Common use of Certain Securities Law Matters Clause in Contracts

Certain Securities Law Matters. (i) Investor is acquiring its Units as principal for its own account, or for one or more investor accounts for which it is acting as a fiduciary or agent, and, in each case, not with a view to the distribution thereof within the meaning of the Securities Act and Canadian Securities Law. (ii) Investor is resident in the jurisdiction stated in Schedule I applicable thereto. (iii) Investor understands that the Units issued to it will not be transferable except (a) pursuant to an effective registration statement under the Securities Act and compliance with Canadian Securities Laws as applicable (b) pursuant to an available exemption from, or in a transaction not subject to, the Securities Act or applicable Canadian Securities Laws as evidenced by receipt by the Company of a written opinion of counsel for Investor reasonably satisfactory to the Company to the effect that the proposed transfer is exempt from the registration requirements of the Securities Act and relevant state securities laws and exempt from the prospectus requirements of applicable Canadian Securities Laws, as applicable, or (c) pursuant to Rule 144 under the Securities Act (“Rule 144”) and after expiry of all “hold periods” or “seasoning periods” in Canada. A restrictive legend shall be placed on certificates representing the Units to be delivered to Investor at the Investment Closing, substantially as follows: “NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE RULES AND REGULATIONS IN EFFECT THEREUNDER AND ALL APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS, (B) PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE SECURITIES ACT AS EVIDENCED BY THE CORPORATION BEING FURNISHED WITH AN OPINION OF COUNSEL FOR THE HOLDER, WHICH OPINION AND COUNSEL SHALL BE REASONABLY SATISFACTORY TO THE CORPORATION, TO THE EFFECT THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT, OR (C) PURSUANT TO RULE 144 UNDER THE SECURITIES ACT.”

Certain Securities Law Matters. (ia) Investor Interest Holder is acquiring its Units New Black Knight Shares as principal for its own account, or for one or more investor accounts for which it is acting as a fiduciary or agent, and, in each case, account and not with a view to the distribution thereof within the meaning of the Securities Act and Canadian Securities LawAct. (iib) Investor is resident in the jurisdiction stated in Schedule I applicable thereto. (iii) Investor Interest Holder understands that the Units New Black Knight Shares issued to it will not be transferable except (ai) pursuant to an effective registration statement under the Securities Act and compliance with Canadian Securities Laws as applicable Act, (bii) pursuant to an available exemption from, or in a transaction not subject to, the Securities Act or applicable Canadian Securities Laws as evidenced by receipt by the Company of a written opinion of counsel for Investor Interest Holder reasonably satisfactory to the Company to the effect that the proposed transfer is exempt from the registration requirements of the Securities Act and relevant state securities laws and exempt from the prospectus requirements of applicable Canadian Securities Laws, as applicable, or (ciii) pursuant to Rule 144 under the Securities Act (“Rule 144”) and after expiry of all “hold periods” or “seasoning periods” in Canada). A Applicable U.S. restrictive legend legends shall be placed on certificates representing the Units New Black Knight Shares to be delivered to Investor Interest Holder at the Investment Exchange Closing, substantially as follows: “NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION THE SHARES OF THE SECURITIES COMMON STOCK REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, AND THE RULES AND REGULATIONS IN EFFECT THEREUNDER AND ALL APPLICABLE OR ANY STATE SECURITIES LAWS AND NEITHER THESE SHARES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR “BLUE SKY” LAWS, (B) OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM, EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR IN A TRANSACTION NOT SUBJECT TO, UNLESS THE SECURITIES ACT AS EVIDENCED BY THE CORPORATION BEING FURNISHED WITH COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER, WHICH OPINION AND COUNSEL SHALL BE REASONABLY SATISFACTORY TO THE CORPORATION, TO THE EFFECT IT THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION REGISTRATION OR OTHER DISPOSITION QUALIFICATION IS EXEMPT FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT, OR (C) PURSUANT TO RULE 144 UNDER THE SECURITIES ACTNOT REQUIRED.”

Certain Securities Law Matters. (i) Co-Investor is acquiring its Units Shares as principal for its own account, or for one or more investor accounts for which it is acting as a fiduciary or agent, account and, in each casethe case of Purchaser, other than for the Distribution, not with a view to the distribution thereof within the meaning of the Securities Act and Canadian Securities Law. (ii) Each Co-Investor is resident in the jurisdiction stated in Schedule I applicable thereto. (iii) Co-Investor understands that the Units Shares issued to it and the Company Shares to be issued in exchange for the Shares in connection with the Plan of Arrangement will not be transferable except (a) pursuant to an effective registration statement under the Securities Act and compliance with Canadian Securities Laws as applicable (b) pursuant to an available exemption from, or in a transaction not subject to, the Securities Act or applicable Canadian Securities Laws as evidenced by receipt by the Company of a written opinion of counsel for Co-Investor reasonably satisfactory to the Company to the effect that the proposed transfer is exempt from the registration requirements of the Securities Act and relevant state securities laws and exempt from the prospectus requirements of applicable Canadian Securities Laws, as applicable, or (c) pursuant to Rule 144 under the Securities Act (“Rule 144”) and after expiry of all “hold periods” or “seasoning periods” in Canada. A Applicable U.S. and Canadian restrictive legend legends shall be placed on certificates representing the Units Shares to be delivered to Co-Investor at the Investment ClosingClosing and the applicable U.S. restrictive legends shall be placed on any certificates representing the Company Shares to be issued in exchange for the Shares in connection with the Plan of Arrangement, substantially as follows: “NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE RULES AND REGULATIONS IN EFFECT THEREUNDER AND ALL APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS, (B) PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE SECURITIES ACT AS EVIDENCED BY THE CORPORATION BEING FURNISHED WITH AN OPINION OF COUNSEL FOR THE HOLDER, WHICH OPINION AND COUNSEL SHALL BE REASONABLY SATISFACTORY TO THE CORPORATION, TO THE EFFECT THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT, OR (C) PURSUANT TO RULE 144 UNDER THE SECURITIES ACT.”” At the time of the Investment Closing, the Shares to be issued to the Co-Investors will carry the following Canadian restrictive legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [ , 2016] [INSERT THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE INVESTMENT CLOSING DATE]. WITHOUT PRIOR WRITTEN APPROVAL OF TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL [INSERT DATE].” The Company Shares issued to the Co-Investors in exchange for the Shares pursuant to the Plan of Arrangement in accordance with the Plan of Arrangement will not carry any Canadian restrictive legend.

Certain Securities Law Matters. (i) Investor is acquiring its Units as principal for its own account, or for one or more investor accounts for which it is acting as a fiduciary or agent, and, The Purchaser Shares to be issued in each case, not connection with a view to the distribution thereof within the meaning of the Securities Act and Canadian Securities Law. (ii) Investor is resident in the jurisdiction stated in Schedule I applicable thereto. (iii) Investor understands that the Units issued to it transactions contemplated herein will not be transferable except (a) pursuant subject to an effective registration statement any statutory hold or restricted period under the securities legislation of any province or territory of Canada and, subject to restrictions contained in Section 2.6(3) of National Instrument 45-102 - Resale of Securities Act and compliance with of the Canadian Securities Laws as applicable (b) pursuant to an available exemption fromAdministrators, or in a transaction not subject towill be freely tradable within Canada by the holders thereof. In addition, assuming the compliance of FCGI with the terms of this Arrangement Agreement, the issuance of the Purchaser Securities Act or applicable Canadian Securities Laws as evidenced by receipt by to be issued in connection with the Company of a written opinion of counsel for Investor reasonably satisfactory to the Company to the effect that the proposed transfer is transactions contemplated herein shall be exempt from the registration requirements of the Securities 1933 Act and relevant state securities laws and exempt from the prospectus requirements of applicable Canadian Securities Laws, as applicable, or (c) pursuant to Section 3(a)(10) thereof, and the Purchaser Shares to be distributed pursuant to the Arrangement shall not be subject to resale restrictions in the United States under the 1933 Act (other than as may be prescribed by Rule 144 under the Securities 1933 Act (“Rule 144”in respect of affiliates of Purchaser). Notwithstanding the foregoing, the exemption provided by Section 3(a)(10) of the 1933 Act does not exempt the issuance of securities upon the exercise of such Replacement Purchaser Options and, therefore, any securities of the Purchaser issuable upon exercise of the Replacement Purchaser Options cannot be issued in the United States or to a person in the United States in reliance on the exemption afforded by Section 3(a)(10) of the 1933 Act and after expiry the Replacement Purchaser Options may only be exercised pursuant to a then-available exemption from the registration requirements of all “hold periods” or “seasoning periods” in Canada. A restrictive legend shall be placed on certificates representing the Units to be delivered to Investor at 1933 Act and applicable securities laws of any state of the Investment Closing, substantially as follows: “NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE RULES AND REGULATIONS IN EFFECT THEREUNDER AND ALL APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS, (B) PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE SECURITIES ACT AS EVIDENCED BY THE CORPORATION BEING FURNISHED WITH AN OPINION OF COUNSEL FOR THE HOLDER, WHICH OPINION AND COUNSEL SHALL BE REASONABLY SATISFACTORY TO THE CORPORATION, TO THE EFFECT THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT, OR (C) PURSUANT TO RULE 144 UNDER THE SECURITIES ACTUnited States.”

Certain Securities Law Matters. (i) Co-Investor is acquiring its Units Shares as principal for its own account, or for one or more investor accounts for which it is acting as a fiduciary or agent, account and, in each casethe case of Purchaser, other than for the Distribution, not with a view to the distribution thereof within the meaning of the Securities Act and Canadian Securities Law. (ii) Investor Purchaser is resident in the jurisdiction stated in Schedule I applicable theretoProvince of British Columbia. (iii) Co-Investor understands that the Units issued to it its Shares will not be transferable except (a) pursuant to an effective registration statement under the Securities Act and compliance with or, in the case of Purchaser, a prospectus under the Canadian Securities Laws as applicable Laws, (b) pursuant to an available exemption from, or in a transaction not subject to, the Securities Act or applicable Canadian Securities Laws as evidenced by receipt by the Company of a written opinion of counsel for Co-Investor reasonably satisfactory to the Company to the effect that the proposed transfer is exempt from the registration requirements of the Securities Act and relevant state securities laws and exempt from laws, and, in the case of Purchaser, pursuant to an available exemption for prospectus requirements of applicable under Canadian Securities Laws, as applicable, or (c) pursuant to Rule 144 under the Securities Act (“Rule 144”) and and, in the case of Purchaser, after expiry of all “hold periods” or “seasoning periods” in Canada. A Applicable U.S. and Canadian restrictive legend legends shall be placed on certificates any certificate representing the Units Shares to be delivered to Co-Investor at the Investment Closing, substantially as follows: “NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, . AS AMENDED (THE “SECURITIES ACT”), AND THE RULES AND REGULATIONS IN EFFECT THEREUNDER AND ALL APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS, (B) PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE SECURITIES ACT AS EVIDENCED BY THE CORPORATION BEING FURNISHED WITH AN OPINION OF COUNSEL FOR THE HOLDER, WHICH OPINION AND COUNSEL SHALL BE REASONABLY SATISFACTORY TO THE CORPORATION, TO THE EFFECT THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT, OR (C) PURSUANT TO RULE 144 UNDER THE SECURITIES ACT.” If at the time of the Investment Closing, the Company is a reporting issuer in any province or territory of Canada, then the Shares to be issued to the Purchaser will carry the following Canadian restrictive legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE __, 2015 [INSERT THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE INVESTMENT CLOSING DATE].” If at the time of the Investment Closing, the Company is not a reporting issuer in any province or territory of Canada, then the Shares to be issued to the Purchaser will carry the following Canadian restrictive legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF (I) ___, 2015 [INSERT THE INVESTMENT CLOSING DATE], AND (II) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY OF CANADA.” (a) Co-Investor Status. (i) At the time Co-Investor was offered the Shares, it was, at the date hereof it is, either (a) “qualified institutional buyer”, as defined in Rule 144A under the Securities Act, or (b) an “accredited investor” as defined in Rule 501(a) of Regulation D. (ii) Co-Investor is an “accredited investor” as defined in National Instrument 45-106 - Prospectus and Registration Exemptions promulgated under applicable Canadian Securities Laws.

Certain Securities Law Matters. (a) Company is a “reporting issuer” or the equivalent in each of the Provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, Xxxxxx Xxxxxx Island and Newfoundland and not in any other jurisdiction and is in material compliance with all applicable Securities Laws, including the Xxxxxxxx-Xxxxx Act of 2002. Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3), since July 21, 2009, neither Company nor any of its Affiliates has made, arranged, modified (in any material way), or forgiven personal loans to any executive officer or director of Company. The Company Common Shares are listed only on, and Company is in material compliance with the rules and policies of, the Toronto Stock Exchange. Company is a “foreign private issuer,” as that term is used in Rule 3b-4 promulgated under the Exchange Act, and has no reason to believe it will not qualify as a “foreign private issuer” at any time prior to the Effective Time. Company is not an investment company registered or required to be registered under the United States Investment Company Act of 1940, as amended. Since December 31, 2008, Company has not made an offering of securities registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”). (b) Since December 31, 2008, Company has filed all forms, reports, schedules, proxy statements, circulars, statements, prospectuses and other documents (including all exhibits thereto) required to be filed with all applicable securities regulatory authorities and self-regulatory organizations, including the Toronto Stock Exchange (which documents, as they have been amended since the time of their filing, and including the exhibits thereto, are referred to collectively in this Agreement as the “Company Securities Reports”). Company has heretofore furnished to Acquiror all Company Securities Reports that are not filed with and publicly available through the System for Electronic Data, Analysis and Retrieval (SEDAR) of the Canadian Securities Authorities. The Company Securities Reports (including any financial statements or schedules included or incorporated by reference therein) (i) Investor when filed, complied in all material respects with the requirements of the Securities Laws and (ii) do not (except to the extent revised or superseded by a subsequent filing with the applicable regulatory authority or self-regulatory organization), and did not at the time they were filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Company has not filed with the Québec Securities Commission or any other applicable regulatory authority or self-regulatory organization any confidential material change report that remains confidential. No Subsidiary of Company is acquiring required to file any forms, reports, schedules, proxy statements, circulars, statements, prospectuses and other documents with any securities regulatory authority or self-regulatory organization. (c) Each of the principal executive officer and the principal financial officer of Company (or each former principal executive officer and former principal financial officer of Company, as applicable) has made all certifications required under Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 with respect to the Company Securities Reports. To the knowledge of Company, there are no facts or circumstances that would prevent Company’s principal executive officer and principal financial officer from giving such certifications without qualification when next due. (For purposes of this subsection, “principal executive officer” and “principal financial officer” shall have the meanings ascribed to such terms in the Xxxxxxxx-Xxxxx Act of 2002.) (d) Company maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including policies and procedures that provide reasonable assurance (i) that Company and its Units Subsidiaries maintain records that in reasonable detail accurately and fairly reflect their respective transactions and dispositions of assets, (ii) that transactions are recorded as principal for necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in Canada, (iii) that receipts and expenditures are executed only in accordance with authorizations of management and the Board of Directors of Company and (iv) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Company’s and its own accountSubsidiaries’ assets that could have a material effect on Company’s financial statements. Company has evaluated the effectiveness of Company’s internal control over financial reporting and, to the extent required by applicable Law, presented in any applicable Company Securities Report or any amendment thereto its conclusions about the effectiveness of its internal control over financial reporting as of the end of the period covered by such report or amendment based on such evaluation. To the extent required by applicable Law, Company has disclosed, in any applicable Company Securities Report or any amendment thereto, any change in Company’s internal control over financial reporting that occurred during the period covered by such report or amendment that has materially affected, or for one is reasonably likely to materially affect, Company’s internal control over financial reporting. The principal executive officer and the principal financial officer of Company have disclosed to Company’s auditors and the audit committee of the Board of Directors of Company (A) all significant deficiencies and material weaknesses in the design or more investor accounts for which operation of internal control over financial reporting that are reasonably likely to adversely affect Company’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Company’s internal control over financial reporting, and Company has made available to Acquiror a summary of any such disclosure. (e) Company has designed its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) to ensure that all information required to be disclosed by Company in the reports it files or submits under the Exchange Act is acting made known to the principal executive officer and the principal financial officer of Company by others within Company to allow timely decisions regarding required disclosure as a fiduciary required under the Exchange Act and is recorded, processed, summarized and reported within the time periods specified by the applicable rules and forms. Company has evaluated the effectiveness of Company’s disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Company Securities Report or agentany amendment thereto its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. (f) Company has made available to Acquiror copies of any comments from any Securities Authority or self-regulatory organization with respect to the Company Securities Reports that Company has received since December 31, and2008, together with copies of Company’s responses thereto, and as of the date hereof, no such comments remain outstanding or otherwise unresolved. There are no inquiries, reviews or investigations by any Security Authority or self-regulatory organization or internal investigations pending or, to the knowledge of Company, threatened, in each case, not with a view relating to the distribution thereof within the meaning Company or any of the Securities Act and Canadian Securities Lawits Subsidiaries. (iig) Investor As of the date of this Agreement, to the knowledge of Company, no accounting rule, opinion, standard, consensus or pronouncement applicable to Company or any of its Subsidiaries has been adopted by any Securities Authority, the Financial Accounting Standards Board, the Emerging Issues Task Force, the Public Company Accounting Oversight Board or any similar body that Company or any of its Subsidiaries is resident in required to implement but has not yet implemented as of the jurisdiction stated in Schedule I applicable theretodate of this Agreement and that, if so implemented, would reasonably be expected to have a Material Adverse Effect on Company. (iiih) Investor understands that the Units issued No attorney representing Company or any of its Subsidiaries, whether or not employed by Company or any Subsidiary of Company, has reported to it will not be transferable except (a) Company’s chief legal counsel or principal executive officer evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by Company or any of its officers, directors, employees or agents pursuant to an effective registration statement under Section 307 of the Securities Xxxxxxxx-Xxxxx Act and compliance with Canadian Securities Laws as applicable of 2002. (bi) pursuant to an available exemption fromSince December 31, or in a transaction not subject to2008, the Securities Act or applicable Canadian Securities Laws as evidenced by receipt by the Company of a written opinion of counsel for Investor reasonably satisfactory to the knowledge of Company, no employee of Company or any of its Subsidiaries has provided or is providing information to any Governmental Entity regarding the effect that commission or possible commission of any crime or the proposed transfer is exempt from the registration violation or possible violation of any applicable legal requirements of the Securities type described in Section 806 of the Xxxxxxxx-Xxxxx Act and relevant state securities laws and exempt from the prospectus requirements of applicable Canadian Securities Laws, as applicable, 2002 by Company or (c) pursuant to Rule 144 under the Securities Act (“Rule 144”) and after expiry any of all “hold periods” or “seasoning periods” in Canada. A restrictive legend shall be placed on certificates representing the Units to be delivered to Investor at the Investment Closing, substantially as follows: “NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE RULES AND REGULATIONS IN EFFECT THEREUNDER AND ALL APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS, (B) PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE SECURITIES ACT AS EVIDENCED BY THE CORPORATION BEING FURNISHED WITH AN OPINION OF COUNSEL FOR THE HOLDER, WHICH OPINION AND COUNSEL SHALL BE REASONABLY SATISFACTORY TO THE CORPORATION, TO THE EFFECT THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT, OR (C) PURSUANT TO RULE 144 UNDER THE SECURITIES ACTits Subsidiaries.”

Certain Securities Law Matters. (i) Co-Investor is acquiring its Units Shares as principal for its own account, or for one or more investor accounts for which it is acting as a fiduciary or agent, account and, in each casethe case of Purchaser, other than for the Distribution, not with a view to the distribution thereof within the meaning of the Securities Act and Canadian Securities Law. (ii) Each Co-Investor is resident in the jurisdiction stated in Schedule I applicable thereto. (iii) Co-Investor understands that the Units Shares issued to it and the Company Shares to be issued in exchange for the Shares in connection with the Plan of Arrangement will not be transferable except (a) pursuant to an effective registration statement under the Securities Act and compliance with Canadian Securities Laws as applicable (b) pursuant to an available exemption from, or in a transaction not subject to, the Securities Act or applicable Canadian Securities Laws as evidenced by receipt by the Company of a written opinion of counsel for Co-Investor reasonably satisfactory to the Company to the effect that the proposed transfer is exempt from the registration requirements of the Securities Act and relevant state securities laws and exempt from the prospectus requirements of applicable Canadian Securities Laws, as applicable, or (c) pursuant to Rule 144 under the Securities Act (“Rule 144”) and after expiry of all “hold periods” or “seasoning periods” in Canada. A Applicable U.S. and Canadian restrictive legend legends shall be placed on certificates representing the Units Shares to be delivered to Co-Investor at the Investment ClosingClosing and the applicable U.S. restrictive legends shall be placed on any certificates representing the Company Shares to be issued in exchange for the Shares in connection with the Plan of Arrangement, substantially as follows: “NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE RULES AND REGULATIONS IN EFFECT THEREUNDER AND ALL APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS, (B) PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE SECURITIES ACT AS EVIDENCED BY THE CORPORATION BEING FURNISHED WITH AN OPINION OF COUNSEL FOR THE HOLDER, WHICH OPINION AND COUNSEL SHALL BE REASONABLY SATISFACTORY TO THE CORPORATION, TO THE EFFECT THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT, OR (C) PURSUANT TO RULE 144 UNDER THE SECURITIES ACT.”” At the time of the Investment Closing, the Shares to be issued to the Co-Investors will carry the following Canadian restrictive legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [__, 2016] [INSERT THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE INVESTMENT CLOSING DATE]. WITHOUT PRIOR WRITTEN APPROVAL OF TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL [INSERT DATE].” The Company Shares issued to the Co-Investors in exchange for the Shares pursuant to the Plan of Arrangement in accordance with the Plan of Arrangement will not carry any Canadian restrictive legend.