EX-99.5 6 exhibit99-5.htm EXHIBIT 99.5

UNDERTAKING

To: | British Columbia Securities Commission
| Alberta Securities Commission
| Financial and Consumer Affairs Authority of Saskatchewan
| The Manitoba Securities Commission
| Ontario Securities Commission
| Autorité des marchés financiers
| New Brunswick Financial and Consumer Services Commission
| Nova Scotia Securities Commission
| Office of the Superintendent of Securities, Prince Edward Island
| Office of the Superintendent of Securities, Service Newfoundland and Labrador
| Office of the Superintendent of Securities, Northwest Territories
| Office of the Yukon Superintendent of Securities
| Nunavut Securities Office
| (collectively, the "Securities Regulators")
Re: | Short Form Base Shelf Prospectus (the "Prospectus") dated December 7, 2021 of Electrovaya Inc. (the "Corporation")
| Section 7.1 of National Instrument 44-102 - Shelf Distributions
| Section 4.2(a)(x) and (x.1) of National Instrument 44-101 - Short Form Prospectus Distributions

The Corporation undertakes to the Securities Regulators that the Corporation will file, in respect of any offering of securities under the Prospectus and a supplement thereto: (i) the trust indenture in respect of an offering of debt securities ("Debt Indenture"); (ii) the warrant indenture or agreement in respect of an offering of warrants ("Warrant Indenture"); or (iii) the subscription receipt agreement in respect of an offering of subscription receipts ("Subscription Receipt Agreement"), with the Securities Regulators promptly and in any event no later than seven days after the execution of the Debt Indenture, Warrant Indenture and/or Subscription Receipt Agreement in respect of any offering of the applicable securities under the Prospectus and a supplement thereto.

DATED this 7th day of December, 2021.

| ELECTROVAYA INC.
| By: | "Sankar Das Gupta"
|  | Name: Sankar Das Gupta
|  | Title: President & Chief Executive Officer