Common use of Registration Statement Matters Clause in Contracts

Registration Statement Matters. (i) The Corporation covenants with the Agents that the Corporation shall (i) use its commercially reasonable best efforts to prepare and file with the SEC, as soon as reasonably possible following the Initial Closing Date, a registration statement (on Form S-3, S-1, or other appropriate registration statement form reasonably acceptable to the Purchasers) under the U.S. Securities Act (the “Registration Statement”), at the sole expense of the Corporation, in respect of the Purchasers, so as to permit a public offering and resale of all the Registrable Securities that were issued on the initial Closing Date, and any other Registrable Securities that have been issued on a subsequent Closing Date before the initial Registration Statement is filed with the SEC, in the United States under the U.S. Securities Act; and (ii) use its commercially reasonable best efforts to cause a Registration Statement to be declared effective by the SEC as soon as possible and not later than the earlier of (a) sixty (60) calendar days (the “Clearance Deadline”) from the date of filing the Registration Statement in the event of an SEC review of the Registration Statement, and (b) the fifth trading day (day on which the CSE is open for quotation) (each, a “Trading Day”) following the date on which the Corporation is notified by the SEC that the Registration Statement will not be reviewed or is no longer subject to further review and comments, provided that if the SEC has not declared the Registration Statement to be effective prior to the Clearance Deadline, the Corporation shall continue to use its commercially reasonable efforts to have the Registration Statement declared effective by the SEC as soon as practicable following the Clearance Deadline. The Corporation will notify the Agents of the effectiveness of the Registration Statement within three Trading Days. The initial Registration Statement shall cover the resale of 100% of the Registrable Securities (including such indeterminate number of additional shares of common stock of the Corporation resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities), for an offering to be made on a continuous basis pursuant to Rule 415 (as promulgated by the SEC pursuant to the U.S. Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same purpose and effect as such rule). (ii) Prior to the filing of the Registration Statement (and each amendment or supplement thereto) the Corporation will allow the Agents to review and comment on the Registration Statement (and each amendment or supplement thereto), and will allow the Agents to conduct all due diligence which they may reasonably require to conduct in order to fulfil their obligations as Agents; (iii) If the staff of the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Purchasers as selling stockholder and not as an underwriter under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of the initial Registration Statement with the SEC pursuant to Section 3(a)(i), the Corporation is otherwise required by the SEC to reduce the number of Registrable Securities included in such initial Registration Statement and, to the extent applicable, any other registration statements for the resale of securities of the Corporation by selling stockholders which may be integrated at the request of the SEC (“Related Registration Statements”), and after commercially reasonable efforts the Corporation is unable to dissuade the SEC of its position, then the Corporation shall reduce the number of Registrable Securities to be included in such initial Registration Statement, until such time as the staff and the SEC shall so permit such Registration Statement to become effective and be used as aforesaid, by (i) first removing any securities to be included by any person other than a Purchaser, (ii) reducing Registrable Securities represented by Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such holders) and (iii) remaining Registrable Securities will be removed from the Registration Statement pro rata between the selling shareholders included in the Registration Statement and, if applicable, pro rata with Registrable Securities being registered for resale by the selling stockholders included in Related Registration Statement and, if applicable, pro rata with any common shares being registered for resale by selling stockholders in Related Registration Statements to the extent permitted by the registration rights of such selling stockholders. (iv) In the event of any reduction in Registrable Securities pursuant to Section 3(a)(iii) above, then, in relation to any Registrable Securities not covered by the initial Registration Statement, the Corporation shall use commercially reasonable efforts to cause its legal counsel to deliver an opinion or such other documentation as may reasonably be required to effect sales of the Registrable Securities under Rule 144 and cover the costs related to such legal opinions. In relation to any Registrable Securities not covered by the initial Registration Statement, the Corporation shall file no later than 6 months following the effectiveness of the initial Registration Statement, one or more new Registration Statements, in accordance with Sections 3(a)(i) and 3(a)(iii) until (i) such time as all Registrable Securities required by Section 3(a)(i) have been included in Registration Statements that have been declared effective and the prospectus contained therein is available for use by the Purchasers or (ii) all such Registrable Securities can be sold pursuant to the provisions of Rule 144 under the U.S. Securities Act. In the event of a cutback hereunder, the Corporation shall give the holder at least five (5) Trading Days prior written notice along with the calculations as to such holder’s allotment. (v) The Corporation will use reasonable commercial best efforts to maintain the Registration Statement effective under the U.S. Securities Act until the later of the date (i) all of the Registrable Securities have been sold pursuant to such Registration Statement or Rule 144, if available, or (ii) until 6 months following the expiration of the Warrants. Upon the occurrence of any event which would cause the Registration Statement to cease to be effective or to be suspended, as promptly as reasonably possible under the circumstances taking into account the Corporation’s good faith assessment of any adverse consequences to the Corporation and its stockholders of the premature disclosure of such event, prepare a supplement or amendment, including a post-effective amendment, to a Registration Statement or a supplement to the related prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, neither a Registration Statement nor such prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Corporation will use its best efforts to ensure that the use of the Registration Statement or related prospectus may be resumed as promptly as is practicable. The Corporation shall be entitled to exercise its right under this Section to suspend the availability of a Registration Statement, for a period not to exceed 45 calendar days (which need not be consecutive days) in any 12-month period. (vi) All the information and statements to be contained in the Registration Statement (and each amendment or supplement thereto), will, at the respective dates of filing thereof, disclose all material facts relating to the Corporation and the Registrable Securities and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (provided that this representation is not intended to extend to information and statements included in reliance upon and in conformity with information furnished to the Corporation by or on behalf of the Agents or any of the Purchasers specifically for use therein); (vii) Neither the Registration Statement nor any amendment or supplement thereto will contain a misrepresentation (provided that this representation is not intended to extend to information and statements included in reliance upon and in conformity with information furnished to the Corporation by or on behalf of the Agents specifically for use therein); (viii) The Registration Statement (and each amendment or supplement thereto), will comply in all material respects with the applicable requirements of U.S. Securities Laws; and (ix) The Corporation recognizes that it is fundamental to the Purchasers that the resale of the Registrable Securities be registered in the United States under the Registration Statement so that the Registrable Securities may be transferred without United States resale restrictions or effecting the trade in a manner which falls within one of the various private placement exemptions or exemptions from registration under applicable securities legislation or subject to any statutory or regulatory hold periods or trade restrictions in the United States (provided such trade is not by an “affiliate” as defined in Rule 144). The Corporation acknowledges that it is for this reason that the Corporation has agreed to use its commercially reasonable best efforts to ensure that the Registration Statement is to be filed with the SEC in the United States within the time periods contemplated by this Agreement.

Registration Statement Matters. (i) The Corporation covenants with the Agents that the Corporation shall (i) use its commercially reasonable best efforts to prepare and file with the SEC, as soon as reasonably possible following SEC within forty-five (45) calendar days after the Initial Closing Date, Date a registration statement (on Form S-3, S-1, or other appropriate registration statement form reasonably acceptable to the Purchasers) under the U.S. Securities Act (the “Registration Statement”), at the sole expense of the Corporation, in respect of the PurchasersPurchaser, so as to permit a public offering and resale of all the Registrable Securities that were issued on the initial Closing Date, and any other Registrable Securities that have been issued on a subsequent Closing Date before the initial Registration Statement is filed with the SEC, in the United States under the U.S. Securities Act; and (ii) use its commercially reasonable best efforts to cause a Registration Statement to be declared effective by the SEC as soon as possible and not later than the earlier of (a) sixty one hundred and twenty (60120) calendar days (the “Clearance Deadline”) from the date of filing the Registration Statement in the event of an SEC review of the Registration Statement, and (b) the fifth trading day (day on which the CSE is open for quotation) (each, a “Trading Day”) following the date on which the Corporation is notified by the SEC that the Registration Statement will not be reviewed or is no longer subject to further review and comments, provided that if the SEC has not declared the Registration Statement to be effective prior to the Clearance Deadline, the Corporation shall continue to use its commercially reasonable efforts to have the Registration Statement declared effective by the SEC as soon as practicable following the Clearance Deadline. The Corporation will notify the Agents Agent of the effectiveness of the Registration Statement within three Trading Days. The initial Registration Statement shall cover the resale of 100% of the Registrable Securities (including such indeterminate number of additional shares of common stock of the Corporation resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities), for an offering to be made on a continuous basis pursuant to Rule 415 (as promulgated by the SEC pursuant to the U.S. Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same purpose and effect as such rule). (ii) Prior to the filing of the Registration Statement (and each amendment or supplement thereto) the Corporation will allow the Agents to review and comment on the Registration Statement (and each amendment or supplement thereto), and will allow the Agents to conduct all due diligence which they may reasonably require to conduct in order to fulfil their obligations as Agents; (iii) If the staff of the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Purchasers Purchaser as selling stockholder and not as an underwriter under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of the initial Registration Statement with the SEC pursuant to Section 3(a)(i), the Corporation is otherwise required by the SEC to reduce the number of Registrable Securities included in such initial Registration Statement and, to the extent applicable, any other registration statements for the resale of securities of the Corporation by selling stockholders which may be integrated at the request of the SEC (“Related Registration Statements”), and after commercially reasonable efforts the Corporation is unable to dissuade the SEC of its position, then the Corporation shall reduce the number of Registrable Securities to be included in such initial Registration Statement, until such time as the staff Staff and the SEC shall so permit such Registration Statement to become effective and be used as aforesaid, by (i) first removing any securities to be included by any person Person other than a Purchaser, (ii) reducing Registrable Securities represented by Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the holders Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such holdersHolders) and (iii) remaining Registrable Securities will be removed from the Registration Statement pro rata between the selling shareholders included in the Registration Statement and, if applicable, pro rata with Registrable Securities being registered for resale by the selling stockholders included in Related Registration Statement and, if applicable, pro rata with any common shares being registered for resale by selling stockholders in Related Registration Statements to the extent permitted by the registration rights of such selling stockholders. (iv) In the event of any reduction in Registrable Securities pursuant to Section 3(a)(iii) above, then, in relation to any Registrable Securities not covered by the initial Registration Statement, the Corporation shall use commercially reasonable efforts to cause its legal counsel to deliver an opinion or such other documentation as may reasonably be required to effect sales of the Registrable Securities under Rule 144 and cover the costs related to such legal opinions. In relation to any Registrable Securities not covered by the initial Registration Statement, the Corporation shall file no later than 6 months following the effectiveness of the initial Registration Statement, one or more new Registration Statements, in accordance with Sections 3(a)(i) and 3(a)(iii) until (i) such time as all Registrable Securities required by Section 3(a)(i) have been included in Registration Statements that have been declared effective and the prospectus contained therein is available for use by the Purchasers or (ii) all such Registrable Securities can be sold pursuant to the provisions of Rule 144 under the U.S. Securities Act. In the event of a cutback hereunder, the Corporation Company shall give the holder Holder at least five (5) Trading Days prior written notice along with the calculations as to such holderXxxxxx’s allotment. (v) The Corporation will use reasonable commercial best efforts to maintain the Registration Statement effective under the U.S. Securities Act until the later of the date (i) all of the Registrable Securities have been sold pursuant to such Registration Statement or Rule 144, if available, or (ii) until 6 months following the expiration of the Warrants. Upon the occurrence of any event which would cause the Registration Statement to cease to be effective or to be suspended, as promptly as reasonably possible under the circumstances taking into account the Corporation’s good faith assessment of any adverse consequences to the Corporation and its stockholders of the premature disclosure of such event, prepare a supplement or amendment, including a post-effective amendment, to a Registration Statement or a supplement to the related prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, neither a Registration Statement nor such prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Corporation will use its best efforts to ensure that the use of the Registration Statement or related prospectus may be resumed as promptly as is practicable. The Corporation shall be entitled to exercise its right under this Section to suspend the availability of a Registration Statement, for a period not to exceed 45 calendar days (which need not be consecutive days) in any 12-month period. (vi) All the information and statements to be contained in the Registration Statement (and each amendment or supplement thereto), will, at the respective dates of filing thereof, disclose all material facts relating to the Corporation and the Registrable Securities and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (provided that this representation is not intended to extend to information and statements included in reliance upon and in conformity with information furnished to the Corporation by or on behalf of the Agents or any of the Purchasers specifically for use therein); (vii) Neither the Registration Statement nor any amendment or supplement thereto will contain a misrepresentation (provided that this representation is not intended to extend to information and statements included in reliance upon and in conformity with information furnished to the Corporation by or on behalf of the Agents specifically for use therein); (viii) The Registration Statement (and each amendment or supplement thereto), will comply in all material respects with the applicable requirements of U.S. Securities Laws; and (ix) The Corporation recognizes that it is fundamental to the Purchasers that the resale of the Registrable Securities be registered in the United States under the Registration Statement so that the Registrable Securities may be transferred without United States resale restrictions or effecting the trade in a manner which falls within one of the various private placement exemptions or exemptions from registration under applicable securities legislation or subject to any statutory or regulatory hold periods or trade restrictions in the United States (provided such trade is not by an “affiliate” as defined in Rule 144). The Corporation acknowledges that it is for this reason that the Corporation has agreed to use its commercially reasonable best efforts to ensure that the Registration Statement is to be filed with the SEC in the United States within the time periods contemplated by this Agreement.

Registration Statement Matters. (ia) The Corporation Company covenants with the Agents that the Corporation shall (i) and agrees to use its commercially reasonable best efforts to to, as soon as practicable following the date hereof and, in any event, within 30 days following the date hereof: (i) prepare and file with the SECSEC the Registration Statement on Form S-3 (or, if Form S-3 is not then available to the Company, on such other appropriate form of registration statement as is then available) to effect a registration covering the resale of the Registrable Securities in an amount at least equal to the aggregate of the Registrable Securities; (ii) settle any comments of the SEC as soon as reasonably possible following the Initial Closing Datethereafter; and (iii) file and have declared effective a final Registration Statement. The Registration Statement also shall cover, a registration statement (on Form S-3, S-1, or other appropriate registration statement form reasonably acceptable to the Purchasers) extent allowable under the U.S. Securities Act and the rules promulgated thereunder (the “Registration Statement”including Rule 416), at the sole expense such indeterminate number of additional shares of common stock of the CorporationCompany resulting from stock splits, in stock dividends or similar transactions with respect of the Purchasers, so as to permit a public offering and resale of all the Registrable Securities that were issued on the initial Closing Date, and any other Registrable Securities that have been issued on a subsequent Closing Date before the initial Registration Statement is filed with the SEC, in the United States under the U.S. Securities Act; and (ii) Securities. The Company shall use its commercially reasonable best efforts to cause a have the final Registration Statement to be declared effective by the SEC as soon as possible and not practicable and, in any event, no later than 4:59 p.m. (Toronto time) on the earlier of (a) sixty (60) calendar days (the “Clearance Deadline”) from the date of filing the Registration Statement in the event of an SEC review of the Registration Statement, and (b) the fifth trading day (day on which the CSE is open for quotation) (each, a “Trading Day”) following the date on which the Corporation is notified by the SEC that the Registration Statement will not be reviewed or is no longer subject to further review and comments, provided that if the SEC Clearance Date has not declared the Registration Statement to be effective occurred prior to the Clearance Deadline, the Corporation Company shall continue to use its commercially reasonable efforts to have the Registration Statement declared effective by the SEC as soon as practicable following the Clearance Deadline. The Corporation will notify the Agents of the effectiveness of the Registration Statement within three Trading Days. The initial Registration Statement shall cover the resale of 100% of the Registrable Securities (including such indeterminate number of additional shares of common stock of the Corporation resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities), for an offering to be made on a continuous basis pursuant to Rule 415 (as promulgated by the SEC pursuant to the U.S. Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same purpose and effect as such rule).; (iib) Prior to the filing of the Registration Statement (and each amendment or supplement thereto) the Corporation Company will allow the Agents to review and comment on the Registration Statement (and each amendment or supplement thereto), and will allow the Agents to conduct all due diligence which they may reasonably require to conduct in order to fulfil their obligations as Agents; (iii) If the staff of the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Purchasers as selling stockholder and not as an underwriter under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of the initial Registration Statement with the SEC pursuant to Section 3(a)(i), the Corporation is otherwise required by the SEC to reduce the number of Registrable Securities included in such initial Registration Statement and, to the extent applicable, any other registration statements for the resale of securities of the Corporation by selling stockholders which may be integrated at the request of the SEC (“Related Registration Statements”), and after commercially reasonable efforts the Corporation is unable to dissuade the SEC of its position, then the Corporation shall reduce the number of Registrable Securities to be included in such initial Registration Statement, until such time as the staff and the SEC shall so permit such Registration Statement to become effective and be used as aforesaid, by (i) first removing any securities to be included by any person other than a Purchaser, (ii) reducing Registrable Securities represented by Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such holders) and (iii) remaining Registrable Securities will be removed from the Registration Statement pro rata between the selling shareholders included in the Registration Statement and, if applicable, pro rata with Registrable Securities being registered for resale by the selling stockholders included in Related Registration Statement and, if applicable, pro rata with any common shares being registered for resale by selling stockholders in Related Registration Statements to the extent permitted by the registration rights of such selling stockholders. (iv) In the event of any reduction in Registrable Securities pursuant to Section 3(a)(iii) above, then, in relation to any Registrable Securities not covered by the initial Registration Statement, the Corporation shall use commercially reasonable efforts to cause its legal counsel to deliver an opinion or such other documentation as may reasonably be required to effect sales of the Registrable Securities under Rule 144 and cover the costs related to such legal opinions. In relation to any Registrable Securities not covered by the initial Registration Statement, the Corporation shall file no later than 6 months following the effectiveness of the initial Registration Statement, one or more new Registration Statements, in accordance with Sections 3(a)(i) and 3(a)(iii) until (i) such time as all Registrable Securities required by Section 3(a)(i) have been included in Registration Statements that have been declared effective and the prospectus contained therein is available for use by the Purchasers or (ii) all such Registrable Securities can be sold pursuant to the provisions of Rule 144 under the U.S. Securities Act. In the event of a cutback hereunder, the Corporation shall give the holder at least five (5) Trading Days prior written notice along with the calculations as to such holder’s allotment. (v) The Corporation will use reasonable commercial best efforts to maintain the Registration Statement effective under the U.S. Securities Act until the later of the date (i) all of the Registrable Securities have been sold pursuant to such Registration Statement or Rule 144, if available, or (ii) until 6 months following the expiration of the Warrants. Upon the occurrence of any event which would cause the Registration Statement to cease to be effective or to be suspended, as promptly as reasonably possible under the circumstances taking into account the Corporation’s good faith assessment of any adverse consequences to the Corporation and its stockholders of the premature disclosure of such event, prepare a supplement or amendment, including a post-effective amendment, to a Registration Statement or a supplement to the related prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, neither a Registration Statement nor such prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Corporation will use its best efforts to ensure that the use of the Registration Statement or related prospectus may be resumed as promptly as is practicable. The Corporation shall be entitled to exercise its right under this Section to suspend the availability of a Registration Statement, for a period not to exceed 45 calendar days (which need not be consecutive days) in any 12-month period. (vic) All the information and statements to be contained in the Registration Statement (and each amendment or supplement thereto), will, at the respective dates of filing thereof, disclose all material facts relating to the Corporation Company and the Registrable Securities and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (provided that this representation is not intended to extend to information and statements included in reliance upon and in conformity with information furnished to the Corporation Company by or on behalf of the Agents or any of the Purchasers Agent specifically for use therein); (viid) Neither the Registration Statement nor any amendment or supplement thereto will contain a misrepresentation (provided that this representation is not intended to extend to information and statements included in reliance upon and in conformity with information furnished to the Corporation Company by or on behalf of the Agents specifically for use therein); (viiie) The Registration Statement (and each amendment or supplement thereto), will comply in all material respects with the applicable requirements of U.S. Securities Laws; andthe securities laws of the United States; (ixf) The Corporation Company recognizes that it is fundamental to the Purchasers that the resale of the Registrable Securities be registered in the United States under the Registration Statement so that the Registrable Securities may will be transferred without tradable in the United States resale restrictions without the necessity of the holder thereof filing a prospectus or effecting the trade in a manner which falls within one of the various private placement exemptions or exemptions from registration under applicable securities legislation or subject to any statutory or regulatory hold periods or trade restrictions in the United States (provided such trade is not by an “affiliate” as defined in Rule 144). The Corporation Company acknowledges that it is for this reason that the Corporation Company has agreed to use its commercially reasonable best efforts to ensure that the Registration Statement is to be filed with the SEC in the United States within the time periods contemplated by this Agreement.

Registration Statement Matters. (i) The Corporation covenants with the Agents that the Corporation shall (i) use its commercially reasonable best efforts to prepare and file with the SEC, as soon as reasonably possible following the Initial Closing Date, a registration statement (on Form S-3, S-1, or other appropriate registration statement form reasonably acceptable to the Purchasers) under the U.S. Securities Act (the “Registration Statement”), at the sole expense of the Corporation, in respect of the PurchasersPurchaser, so as to permit a public offering and resale of all the Registrable Securities that were issued on the initial Closing Date, and any other Registrable Securities that have been issued on a subsequent Closing Date before the initial Registration Statement is filed with the SEC, in the United States under the U.S. Securities Act; and (ii) use its commercially reasonable best efforts to cause a Registration Statement to be declared effective by the SEC as soon as possible and not later than the earlier of (a) sixty (60) calendar days (the “Clearance Deadline”) from the date of filing the Registration Statement in the event of an SEC review of the Registration Statement, and (b) the fifth trading day (day on which the CSE is open for quotation) (each, a “Trading Day”) following the date on which the Corporation is notified by the SEC that the Registration Statement will not be reviewed or is no longer subject to further review and comments, provided that if the SEC has not declared the Registration Statement to be effective prior to the Clearance Deadline, the Corporation shall continue to use its commercially reasonable efforts to have the Registration Statement declared effective by the SEC as soon as practicable following the Clearance Deadline. The Corporation will notify the Agents of the effectiveness of the Registration Statement within three Trading Days. The initial Registration Statement shall cover the resale of 100% of the Registrable Securities (including such indeterminate number of additional shares of common stock of the Corporation resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities), for an offering to be made on a continuous basis pursuant to Rule 415 (as promulgated by the SEC pursuant to the U.S. Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same purpose and effect as such rule). (ii) Prior to the filing of the Registration Statement (and each amendment or supplement thereto) the Corporation will allow the Agents to review and comment on the Registration Statement (and each amendment or supplement thereto), and will allow the Agents to conduct all due diligence which they may reasonably require to conduct in order to fulfil their obligations as Agents; (iii) If the staff of the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Purchasers Purchaser as selling stockholder and not as an underwriter under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of the initial Registration Statement with the SEC pursuant to Section 3(a)(i), the Corporation is otherwise required by the SEC to reduce the number of Registrable Securities included in such initial Registration Statement and, to the extent applicable, any other registration statements for the resale of securities of the Corporation by selling stockholders which may be integrated at the request of the SEC (“Related Registration Statements”), and after commercially reasonable efforts the Corporation is unable to dissuade the SEC of its position, then the Corporation shall reduce the number of Registrable Securities to be included in such initial Registration Statement, until such time as the staff Staff and the SEC shall so permit such Registration Statement to become effective and be used as aforesaid, by (i) first removing any securities to be included by any person Person other than a Purchaser, (ii) reducing Registrable Securities represented by Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the holders Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such holdersHolders) and (iii) remaining Registrable Securities will be removed from the Registration Statement pro rata between the selling shareholders included in the Registration Statement and, if applicable, pro rata with Registrable Securities being registered for resale by the selling stockholders included in Related Registration Statement and, if applicable, pro rata with any common shares being registered for resale by selling stockholders in Related Registration Statements to the extent permitted by the registration rights of such selling stockholders. (iv) In the event of any reduction in Registrable Securities pursuant to Section 3(a)(iii) above, then, in relation to any Registrable Securities not covered by the initial Registration Statement, the Corporation shall use commercially reasonable efforts to cause its legal counsel to deliver an opinion or such other documentation as may reasonably be required to effect sales of the Registrable Securities under Rule 144 and cover the costs related to such legal opinions. In relation to any Registrable Securities not covered by the initial Registration Statement, the Corporation shall file no later than 6 months following the effectiveness of the initial Registration Statement, one or more new Registration Statements, in accordance with Sections 3(a)(i) and 3(a)(iii) until (i) such time as all Registrable Securities required by Section 3(a)(i) have been included in Registration Statements that have been declared effective and the prospectus contained therein is available for use by the Purchasers or (ii) all such Registrable Securities can be sold pursuant to the provisions of Rule 144 under the U.S. Securities Act. In the event of a cutback hereunder, the Corporation Company shall give the holder Holder at least five (5) Trading Days prior written notice along with the calculations as to such holderXxxxxx’s allotment. (v) The Corporation will use reasonable commercial best efforts to maintain the Registration Statement effective under the U.S. Securities Act until the later of the date (i) all of the Registrable Securities have been sold pursuant to such Registration Statement or Rule 144, if available, or (ii) until 6 months following the expiration of the Warrants. Upon the occurrence of any event which would cause the Registration Statement to cease to be effective or to be suspended, as promptly as reasonably possible under the circumstances taking into account the Corporation’s good faith assessment of any adverse consequences to the Corporation and its stockholders of the premature disclosure of such event, prepare a supplement or amendment, including a post-effective amendment, to a Registration Statement or a supplement to the related prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, neither a Registration Statement nor such prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Corporation will use its best efforts to ensure that the use of the Registration Statement or related prospectus may be resumed as promptly as is practicable. The Corporation shall be entitled to exercise its right under this Section to suspend the availability of a Registration Statement, for a period not to exceed 45 calendar days (which need not be consecutive days) in any 12-month period. (vi) All the information and statements to be contained in the Registration Statement (and each amendment or supplement thereto), will, at the respective dates of filing thereof, disclose all material facts relating to the Corporation and the Registrable Securities and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (provided that this representation is not intended to extend to information and statements included in reliance upon and in conformity with information furnished to the Corporation by or on behalf of the Agents or any of the Purchasers specifically for use therein); (vii) Neither the Registration Statement nor any amendment or supplement thereto will contain a misrepresentation (provided that this representation is not intended to extend to information and statements included in reliance upon and in conformity with information furnished to the Corporation by or on behalf of the Agents specifically for use therein); (viii) The Registration Statement (and each amendment or supplement thereto), will comply in all material respects with the applicable requirements of U.S. Securities Laws; and (ix) The Corporation recognizes that it is fundamental to the Purchasers that the resale of the Registrable Securities be registered in the United States under the Registration Statement so that the Registrable Securities may be transferred without United States resale restrictions or effecting the trade in a manner which falls within one of the various private placement exemptions or exemptions from registration under applicable securities legislation or subject to any statutory or regulatory hold periods or trade restrictions in the United States (provided such trade is not by an “affiliate” as defined in Rule 144). The Corporation acknowledges that it is for this reason that the Corporation has agreed to use its commercially reasonable best efforts to ensure that the Registration Statement is to be filed with the SEC in the United States within the time periods contemplated by this Agreement.

Registration Statement Matters. (i) A. The Corporation covenants with the Agents that the Corporation shall (i) and agrees to use its commercially reasonable best efforts to to, (i) as soon as practicable following the Closing Date and, in any event, within 30 days following the Closing Date prepare and file with the SEC, as soon as reasonably possible following SEC the Initial Closing Date, a registration statement (Registration Statement on Form S-3S-l (or, S-1, or other appropriate registration statement form reasonably acceptable if Form S-l is not then available to the Purchasers) under the U.S. Securities Act (the “Registration Statement”), at the sole expense of the Corporation, in respect on such form of registration statement as is then available) to effect a registration covering the Purchasers, so as to permit a public offering and resale of all the Registrable Securities that were issued on in an amount at least equal to the initial Closing Date, and any other aggregate of the Registrable Securities that have been issued on a subsequent Closing Date before the initial Registration Statement is filed with the SEC, in the United States under the U.S. Securities ActSecurities; and (ii) use its commercially reasonable best efforts to cause a Registration Statement to be declared effective by settle any comments of the SEC as soon as possible thereafter; and not later than the earlier of (aiii) sixty (60) calendar days (the “Clearance Deadline”) from the date of filing the file and have declared effective a final Registration Statement. The Registration Statement in the event of an SEC review of the Registration Statementalso shall cover, and (b) the fifth trading day (day on which the CSE is open for quotation) (each, a “Trading Day”) following the date on which the Corporation is notified by the SEC that the Registration Statement will not be reviewed or is no longer subject to further review and comments, provided that if the SEC has not declared the Registration Statement to be effective prior to the Clearance Deadline, extent allowable under the Corporation shall continue to use its commercially reasonable efforts to have Securities Act and the Registration Statement declared effective by the SEC as soon as practicable following the Clearance Deadline. The Corporation will notify the Agents of the effectiveness of the Registration Statement within three Trading Days. The initial Registration Statement shall cover the resale of 100% of the Registrable Securities rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of common stock of the Corporation resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities), for an offering . The Corporation shall use its commercially reasonable efforts to be made on a continuous basis pursuant to Rule 415 (as promulgated have the final Registration Statement declared effective by the SEC pursuant to the U.S. Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same purpose and effect soon as such rule)practicable. (ii) B. Prior to the filing of the Registration Statement (and each amendment or supplement thereto) the Corporation will allow the Agents Subscriber to review and comment on the Registration Statement (and each amendment or supplement thereto), and will allow the Agents to conduct all due diligence which they may reasonably require to conduct in order to fulfil their obligations as Agents; (iii) If the staff of the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Purchasers as selling stockholder and not as an underwriter under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of the initial Registration Statement with the SEC pursuant to Section 3(a)(i), the Corporation is otherwise required by the SEC to reduce the number of Registrable Securities included in such initial Registration Statement and, to the extent applicable, any other registration statements for the resale of securities of the Corporation by selling stockholders which may be integrated at the request of the SEC (“Related Registration Statements”), and after commercially reasonable efforts the Corporation is unable to dissuade the SEC of its position, then the Corporation shall reduce the number of Registrable Securities to be included in such initial Registration Statement, until such time as the staff and the SEC shall so permit such Registration Statement to become effective and be used as aforesaid, by (i) first removing any securities to be included by any person other than a Purchaser, (ii) reducing Registrable Securities represented by Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such holders) and (iii) remaining Registrable Securities will be removed from the Registration Statement pro rata between the selling shareholders included in the Registration Statement and, if applicable, pro rata with Registrable Securities being registered for resale by the selling stockholders included in Related Registration Statement and, if applicable, pro rata with any common shares being registered for resale by selling stockholders in Related Registration Statements to the extent permitted by the registration rights of such selling stockholders. (iv) In the event of any reduction in Registrable Securities pursuant to Section 3(a)(iii) above, then, in relation to any Registrable Securities not covered by the initial Registration Statement, the Corporation shall use commercially reasonable efforts to cause its legal counsel to deliver an opinion or such other documentation as may reasonably be required to effect sales of the Registrable Securities under Rule 144 and cover the costs related to such legal opinions. In relation to any Registrable Securities not covered by the initial Registration Statement, the Corporation shall file no later than 6 months following the effectiveness of the initial Registration Statement, one or more new Registration Statements, in accordance with Sections 3(a)(i) and 3(a)(iii) until (i) such time as all Registrable Securities required by Section 3(a)(i) have been included in Registration Statements that have been declared effective and the prospectus contained therein is available for use by the Purchasers or (ii) all such Registrable Securities can be sold pursuant to the provisions of Rule 144 under the U.S. Securities Act. In the event of a cutback hereunder, the Corporation shall give the holder at least five (5) Trading Days prior written notice along with the calculations as to such holder’s allotment. (v) The Corporation will use reasonable commercial best efforts to maintain the Registration Statement effective under the U.S. Securities Act until the later of the date (i) all of the Registrable Securities have been sold pursuant to such Registration Statement or Rule 144, if available, or (ii) until 6 months following the expiration of the Warrants. Upon the occurrence of any event which would cause the Registration Statement to cease to be effective or to be suspended, as promptly as reasonably possible under the circumstances taking into account the Corporation’s good faith assessment of any adverse consequences to the Corporation and its stockholders of the premature disclosure of such event, prepare a supplement or amendment, including a post-effective amendment, to a Registration Statement or a supplement to the related prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, neither a Registration Statement nor such prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Corporation will use its best efforts to ensure that the use of the Registration Statement or related prospectus may be resumed as promptly as is practicable. The Corporation shall be entitled to exercise its right under this Section to suspend the availability of a Registration Statement, for a period not to exceed 45 calendar days (which need not be consecutive days) in any 12-month period. (vi) C. All the information and statements to be contained in the Registration Statement (and each amendment or supplement thereto), will, at the respective dates of filing thereof, disclose all material facts relating to the Corporation and the Registrable Securities and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (provided that this representation is not intended to extend to information and statements included in reliance upon and in conformity with information furnished to the Corporation by or on behalf of the Agents or any of the Purchasers Subscriber specifically for use therein);. (vii) D. Neither the Registration Statement nor any amendment or supplement thereto will contain a misrepresentation (provided that this representation is not intended to extend to information and statements included in reliance upon and in conformity with information furnished to the Corporation by or on behalf of the Agents Subscriber specifically for use therein);. (viii) E. The Registration Statement (and each amendment or supplement thereto), will comply in all material respects with the applicable requirements of U.S. Securities Laws; andthe securities laws of the United States. (ix) F. The Corporation recognizes that it is fundamental to the Purchasers Subscriber that the resale of the Registrable Securities be registered in the United States under the Registration Statement so that the Registrable Securities may will be transferred without tradable in the United States resale restrictions without the necessity of the holder thereof filing a prospectus or effecting the trade in a manner which falls within one of the various private placement exemptions or exemptions from registration under applicable securities legislation or subject to any statutory or regulatory hold periods or trade restrictions in the United States (provided such trade is not by an “affiliate” as defined in Rule 144). The Corporation acknowledges that it is for this reason that the Corporation has agreed to use its commercially reasonable best efforts to ensure that the Registration Statement is to be filed with the SEC in the United States within the time periods contemplated by this Agreement. G. The filing of the Registration Statement (or any amendment or supplement thereto) with the SEC shall constitute the representation and warranty of the Corporation to the Subscriber that, at the time of such delivery or filing, as the case may be: 1. such documents contain disclosure of all material facts relating to the Corporation and the Common Shares and Registrable Securities, and no material facts have been omitted therefrom which are necessary to make the statements therein not misleading in light of the circumstances in which they are made; 2. such documents contain no misrepresentations; and 3. such documents comply in all material respects with the securities laws in the United States; provided, however, that the foregoing representations and warranties will not apply with respect to information and statements contained in the Registration Statement or misrepresentations with respect thereto or omissions therefrom which relate solely to the Subscriber or information provided by the Subscriber.