Common use of Representations as to Offering Documents Clause in Contracts

Representations as to Offering Documents. Filing and delivery to the Underwriters in accordance with this Agreement of any Offering Document shall constitute a representation and warranty by the Corporation to the Underwriters that, as at their respective dates, dates of filing and dates of delivery: (a) the information and statements (except information and statements relating solely to the Underwriters, which have been provided by the Underwriters to the Corporation in writing specifically for use in any of the Offering Documents (collectively, “Underwriters’ Information”)) contained in such Offering Documents are true and correct and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation and the Units as required to be disclosed therein by applicable Canadian Securities Laws; (b) no material fact or information has been omitted from such disclosure (except for Underwriters’ Information) that is required to be stated in such disclosure or that is necessary to make a statement contained in such disclosure not misleading in the light of the circumstances under which it was made; (c) if applicable, the information and statements (except for Underwriters’ Information) contained in the Preliminary U.S. Placement Memorandum or the U.S. Placement Memorandum, as applicable, including, without limitation, the documents incorporated or deemed to be incorporated by reference therein, do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the information presented and the statements made, in the light of the circumstances under which they were presented or made, not misleading, within the meaning of the U.S. Securities Laws; and (d) except with respect to any Underwriters’ Information, such documents comply in all material respects with the requirements of Canadian Securities Laws (including Canadian Securities Administrators Staff Notice 51-352 – Issuers with U.S. Marijuana-Related Activities) and any applicable U.S. Securities Laws. Such filings shall also constitute the Corporation's consent to the Underwriters’ use of the Preliminary Prospectus, the Prospectus and any Supplementary Material in connection with the distribution of the Units in the Qualifying Jurisdictions in compliance with this Agreement and Canadian Securities Laws and, if applicable, the use of the Preliminary U.S. Placement Memorandum and the U.S. Placement Memorandum for offers and sales of the Units in the United States, or to or for the account or benefit of, persons within the United States or U.S. Persons pursuant to Rule 144A.

Representations as to Offering Documents. (a) Filing and delivery to the Underwriters in accordance with this Agreement of any Offering Document shall constitute a representation and warranty by the Corporation to the Underwriters that, as at their respective dates, dates of filing and dates of delivery: (ai) the information and statements Offering Documents (except information and statements relating solely to the Underwriters, which have been provided by the Underwriters to the Corporation through the Lead Underwriter in writing specifically for use in any of the Offering Documents (collectively, “Underwriters’ Information”)) contained in such Offering Documents are true and correct and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation and the Units Debentures as required to be disclosed therein by applicable Canadian Securities Laws; (bii) no material fact or information has been omitted from such disclosure (except for Underwriters’ Information) that is required to be stated in such disclosure or that is necessary to make a statement contained in such disclosure not misleading in the light of the circumstances under which it was made; (c) if applicable, the information and statements (except for Underwriters’ Information) contained in the Preliminary U.S. Placement Memorandum or the U.S. Placement Memorandum, as applicable, including, without limitation, the documents incorporated or deemed to be incorporated by reference therein, Offering Documents do not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the information presented and the statements madetherein, in the light of the circumstances under which they were presented or made, not misleading, within the meaning of the U.S. Securities Lawsmisleading (except for Underwriters’ Information); and (diii) except with respect to any Underwriters’ Information, such documents comply in all material respects with the applicable requirements of Canadian Securities Laws (including Canadian Securities Administrators Staff Notice 51-352 – Issuers with U.S. Marijuana-Related Activities) and any applicable U.S. Securities Laws. Such filings shall also constitute the Corporation's ’s consent to the Underwriters’ use of the Preliminary Prospectus, the Prospectus, the U.S. Preliminary Prospectus, the U.S. Prospectus and any Supplementary Material in connection with the distribution of the Units Debentures in the Qualifying Jurisdictions and the United States, as applicable, in compliance with this Agreement and Canadian applicable Securities Laws Laws. (b) The Corporation represents and warrants to and agrees with each of the Underwriters that: (i) at the Effective Time, the Registration Statement did, and on the date it was first filed and on the Closing Date ) and, if applicablethe Over-Allotment Option is exercised, at the Closing Time of the Over-Allotment Option), the use U.S. Prospectus did and will conform in all material respects to the requirements of the Preliminary U.S. Placement Memorandum Securities Act and the Trust Indenture Act; on the date each was first filed, the U.S. Base Prospectus did and U.S. Prospectus will, and on the Closing Date each will, conform in all material respects with the applicable requirements of the rules and regulations of the SEC; the Registration Statement, as of the Effective Time, and the date and time that this Agreement is executed and delivered by the parties hereto, did not 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, and the U.S. Placement Memorandum for offers Preliminary Prospectus as of its filing date, and sales the date hereof, complies in all material respects with the requirements of the Units U.S. Securities Act, and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the United Statescircumstances under which they were made, not misleading; and the U.S. Prospectus will not, as of its date and as of the Closing Date, and as of the Closing Time of the Over-Allotment Option contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or for necessary to make the account statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or benefit ofomissions made in reliance upon and in conformity with any Underwriters’ Information; (ii) prior to the execution of this Agreement, persons the Corporation has not, directly or indirectly, offered or sold any Debentures by means of any “prospectus” (within the United States meaning of the U.S. Securities Act) or used any “prospectus” (within the meaning of the U.S. Persons Securities Act) in connection with the offer or sale of the Debentures, in each case other than the Preliminary Prospectus, the Prospectus, the U.S. Preliminary Prospectus, the U.S. Prospectus and the Permitted Free Writing Prospectuses, if any; the Corporation has not, directly or indirectly, prepared, used or referred to any Permitted Free Writing Prospectus except in compliance with Rules 164 and 433 under the U.S. Securities Act; assuming that such Permitted Free Writing Prospectus is accompanied or preceded by the U.S. Preliminary Prospectus or the U.S. Prospectus, as the case may be, and that such Permitted Free Writing Prospectus is so sent or given after the Registration Statement was filed with the SEC (and after such Permitted Free Writing Prospectus was, if required pursuant to Rule 144A.433(d) under the U.S. Securities Act, filed with the SEC), the sending or giving, by any Underwriter, of any Permitted Free Writing Prospectus will satisfy the provisions of Rule 164 and Rule 433 (without reliance on subsections (b), (c) and (d) of Rule 164); the U.S. Preliminary Prospectus is a prospectus that, other than by reason of Rule 433 or Rule 431 under the U.S. Securities Act, satisfies the requirements of Section 10 of the U.S. Securities Act; neither the Corporation nor the Underwriters are disqualified, by reason of subsection (f) or (g) of Rule 164 under the U.S. Securities Act, from using, in connection with the offer and sale of the Debentures, “free writing prospectuses” (as defined in Rule 405 under the U.S. Securities Act) pursuant to Rules 164 and 433 under the U.S. Securities Act; the Corporation is not an “ineligible issuer” (as defined in Rule 405 under the U.S. Securities Act) as of the eligibility determination date for purposes of Rules 164 and 433 under the U.S. Securities Act with respect to the offering of the Debentures contemplated by the Registration Statement, without taking into account any determination by the SEC pursuant to Rule 405 under the U.S. Securities Act that it is not necessary under the circumstances that the Corporation be considered an “ineligible issuer”; and (iii) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the U.S. Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the SEC’s rules and guidelines applicable thereto.

Representations as to Offering Documents. Filing and delivery to the Underwriters in accordance with this Agreement of any Offering Document shall constitute a representation and warranty by the Corporation to the Underwriters that, as at their respective dates, dates of filing and dates of delivery: (a) the information and statements (except information and statements relating solely to the Underwriters, which have been provided by the Underwriters to the Corporation in writing specifically for use in any of the Offering Documents (collectively, “Underwriters’ Information”)) contained in such Offering Documents are true and correct and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation and the Units as required to be disclosed therein by applicable Canadian Securities Laws; (b) no material fact or information has been omitted from such disclosure (except for Underwriters’ Information) that is required to be stated in such disclosure or that is necessary to make a statement contained in such disclosure not misleading in the light of the circumstances under which it was made; (c) if applicable, the information and statements (except for Underwriters’ Information) contained in the Preliminary U.S. Placement Memorandum or the U.S. Placement Memorandum, as applicable, including, without limitation, the documents incorporated or deemed to be incorporated by reference therein, do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the information presented and the statements made, in the light of the circumstances under which they were presented or made, not misleading, within the meaning of the U.S. Securities Laws; and (d) except with respect to any Underwriters’ Information, such documents comply in all material respects with the requirements of Canadian Securities Laws (including Canadian Securities Administrators Staff Notice 51-352 – Issuers with U.S. Marijuana-Related Activities) and any the applicable U.S. Securities Laws. Such filings shall also constitute the Corporation's consent to the Underwriters’ use of the Preliminary Prospectus, the Prospectus and any Supplementary Material in connection with the distribution of the Units in the Qualifying Jurisdictions in compliance with this Agreement and Canadian Securities Laws and, if applicable, and the use of the Preliminary U.S. Placement Memorandum and the U.S. Placement Memorandum for offers and sales of the Units in the United States, States or to or for the account or benefit of, persons within of a U.S. Person or a person in the United States or U.S. Persons pursuant to Rule 144A.

Representations as to Offering Documents. Filing and delivery to the Underwriters Agent in accordance with this Agreement of any Offering Document shall constitute a representation and warranty by the Corporation to the Underwriters Agent that, as at their respective dates, dates of filing and dates of delivery: (ai) all the information and statements (except information and statements relating solely to the UnderwritersAgent, which have been provided by the Underwriters Agent to the Corporation in writing specifically for use in any of the Offering Documents (collectively, “Underwriters’ Agent’s Information”)) contained and incorporated by reference in such Offering Documents are true true, correct and correct complete and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation Corporation, the Special Warrants and the Units as required to be disclosed therein (i) by applicable Canadian Securities LawsLaws of the Qualifying Jurisdictions; and (ii) applicable U.S. Securities Laws with respect to the Registration Statement and the U.S. Prospectus; (bii) no material fact or information has been omitted from such disclosure (except for Underwriters’ Agent’s Information) that is required to be stated in such disclosure or that is necessary to make a statement contained in such disclosure not misleading in the light of the circumstances under which it was made; (c) if applicable, the information and statements (except for Underwriters’ Information) contained in the Preliminary U.S. Placement Memorandum or the U.S. Placement Memorandum, as applicable, including, without limitation, the documents incorporated or deemed to be incorporated by reference therein, do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the information presented and the statements made, in the light of the circumstances under which they were presented or made, not misleading, within the meaning of the U.S. Securities Laws; and (diii) except with respect to any Underwriters’ Agent’s Information, such documents comply in all material respects with the requirements of Canadian Securities Laws (including Canadian Securities Administrators Staff Notice 51-352 – Issuers and, in the case of the Registration Statement and the U.S. Prospectus, with U.S. Marijuana-Related Activities) and any applicable U.S. Securities Laws). Such filings shall also constitute the Corporation's ’s consent to the Underwriters’ Agent’s use of the Preliminary Prospectus, the Prospectus and any Supplementary Material Offering Documents in connection with the distribution of the Common Shares and Warrants comprising the Units in the Qualifying Jurisdictions in compliance with this Agreement and Canadian Securities Laws and, if applicable, the use of the Preliminary U.S. Placement Memorandum and the U.S. Placement Memorandum for offers and sales of the Units in the United States, or to or for the account or benefit of, persons within the United States or U.S. Persons pursuant to Rule 144A.Laws.

Representations as to Offering Documents. Filing (1) Delivery of the Prospectus and delivery to the Underwriters in accordance with this Agreement of any Offering Document Supplementary Material, as the case may be, shall constitute constitute, a representation and warranty by the Corporation Company to the Underwriters that, Agents that as at of their respective dates, dates of filing and dates of delivery: (a) all information and statements contained in the Base Prospectus, including all documents incorporated by reference therein, are, and all information and statements (except information and statements relating solely to the Underwriters, which have been provided and furnished by the Underwriters to the Corporation in writing Agents specifically for use in any of the Offering Documents (collectively, “Underwriters’ Information”)inclusion therein) contained in such Offering Documents are the Prospectus Supplement and in any Supplementary Material, including all documents incorporated by reference therein, will be true and correct in all material respects and contain contained, or will contain, no misrepresentation and constitute constituted, or will constitute, full, true and plain disclosure of all material facts Material Facts relating to the Corporation Company and its Subsidiaries, taken as a whole, and the Units as required to be disclosed therein by applicable Canadian Securities LawsOffering and the Offered Securities; (b) no material fact Material Fact or information has been or will be omitted from such disclosure (except for Underwriters’ Informationthat no representation or warranty is given regarding facts or information relating solely to the Agents) that was or is required to be stated in such disclosure or that was or is necessary to make a statement the statements or information contained in such disclosure not misleading in the light of the circumstances under which it was made; (c) if applicable, the information and statements (except for Underwriters’ Information) contained in the Preliminary U.S. Placement Memorandum or the U.S. Placement Memorandum, as applicable, including, without limitation, the documents incorporated or deemed to be incorporated by reference therein, do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the information presented and the statements made, in the light of the circumstances under which they were presented or will be made; (c) except as set forth in the Offering Documents, not misleading, within there has been no Material Change since the meaning end of the U.S. Securities Lawsperiod covered by the Financial Statements; and (d) except with respect to any Underwriters’ Information, such documents the Offering Documents comply in all material respects fully with the requirements of Canadian Securities Laws (including Canadian Securities Administrators Staff Notice 51-352 – Issuers with U.S. Marijuana-Related Activities) and any applicable U.S. the Securities Laws. . (2) Such filings deliveries shall also constitute the Corporation's Company’s consent to the UnderwritersAgents’ use of the Preliminary Prospectus, the Prospectus and any Supplementary Material in connection with subject Offering Documents for the distribution of the Offered Units in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws and, if applicable, the use of the Preliminary U.S. Placement Memorandum and the U.S. Placement Memorandum for offers and sales of the Units in the United States, or to or for the account or benefit of, persons within the United States or U.S. Persons pursuant to Rule 144A.Laws.

Representations as to Offering Documents. Filing and delivery Delivery of the Final Prospectus, any amendment to the Underwriters in accordance with this Agreement of any Offering Document shall constitute a representation and warranty by the Corporation Final Prospectus to the Underwriters that, as at their respective dates, dates of filing and dates of deliveryAgents shall constitute: (a) a representation and warranty to the Agents by the Investment Manager that as at the date of such documents, as the case may be, all IM Information (as defined herein) contained therein is true and correct in all material respects and contains no misrepresentation or alleged misrepresentation; provided that for the purposes of the IM Information in this Agreement statements which are expressed as the Investment Manager’s view or belief are true and correct statements of such views or beliefs as of the date of the Final Prospectus, any amendment to the Final Prospectus in which the statements are included and are not unqualified statements of fact; and (b) a joint and several representation and warranty to the Agents by the Corporation and the Manager that as at the date of such documents, as the case may be, (a) all information and statements (except information and statements relating solely to the Underwriters, which have been and provided by the Underwriters to Agents) and the Corporation in writing specifically for use in any of the Offering Documents (collectivelyIM Information, “Underwriters’ Information”)) contained in such Offering Documents therein are true and correct in all material respects and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation Corporation, the Manager and the Units as required to be disclosed therein by applicable Canadian Securities Laws; Offered Units; (b) no material fact or information has been omitted from such disclosure (except for Underwriters’ Informationfacts or information relating solely to the Agents) that which is required to be stated in such disclosure or that is necessary to make a statement the information contained in such disclosure not misleading in the light of the circumstances under which it was made; ; and (c) if applicable, the information and statements (except for Underwriters’ Information) contained in the Preliminary U.S. Placement Memorandum or the U.S. Placement Memorandum, as applicable, including, without limitation, the documents incorporated or deemed to be incorporated by reference therein, do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the information presented and the statements made, in the light of the circumstances under which they were presented or made, not misleading, within the meaning of the U.S. Securities Laws; and (d) except with respect to any Underwriters’ InformationIM Information and information and statements relating solely to the Agents, such documents comply in all material respects with the requirements of Canadian Securities Laws (including Canadian Securities Administrators Staff Notice 51-352 – Issuers with U.S. Marijuana-Related Activities) and any applicable U.S. Applicable Securities Laws. Such filings deliveries shall also constitute the Corporation's ’s consent to the Underwriters’ use by the Agents and any Selling Firm of the Preliminary Final Prospectus, any amendment to the Final Prospectus and any Supplementary Material in connection with the distribution Distribution of the Offered Units in the Qualifying Jurisdictions in compliance with this Agreement and Canadian Applicable Securities Laws Laws. For the purposes of this Agreement, “IM Information” shall be limited to all disclosure, information and statements furnished by or relating to the Investment Manager under the following headings in the Final Prospectus: (i) “Investment Strategy”; (ii) “Investment Strategy – Short Selling”; (iii) “Organization and Management Details of the Corporation - The Investment Manager”; and (iv) “Organization and Management Details of the Corporation - Investment Management Agreement”, and, if applicablein each case, any related disclosure in the use “Prospectus Summary” and on the face page of the Preliminary U.S. Placement Memorandum and the U.S. Placement Memorandum for offers and sales of the Units in the United States, or to or for the account or benefit of, persons within the United States or U.S. Persons pursuant to Rule 144A.Final Prospectus.