Underwriters may terminate their obligations under the Underwriting Agreement by notice given by the representatives to the Company if after the execution and delivery of the Underwriting
Agreement and prior to the Closing Date (i) trading generally shall have been suspended or materially limited on, or by, as the case may be, any of the NYSE, the NYSE American, the Nasdaq or the TSX, (ii) trading of any securities of the
Company shall have been suspended on the NYSE or TSX, (iii) a material disruption in securities settlement, payment or clearance services in the United States or Canada shall have occurred, (iv) any moratorium on commercial banking
activities shall have been declared by U.S. Federal or New York State or Canadian authorities or (v) there shall have occurred any outbreak or escalation of hostilities, or any change in financial markets, currency exchange rates or controls or
any calamity or crisis that, in the representatives reasonable judgment, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in the representatives reasonable judgment,
impracticable or inadvisable to proceed with the offer, sale or delivery of the Units on the terms and in the manner contemplated in this Prospectus Supplement. The Underwriters are, however, obligated to take up and pay for all of the Units if any
Units are purchased under the Underwriting Agreement.
Subject to the terms of the Underwriting Agreement, the Company has also agreed to indemnify
the Underwriters and their respective directors, officers, employees and agents against certain liabilities, including civil liabilities under Canadian and United States securities legislation, or to contribute to any payments the Underwriters may
be required to make in respect thereof. The Underwriters, as principals, conditionally offer the Units qualified under this Prospectus Supplement and the Shelf Prospectus, subject to prior sale, when, as and if delivered to and accepted by them,
subject to approval of legal matters by their counsel, including the validity of the Units, and other conditions contained in the Underwriting Agreement, such as the receipt by the Underwriters of officers certificates and legal opinions. The
Underwriters reserve the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part.
Pursuant to the Underwriting
Agreement, the Company has agreed that until the date that is 90 days following the date of the Underwriting Agreement (the Restricted Period), it will not, and will not publicly disclose any intention to, without the prior
written consent of B. Riley, subject to certain exceptions: (i) issue, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase,
lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares, or (ii) enter into any swap or other arrangement that transfers to
another, in whole or in part, any of the economic consequences of ownership of the Common Shares, or, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares, or such other securities, in
cash or otherwise, (iii) file any registration statement with the SEC or prospectus with any Canadian securities regulatory authority relating to the offering of any Common Shares or any securities convertible into or exercisable or
exchangeable for Common Shares. The exceptions include: (a) the Units (including the Unit Shares and Warrants comprising the Units) (and any Additional Securities) to be sold in the Offering and issuance of Warrant Shares (and any Additional
Warrant Shares) upon the exercise of Warrants; (b) the issuance of incentive compensation or equity (including the Common Shares), including convertible, exchangeable, exercisable, other derivative equity securities or any instrument
representing a right to receive any equity securities (including Common Shares) under the existing Incentive Plans of the Company, as such plans may be amended or restated, (c) any Common Shares issued pursuant to any existing non-employee director stock plan or dividend reinvestment plan of the Company, (d) the issuance of any Common Shares upon the exercise of any option or warrant, or the conversion or exchange of any convertible
or exchangeable securities outstanding as of the date of the Underwriting Agreement, (e) the filing of any registration statement relating to securities (including Common Shares) granted or to be granted pursuant to the existing Incentive Plans of
the Company (including those assumed by the Company or its subsidiaries in a transaction contemplated in (f)), (f) Common Shares, or other securities issued in connection with an acquisition or a transaction that includes a commercial relationship
(including joint ventures, collaborations, partnership or other strategic acquisitions, but excluding stock options, by the Company or any of its subsidiaries); provided certain conditions are met, including that (i) the aggregate amount of
Common Shares (the Transaction Shares) issued in connection with such transactions, not taking into account Common Shares issuable in connection with transactions disclosed by the Company prior to the date of the
Underwriting Agreement in respect of which a definitive agreement has been entered into as of the date of the Underwriting Agreement (which shall not constitute Transaction Shares),
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