Common use of Compliance with Securities Act and 10b-5 Representation Clause in Contracts

Compliance with Securities Act and 10b-5 Representation. (i) Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective (including each deemed effective date with respect to the Underwriters pursuant to Rule 430B or otherwise under the Securities Act) complied and will comply in all material respects with the requirements of the Securities Act and the Securities Act Regulations. The Company was at the time of the filing of the Registration Statement eligible to use Form S-3. The Company is currently eligible to use Form S-3 under the Securities Act and it meets the transaction requirements with respect to the aggregate market value of Securities being sold pursuant to this Offering and during the prior twelve (12) calendar months as set forth in General Instruction I.B.6 of Form S-3. Each Preliminary Prospectus and the Prospectus, at the time each was or will be filed with the Commission, complied and will comply in all material respects with the requirements of the Securities Act and the Securities Act Regulations. Each Preliminary Prospectus delivered to the Underwriters for use in connection with this Offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EXXXX, except to the extent permitted by Regulation S-T.

Compliance with Securities Act and 10b-5 Representation. (i) Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective (including each deemed effective date with respect to the Underwriters pursuant to Rule 430B or otherwise under the Securities Act) complied and will comply in all material respects with the requirements of the Securities Act and the Securities Act Regulations. The Company was at the time conditions for use of the filing of the Registration Statement eligible to use Form S-3. The Company is currently eligible to use Form S-3 under the Securities Act and it meets the transaction requirements with respect to the aggregate market value of Securities being sold pursuant to this Offering and during the prior twelve (12) calendar months as , set forth in the General Instructions thereto, including, but not limited to, General Instruction I.B.6 and other conditions related to the offer and sale of the Public Securities, have been satisfied. Pursuant to General Instruction I.B.6 of Form S-3, in no event will the Company sell securities pursuant to the Registration Statement with a value of more than one-third of the aggregate market value of its common stock held by non-affiliates in any 12-month period, so long as the aggregate market value of its common stock held by non-affiliates is less than $75,000,000. Each Preliminary Prospectus, including the Base Prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto, and the Prospectus, at the time each was or will be filed with the Commission, complied and will comply in all material respects with the requirements of the Securities Act and the Securities Act Regulations. Each Preliminary Prospectus delivered to the Underwriters for use in connection with this Offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EXXXX, except to the extent permitted by Regulation S-T.

Compliance with Securities Act and 10b-5 Representation. (i) Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective (including each deemed effective date with respect to the Underwriters pursuant to Rule 430B or otherwise under the Securities Act) ), complied and will comply in all material respects with the requirements of the Securities Act and the Securities Act Regulations. The Company was at Each Preliminary Prospectus, including the time of the filing prospectus filed as part of the Registration Statement eligible to use Form S-3. The Company is currently eligible to use Form S-3 under the Securities Act and it meets the transaction requirements with respect to the aggregate market value as originally filed or as part of Securities being sold pursuant to this Offering and during the prior twelve (12) calendar months as set forth in General Instruction I.B.6 of Form S-3. Each Preliminary Prospectus any amendment or supplement thereto, and the Prospectus, at the time each was or will be filed with the Commission, complied and will comply in all material respects with the requirements of the Securities Act and the Securities Act Regulations. The conditions for use of Form F-3, set forth in the General Instructions thereto, including, but not limited to, General Instruction I.B.1 and other conditions related to the offer and sale of the Public Securities, have been satisfied. Each Preliminary Prospectus delivered to the Underwriters for use in connection with this Offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EXXXXthe Commission’s XXXXX filing system (“XXXXX”), except to the extent permitted by Regulation S-T.T promulgated under the Securities Act (“Regulation S-T”).

Compliance with Securities Act and 10b-5 Representation. (i) Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective (including each deemed effective date with respect to the Underwriters pursuant to Rule 430B or otherwise under the Securities Act) ), complied and will comply in all material respects with the requirements of the Securities Act and the Securities Act Regulations. The Company was at conditions for use of Form S-3 set forth in the time General Instructions thereto, including but not limited to, General Instruction I.B.6 and other conditions related to the offer and sale of the filing Securities have been satisfied. Each Preliminary Prospectus, including the prospectus filed as part of the Registration Statement eligible to use Form S-3. The Company is currently eligible to use Form S-3 under the Securities Act and it meets the transaction requirements with respect to the aggregate market value as originally filed or as part of Securities being sold pursuant to this Offering and during the prior twelve (12) calendar months as set forth in General Instruction I.B.6 of Form S-3. Each Preliminary Prospectus any amendment or supplement thereto, and the Prospectus, at the time each was filed or will be filed with the Commission, complied and or will comply in all material respects with the requirements of the Securities Act and the Securities Act Regulations. Each Preliminary Prospectus delivered to the Underwriters for use in connection with this Offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EXXXX, except to the extent permitted by Regulation S-T.

Compliance with Securities Act and 10b-5 Representation. (i) Each of the Registration Statement and any post-effective amendment thereto, at the time it each part thereof became effective (including each deemed effective date with respect to the Underwriters Underwriter pursuant to Rule 430B or otherwise under the Securities Act) ), complied and will comply in all material respects with the requirements of the Securities Act and the Securities Act Regulations. The Company was at the time of the filing of the Registration Statement eligible to use Form S-3. The Except for the late Form 8-K filed on April 24, 2023, the Company is currently eligible to use Form S-3 under the Securities Act and it meets the transaction requirements with respect to the aggregate market value of Securities being sold pursuant to this Offering and during the prior twelve (12) calendar months as set forth in General Instruction I.B.6 of Form S-3. Each Preliminary Prospectus Prospectus, including the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto, and the Prospectus, at the time each was or will be filed with the Commission, complied and will comply in all material respects with the requirements of the Securities Act and the Securities Act Regulations. Each Preliminary Prospectus delivered to the Underwriters Underwriter for use in connection with this Offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EXXXXXXXXX, except to the extent permitted by Regulation S-T.

Compliance with Securities Act and 10b-5 Representation. (i) Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective (including each deemed effective date with respect to the Underwriters Underwriter pursuant to Rule 430B or otherwise under the Securities Act) complied and will comply in all material respects with the requirements of the Securities Act and the Securities Act Regulations. The Company was at conditions for use of Form S-3 set forth in the time General Instructions thereto, including but not limited to, General Instruction I.B.6 and other conditions related to the offer and sale of the filing Securities have been satisfied. Each Preliminary Prospectus, including the prospectus filed as part of the Registration Statement eligible to use Form S-3. The Company is currently eligible to use Form S-3 under the Securities Act and it meets the transaction requirements with respect to the aggregate market value as originally filed or as part of Securities being sold pursuant to this Offering and during the prior twelve (12) calendar months as set forth in General Instruction I.B.6 of Form S-3. Each Preliminary Prospectus any amendment or supplement thereto, and the Prospectus, at the time each was filed or will be filed with the Commission, at the date of this Agreement and at the Closing Date and each Option Closing Date, complied and or will comply in all material respects with the requirements of the Securities Act and the Securities Act Regulations. Each Preliminary Prospectus delivered to the Underwriters Underwriter for use in connection with this Offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EXXXXXXXXX, except to the extent permitted by Regulation S-T.

Compliance with Securities Act and 10b-5 Representation. (i) Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective (including each deemed effective date with respect to the Underwriters Underwriter pursuant to Rule 430B or otherwise under the Securities Act) ), complied and will comply in all material respects with the requirements of the Securities Act and the Securities Act Regulations. The Company was at the time of the filing of the Registration Statement eligible to use Form S-3. The Company is currently eligible to use Form S-3 under the Securities Act and it meets the transaction requirements with respect to the aggregate market value of Securities being sold pursuant to this Offering and during the prior twelve (12) calendar months as set forth in General Instruction I.B.6 of Form S-3. Each Preliminary Prospectus Prospectus, including the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto, and the Prospectus, at the time each was or will be filed with the Commission, complied and will comply in all material respects with the requirements of the Securities Act and the Securities Act Regulations. Each Preliminary Prospectus delivered to the Underwriters Underwriter for use in connection with this Offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EXXXXXXXXX, except to the extent permitted by Regulation S-T.

Compliance with Securities Act and 10b-5 Representation. (i) Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective (including each deemed effective date with respect to the Underwriters pursuant to Rule 430B or otherwise under the Securities Act) ), complied and will comply in all material respects with the requirements of the Securities Act and the Securities Act Regulations. The Company was at the time of the filing of the Registration Statement eligible to use Form S-3F-3. The Company is currently eligible to use Form S-3 F-3 under the Securities Act and it meets the transaction requirements with respect to the aggregate market value of Securities being sold pursuant to this Offering and during the prior twelve (12) calendar months as set forth in General Instruction I.B.6 I.B.5 of Form S-3F-3. Each Preliminary Prospectus Prospectus, including the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto, and the Prospectus, at the time each was or will be filed with the Commission, complied and will comply in all material respects with the requirements of the Securities Act and the Securities Act Regulations. Each Preliminary Prospectus delivered to the Underwriters for use in connection with this Offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EXXXXXXXXX, except to the extent permitted by Regulation S-T.

Compliance with Securities Act and 10b-5 Representation. (i) Each of the Registration Statement and any post-effective amendment thereto, at the time it each part thereof became effective (including each deemed effective date with respect to the Underwriters Underwriter pursuant to Rule 430B or otherwise under the Securities Act) ), complied and will comply in all material respects with the requirements of the Securities Act and the Securities Act Regulations. The Company was at the time of the filing of the Registration Statement eligible to use Form S-3F-3. The Company is currently eligible to use Form S-3 F-3 under the Securities Act and it meets the transaction requirements with respect to the aggregate market value of Securities being sold pursuant to this Offering and during the prior twelve (12) calendar months as set forth in General Instruction I.B.6 I.B.5 of Form S-3F-3. Each Preliminary Prospectus Prospectus, including the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto, and the Prospectus, at the time each was or will be filed with the Commission, complied and will comply in all material respects with the requirements of the Securities Act and the Securities Act Regulations. Each Preliminary Prospectus delivered to the Underwriters Underwriter for use in connection with this Offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EXXXX, except to the extent permitted by Regulation S-T.

Compliance with Securities Act and 10b-5 Representation. (i) Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective (including each deemed effective date with respect to the Underwriters pursuant to Rule 430B or otherwise under the Securities Act) complied and will comply in all material respects with the requirements of the Securities Act and the Securities Act Regulations. The Company was at conditions for use of Form S-3, set forth in the time General Instructions thereto, including, but not limited to, General Instruction I.B.6 and other conditions related to the offer and sale of the filing of the Registration Statement eligible to use Form S-3Public Securities, have been satisfied. The Company is currently eligible to use Form S-3 under the Securities Act and it meets the transaction requirements with respect to the aggregate market value of the outstanding voting and non-voting common equity (as defined in Rule 405 of the Securities being sold Act Regulations) of the Company held by persons other than affiliates of the Company (pursuant to Rule 144 of the Securities Act Regulations, those that directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under common control with, the Company) (the “Non-Affiliate Shares”), was equal to $36,815,330 (calculated by multiplying (x) the highest price at which the common equity of the Company closed on the Exchange (as defined below) within 60 days of the date of this Offering and during Agreement times (y) the prior twelve (12) calendar months as set forth in General Instruction I.B.6 number of Form S-3Non-Affiliate Shares). Each Preliminary Prospectus and the Prospectus, at the time each was or will be filed with the Commission, complied and will comply in all material respects with the requirements of the Securities Act and the Securities Act Regulations. Each Preliminary Prospectus delivered to the Underwriters for use in connection with this Offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EXXXXXXXXX, except to the extent permitted by Regulation S-T.

Compliance with Securities Act and 10b-5 Representation. (i) Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective (including each deemed effective date with respect to the Underwriters pursuant to Rule 430B or otherwise under the Securities Act) complied and will comply in all material respects with the requirements of the Securities Act and the Securities Act Regulations. The Company was at conditions for use of Form F-3, set forth in the time General Instructions thereto, including, but not limited to, General Instruction I.B.5 and other conditions related to the offer and sale of the filing Public Securities, have been satisfied. Pursuant to General Instruction I.B.5 of Form F-3, in no event will the Company sell securities pursuant to the Registration Statement eligible to use Form S-3. The Company is currently eligible to use Form S-3 under the Securities Act and it meets the transaction requirements with respect to a value of more than one-third of the aggregate market value of Securities being sold pursuant to this Offering and during the prior twelve (Company's Common Shares held by non-affiliates in any 12) calendar months -month period, so long as set forth in General Instruction I.B.6 the aggregate market value of Form S-3the Company's Common Shares held by non-affiliates is less than $75,000,000. Each Preliminary Prospectus and the Prospectus, at the time each was or will be filed with the Commission, complied and will comply in all material respects with the requirements of the Securities Act and the Securities Act Regulations. Each Preliminary Prospectus delivered to the Underwriters for use in connection with this Offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EXXXX, except to the extent permitted by Regulation S-T.

Compliance with Securities Act and 10b-5 Representation. (i) Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective (including each deemed effective date with respect to the Underwriters Underwriter pursuant to Rule 430B or otherwise under the Securities Act) complied and will comply in all material respects with the requirements of the Securities Act and the Securities Act Regulations. The Company was at conditions for use of Form S-3 set forth in the time General Instructions thereto, including but not limited to, General Instruction I.B.6 and other conditions related to the offer and sale of the filing Securities have been satisfied. Each Preliminary Prospectus, including the prospectus filed as part of the Registration Statement eligible to use Form S-3. The Company is currently eligible to use Form S-3 under the Securities Act and it meets the transaction requirements with respect to the aggregate market value as originally filed or as part of Securities being sold pursuant to this Offering and during the prior twelve (12) calendar months as set forth in General Instruction I.B.6 of Form S-3. Each Preliminary Prospectus any amendment or supplement thereto, and the Prospectus, at the time each was filed or will be filed with the Commission, at the date of this Agreement and at the Closing Date and each Option Closing Date, complied and or will comply in all material respects with the requirements of the Securities Act and the Securities Act Regulations. Each Preliminary Prospectus delivered to the Underwriters Underwriter for use in connection with this Offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EXXXX, except to the extent permitted by Regulation S-T.