Common use of Canadian OTC Reporting Issuer Provisions Clause in Contracts

Canadian OTC Reporting Issuer Provisions. The Holder acknowledges that the Company is an "OTC Reporting Issuer" as that term is defined in Canadian Multilateral Instrument 51-105, Issuers Quoted in the U.S. Over-the-Counter Markets ("MI 51-105"). The Holder agrees not to Trade any of the Note or the Conversion Shares from or into any jurisdiction in Canada. Notwithstanding the forgoing, if the Holder Trades any of the Note or Conversion Shares from or into any jurisdiction in Canada: (i) the Holder will comply with the requirements of applicable Canadian securities laws in completing such Trade, including, as applicable, the requirements set out in Section 13 if MI 51-105; (ii) if any of the Note or Conversion Shares are to be dealt with in a manner other than as set forth in Section 13 of MI 51-105, the Holder will return such securities and any certificates representing such Securities for endorsement of restrictive legends as set forth in MI 51-105; and (iii) the Company may refuse to register any transfer or Trade of the Note or Conversion Shares not made in compliance with applicable Canadian securities laws.

Canadian OTC Reporting Issuer Provisions. The Holder acknowledges that the Company is an "OTC Reporting Issuer" as that term is defined in Canadian Multilateral Instrument 51-105, Issuers Quoted in the U.S. Over-the-Counter Markets ("MI 51-105"). The Holder agrees not to Trade any of the Note Warrants or the Conversion Warrant Shares from or into any jurisdiction in Canada. Notwithstanding the forgoing, if the Holder Trades any of the Note Warrants or Conversion Warrant Shares from or into any jurisdiction in Canada: (i) the Holder will comply with the requirements of applicable Canadian securities laws in completing such Trade, including, as applicable, the requirements set out in Section 13 if MI 51-105; (ii) if any of the Note Warrants or Conversion Warrant Shares are to be dealt with in a manner other than as set forth in Section 13 of MI 51-105, the Holder will return such securities and any certificates representing such Securities for endorsement of restrictive legends as set forth in MI 51-105; and (iii) the Company may refuse to register any transfer or Trade of the Note Warrants or Conversion Warrant Shares not made in compliance with applicable Canadian securities laws.

Canadian OTC Reporting Issuer Provisions. The Holder Each Purchaser acknowledges that the Company is an "OTC Reporting Issuer" as that term is defined in Canadian Multilateral Instrument 51-105, Issuers Quoted in the U.S. Over-the-Counter Markets ("MI 51-105"). The Holder Purchaser agrees not to Trade any of the Note or the Conversion Shares Securities from or into any jurisdiction in Canada. Notwithstanding the forgoing, if the Holder Purchaser Trades any of the Note or Conversion Shares Securities from or into any jurisdiction in Canada: (i) the Holder Purchaser will comply with the requirements of applicable Canadian securities laws in completing such Trade, including, as applicable, the requirements set out in Section 13 if MI 51-105; (ii) if any of the Note or Conversion Shares Securities are to be dealt with in a manner other than as set forth in Section 13 of MI 51-105, the Holder Purchaser will return such securities Securities and any certificates representing such Securities for endorsement of restrictive legends as set forth in MI 51-105; and (iii) the Company may refuse to register any transfer or Trade of the Note or Conversion Shares Securities not made in compliance with applicable Canadian securities laws.