws, execute existence of any certificate forming part of a preliminary prospectus, final prospectus, registration statement fact or similar document to be filed with the applicable Canadian Securities Regulatory Authorities or the SEC; (c) as expeditiously as possible following actual knowledge by the Holder thereof, notify the Corporation of the happening of any event during the Distribution Period, as a result of which the Prospectus or prospectus included in the Registration Statement, as the Registration Statement is then in effect, would include contains an untrue statement of a misrepresentation with respect material fact or omits to any information provided state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (2) the issuance by such Holder pursuant to subsection 3.2(a); (d) comply with all Applicable Securities Laws with respect to such Secondary Registration; (e) provide such information to the Corporation regarding the conduct and process SEC of any Demand Registration that the Corporation may reasonably request; and (f) not effect or permit to be effected sales of Designated Registrable Securities pursuant to the Prospectus or deliver or permit to be delivered the Prospectus in respect of such sale after notification by the Corporation of any stop order or ruling injunction suspending or enjoining the use or the effectiveness of the Prospectus Registration Statement or after notification the initiation of any proceedings for that purpose, or the taking of any similar action by the Corporation securities regulators of any state or other jurisdiction, or (3) the request by the SEC or any other federal or state governmental agency for amendments or supplements to the Registration Statement or related prospectus or for additional information related thereto, such Holder shall forthwith discontinue disposition of such Holder's Registrable Securities covered by the Registration Statement or related prospectus (other than in transactions exempt from the registration requirements under subsection 3.1(r)the Securities Act) until such Holder's receipt of the supplemented or amended prospectus or until such Holder is advised in writing by Incyte that the use of the applicable prospectus may be resumed. In such a case, until the Corporation advises the Holders that such suspension has been lifted or that it has filed Incyte shall as promptly as practicable (i) prepare an amendment to correct or update the Prospectus prospectus, (ii) use its reasonable efforts to remove the impediments referred to in subclause (2) above, or (iii) comply with the requests referred to in subclause (3) above, and has provided copies the Effectiveness Period shall be extended by the number of days from and including the date of the giving of such amendment notice to and including the Holders. The Holders shall, if so directed by the Corporation, deliver to the Corporation (at the Corporation’s expense) all copies, other than permanent file copies, then in the Holders’ possession date when each Holder shall have received a copy of the Prospectus covering supplemented or amended prospectus or when such Holder is advised in writing by Incyte that the Designated Registrable Securities that was in effect at use of the time of receipt of such noticeapplicable prospectus may be resumed.

Obligations of the Holders. In The Holders of Registrable Securities offered in connection with any a Secondary Registration, the Holders Registration shall: (a) provide, in writing, such information with respect to the such Holders, including the number of securities of the Corporation held by the Holders, as may be required by the Corporation to comply with Applicable Securities Laws in each jurisdiction in which the Secondary Registration is to be effectedeffected and promptly inform the Corporation of any changes to such information during the applicable Distribution Period; (b) if required under Applicable Securities Laws, execute any certificate forming part of a preliminary prospectus, final prospectus, registration statement or similar document an Offering Document to be filed with the applicable Canadian Securities Regulatory Authorities Commissions or the SEC; (c) as expeditiously as possible following actual knowledge by the Holder thereof, notify the Corporation of the happening of any event during the Distribution Period, as a result of which the Prospectus or the Registration Statement, as in effect, would include a misrepresentation with respect to any information provided in writing by such Holder pursuant to subsection 3.2(a)for inclusion in such Prospectus or Registration Statement; (d) comply with all Applicable Securities Laws with respect and the rules of any stock exchange or over-the-counter market on which the Common Shares are then listed or quoted (as determined in the reasonable opinion of counsel to such Secondary Registration; Holders, who shall be Xxxxx Lovells LLP (eas to U.S. law) provide such information and Osler, Xxxxxx & Harcourt LLP (as to Canadian law) or other counsel reasonably acceptable to the Corporation regarding the conduct and process of any Demand Registration that the Corporation may reasonably requestCorporation); and (fe) not effect or permit to be effected sales of Designated Registrable Securities pursuant to the Prospectus Prospectus, or deliver or permit to be delivered the Prospectus an Offering Document in respect of such sale after notification by the Corporation of any order or ruling suspending the effectiveness of the such Prospectus or after notification by the Corporation under subsection 3.1(rSection 3.1(g), until the Corporation advises the Holders that such suspension has been lifted or that it has filed an amendment or supplement to the Prospectus and has provided copies of such amendment or supplement to the Holders. The Holders shall, if so directed by the Corporation, deliver to the Corporation (at the Corporation’s 's expense) all copies, other than permanent file copies, then in the Holders’ ' possession of the Prospectus covering the Designated Registrable Securities that was in effect at the time of receipt of such notice.

Obligations of the Holders. (a) In connection with any Secondary Registration, the Holders shall: (ai) provide, in writing, such information with respect to the Holders, including the number of securities of the Corporation held by the Holders, as may be required by the Corporation to comply with Applicable Securities Laws in each jurisdiction in which the Secondary Registration is to be effected; (bii) if required under Applicable Securities Laws, execute any certificate forming part of a preliminary prospectus, final prospectus, registration statement or similar document to be filed with the applicable Canadian Securities Regulatory Authorities or the SECSEC (the form and content of which to be approved by the Holders, such approval not to be unreasonably withheld or delayed); (ciii) as expeditiously as possible following actual knowledge by the Holder thereof, promptly notify the Corporation of the happening of any event during the Distribution Period, as a result of which the Prospectus or the Registration Statement, as in effect, would include a any misrepresentation with respect to any information provided by such Holder pursuant to subsection 3.2(aSection 3.2(a)(i); (div) comply with all Applicable Securities Laws with respect to such Secondary Registration; (ev) provide such information to the Corporation regarding the conduct and process of any Demand Registration that the Corporation may reasonably request; and (fvi) not effect or permit to be effected sales of Designated Registrable Securities pursuant to the Prospectus or deliver or permit to be delivered the Prospectus in respect of such sale after notification by the Corporation of any order or ruling suspending the effectiveness of the Prospectus or after notification by the Corporation under subsection 3.1(rSection 3.1(a)(xx), until the Corporation advises the Holders that such suspension has been lifted or that it has filed an amendment to the Prospectus and has provided copies of such amendment to the Holders. The Holders shall, if so directed by the Corporation, deliver to the Corporation (at the Corporation’s expense) all copies, other than permanent file copies, then in the Holders’ possession of the Prospectus covering the Designated Registrable Securities that was in effect at the time of receipt of such notice.

Obligations of the Holders. In connection with any Secondary Registration, the Holders shall: (a) provideAt any time, and from time to time, after the Registration Effectiveness Date, the Company may notify one or more of the Holders (in writingeach case, such information the “Specified Holders”) in writing (each, a “Suspension Notice”) of the happening of: (i) any event of the kind described in Section 4(h) or (j); (ii) any Blackout Period; or (iii) only with respect to a Holder who is an “insider” covered by such program, any suspension by the HoldersCompany, including pursuant to a written xxxxxxx xxxxxxx policy adopted by the Company’s Board of Directors, of the ability of all “insiders” covered by such program to transact in the Company’s securities because of the existence of material non-public information (each, a “Suspension Event”). Upon receipt of any Suspension Notice, each Specified Holder shall as promptly as practicable discontinue disposition of such Holder’s Registrable Securities covered by the Registration Statement until such Specified Holder receives the supplemented or amended prospectus contemplated by Section 4(h), such Blackout Period shall have terminated or the restriction on the ability of “insiders” to transact in the Company’s securities is removed, as applicable. The foregoing right to suspend may be exercised by the Company for no longer than forty-five (45) Trading Days in any consecutive twelve (12)-month period, except, in the case of Holders that are subject to such policy by its terms, with respect to suspensions under the written xxxxxxx xxxxxxx policy adopted by the Company’s Board of Directors, (and for the avoidance of doubt, if the delay or suspension relates to a Blackout Period, the period of delay or suspension shall also count against the maximum number of securities days for Blackout Periods in the definition of such term). Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of a Holder in accordance with any sale of Registrable Securities with respect to which a Holder has entered into a contract for sale prior to the Holder’s receipt of a notice from the Company of the Corporation held by the Holders, as may be required by the Corporation to comply with Applicable Securities Laws in each jurisdiction in which the Secondary Registration is to be effected;happening of a Blackout Period or other Suspension Event. (b) if required under Applicable The Holders of the Registrable Securities Laws, execute any certificate forming part of a preliminary prospectus, final prospectus, registration statement or similar document to shall provide such information as may reasonably be filed requested by the Company in connection with the preparation of the Registration Statement, including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 3(a) of this Agreement and in connection with the Company’s obligation to comply with federal and applicable Canadian Securities Regulatory Authorities or state securities laws, including a completed questionnaire in the SEC;form attached to this Agreement as Annex A (a “Selling Securityholder Questionnaire”). (c) Each Holder, by its acceptance of the Registrable Securities, agrees to cooperate with the Company as expeditiously as possible following actual knowledge reasonably requested by the Holder thereof, notify Company in connection with the Corporation preparation and filing of the happening Registration Statement hereunder, unless such Xxxxxx has notified the Company in writing of any event during the Distribution Period, as a result its election to exclude all of which the Prospectus or the its Registrable Securities from such Registration Statement, as in effect, would include a misrepresentation with respect to any information provided by such Holder pursuant to subsection 3.2(a); (d) comply with all Applicable Securities Laws with respect to such Secondary Registration; (e) provide such information to the Corporation regarding the conduct and process of any Demand Registration that the Corporation may reasonably request; and (f) not effect or permit to be effected sales of Designated Registrable Securities pursuant to the Prospectus or deliver or permit to be delivered the Prospectus in respect of such sale after notification by the Corporation of any order or ruling suspending the effectiveness of the Prospectus or after notification by the Corporation under subsection 3.1(r), until the Corporation advises the Holders that such suspension has been lifted or that it has filed an amendment to the Prospectus and has provided copies of such amendment to the Holders. The Holders shall, if so directed by the Corporation, deliver to the Corporation (at the Corporation’s expense) all copies, other than permanent file copies, then in the Holders’ possession of the Prospectus covering the Designated Registrable Securities that was in effect at the time of receipt of such notice.

Obligations of the Holders. In The Holders of Registrable Securities offered in connection with any a Secondary Registration, the Holders Registration shall: (a) provide, in writing, such information with respect to the such Holders, including the number of securities of the Corporation held by the Holders, as may be required by the Corporation to comply with Applicable Securities Laws in each jurisdiction in which the Secondary Registration is to be effectedeffected and promptly inform the Corporation of any changes to such information during the applicable Distribution Period; (b) if required under Applicable Securities Laws, execute any certificate forming part of a preliminary prospectus, final prospectus, registration statement or similar document an Offering Document to be filed with the applicable Canadian Securities Regulatory Authorities Commissions or the SEC; (c) as expeditiously as possible following actual knowledge by the Holder thereof, notify the Corporation of the happening of any event during the Distribution Period, as a result of which the Prospectus or the Registration Statement, as in effect, would include a misrepresentation with respect to any information provided in writing by such Holder pursuant to subsection 3.2(a)for inclusion in such Prospectus or Registration Statement; (d) comply with all Applicable Securities Laws with respect and the rules of any stock exchange or over-the-counter market on which the Common Shares are then listed or quoted (as determined in the reasonable opinion of counsel to such Secondary Registration; Holders, who shall be Xxxxx Xxxxx LLP (eas to U.S. law) provide such information and Blake, Xxxxxxx & Xxxxxxx LLP (as to Canadian law) or other counsel reasonably acceptable to the Corporation regarding the conduct and process of any Demand Registration that the Corporation may reasonably requestCorporation); and (fe) not effect or permit to be effected sales of Designated Registrable Securities pursuant to the Prospectus Prospectus, or deliver or permit to be delivered the Prospectus an Offering Document in respect of such sale after notification by the Corporation of any order or ruling suspending the effectiveness of the such Prospectus or after notification by the Corporation under subsection 3.1(rSection 3.1(g), until the Corporation advises the Holders that such suspension has been lifted or that it has filed an amendment or supplement to the Prospectus and has provided copies of such amendment or supplement to the Holders. The Holders shall, if so directed by the Corporation, deliver to the Corporation (at the Corporation’s expense) all copies, other than permanent file copies, then in the Holders’ possession of the Prospectus covering the Designated Registrable Securities that was in effect at the time of receipt of such notice.