Common use of Canadian Legends Clause in Contracts

Canadian Legends. The Purchaser acknowledges that the Securities are not being qualified pursuant to a prospectus for distribution to the public in Canada under applicable Canadian securities laws and are not freely tradeable in any Province or Territory of Canada. Any certificate representing the Securities (if issued prior to the day that is four (4) months and one(1) day after the Closing Date) will bear, or if such Securities are entered into a direct registration or other electronic book-entry system then the Purchaser acknowledges notice of such Securities being subject to, the legend set forth below until the day that is four months and a one day after the Closing Date: UNLESS PERMITTED UNDER APPLICABLE SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY IN CANADA BEFORE [INSERT THE DATE THAT IS 4 MONTHS AND A DAY FROM THE CLOSING DATE]. In addition, the certificates representing the Shares, and if issued before the day that is four (4) months and one (1) day after the Closing Date, the Warrant Shares, will bear the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF THE TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON THE TSX. Notwithstanding anything herein to the contrary, the terms of this Agreement and the Warrants require the Company to deliver the Shares and Warrant Shares at the Closing or upon exercise of the Warrants via the DWAC system and accordingly such Shares and Warrant Shares will have no restrictions on resale on any facilities of the U.S. Trading Market The Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplated hereby.

Canadian Legends. The Purchaser acknowledges that the Securities are not being qualified pursuant to a prospectus for distribution to the public in Canada under applicable Canadian securities laws and are not freely tradeable in any Province or Territory of Canada. Any certificate representing the Securities Shares, the Warrants and the Warrant Shares (if issued prior to the day that is four (4) months and one(1) one day after the Closing Date) will bear, or if such Securities Shares, Warrants and Warrant Shares are entered into a direct registration or other electronic book-entry system then the Purchaser acknowledges notice of such Securities being subject to, the legend set forth below until the day that is four months and a one day after the Closing Date: UNLESS PERMITTED UNDER APPLICABLE SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY IN CANADA BEFORE [INSERT THE DATE THAT IS 4 MONTHS AND A DAY FROM THE CLOSING DATE]NOVEMBER 18, 2019. In addition, the certificates representing the Shares, and if issued before the day that is four (4) months and one (1) day after the Closing Date, the Warrant Shares, will bear the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF THE TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON THE TSX. Notwithstanding anything herein to the contrary, the terms of this Agreement and the Warrants Warrant require the Company to deliver the Shares and Warrant Shares Shares, at the Closing or upon exercise of the Warrants via the DWAC system and accordingly such Shares and Warrant Shares Securities will have no restrictions on resale on any facilities of the U.S. Trading Market The Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplated herebyMarket.

Canadian Legends. The Purchaser acknowledges that Until the Securities are not being qualified pursuant to a prospectus for distribution to the public in Canada under applicable Canadian securities laws and are not freely tradeable in any Province or Territory of Canada. Any certificate representing the Securities (if issued prior to the day that is four (4) months and one(1) day after the Closing Date) will bear, or if such Securities are entered into a direct registration or other electronic book-entry system then the Purchaser acknowledges notice of such Securities being subject to, the legend set forth below until the day date that is four months and a one day after following the Closing Datedate hereof, this Warrant and all Warrant Shares issued upon exercise of this Warrant shall be stamped or imprinted with a legend in substantially the following form: “UNLESS PERMITTED UNDER APPLICABLE CANADIAN PROVINCIAL SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY IN CANADA BEFORE [INSERT THE DATE THAT IS 4 MONTHS AND A DAY FROM THE CLOSING DATE]. In additionAPRIL 7, 2017.” Until the certificates representing the Shares, and if issued before the day date that is four (4) months and one (1) day after following the Closing Datedate hereof, the all Warrant Shares, will bear Shares issued upon exercise of this Warrant shall be stamped or imprinted with a legend in substantially the following legendform: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (THE “TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF THE TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “‘GOOD DELIVERY” ’ IN SETTLEMENT OF TRANSACTIONS ON THE TSX. Notwithstanding anything herein to .” In the contrary, the terms of event that this Agreement and the Warrants require the Company to deliver the Shares and Warrant or any Warrant Shares at the Closing or issued upon exercise of this Warrant are included in a direct registration or other electronic book entry system, or if the Warrants via Holder does not directly receive a certificate representing the DWAC system and accordingly such Shares and Warrant Shares will have no restrictions on resale on any facilities Shares, the Company has hereby provided the Holder with written notice pursuant to section 2.5(2)(3.1) of the U.S. Trading Market The Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modifyNational Instrument 45-102 – Resale of Securities that: “UNLESS PERMITTED UNDER APPLICABLE CANADIAN PROVINCIAL SECURITIES LEGISLATION, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplated herebyTHE HOLDER OF COMMON SHARES MUST NOT TRADE] THE COMMON SHARES BEFORE APRIL 7, 2017.”

Canadian Legends. The Purchaser acknowledges that the Securities are not being qualified pursuant to a prospectus for distribution to the public in Canada under applicable Canadian securities laws and are not freely tradeable in any Province or Territory of Canada. Any certificate representing the Securities Shares, the Warrants and the Warrant Shares (if issued prior to the day that is four (4) months and one(1) one day after the Closing Date) will bear, or if such Securities Shares, Warrants and Warrant Shares are entered into a direct registration or other electronic book-entry system then the Purchaser acknowledges notice of such Securities being subject to, the legend set forth below until the day that is four months and a one day after the Closing Date: UNLESS PERMITTED UNDER APPLICABLE SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY IN CANADA BEFORE [INSERT THE DATE THAT IS 4 MONTHS AND A DAY FROM THE CLOSING DATE]DECEMBER 1, 2020. In addition, the certificates representing the Shares, and if issued before the day that is four (4) months and one (1) day after the Closing Date, the Warrant Shares, will bear the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF THE TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON THE TSX. Notwithstanding anything herein to the contrary, the terms of this Agreement and the Warrants Warrant require the Company to deliver the Shares and Warrant Shares Shares, at the Closing or upon exercise of the Warrants via the DWAC system and accordingly such Shares and Warrant Shares Securities will have no restrictions on resale on any facilities of the U.S. Trading Market The Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplated herebyMarket.

Canadian Legends. The Purchaser acknowledges that the Securities are not being qualified pursuant to a prospectus for distribution to the public in Canada under applicable Canadian securities laws and are not freely tradeable in any Province or Territory of Canada. Any certificate representing the Securities Shares, the Warrants and the Warrant Shares (if issued prior to the day that is four (4) months and one(1) one day after the Closing Date) will bear, or if such Securities Shares, Warrants and Warrant Shares are entered into a direct registration or other electronic book-entry system then the Purchaser acknowledges notice of such Securities being subject to, the legend set forth below until the day that is four months and a one day after the Closing Date: UNLESS PERMITTED UNDER APPLICABLE SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY IN CANADA BEFORE [INSERT THE DATE THAT IS 4 MONTHS AND A DAY FROM THE CLOSING DATE]AUGUST 24, 2020. In addition, the certificates representing the Shares, and if issued before the day that is four (4) months and one (1) day after the Closing Date, the Warrant Shares, will bear the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF THE TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON THE TSX. Notwithstanding anything herein to the contrary, the terms of this Agreement and the Warrants Warrant require the Company to deliver the Shares and Warrant Shares Shares, at the Closing or upon exercise of the Warrants via the DWAC system and accordingly such Shares and Warrant Shares Securities will have no restrictions on resale on any facilities of the U.S. Trading Market The Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplated herebyMarket.

Canadian Legends. The Purchaser acknowledges that Until the Securities are not being qualified pursuant to a prospectus for distribution to the public in Canada under applicable Canadian securities laws and are not freely tradeable in any Province or Territory of Canada. Any certificate representing the Securities (if issued prior to the day that is four (4) months and one(1) day after the Closing Date) will bear, or if such Securities are entered into a direct registration or other electronic book-entry system then the Purchaser acknowledges notice of such Securities being subject to, the legend set forth below until the day date that is four months and a one day after following the Closing Datedate hereof, this Warrant and all Warrant Shares issued upon exercise of this Warrant shall be stamped or imprinted with a legend in substantially the following form: "UNLESS PERMITTED UNDER APPLICABLE CANADIAN PROVINCIAL SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY IN CANADA BEFORE [INSERT THE DATE THAT IS 4 MONTHS AND A DAY FROM THE CLOSING DATE]. In additionAPRIL 7, 2017." Until the certificates representing the Shares, and if issued before the day date that is four (4) months and one (1) day after following the Closing Datedate hereof, the all Warrant Shares, will bear Shares issued upon exercise of this Warrant shall be stamped or imprinted with a legend in substantially the following legendform: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“THE "TSX”"); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF THE TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “'GOOD DELIVERY” ' IN SETTLEMENT OF TRANSACTIONS ON THE TSX. Notwithstanding anything herein to ." In the contrary, the terms of event that this Agreement and the Warrants require the Company to deliver the Shares and Warrant or any Warrant Shares at the Closing or issued upon exercise of this Warrant are included in a direct registration or other electronic book entry system, or if the Warrants via Holder does not directly receive a certificate representing the DWAC system and accordingly such Shares and Warrant Shares will have no restrictions on resale on any facilities Shares, the Company has hereby provided the Holder with written notice pursuant to section 2.5(2)(3.1) of the U.S. Trading Market The Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modifyNational Instrument 45-102 - Resale of Securities that: "UNLESS PERMITTED UNDER APPLICABLE CANADIAN PROVINCIAL SECURITIES LEGISLATION, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplated herebyTHE HOLDER OF COMMON SHARES MUST NOT TRADE] THE COMMON SHARES BEFORE APRIL 7, 2017." (c)

Canadian Legends. (i) The Purchaser acknowledges that the Securities are not being qualified pursuant to a prospectus for distribution to the public in Canada under applicable Canadian securities laws and are not freely tradeable in any Province or Territory of Canada. Any certificate representing the Securities (if issued prior to the day that is four (4) months and one(1) day after the Closing Date) will bear, or if such Securities are entered into a direct registration or other electronic book-entry system then accounts maintained by the Purchaser acknowledges notice Company's transfer agent representing the Purchased Common Shares and the Conversion Shares, except as set forth below, shall bear restrictive legends in substantially the following form (and a stop-transfer order may be placed against transfer of such Securities being subject to, the legend set forth below until the day that is four months and a one day after the Closing Date: bearing such legends): "UNLESS PERMITTED UNDER APPLICABLE CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY IN CANADA BEFORE [INSERT THE DATE THAT IS 4 FOUR MONTHS AND A DAY FROM AFTER THE CLOSING DISTRIBUTION DATE]. In addition." "The securities represented by this certificate are listed on the Toronto Stock Exchange ("TSX"); however, the said securities cannot be traded through the facilities of TSX since they are not freely transferable, and consequently any certificate representing such securities is not "good delivery" in settlement of transactions on TSX." (ii) The share certificates representing the Series A Preferred Shares, except as set forth below, shall bear a restrictive legend in substantially the following form: "UNLESS PERMITTED UNDER APPLICABLE CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [THE DATE THAT IS FOUR MONTHS AND A DAY AFTER THE DISTRIBUTION DATE]." (iii) The Securities may not be sold or otherwise disposed of in Canada for a period of four months and one day from the Closing Date and the legends set forth above may not be removed prior to such time unless a statutory exemption is available or a discretionary order is obtained from the British Columbia Securities Commission allowing the earlier resale thereof, and may be subject to additional resale restrictions if issued before such sale or other disposition would be a "control distribution", as that term is defined in NI 45-102. Notwithstanding the day foregoing, the Company shall, or shall use commercially reasonable efforts to cause the Transfer Agent to, remove the legends set forth above and the Company shall issue a certificate without such legend to the holder of the Securities in connection with any resale which occurs after the date that is four (4) months and one (1) day after from the Closing Date, the Warrant Shares, will bear the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF THE TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON THE TSX. Notwithstanding anything herein to the contrary, the terms of this Agreement and the Warrants require the Company to deliver the Shares and Warrant Shares at the Closing or upon exercise of the Warrants via the DWAC system and accordingly such Shares and Warrant Shares will have no restrictions on resale on any facilities of the U.S. Trading Market The Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplated hereby.

Canadian Legends. The Purchaser acknowledges that the Securities are not being qualified pursuant to a prospectus for distribution to the public in Canada under applicable Canadian securities laws and are not freely tradeable in any Province or Territory of Canada. Any certificate representing the Securities Shares, the Warrants and the Warrant Shares (if issued prior to the day that is four (4) months and one(1) one day after the Closing Date) will bear, or if such Securities Shares, Warrants and Warrant Shares are entered into a direct registration or other electronic book-entry system then the Purchaser acknowledges notice of such Securities being subject to, the legend set forth below until the day that is four months and a one day after the Closing Date: UNLESS PERMITTED UNDER APPLICABLE SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY IN CANADA BEFORE [INSERT THE DATE THAT IS 4 MONTHS AND A DAY FROM THE CLOSING DATE]SEPTEMBER 7, 2016. In addition, the certificates representing the Shares, and if issued before the day that is four (4) months and one (1) day after the Closing Date, the Warrant Shares, will bear the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF THE TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON THE TSX. Notwithstanding anything herein to the contrary, the terms of this Agreement and the Warrants Warrant require the Company to deliver the Shares and Warrant Shares Shares, at the Closing or upon exercise of the Warrants via the DWAC system and accordingly such Shares and Warrant Shares Securities will have no restrictions on resale on any facilities of the U.S. Trading Market The Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplated herebyMarket.