Common use of Acknowledgement of Canadian Resale Restrictions Clause in Contracts

Acknowledgement of Canadian Resale Restrictions. The Lender acknowledges and agrees that the Company is an “OTC reporting issuer” as that term is defined in MI 51-105, and that the Securities will be, issued and sold pursuant to exemptions from the prospectus requirements of applicable Canadian securities laws. The Lender further acknowledges and agrees that the Securities may not be traded in or from a jurisdiction in Canada unless such trade is made in accordance with the provisions of MI 51-105, the Lender will, and will cause its Affiliates to, comply with such conditions in making any trade of the Securities in or from a jurisdiction in Canada and the Company will refuse to register any transfer of the Securities made in connection with a trade of the Securities in or from a jurisdiction in Canada and not made in accordance with the provisions of MI 51-105. Notwithstanding the generality of the forgoing, as of the date hereof, MI 51-105 generally provides that the Securities may not be traded in or from a jurisdiction in Canada unless the following conditions have been met: (a) A four month period has passed from the later of (i) the date that the Company distributed the Securities, and (ii) the date the Securities were distributed by a control person of the Company; (b) If the person trading the Securities is a control person of the Company, such person has held the Securities for at least 6 months; (c) The number of Securities that the person proposes to trade, plus the number of securities of the same class that such person has traded in the preceding 12 months, does not exceed 5% of the Company’s outstanding securities of the same class; (d) The trade is made through an investment dealer registered in a jurisdiction in Canada; (e) The investment dealer executes the trade through any of the over-the-counter markets in the United States; (f) There has been no unusual effort made to prepare the market or create a demand for the Securities; (i) No extraordinary commission or other consideration is paid to a person for the trade; (g) If the person trading the Securities is an insider of the Company, the person reasonably believes that the Company is not in default of securities legislation; and (h) All certificates representing the Securities bear the Canadian restrictive legend set out in Section 13(1) of MI 51-105.

Acknowledgement of Canadian Resale Restrictions. The Lender Inventor acknowledges and agrees that the Company is an “OTC reporting issuer” as that term is defined in MI 51-105, and that the Securities Released Share will be, issued and sold pursuant to exemptions from the prospectus requirements of applicable Canadian securities laws. The Lender Inventor further acknowledges and agrees that the Securities Released Shares may not be traded in or from a jurisdiction in Canada unless such trade is made in accordance with the provisions of MI 51-105, the Lender will, and Inventor will cause its Affiliates to, comply with such conditions in making any trade of the Securities Released Shares in or from a jurisdiction in Canada and the Company will refuse to register any transfer of the Securities Released Shares made in connection with a trade of the Securities Released Shares in or from a jurisdiction in Canada and not made in accordance with the provisions of MI 51-105. Notwithstanding the generality of the forgoing, as of the date hereof, MI 51-105 generally provides that the Securities Released Shares may not be traded in or from a jurisdiction in Canada unless the following conditions have been met: (a) A four month period has passed from the later of (i) the date that the Company distributed the SecuritiesReleased Shares, and (ii) the date the Securities Released Shares were distributed by a control person of the Company; (b) If the person trading the Securities Released Shares is a control person of the Company, such person has held the Securities Released Shares for at least 6 months; (c) The number of Securities Released Shares that the person proposes to trade, plus the number of securities of the same class that such person has traded in the preceding 12 months, does not exceed 5% of the Company’s outstanding securities of the same class; (d) The trade is made through an investment dealer registered in a jurisdiction in Canada; (e) The investment dealer executes the trade through any of the over-the-counter markets in the United States; (f) There has been no unusual effort made to prepare the market or create a demand for the SecuritiesReleased Shares; (ig) No extraordinary commission or other consideration is paid to a person for the trade; (gh) If the person trading the Securities Released Shares is an insider of the Company, the person reasonably believes that the Company is not in default of securities legislation; and (hi) All certificates representing the Securities Released Shares bear the Canadian restrictive legend set out in Section 13(1) of MI 51-105.