What Is an Open Market Sales Agreement

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A prospectus supplement and the accompanying prospectus in electronic form may be made available on a website managed by sales agents and sales agents may distribute the prospectus supplement and the accompanying prospectus electronically. This summary of the essential provisions of the Purchase Agreement does not purport to be a complete statement of its terms and conditions. A copy of the purchase agreement will be filed as an attachment to a recent report on Form 8-K filed under the Foreign Exchange Act and incorporated by reference into this prospectus supplement. In connection with the sale of our common shares on our behalf, commercial agents are considered “underwriters” within the meaning of the Securities Act, and the remuneration of commercial agents is considered a subscription commission or discount. We have agreed to indemnify commercial agents from certain civil liabilities, including liabilities under the Securities Act. We have also agreed to contribute to the payments that commercial agents must make in connection with these liabilities. The offer of our common shares under the Agreement of Sale will terminate on the prior date of (i) the sale of all common shares subject to the Purchase Agreement and (ii) the termination of the Purchase Agreement to the extent permitted by it. We and the commercial agents may terminate the purchase contract at any time after notice. We will prove each set of arrest warrants by means of arrest warrant certificates that we issue. Warrants may be issued under an applicable mandate agreement that we enter into with a money order agent. We will provide the name and address of the agent, if any, in the prospectus supplement with respect to the respective series of warrants offered. We may issue shares consisting of one or more of the other classes of securities described in this prospectus in any combination.

Each unit shall be issued in such a way that the holder of the unit is also the holder of each security contained in the unit. Thus, the holder of an entity has the rights and obligations of a holder of each security included. The Shares may be issued under unit agreements to be entered into between us and a unit agent, as described in the prospectus supplement in respect of the shares offered. The prospectus supplement describes: Sales of our common shares, if any, under this prospectus supplement may be made in the case of sales that are considered a “market offer” within the meaning of Rule 415(a)(4) of the Securities Act of 1933, as amended (the “Securities Act”). Commercial agents are not required to sell any particular amount of our common shares, but will act as commercial agent and use commercially reasonable efforts to sell on our behalf any common shares we sell on mutually agreed terms between commercial agents and us, in accordance with their normal selling and trading practices. There is no agreement for funds received in an escrow account, trust or similar arrangement. We have partnered with Jefferies LLC (“Jefferies”) and Piper Sandler & Co. (“Piper Sandler”) has entered into an open market sales agreement (the “Sales Agreement”) in respect of the shares of our common shares offered in this prospectus supplement and the accompanying prospectus. In accordance with the terms of the sales agreement, we may offer and sell shares of our common shares at a total offer price of up to $250,000,000 from time to time through Jefferies and Piper Sandler, who act as sales agents. Subject to certain restrictions in the Purchase Agreement and compliance with applicable laws, it is at the discretion of the Sales Agents to provide sales agents with an Investment Notice at any time during the term of the Purchase Agreement. The number of shares sold after a notice of offering is given through sales agents fluctuates due to a number of factors, including the market price of our shares during the sale period, the limits we have set with sales agents in an applicable investment notice, and the demand for our shares during the sale period.

Since the price per share of each share sold will fluctuate during this offering, it is currently not possible to predict the number of shares to be sold or the gross proceeds to be generated as part of these sales. As with other purchase transactions, the purchase of an underwriter to cover the syndicate`s short selling or to stabilize the market price of our securities may result in an increase or maintenance in the market price of our securities or a decrease in the market price of our securities. Therefore, the price of our securities may be higher than the price that might otherwise exist on the open market. The imposition of a fine could also affect the price of securities if it discourages the resale of securities. The validity of the securities offered in this prospectus is disclosed to us by Thompson Hine LLP, New York, New York. Latham & Watkins LLP, New York, New York, represents commercial agents in connection with this offer. .

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