Common use of The Prospectus Clause in Contracts

The Prospectus. (a) Buyer and the SPAC will, in consultation with the Company and its advisors, as promptly as reasonably practicable, prepare and file the Prospectus with the NEO Exchange and the Ontario Securities Commission or any other applicable SPAC Securities Authorities, in accordance with the NEO Exchange listing manual (as pertains to special purpose acquisition corporations), as the same was varied by the NEO Exchange, as reflected in the Final IPO Prospectus. The Company will provide such assistance at its sole cost, as may be reasonably required in connection with the preparation of the Prospectus, and Buyer and the SPAC agree that all information relating to the Company in the Prospectus, including the financial statements referred to in Section 6.8(b), will be in form and content satisfactory to the Company and the SPAC, acting reasonably. (b) The Company will provide Buyer and the SPAC and their auditors access to and the opportunity to review all financial statements and financial information of the Acquired Companies that is required in connection with the preparation of the Prospectus. The Company hereby: (i) consents to the inclusion of any such financial statements in the Prospectus, and (ii) agrees to obtain any necessary consents from any of its auditors and any other advisors to the use of any financial or other expert information required to be included in the Prospectus. The Company further agrees to provide such financial information and assistance at its sole cost, as may be reasonably required in connection with any pre-filing or exemptive relief application in respect of disclosure in the Prospectus and in connection with the preparation of any pro-forma financial statements for inclusion in the Prospectus. The Sellers will certify to the SPAC that all information and statements related to the Acquired Companies will be at the date the information and statements are provided, and will be at the proposed date of filing of the preliminary and final Prospectus, true and correct, contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Acquired Companies as required by applicable SPAC Securities Laws and no material fact or information will have been omitted from such disclosure which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they are made. (c) Buyer and the SPAC will use their commercially reasonable efforts to obtain approval of the NEO Exchange and a receipt for the SPAC’s final Prospectus from the SPAC Securities Authorities, including providing or submitting on a timely basis all documentation and information that is reasonably required or advisable in connection with obtaining such approvals. (d) Buyer and the SPAC will jointly seek to ensure that the Prospectus complies in all material respects with applicable Law and does not contain any misrepresentation (except that the SPAC and the Buyer will not be responsible for any information or financial statements relating to the Acquired Companies). If any Party becomes aware of any information that should be disclosed in an amendment or supplement to the Prospectus, then (i) such Party shall promptly inform the other Parties thereof, (ii) the Parties shall prepare and mutually agree (such agreement not to be unreasonably withheld, conditioned or delayed) upon an amendment or supplement to the Prospectus to the extent required by Law; and (iii) Buyer and SPAC shall file such mutually agreed upon amendment or supplement with the NEO Exchange and the Ontario Securities Commission or any other applicable SPAC Securities Authority. (e) Buyer and the SPAC will give the Company and its auditors and legal counsel a reasonable opportunity to review and comment on drafts of the Prospectus and other related documents, and will give reasonable consideration to any comments made by the Company and its auditors and legal counsel, and will, subject to obtaining the NEO Exchange and the SPAC Securities Authorities clearance, cause the Prospectus to be filed on SEDAR (and sent to each SPAC Shareholder) as required by applicable Law.

The Prospectus. (a) Buyer and the SPAC willAlignvest shall, in consultation with the Company Sagicor and its advisors, as promptly as reasonably practicable, prepare and file the Prospectus with the NEO Exchange TSX and the Ontario Securities Commission OSC or any other applicable SPAC Securities Authoritiessecurities regulators, in accordance with Part X of the NEO Exchange listing manual TSX Company Manual (as pertains pertaining to special purpose acquisition corporationsSPACs), as the same was varied by the NEO ExchangeTSX, as reflected in the Final IPO Prospectus. The Company will Sagicor further agrees to provide such assistance at its sole cost, as may be reasonably required in connection with the preparation of the Prospectus, and Buyer and the SPAC agree Alignvest agrees that all information relating to the Company Sagicor or its Subsidiaries in the Prospectus, including the financial statements referred to in Section 6.8(b2.05(b), will must be in a form and content satisfactory to the Company and the SPACSagicor, acting reasonably. (b) The Company will Sagicor shall provide Buyer Alignvest and the SPAC and their auditors its auditor access to and the opportunity to review all financial statements and financial information of Sagicor, and to the Acquired Companies extent such information is in Sagicor’s possession, Scotia Jamaica and Scotia Trinidad, that is required in connection with the preparation of the Prospectus. The Company Sagicor hereby: (i) consents to the inclusion of any such financial statements in the Prospectus, and (ii) agrees to provide appropriate signatures where required and to obtain any necessary consents from any of its auditors (and to the extent practicable the auditors of Scotia Jamaica and Scotia Trinidad) and any other advisors to the use of any financial or other expert information required to be included in the Prospectus. The Company Sagicor further agrees to provide such financial information and assistance at its sole cost, as may be reasonably required in connection with any pre-filing or exemptive relief application in respect of disclosure in the Prospectus and in connection with the preparation of any pro-forma financial statements for inclusion in the Prospectus. The Sellers will certify to the SPAC that all information and statements related to the Acquired Companies will be at the date the information and statements are provided, and will be at the proposed date of filing of the preliminary and final Prospectus, true and correct, contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Acquired Companies as required by applicable SPAC Securities Laws and no material fact or information will have been omitted from such disclosure which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they are made. (c) Buyer The Parties shall cooperate with one another in connection with the preparation and filing of the SPAC will Prospectus and shall use their commercially reasonable efforts to obtain approval of the NEO Exchange TSX and a receipt for the SPACAlignvest’s final Prospectus from the SPAC Alignvest Securities Authorities, including providing or submitting on a timely basis all documentation and information that is reasonably required or advisable in connection with obtaining such approvals. Upon request of Alignvest, Sagicor shall cause its directors and executive officers who are required or requested by a Governmental Authority to deliver personal information forms under the rules of the TSX and/or Alignvest Securities Laws to complete and deliver such forms in a timely manner. (d) Buyer and the SPAC will The Parties shall jointly seek to ensure that the Prospectus complies in all material respects with applicable Law and Law, does not contain any misrepresentation Misrepresentation (except that the SPAC and the Buyer will Alignvest shall not be responsible for any information or financial statements relating to the Acquired Companies). If Sagicor or its Subsidiaries that was approved for inclusion therein by Sagicor, acting reasonably, and, for greater certainty, Sagicor shall not be responsible for any Party becomes aware of any information that should be disclosed in an amendment or supplement to the Prospectus, then (i) such Party shall promptly inform the information or financial statements other Parties thereofthan information or financial statements relating to Sagicor or its Subsidiaries that was approved for inclusion therein by Sagicor, acting reasonably, or (ii) the Parties shall prepare information or financial statements not relating to Sagicor or its Subsidiaries), and mutually agree (such agreement not to be unreasonably withheld, conditioned or delayed) upon an amendment or supplement is in a form satisfactory to the Prospectus TSX and to the extent required by Law; and (iii) Buyer and SPAC shall file such mutually agreed upon amendment or supplement with Alignvest Securities Authorities in order to obtain a receipt from the NEO Exchange and the Ontario Alignvest Securities Commission or any other applicable SPAC Securities AuthorityAuthorities in respect thereof. (e) Buyer and the SPAC will Alignvest shall give the Company Sagicor and its auditors and legal counsel a reasonable opportunity to review and comment on drafts of the Prospectus and other related documents, and will shall give reasonable consideration to any comments made by the Company Sagicor and its auditors and legal counselcounsel and agrees that all information relating to Sagicor included in the Prospectus must be in a form and content satisfactory to Sagicor, acting reasonably, and willshall, subject to obtaining TSX clearance and receipt of Alignvest’s final Prospectus from the NEO Exchange and the SPAC Alignvest Securities Authorities clearanceAuthorities, cause the Prospectus to be filed on SEDAR (and sent to each SPAC Alignvest Shareholder) as required by applicable Law.

The Prospectus. (a) Buyer and the SPAC willSubversive shall, in consultation with the Company LCV and its advisors, as promptly as reasonably practicable, prepare and file the Prospectus with the NEO Exchange and the Ontario Securities Commission or any other applicable SPAC Subversive Securities Authorities, in accordance with the NEO Exchange listing manual Listing Manual (as pertains pertaining to special purpose acquisition corporations), as the same was varied by the NEO Exchange, SPACs) as reflected in the Final IPO Prospectus. The Company will LCV shall, and shall cause each other LCV Entity to, provide to Subversive: (a) in writing all necessary information concerning any LCV Entity that is required by applicable Securities Law to be included in the Prospectus (including the LCV Prospectus Financial Statements); and (b) such assistance at its sole cost, as may be reasonably required in connection with the preparation of the Prospectus, and Buyer and the SPAC agree . Subversive agrees that all information relating to the Company any LCV Entity in the Prospectus, including the financial statements referred to in Section 6.8(b5.09(b), will must be in a form and content satisfactory to the Company and the SPACLCV, acting reasonably. (b) The Company will LCV shall provide Buyer Subversive and the SPAC and their auditors its auditor access to and the opportunity to review all financial statements and financial information of the Acquired Companies LCV that is required in connection with the preparation of the ProspectusProspectus (including the LCV Prospectus Financial Statements). The Company LCV hereby: (i) consents to the inclusion of any such financial statements in the Prospectus, and (ii) agrees to use all commercially reasonable efforts to provide appropriate signatures where required and to obtain any necessary consents from any of its auditors and any other advisors to the use of any financial or other expert information required to be included in the Prospectus. The Company LCV further agrees to provide such financial information and assistance at its sole cost, as may be reasonably required in connection with any pre-filing or exemptive relief application in respect of disclosure in the Prospectus and in connection with the preparation of any pro-forma financial statements for inclusion in the Prospectus. The Sellers LCV will certify to the SPAC Subversive that all information and statements provided by LCV related to the Acquired Companies LCV Entities for inclusion in the preliminary Prospectus, the final Prospectus and the redemption deadline for the Subversive Class A Shares, will be at the date the information and statements are provided, and will be at the proposed date of filing of the preliminary and final Prospectus, true accurate and correct, contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Acquired Companies LCV Entities, as required to be disclosed by Subversive in the Prospectus pursuant to applicable SPAC Securities Laws and no material fact or information will have been omitted from such disclosure which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they are made. (c) Buyer The Parties (other than the Shareholders’ Representative) shall cooperate with one another in connection with the preparation and filing of the SPAC will Prospectus and shall use their commercially reasonable efforts to obtain the approval of the NEO Exchange and a receipt for the SPACSubversive’s final Prospectus from the SPAC Subversive Securities Authorities, including providing or submitting on a timely basis all documentation and information that is reasonably required or advisable in connection with obtaining such approvals. Upon the reasonable request of Subversive, LCV shall cause its directors and executive officers who are required or requested by a Governmental Authority to deliver personal information forms under the rules of the Exchange and/or Securities Laws to complete and deliver such forms in a timely manner. (d) Buyer and The Parties (other than the SPAC will Shareholders’ Representative) shall jointly seek to ensure that the Prospectus complies in all material respects with applicable Law and Securities Laws, does not contain any misrepresentation (except that the SPAC and the Buyer will Subversive shall not be responsible for any information or financial statements relating to the Acquired Companies). If any Party becomes aware of LCV Entities that was approved for inclusion therein by LCV, acting reasonably, and except that LCV shall not be responsible for any information or financial statements relating to Xxxxxx or Subversive that should be disclosed was approved for inclusion therein by Subversive or Xxxxxx, acting reasonably), and is in an amendment or supplement a form satisfactory to the Prospectus, then (i) such Party shall promptly inform the other Parties thereof, (ii) the Parties shall prepare Exchange and mutually agree (such agreement not to be unreasonably withheld, conditioned or delayed) upon an amendment or supplement to the Prospectus Subversive Securities Authorities in order to obtain a receipt from the extent required by Law; and (iii) Buyer and SPAC shall file such mutually agreed upon amendment or supplement with the NEO Exchange and the Ontario Subversive Securities Commission or any other applicable SPAC Securities AuthorityAuthorities in respect thereof. (e) Buyer and the SPAC will Subversive shall give the Company LCV and its auditors and legal counsel a reasonable opportunity to review and comment on drafts of the Prospectus and other related documents, and will shall give reasonable consideration to any comments made by the Company LCV and its auditors and legal counselcounsel and agrees that all information relating to LCV included in the Prospectus must be in a form and content satisfactory to LCV, acting reasonably, and willshall, subject to obtaining Exchange clearance and receipt of Subversive’s final Prospectus from the NEO Exchange and the SPAC Subversive Securities Authorities clearanceAuthorities, cause the Prospectus to be filed on SEDAR (and sent to each SPAC Subversive Shareholder) as required by applicable LawSecurities Laws.

The Prospectus. (a) Buyer and the SPAC willCGGC shall, in consultation with the Company Col-Care and its advisors, as promptly as reasonably practicable, prepare and file the Prospectus with the NEO Exchange and the Ontario Securities Commission or any other applicable SPAC OSC and the CGGC Securities Authorities, in accordance with the NEO Exchange listing manual Listing Manual (as pertains pertaining to special purpose acquisition corporations), as the same was varied by the NEO Exchange, SPACs) as reflected in the Final IPO Prospectus. The Company will Col-Care further agrees to provide such assistance at its sole cost, as may be reasonably required in connection with the preparation of the Prospectus, and Buyer and the SPAC agree CGGC agrees that all information relating to the Company Col- Care or its Subsidiaries in the Prospectus, including the financial statements referred to in Section 6.8(b2.04(b), will must be in a form and content satisfactory to the Company and the SPACCol-Care, acting reasonably. (b) The Company will Col-Care shall provide Buyer CGGC and the SPAC and their auditors its auditor access to and the opportunity to review all financial statements and financial information of the Acquired Companies Col-Care that is required in connection with the preparation of the ProspectusProspectus (including the Col-Care Financial Statements). The Company Col-Care hereby: (i) consents to the inclusion of any such financial statements in the Prospectus, and (ii) agrees to provide appropriate signatures where required and to obtain any necessary consents from any of its auditors and any other advisors to the use of any financial or other expert information required to be included in the Prospectus. The Company Col-Care further agrees to provide such financial information and assistance at its sole cost, as may be reasonably required in connection with any pre-filing or exemptive relief application in respect of disclosure in the Prospectus and in connection with the preparation of any pro-forma financial statements for inclusion in the Prospectus. The Sellers will certify to the SPAC that all information and statements related to the Acquired Companies will be at the date the information and statements are provided, and will be at the proposed date of filing of the preliminary and final Prospectus, true and correct, contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Acquired Companies as required by applicable SPAC Securities Laws and no material fact or information will have been omitted from such disclosure which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they are made. (c) Buyer The Parties shall cooperate with one another in connection with the preparation and filing of the SPAC will Prospectus and shall use their commercially reasonable efforts to obtain the approval of the NEO Exchange and a receipt for the SPACCGGC’s final Prospectus from the SPAC CGGC Securities Authorities, including providing or submitting on a timely basis all documentation and information that is reasonably required or advisable in connection with obtaining such approvals. Upon the reasonable request of CGGC, Col-Care shall cause its directors and executive officers who are required or requested by a Governmental Authority to deliver personal information forms under the rules of the Exchange and/or Securities Laws to complete and deliver such forms in a timely manner. (d) Buyer and the SPAC will The Parties shall jointly seek to ensure that the Prospectus complies in all material respects with applicable Law and Law, does not contain any misrepresentation Misrepresentation (except that the SPAC and the Buyer will CGGC shall not be responsible for any information or financial statements relating to the Acquired CompaniesCol-Care or its Subsidiaries that was approved for inclusion therein by Col-Care, acting reasonably). If any Party becomes aware of any information that should be disclosed , and is in an amendment or supplement a form satisfactory to the Prospectus, then (i) such Party shall promptly inform the other Parties thereof, (ii) the Parties shall prepare Exchange and mutually agree (such agreement not to be unreasonably withheld, conditioned or delayed) upon an amendment or supplement to the Prospectus CGGC Securities Authorities in order to obtain a receipt from the extent required by Law; and (iii) Buyer and SPAC shall file such mutually agreed upon amendment or supplement with the NEO Exchange and the Ontario CGGC Securities Commission or any other applicable SPAC Securities AuthorityAuthorities in respect thereof. (e) Buyer and the SPAC will CGGC shall give the Company Col-Care and its auditors and legal counsel a reasonable opportunity to review and comment on drafts of the Prospectus and other related documents, and will shall give reasonable consideration to any comments made by the Company Col-Care and its auditors and legal counselcounsel and agrees that all information relating to Col-Care included in the Prospectus must be in a form and content satisfactory to Col-Care, acting reasonably, and willshall, subject to obtaining Exchange clearance and receipt of CGGC’s final Prospectus from the NEO Exchange and the SPAC CGGC Securities Authorities clearanceAuthorities, cause the Prospectus to be filed on SEDAR (and sent to each SPAC CGGC Shareholder) as required by applicable Law.

The Prospectus. (a) Buyer Subversive represents that it has submitted a draft of the preliminary prospectus to the OSC on a confidential basis and the SPAC will, in consultation that it has provided SC Vessel with the Company copies of such draft and its advisors, as all material correspondence with OSC with respect to such filing. As promptly as reasonably practicable, practicable following the date hereof Subversive shall prepare and file the Prospectus with the NEO Exchange and the Ontario Securities Commission or any other applicable SPAC Subversive Securities Authorities, in accordance with the NEO Exchange listing manual Listing Manual (as pertains pertaining to special purpose acquisition corporationsSPACs), as the same was varied . SC Vessel shall provide to Subversive in writing all necessary information concerning SC Vessel reasonably requested by the NEO Exchange, as reflected in the Final IPO Prospectus. The Company will provide such assistance at its sole cost, as may be reasonably required in connection with the preparation of the Prospectus, and Buyer and the SPAC agree that all information relating to the Company in the Prospectus, including the financial statements referred to in Section 6.8(b), will be in form and content satisfactory to the Company and the SPAC, acting reasonably. (b) The Company will provide Buyer and the SPAC and their auditors access to and the opportunity to review all financial statements and financial information of the Acquired Companies Subversive that is required in connection with the preparation of the Prospectus. The Company hereby: (i) consents to the inclusion of any such financial statements in the Prospectus, and (ii) agrees to obtain any necessary consents from any of its auditors and any other advisors to the use of any financial or other expert information required by Law to be included in the Prospectus. The Company further Subversive agrees that all information relating to provide such financial information SC Vessel or its securityholders, directors, officers and assistance at its sole cost, as may be reasonably required in connection with any pre-filing or exemptive relief application in respect of disclosure employees in the Prospectus, prior to filing of the Prospectus must be in a form and content satisfactory to SC Vessel, acting reasonably. Table of Contents (b) The Parties shall cooperate with one another in connection with the preparation of any pro-forma financial statements for inclusion in the Prospectus. The Sellers will certify to the SPAC that all information and statements related to the Acquired Companies will be at the date the information and statements are provided, and will be at the proposed date of filing of the preliminary Prospectus and final Prospectus, true and correct, contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Acquired Companies as required by applicable SPAC Securities Laws and no material fact or information will have been omitted from such disclosure which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they are made. (c) Buyer and the SPAC will shall use their commercially reasonable efforts to obtain the approval of the NEO Exchange and a receipt for the SPACSubversive’s final Prospectus from the SPAC Subversive Securities Authorities, including providing or submitting on a timely basis all documentation and information that is reasonably required or advisable in connection with obtaining such approvals. Upon the reasonable request of Subversive, SC Vessel shall cause its directors and executive officers who are required or requested by a Governmental Authority to deliver personal information forms under the rules of the Exchange and/or Securities Laws to complete and deliver such forms in a timely manner. (dc) Buyer and the SPAC will jointly seek to Subversive shall ensure that the Prospectus complies in all material respects with applicable Law and Law, does not contain any misrepresentation (except that the SPAC and the Buyer will Subversive shall not be responsible for any information or financial statements relating to the Acquired CompaniesSC Vessel, Xxxxxx, LCV or their respective Affiliates (including OG Enterprises and OG Branding). If any Party becomes aware of any information that should be disclosed ), and is in an amendment or supplement a form satisfactory to the Prospectus, then (i) such Party shall promptly inform the other Parties thereof, (ii) the Parties shall prepare Exchange and mutually agree (such agreement not to be unreasonably withheld, conditioned or delayed) upon an amendment or supplement to the Prospectus Subversive Securities Authorities in order to obtain a receipt from the extent required by Law; and (iii) Buyer and SPAC shall file such mutually agreed upon amendment or supplement with the NEO Exchange and the Ontario Subversive Securities Commission or any other applicable SPAC Securities AuthorityAuthorities in respect thereof. (ed) Buyer and the SPAC will give the Company and its auditors and legal counsel a reasonable opportunity to review and comment on drafts of the Prospectus and other related documents, and will give reasonable consideration to any comments made by the Company and its auditors and legal counsel, and willSubversive shall, subject to obtaining Exchange clearance and a receipt for Subversive’s final Prospectus from the NEO Exchange and the SPAC Subversive Securities Authorities clearanceAuthorities, cause the final Prospectus to be filed on SEDAR (and sent to each SPAC Subversive Shareholder) as required by applicable Law. (e) Xxxxxx represents and warrants to SC Vessel and its Affiliates that all information provided by it with resect to the Prospectus is and will be upon submission true and correct in all material respects.

The Prospectus. (a) Buyer and the SPAC willSubversive shall, in consultation with the Company Xxxxxx and its advisors, as promptly as reasonably practicable, prepare and file the Prospectus with the NEO Exchange and the Ontario Securities Commission or any other applicable SPAC Subversive Securities Authorities, in accordance with the NEO Exchange listing manual Listing Manual (as pertains pertaining to special purpose acquisition corporations), as the same was varied by the NEO Exchange, SPACs) as reflected in the Final IPO Prospectus. The Company will Xxxxxx shall, and shall cause each other Xxxxxx Entity to, provide to Subversive: (a) in writing all necessary information concerning any Xxxxxx Entity that is required by Law to be included in the Prospectus (including the Xxxxxx Prospectus Financial Statements); and (b) such assistance at its sole cost, as may be reasonably required in connection with the preparation of the Prospectus, and Buyer and the SPAC agree . Subversive agrees that all information relating to the Company any Caliva Entity in the Prospectus, including the financial statements referred to in Section 6.8(b5.09(b), will must be in a form and content satisfactory to the Company and the SPACCaliva, acting reasonably. (b) The Company will Caliva shall provide Buyer Subversive and the SPAC and their auditors its auditor access to and the opportunity to review all financial statements and financial information of the Acquired Companies Caliva that is required in connection with the preparation of the ProspectusProspectus (including the Caliva Prospectus Financial Statements). The Company Caliva hereby: (i) consents to the inclusion of any such financial statements in the Prospectus, and (ii) agrees to use all commercially reasonable efforts to provide appropriate signatures where required and to obtain any necessary consents from any of its auditors and any other advisors to the use of any financial or other expert information required to be included in the Prospectus. The Company Caliva further agrees to provide such financial information and assistance at its sole cost, as may be reasonably required in connection with any pre-filing or exemptive relief application in respect of disclosure in the Prospectus and in connection with the preparation of any pro-forma financial statements for inclusion in the Prospectus. The Sellers Caliva will certify to the SPAC Subversive that all information and statements provided by Caliva related to the Acquired Companies Caliva Entities for inclusion in the preliminary Prospectus, the final Prospectus and the redemption deadline for the Subversive Class A Shares, will be at the date the information and statements are provided, and will be at the proposed date of filing of the preliminary and final Prospectus, true and correct, contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Acquired Companies Caliva Entities as required by applicable SPAC Securities Laws and no material fact or information will have been omitted from such disclosure which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they are made. (c) Buyer The Parties shall cooperate with one another in connection with the preparation and filing of the SPAC will Prospectus and shall use their commercially reasonable efforts to obtain the approval of the NEO Exchange and a receipt for the SPACSubversive’s final Prospectus from the SPAC Subversive Securities Authorities, including providing or submitting on a timely basis all documentation and information that is reasonably required or advisable in connection with obtaining such approvals. Upon the reasonable request of Subversive, Caliva shall cause its directors and executive officers who are required or requested by a Governmental Authority to deliver personal information forms under the rules of the Exchange and/or Securities Laws to complete and deliver such forms in a timely manner. (d) Buyer and the SPAC will The Parties shall jointly seek to ensure that the Prospectus complies in all material respects with applicable Law and Law, does not contain any misrepresentation (except that the SPAC and the Buyer will Subversive shall not be responsible for any information or financial statements relating to the Acquired Companies). If any Party becomes aware of Caliva Entities that was approved for inclusion therein by Caliva, acting reasonably, and except that Caliva shall not be responsible for any information or financial statements relating to LCV or Subversive that should be disclosed was approved for inclusion therein by Subversive or LCV, acting reasonably), and is in an amendment or supplement a form satisfactory to the Prospectus, then (i) such Party shall promptly inform the other Parties thereof, (ii) the Parties shall prepare Exchange and mutually agree (such agreement not to be unreasonably withheld, conditioned or delayed) upon an amendment or supplement to the Prospectus Subversive Securities Authorities in order to obtain a receipt from the extent required by Law; and (iii) Buyer and SPAC shall file such mutually agreed upon amendment or supplement with the NEO Exchange and the Ontario Subversive Securities Commission or any other applicable SPAC Securities AuthorityAuthorities in respect thereof. (e) Buyer and the SPAC will Subversive shall give the Company Caliva and its auditors and legal counsel a reasonable prior opportunity to review and comment on drafts of the Prospectus and other related documents, and will shall give reasonable consideration to any comments made by the Company Caliva and its auditors and legal counselcounsel and agrees that all information relating to Caliva included in the Prospectus must be in a form and content satisfactory to Caliva, acting reasonably, and willshall, subject to obtaining Exchange clearance and receipt of Subversive’s final Prospectus from the NEO Exchange and the SPAC Subversive Securities Authorities clearanceAuthorities, cause the Prospectus to be filed on SEDAR (and sent to each SPAC Subversive Shareholder) as required by applicable Law.