Common use of Delivery of Warrants; Terms of Issuance and Exercise Clause in Contracts

Delivery of Warrants; Terms of Issuance and Exercise. Subject to the terms and conditions set forth herein and in any Ancillary Agreements, Company shall deliver to Trust Warrants for the purchase of 60 million common shares of Company’s stock. Such Warrants shall be in the form attached hereto and shall be exercisable pursuant to the provisions of this Agreement. The shares issued upon exercise of the Warrants shall have full voting rights, as well as rights to any lawfully declared dividend, and shall have no pre-emptive rights. Shares issued upon exercise of the Warrants shall be subject to dilution upon the issuance of any additional shares by the Company. Shares to be issued upon the exercise of the Warrants are not subject of a registration statement deemed effective by the Securities and Exchange Commission and will be issued in accordance with one or more exemptions provided under the Securities Act of 1933. The shares to be issued upon exercise of the Warrants will be registered on the Company’s share ledger with restrictions on resale as set out in this Agreement. Company specifically disclaims any obligation to register shares issued upon exercise of the Warrants in any registration statement filed with the Securities and Exchange Commission, but the parties reserve the right, but not the obligation, to negotiate such registration rights for some or all of such shares pursuant to an Ancillary Agreement. Notwithstanding the limitations set forth herein, Trust and Company may agree to the issuance and sale of additional shares, warrants or other rights pursuant to any Ancillary Agreements.

Delivery of Warrants; Terms of Issuance and Exercise. Subject to the terms and conditions set forth herein and in any Ancillary Agreements, Company shall deliver to Trust Warrants for the purchase of 60 million common shares of the Company’s stock. Such Warrants shall be in the form attached hereto and shall be exercisable pursuant to the provisions of this Agreement. The shares issued upon exercise of the Warrants shall have full voting rights, as well as rights to any lawfully declared dividend, and shall have no pre-emptive rights. Shares issued upon exercise of the Warrants shall be subject to dilution upon the issuance of any additional shares by the Company. Shares to be issued upon the exercise of the Warrants are not subject of a registration statement deemed effective by the Securities and Exchange Commission and will be issued in accordance with one or more exemptions provided under the Securities Act of 1933. The shares to be issued upon exercise of the Warrants will be registered on the Company’s share ledger with restrictions on resale as set out in this Agreement. Company specifically disclaims any obligation to register shares issued upon exercise of the Warrants in any registration statement filed with the Securities and Exchange Commission, but the parties reserve the right, but not the obligation, to negotiate such registration rights for some or all of such shares pursuant to an Ancillary Agreement. Notwithstanding the limitations set forth herein, Trust and Company may agree to the issuance and sale of additional shares, warrants or other rights pursuant to any Ancillary Agreements.