Common use of The Prospectus Clause in Contracts

The Prospectus. (a) Alignvest shall, in consultation with Sagicor and its advisors, as promptly as reasonably practicable, prepare and file the Prospectus with the TSX and the OSC or any other applicable securities regulators, in accordance with Part X of the TSX Company Manual (pertaining to SPACs), as the same was varied by the TSX, as reflected in the Final IPO Prospectus. Sagicor further agrees to provide such assistance as may be reasonably required in connection with the preparation of the Prospectus, and Alignvest agrees that all information relating to Sagicor or its Subsidiaries in the Prospectus, including the financial statements referred to in Section 2.05(b), must be in a form and content satisfactory to Sagicor, acting reasonably. (b) Sagicor shall provide Alignvest and its auditor access to and the opportunity to review all financial statements and financial information of Sagicor, and to the extent such information is in Sagicor’s possession, Scotia Jamaica and Scotia Trinidad, that is required in connection with the preparation of the Prospectus. 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. Sagicor further agrees to provide such financial information and assistance 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. (c) The Parties shall cooperate with one another in connection with the preparation and filing of the Prospectus and shall use their commercially reasonable efforts to obtain approval of the TSX and a receipt for Alignvest’s final Prospectus from the 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) The Parties shall jointly seek to ensure that the Prospectus complies in all material respects with applicable Law, does not contain any Misrepresentation (except that Alignvest shall not be responsible for any information or financial statements relating to 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 (i) information or financial statements other than information or financial statements relating to Sagicor or its Subsidiaries that was approved for inclusion therein by Sagicor, acting reasonably, or (ii) information or financial statements not relating to Sagicor or its Subsidiaries), and is in a form satisfactory to the TSX and to the Alignvest Securities Authorities in order to obtain a receipt from the Alignvest Securities Authorities in respect thereof. (e) Alignvest shall give Sagicor and its auditors and legal counsel a reasonable opportunity to review and comment on drafts of the Prospectus and other related documents, and shall give reasonable consideration to any comments made by Sagicor and its auditors and legal counsel 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 shall, subject to obtaining TSX clearance and receipt of Alignvest’s final Prospectus from the Alignvest Securities Authorities, cause the Prospectus to be filed on SEDAR (and sent to each Alignvest Shareholder) as required by applicable Law.

The Prospectus. (a) Alignvest shallBuyer and the SPAC will, in consultation with Sagicor the Company and its advisors, as promptly as reasonably practicable, prepare and file the Prospectus with the TSX NEO Exchange and the OSC Ontario Securities Commission or any other applicable securities regulatorsSPAC Securities Authorities, in accordance with Part X of the TSX Company Manual NEO Exchange listing manual (pertaining as pertains to SPACsspecial purpose acquisition corporations), as the same was varied by the TSXNEO Exchange, as reflected in the Final IPO Prospectus. Sagicor further agrees to The Company will provide such assistance at its sole cost, as may be reasonably required in connection with the preparation of the Prospectus, and Alignvest agrees Buyer and the SPAC agree that all information relating to Sagicor or its Subsidiaries the Company in the Prospectus, including the financial statements referred to in Section 2.05(b6.8(b), must will be in a form and content satisfactory to Sagicorthe Company and the SPAC, acting reasonably. (b) Sagicor shall The Company will provide Alignvest Buyer and its auditor the SPAC and their auditors access to and the opportunity to review all financial statements and financial information of Sagicor, and to the extent such information is in Sagicor’s possession, Scotia Jamaica and Scotia Trinidad, Acquired Companies that is required in connection with the preparation of the Prospectus. Sagicor The Company 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. Sagicor 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) The Parties shall cooperate with one another in connection with Buyer and the preparation and filing of the Prospectus and shall SPAC will use their commercially reasonable efforts to obtain approval of the TSX NEO Exchange and a receipt for Alignvestthe SPAC’s final Prospectus from the Alignvest 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. 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) The Parties shall Buyer and the SPAC will jointly seek to ensure that the Prospectus complies in all material respects with applicable Law, Law and does not contain any Misrepresentation misrepresentation (except that Alignvest shall the SPAC and the Buyer will not be responsible for any information or financial statements relating to Sagicor the Acquired Companies). If any Party becomes aware of any information that should be disclosed in an amendment or its Subsidiaries that was approved for inclusion therein by Sagicorsupplement to the Prospectus, acting reasonably, and, for greater certainty, Sagicor shall not be responsible for any then (i) information or financial statements such Party shall promptly inform the other than information or financial statements relating to Sagicor or its Subsidiaries that was approved for inclusion therein by SagicorParties thereof, acting reasonably, or (ii) information the Parties shall prepare and mutually agree (such agreement not to be unreasonably withheld, conditioned or financial statements not relating to Sagicor delayed) upon an amendment or its Subsidiaries), and is in a form satisfactory supplement to the TSX and Prospectus to the Alignvest 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 Authorities in order to obtain a receipt from the Alignvest Commission or any other applicable SPAC Securities Authorities in respect thereofAuthority. (e) Alignvest shall Buyer and the SPAC will give Sagicor 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 shall will give reasonable consideration to any comments made by Sagicor the Company and its auditors and legal counsel and agrees that all information relating to Sagicor included in the Prospectus must be in a form and content satisfactory to Sagicor, acting reasonablycounsel, and shallwill, subject to obtaining TSX clearance the NEO Exchange and receipt of Alignvest’s final Prospectus from the Alignvest SPAC Securities AuthoritiesAuthorities clearance, cause the Prospectus to be filed on SEDAR (and sent to each Alignvest SPAC Shareholder) as required by applicable Law.

The Prospectus. (a) Alignvest shall, in consultation Subversive represents that it has submitted a draft of the preliminary prospectus to the OSC on a confidential basis and that it has provided SC Vessel with Sagicor 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 TSX Exchange and the OSC or any other applicable securities regulatorsSubversive Securities Authorities, in accordance with Part X of the TSX Company Exchange Listing Manual (pertaining to SPACs), as the same was varied . SC Vessel shall provide to Subversive in writing all necessary information concerning SC Vessel reasonably requested by the TSX, as reflected Subversive that is required by Law to be included in the Final IPO Prospectus. Sagicor further agrees to provide such assistance as may be reasonably required in connection with the preparation of the Prospectus, and Alignvest Subversive agrees that all information relating to Sagicor SC Vessel or its Subsidiaries securityholders, directors, officers and employees in the Prospectus, including prior to filing of the financial statements referred to in Section 2.05(b), Prospectus must be in a form and content satisfactory to SagicorSC Vessel, acting reasonably.. Table of Contents (b) Sagicor shall provide Alignvest and its auditor access to and the opportunity to review all financial statements and financial information of Sagicor, and to the extent such information is in Sagicor’s possession, Scotia Jamaica and Scotia Trinidad, that is required in connection with the preparation of the Prospectus. 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. Sagicor further agrees to provide such financial information and assistance 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. (c) The Parties shall cooperate with one another in connection with the preparation and filing of the Prospectus and shall use their commercially reasonable efforts to obtain the approval of the TSX Exchange and a receipt for AlignvestSubversive’s final Prospectus from the Alignvest 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 AlignvestSubversive, Sagicor 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 TSX Exchange and/or Alignvest Securities Laws to complete and deliver such forms in a timely manner. (dc) The Parties Subversive shall jointly seek to ensure that the Prospectus complies in all material respects with applicable Law, does not contain any Misrepresentation misrepresentation (except that Alignvest Subversive shall not be responsible for any information or financial statements relating to Sagicor SC Vessel, ▇▇▇▇▇▇, LCV or its Subsidiaries that was approved for inclusion therein by Sagicor, acting reasonably, and, for greater certainty, Sagicor shall not be responsible for any their respective Affiliates (i) information or financial statements other than information or financial statements relating to Sagicor or its Subsidiaries that was approved for inclusion therein by Sagicor, acting reasonably, or (ii) information or financial statements not relating to Sagicor or its Subsidiariesincluding OG Enterprises and OG Branding)), and is in a form satisfactory to the TSX Exchange and to the Alignvest Subversive Securities Authorities in order to obtain a receipt from the Alignvest Subversive Securities Authorities in respect thereof. (ed) Alignvest shall give Sagicor and its auditors and legal counsel a reasonable opportunity to review and comment on drafts of the Prospectus and other related documents, and shall give reasonable consideration to any comments made by Sagicor and its auditors and legal counsel 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 Subversive shall, subject to obtaining TSX Exchange clearance and a receipt of Alignvestfor Subversive’s final Prospectus from the Alignvest Subversive Securities Authorities, cause the final Prospectus to be filed on SEDAR (and sent to each Alignvest Subversive Shareholder) as required by applicable Law. (e) ▇▇▇▇▇▇ 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) Alignvest CGGC shall, in consultation with Sagicor Col-Care and its advisors, as promptly as reasonably practicable, prepare and file the Prospectus with the TSX Exchange and the OSC or any other applicable securities regulatorsand the CGGC Securities Authorities, in accordance with Part X of the TSX Company Exchange Listing Manual (pertaining to SPACs), as the same was varied by the TSX, ) as reflected in the Final IPO Prospectus. Sagicor Col-Care further agrees to provide such assistance as may be reasonably required in connection with the preparation of the Prospectus, and Alignvest CGGC agrees that all information relating to Sagicor Col- Care or its Subsidiaries in the Prospectus, including the financial statements referred to in Section 2.05(b2.04(b), must be in a form and content satisfactory to SagicorCol-Care, acting reasonably. (b) Sagicor Col-Care shall provide Alignvest CGGC and its auditor access to and the opportunity to review all financial statements and financial information of Sagicor, and to the extent such information is in Sagicor’s possession, Scotia Jamaica and Scotia Trinidad, Col-Care that is required in connection with the preparation of the ProspectusProspectus (including the Col-Care Financial Statements). Sagicor 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 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. Sagicor Col-Care further agrees to provide such financial information and assistance 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. (c) The Parties shall cooperate with one another in connection with the preparation and filing of the Prospectus and shall use their commercially reasonable efforts to obtain the approval of the TSX Exchange and a receipt for AlignvestCGGC’s final Prospectus from the Alignvest 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 AlignvestCGGC, Sagicor 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 TSX Exchange and/or Alignvest Securities Laws to complete and deliver such forms in a timely manner. (d) The Parties shall jointly seek to ensure that the Prospectus complies in all material respects with applicable Law, does not contain any Misrepresentation (except that Alignvest CGGC shall not be responsible for any information or financial statements relating to Sagicor Col-Care or its Subsidiaries that was approved for inclusion therein by SagicorCol-Care, acting reasonably, and, for greater certainty, Sagicor shall not be responsible for any (i) information or financial statements other than information or financial statements relating to Sagicor or its Subsidiaries that was approved for inclusion therein by Sagicor, acting reasonably, or (ii) information or financial statements not relating to Sagicor or its Subsidiaries), and is in a form satisfactory to the TSX Exchange and to the Alignvest CGGC Securities Authorities in order to obtain a receipt from the Alignvest CGGC Securities Authorities in respect thereof. (e) Alignvest CGGC shall give Sagicor 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 shall give reasonable consideration to any comments made by Sagicor Col-Care and its auditors and legal counsel and agrees that all information relating to Sagicor Col-Care included in the Prospectus must be in a form and content satisfactory to SagicorCol-Care, acting reasonably, and shall, subject to obtaining TSX Exchange clearance and receipt of AlignvestCGGC’s final Prospectus from the Alignvest CGGC Securities Authorities, cause the Prospectus to be filed on SEDAR (and sent to each Alignvest CGGC Shareholder) as required by applicable Law.

The Prospectus. If at any time when a prospectus relating to the Securities is (aor, but for the exception afforded by Rule 172 of the 1933 Act Regulations (“Rule 172”), would be) Alignvest shallrequired by the 1933 Act to be delivered in connection with sales of the Securities, any event shall occur or condition shall exist as a result of which it is necessary, in consultation with Sagicor and its advisorsthe opinion of counsel for the Underwriters or for the Company, as promptly as reasonably practicableto (i) amend the Registration Statement in order that the Registration Statement will not include 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, prepare and file (ii) amend or supplement the General Disclosure Package or the Prospectus with in order that the TSX and General Disclosure Package or the OSC or any other applicable securities regulators, in accordance with Part X of the TSX Company Manual (pertaining to SPACs)Prospectus, as the same was varied by case may be, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the TSXstatements therein not misleading in the light of the circumstances existing at the time it is delivered to a purchaser or (iii) amend the Registration Statement or amend or supplement the General Disclosure Package or the Prospectus, as reflected the case may be, in order to comply with the Final IPO Prospectus. Sagicor further agrees to provide requirements of the 1933 Act or the 1933 Act Regulations, the Company will promptly (A) give the Representatives notice of such assistance event, (B) prepare any amendment or supplement as may be reasonably required in connection necessary to correct such statement or omission or to make the Registration Statement, the General Disclosure Package or the Prospectus comply with such requirements and, a reasonable amount of time prior to any proposed filing or use, furnish the preparation of the Prospectus, and Alignvest agrees that all information relating to Sagicor or its Subsidiaries in the Prospectus, including the financial statements referred to in Section 2.05(b), must be in a form and content satisfactory to Sagicor, acting reasonably. (b) Sagicor shall provide Alignvest and its auditor access to and the opportunity to review all financial statements and financial information of Sagicor, and to the extent such information is in Sagicor’s possession, Scotia Jamaica and Scotia Trinidad, that is required in connection Representatives with the preparation of the Prospectus. Sagicor hereby: (i) consents to the inclusion copies of any such financial statements in amendment or supplement and (C) file with the ProspectusCommission any such amendment or supplement; provided that the Company shall not file or use any such amendment or supplement to which the Representatives or counsel for the Underwriters shall reasonably object. The Company will furnish to the Underwriters such number of copies of such amendment or supplement as the Underwriters may reasonably request. The Company has given the Representatives notice of any filings made pursuant to the 1934 Act or the 1934 Act Regulations within 48 hours prior to the Applicable Time; the Company will give the Representatives notice of its intention to make any such filing from the Applicable Time to the Closing Time and will furnish the Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing, as the case may be, and (ii) agrees will not file or use any such document to provide appropriate signatures where required and to obtain any necessary consents from any of its auditors (and to which the extent practicable Representatives or counsel for 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. Sagicor further agrees to provide such financial information and assistance as may be Underwriters shall 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 Prospectusobject. (c) The Parties shall cooperate with one another in connection with the preparation and filing of the Prospectus and shall use their commercially reasonable efforts to obtain approval of the TSX and a receipt for Alignvest’s final Prospectus from the 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) The Parties shall jointly seek to ensure that the Prospectus complies in all material respects with applicable Law, does not contain any Misrepresentation (except that Alignvest shall not be responsible for any information or financial statements relating to 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 (i) information or financial statements other than information or financial statements relating to Sagicor or its Subsidiaries that was approved for inclusion therein by Sagicor, acting reasonably, or (ii) information or financial statements not relating to Sagicor or its Subsidiaries), and is in a form satisfactory to the TSX and to the Alignvest Securities Authorities in order to obtain a receipt from the Alignvest Securities Authorities in respect thereof. (e) Alignvest shall give Sagicor and its auditors and legal counsel a reasonable opportunity to review and comment on drafts of the Prospectus and other related documents, and shall give reasonable consideration to any comments made by Sagicor and its auditors and legal counsel 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 shall, subject to obtaining TSX clearance and receipt of Alignvest’s final Prospectus from the Alignvest Securities Authorities, cause the Prospectus to be filed on SEDAR (and sent to each Alignvest Shareholder) as required by applicable Law.

The Prospectus. If at any time when a prospectus relating to the Securities is (aor, but for the exception afforded by Rule 172 of the 1933 Act Regulations (“Rule 172”), would be) Alignvest shallrequired by the 1933 Act to be delivered in connection with sales of the Securities, any event shall occur or condition shall exist as a result of which it is necessary, in consultation with Sagicor and its advisorsthe opinion of counsel for the Underwriters or for the Company, as promptly as reasonably practicableto (i) amend the Registration Statement in order that the Registration Statement will not include 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, prepare and file (ii) amend or supplement the General Disclosure Package or the Prospectus with in order that the TSX and General Disclosure Package or the OSC or any other applicable securities regulators, in accordance with Part X of the TSX Company Manual (pertaining to SPACs)Prospectus, as the same was varied by case may be, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the TSXstatements therein not misleading in the light of the circumstances existing at the time it is delivered to a purchaser or (iii) amend the Registration Statement or amend or supplement the General Disclosure Package or the Prospectus, as reflected the case may be, in order to comply with the Final IPO Prospectus. Sagicor further agrees to provide requirements of the 1933 Act or the 1933 Act Regulations, the Company will promptly (A) give the Representatives notice of such assistance event, (B) prepare any amendment or supplement as may be reasonably required in connection necessary to correct such statement or omission or to make the Registration Statement, the General Disclosure Package or the Prospectus comply with such requirements and, a reasonable amount of time prior to any proposed filing or use, furnish the preparation of the Prospectus, and Alignvest agrees that all information relating to Sagicor or its Subsidiaries in the Prospectus, including the financial statements referred to in Section 2.05(b), must be in a form and content satisfactory to Sagicor, acting reasonably. (b) Sagicor shall provide Alignvest and its auditor access to and the opportunity to review all financial statements and financial information of Sagicor, and to the extent such information is in Sagicor’s possession, Scotia Jamaica and Scotia Trinidad, that is required in connection Representatives with the preparation of the Prospectus. Sagicor hereby: (i) consents to the inclusion copies of any such financial statements in amendment or supplement and (C) file with the ProspectusCommission any such amendment or supplement; provided that the Company shall not file or use any such amendment or supplement to which the Representatives or counsel for the Underwriters shall object. The Company will furnish to the Underwriters such number of copies of such amendment or supplement as the Underwriters may reasonably request. The Company will give the Representatives notice of its intention to make any such filing from the Applicable Time to the Closing Time and will furnish the Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing, as the case may be, and will not file or use any such document to which the Representatives or counsel for the Underwriters shall reasonably object (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. Sagicor further agrees to provide such financial information and assistance 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. (c) The Parties shall cooperate with one another in connection with the preparation and filing of the Prospectus and shall use their commercially reasonable efforts to obtain approval of the TSX and than a receipt for Alignvest’s final Prospectus from the 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) The Parties shall jointly seek to ensure document that the Prospectus complies Company believes in all material respects with applicable Lawgood faith, does not contain any Misrepresentation (except that Alignvest shall not be responsible for any information or financial statements relating to Sagicor or its Subsidiaries that was approved for inclusion therein by Sagicorbased on advice of counsel, acting reasonably, and, for greater certainty, Sagicor shall not be responsible for any (i) information or financial statements other than information or financial statements relating to Sagicor or its Subsidiaries that was approved for inclusion therein by Sagicor, acting reasonably, or (ii) information or financial statements not relating to Sagicor or its Subsidiaries), and it is in a form satisfactory to the TSX and to the Alignvest Securities Authorities in order to obtain a receipt from the Alignvest Securities Authorities in respect thereof. (e) Alignvest shall give Sagicor and its auditors and legal counsel a reasonable opportunity to review and comment on drafts of the Prospectus and other related documents, and shall give reasonable consideration to any comments made by Sagicor and its auditors and legal counsel 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 shall, subject to obtaining TSX clearance and receipt of Alignvest’s final Prospectus from the Alignvest Securities Authorities, cause the Prospectus to be filed on SEDAR (and sent to each Alignvest Shareholder) as required by applicable Lawlaw to file).