Common use of Issue of Global Certificates Clause in Contracts

Issue of Global Certificates. (1) Except for any Warrant Certificates issued to, or for the account or benefit of, persons in the United States or U.S. Persons, which shall be issued in individually certificated form, the Corporation may, at its sole option, specify, in a written order of the Corporation delivered to the Warrant Agent, that some or all of the Warrants are to be represented by one or more Global Certificates registered in the name of the Depository or its nominee, and in such event the Corporation shall execute and the Warrant Agent shall certify and deliver one or more Global Certificates that shall: (a) represent the aggregate number of outstanding Warrants to be represented by such Global Certificate(s); (b) be delivered by the Warrant Agent to the Depository or pursuant to the Depository’s instructions; and (c) bear a legend substantially to the following effect: “UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO BRIDGEPORT VENTURES INC. (THE “ISSUER”) OR THE WARRANT AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE” (2) Transfers of beneficial ownership in any Warrant represented by a Global Certificate will be effected only: (a) with respect to the interest of a Participant, through records maintained by the Depository or its nominee for such Global Certificate, and (b) with respect to the interest of any person other than a Participant, through records maintained by Participants. Beneficial Owners who are not Participants but who desire to sell or otherwise transfer ownership of or any other interest in Warrants represented by such Global Certificate may do so only through a Participant. (3) The rights of Beneficial Owners shall be limited to those established by applicable law and agreements between the Depository and the Participants and between such Participants and Beneficial Owners and must be exercised through a Participant in accordance with the rules and procedures of the Depository. (4) Each of the parties hereto acknowledges and agrees that such Holders through their respective Participants are collectively entitled, under the terms hereof, to all of the rights accorded to registered holders of Warrants and are bound by all of the obligations of such Holder. (5) Subject to subsections 2.14(6) and (7) and 3.2(6) neither the Corporation nor the Warrant Agent shall be under any obligation to deliver to any Participant or Beneficial Owner, nor shall any Participant or Beneficial Owner have any right to require the delivery of, a certificate or other instrument evidencing any interest in Warrants represented by a Global Certificate. Beneficial Owners who are not Participants but who desire to exercise Warrants represented by a Global Certificate may do so only through a Participant in accordance with subsection 3.2(6). (6) If any Warrant is represented by a Global Certificate and any of the following events occurs: (a) the Depository or the Company has notified the Warrant Agent that (1) the Depository is unwilling or unable to continue as Depository or (2) the Depository ceases to be a clearing agency in good standing under applicable laws and, in either case, the Company is unable to locate a qualified successor Depository within 90 days of delivery of such notice; (b) the Corporation has determined, in its sole discretion, with the consent of the Warrant Agent, to terminate the book entry only system in respect of such Global Certificate and has communicated such determination to the Warrant Agent in writing; (c) the Corporation or the Depository is required by applicable law to take the action contemplated in this Section 2.14(6); or (d) the book entry only system administrated by the Depository ceases to exist, then one or more definitive fully registered Warrant Certificates shall be executed by the Corporation and certified and delivered by the Warrant Agent to the Depository in exchange for the Global Certificate(s) held by the Depository. (7) Fully registered Warrant Certificates issued and exchanged pursuant to Section 2.14(6) shall be registered in such names and in such denominations as the Depository shall instruct the Warrant Agent, provided that the aggregate number of Warrants represented by such Warrant Certificates shall be equal to the aggregate number of Warrants represented by the Global Certificate(s) so exchanged. Upon exchange of a Global Certificate for one or more Warrant Certificates in definitive form, such Global Certificate shall be cancelled by the Warrant Agent. (8) Notwithstanding anything herein or in the terms of the Warrant Certificates to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for: (a) the records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by any Global Certificate (other than the applicable Depository or its nominee); (b) maintaining, supervising or reviewing any records of the Depository or any Participant relating to any such interest; or (c) advice or representations made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Participant.

Issue of Global Certificates. (1) Except for any Warrant Certificates issued to, or for the account or benefit of, persons in the United States or U.S. Persons, which shall be issued in individually certificated form, the Corporation The Company may, at its sole option, specify, in a written order of the Corporation Company delivered to the Warrant AgentTrustee, that some or all of the Special Warrants (other than Special Warrants issued to or for the account or benefit of a U.S. Person or a person in the United States) are to be represented by one or more Global Certificates registered in the name of the Depository or its nominee, and in such event the Corporation Company shall execute and the Warrant Agent Trustee shall certify and deliver one or more Global Certificates that shall: (a) represent the aggregate number of outstanding Special Warrants to be represented by such Global Certificate(s); (b) be delivered by the Warrant Agent Trustee to the Depository or pursuant to the Depository’s 's instructions; and (c) bear a legend substantially to the following effect: “"UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND THE CANADIAN DEPOSITORY SERVICES INC. FOR SECURITIES LIMITED (“"CDS”") TO BRIDGEPORT VENTURES INC. (THE “ISSUER”) COMPANY OR THE WARRANT AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENTTRUSTEE, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., . OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL WRONGFUL, SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY AN INTEREST IN THE SECURITIES REPRESENTED BY HEREIN. THIS CERTIFICATE HEREIN AND IT IS SUBJECT TO A VIOLATION MASTER LETTER OF ITS RIGHTS FOR ANOTHER PERSON REPRESENTATION OF THE COMPANY TO HOLDCDS, TRANSFER AS SUCH LETTER MAY BE REPLACED OR DEAL WITH THIS CERTIFICATE”AMENDED FROM TIME TO TIME." (2) Transfers of beneficial ownership in any Special Warrant represented by a Global Certificate will be effected only: only (ai) with respect to the interest of a Participant, through records maintained by the Depository or its nominee for such Global Certificate, and and (bii) with respect to the interest of any person other than a Participant, through records maintained by Participants. Beneficial Owners who are not Participants but who desire to sell or otherwise transfer ownership of or any other interest in Special Warrants represented by such Global Certificate may do so only through a Participant. (3) Notwithstanding subsection , no Special Warrant represented by a Global Certificate may be transferred or exercised at any time prior to the delivery of the Release Certificate to the Trustee under subsection unless, prior to such transfer or exercise, the holder of such Special Warrant shall have (i) caused such Special Warrant to be represented by a definitive fully registered Special Warrant Certificate instead of such Global Certificate and (ii) taken all other action necessary to transfer or exercise such Special Warrant, as the case may be, in accordance with this Indenture. (4) The rights of Beneficial Owners shall be limited to those established by applicable law and agreements between the Depository and the Participants and between such Participants and Beneficial Owners and must be exercised through a Participant in accordance with the rules and procedures of the Depository. (4) Each of the parties hereto acknowledges and agrees that such Holders through their respective Participants are collectively entitled, under the terms hereof, to all of the rights accorded to registered holders of Warrants and are bound by all of the obligations of such Holder. (5) Subject to subsections 2.14(6) and (7) and 3.2(6) neither the Corporation Company nor the Warrant Agent Trustee shall be under any obligation to deliver to any Participant or Beneficial Owner, nor shall any Participant or Beneficial Owner have any right to require the delivery of, a certificate or other instrument evidencing any interest in Warrants represented by a Global Certificate. Beneficial Owners who are not Participants but who desire to exercise Warrants represented by a Global Certificate may do so only through a Participant in accordance with subsection 3.2(6)Special Warrants. (6) If any Special Warrant is represented by a Global Certificate and any of the following events occurs: (a) the Depository or the Company has notified the Warrant Agent Trustee that (1) the Depository is unwilling or unable to continue as Depository or (2) the Depository ceases to be a clearing agency in good standing under applicable laws and, in either case, the Company is unable to locate a qualified successor Depository within 90 days of delivery of such notice; (b) the Corporation Company has determined, in its sole discretion, with the consent of the Warrant AgentTrustee, to terminate the book entry only system in respect of such Global Certificate and has communicated such determination to the Warrant Agent Trustee in writing; (c) the Corporation Company or the Depository is required by applicable law to take the action contemplated in this Section 2.14(6)subsection ; or (d) the book entry only system administrated administered by the Depository ceases to exist, ; then one or more definitive fully registered Special Warrant Certificates shall be executed by the Corporation Company and certified and delivered by the Warrant Agent Trustee to the Depository in exchange for the Global Certificate(s) held by the Depository. (7) Fully registered Special Warrant Certificates issued and exchanged pursuant to Section 2.14(6) subsection shall be registered in such names and in such denominations as the Depository shall instruct the Warrant AgentTrustee, provided that the aggregate number of Special Warrants represented by such Special Warrant Certificates shall be equal to the aggregate number of Special Warrants represented by the Global Certificate(s) so exchanged. Upon exchange of a Global Certificate for one or more Special Warrant Certificates in definitive form, such Global Certificate shall be cancelled by the Warrant AgentTrustee. (8) Notwithstanding anything herein or in the terms of the Special Warrant Certificates to the contrary, neither the Corporation Company nor the Warrant Agent Trustee nor any agent thereof shall have any responsibility or liability for: for (ai) the records maintained by the Depository relating to any ownership interests or any other interests in the Special Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Special Warrant represented by any Global Certificate (other than the applicable Depository or its nominee); , (bii) for maintaining, supervising or reviewing any records of the Depository or any Participant relating to any such interest; or , or (ciii) any advice or representations representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Participant.

Issue of Global Certificates. (1a) Except for any Warrant Certificates issued to, or for the account or benefit of, persons in the United States or U.S. Persons, which shall be issued in individually certificated form, the Corporation The Company may, at its sole option, specify, in a written order of the Corporation Company delivered to the Warrant Agent, that some or all of the Warrants (other than Warrants issued to or for the account or benefit of a U.S. Person or person in the United States) are to be represented by one or more Global Certificates registered in the name of the Depository or its nominee, and in such event the Corporation Company shall execute and the Warrant Agent shall certify and deliver one or more Global Certificates that shall: (ai) represent the aggregate number of outstanding Warrants to be represented by such Global Certificate(s); (bii) be delivered by the Warrant Agent to the Depository or pursuant to the Depository’s instructions; and (ciii) bear a legend substantially to the following effect: “UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO BRIDGEPORT VENTURES INCCROSSHAIR EXPLORATION & MINING CORP. (THE “ISSUER”) OR THE WARRANT AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO.CDS, OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO.CDS, HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.” (2b) Transfers of beneficial ownership in any Warrant represented by a Global Certificate will be effected only: (ai) with respect to the interest of a Participant, through records maintained by the Depository or its nominee for such Global Certificate, and (bii) with respect to the interest of any person other than a Participant, through records maintained by Participants. Beneficial Owners who are not Participants but who desire to sell or otherwise transfer ownership of or any other interest in Warrants represented by such Global Certificate may do so only through a Participant. (3c) The rights of Beneficial Owners shall be limited to those established by applicable law and agreements between the Depository and the Participants and between such Participants and Beneficial Owners and must be exercised through a Participant in accordance with the rules and procedures of the Depository. (4d) Each of the parties hereto acknowledges and agrees that such Holders Warrantholders through their respective Participants are collectively entitled, under the terms hereof, to all of the rights accorded to registered holders of Warrants and are bound by all of the obligations of such HolderWarrantholder. (5e) Subject to subsections 2.14(62.10(f) and (7g) and 3.2(6) 5.1(b), neither the Corporation Company nor the Warrant Agent shall be under any obligation to deliver to any Participant or Beneficial Owner, nor shall any Participant or Beneficial Owner have any right to require the delivery of, a certificate or other instrument evidencing any interest in Warrants represented by a Global Certificate. Beneficial Owners who are not Participants but who desire to exercise Warrants represented by a Global Certificate may do so only through a Participant in accordance with subsection 3.2(65.1(b). (6f) If any Warrant is represented by a Global Certificate and any of the following events occurs: (ai) the Depository or the Company has notified the Warrant Agent that (1) the Depository is unwilling or unable to continue as Depository or (2) the Depository ceases to be a clearing agency in good standing under applicable laws and, in either case, the Company is unable to locate a qualified successor Depository within 90 days of delivery of such notice; (bii) the Corporation Company has determined, in its sole discretion, with the consent of the Warrant Agent, to terminate the book entry only system in respect of such Global Certificate and has communicated such determination to the Warrant Agent in writing; (ciii) the Corporation Company or the Depository is required by applicable law to take the action contemplated in this Section 2.14(62.10(f); or (div) the book entry only system administrated by the Depository ceases to exist, then one or more definitive fully registered Warrant Certificates shall be executed by the Corporation Company and certified and delivered by the Warrant Agent to the Depository in exchange for the Global Certificate(s) held by the Depository. (7g) Fully registered Warrant Certificates issued and exchanged pursuant to Section 2.14(62.10(f) shall be registered in such names and in such denominations as the Depository shall instruct the Warrant Agent, provided that the aggregate number of Warrants represented by such Warrant Certificates shall be equal to the aggregate number of Warrants represented by the Global Certificate(s) so exchanged. Upon exchange of a Global Certificate for one or more Warrant Certificates in definitive form, such Global Certificate shall be cancelled by the Warrant Agent. (8) h) Notwithstanding anything herein or in the terms of the Warrant Certificates to the contrary, neither the Corporation Company nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for: (ai) the records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by any Global Certificate (other than the applicable Depository or its nominee); (bii) maintaining, supervising or reviewing any records of the Depository or any Participant relating to any such interest; or (ciii) advice or representations made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Participant.

Issue of Global Certificates. (1a) Except for any Warrant Certificates issued to, or for the account or benefit of, persons in the United States or U.S. Persons, which shall be issued in individually certificated form, the Corporation The Company may, at its sole option, specify, in a written order of the Corporation Company delivered to the Warrant Agent, that some or all of the Warrants (other than Warrants issued to or for the account or benefit of a U.S. Person or person in the United States) are to be represented by one or more Global Certificates registered in the name of the Depository or its nominee, and in such event the Corporation Company shall execute and the Warrant Agent shall certify and deliver one or more Global Certificates that shall: (ai) represent the aggregate number of outstanding Warrants to be represented by such Global Certificate(s); (bii) be delivered by the Warrant Agent to the Depository or pursuant to the Depository’s instructions; and (ciii) bear a legend substantially to the following effect: “UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO BRIDGEPORT VENTURES INC. CROSSHAIR ENERGY CORPORATION (THE “ISSUER”) OR THE WARRANT AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO.CDS, OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO.CDS, HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.” (2b) Transfers of beneficial ownership in any Warrant represented by a Global Certificate will be effected only: (ai) with respect to the interest of a Participant, through records maintained by the Depository or its nominee for such Global Certificate, and (bii) with respect to the interest of any person other than a Participant, through records maintained by Participants. Beneficial Owners who are not Participants but who desire to sell or otherwise transfer ownership of or any other interest in Warrants represented by such Global Certificate may do so only through a Participant. (3c) The rights of Beneficial Owners shall be limited to those established by applicable law and agreements between the Depository and the Participants and between such Participants and Beneficial Owners and must be exercised through a Participant in accordance with the rules and procedures of the Depository. (4d) Each of the parties hereto acknowledges and agrees that such Holders Warrantholders through their respective Participants are collectively entitled, under the terms hereof, to all of the rights accorded to registered holders of Warrants and are bound by all of the obligations of such HolderWarrantholder. (5e) Subject to subsections 2.14(62.10(f) and (7g) and 3.2(6) 5.1(b), neither the Corporation Company nor the Warrant Agent shall be under any obligation to deliver to any Participant or Beneficial Owner, nor shall any Participant or Beneficial Owner have any right to require the delivery of, a certificate or other instrument evidencing any interest in Warrants represented by a Global Certificate. Beneficial Owners who are not Participants but who desire to exercise Warrants represented by a Global Certificate may do so only through a Participant in accordance with subsection 3.2(65.1(b). (6f) If any Warrant is represented by a Global Certificate and any of the following events occurs: (ai) the Depository or the Company has notified the Warrant Agent that (1) the Depository is unwilling or unable to continue as Depository or (2) the Depository ceases to be a clearing agency in good standing under applicable laws and, in either case, the Company is unable to locate a qualified successor Depository within 90 days of delivery of such notice; (bii) the Corporation Company has determined, in its sole discretion, with the consent of the Warrant Agent, to terminate the book entry only system in respect of such Global Certificate and has communicated such determination to the Warrant Agent in writing; (ciii) the Corporation Company or the Depository is required by applicable law to take the action contemplated in this Section 2.14(62.10(f); or (div) the book entry only system administrated by the Depository ceases to exist, then one or more definitive fully registered Warrant Certificates shall be executed by the Corporation Company and certified and delivered by the Warrant Agent to the Depository in exchange for the Global Certificate(s) held by the Depository. (7g) Fully registered Warrant Certificates issued and exchanged pursuant to Section 2.14(62.10(f) shall be registered in such names and in such denominations as the Depository shall instruct the Warrant Agent, provided that the aggregate number of Warrants represented by such Warrant Certificates shall be equal to the aggregate number of Warrants represented by the Global Certificate(s) so exchanged. Upon exchange of a Global Certificate for one or more Warrant Certificates in definitive form, such Global Certificate shall be cancelled by the Warrant Agent. (8) h) Notwithstanding anything herein or in the terms of the Warrant Certificates to the contrary, neither the Corporation Company nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for: (ai) the records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by any Global Certificate (other than the applicable Depository or its nominee); (bii) maintaining, supervising or reviewing any records of the Depository or any Participant relating to any such interest; or (ciii) advice or representations made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Participant.

Issue of Global Certificates. (1) Except for any Warrant Certificates issued to, or for the account or benefit of, persons in the United States or U.S. Persons, which shall be issued in individually certificated form, the Corporation The Company may, at its sole option, specify, in a written order of the Corporation Company delivered to the Warrant AgentTrustee, that some or all of the Special Warrants are to be represented by one or more Global Certificates Certificate(s) registered in the name of the Depository or its nominee, nominee and in such event the Corporation Company shall execute and the Warrant Agent Trustee shall certify and deliver one or more Global Certificates that shall: (ai) represent the aggregate number of outstanding Special Warrants to be represented by such Global Certificate(s); (bii) be delivered by the Warrant Agent Trustee to the Depository or pursuant to the Depository’s instructions; and (ciii) bear a legend substantially to the following effect: “UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO BRIDGEPORT VENTURES INCSANDSPRING RESOURCES LTD. (THE “ISSUER”) OR THE WARRANT ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, HOLD TRANSFER OR DEAL WITH THIS CERTIFICATE.” (2) Transfers of beneficial ownership in any Special Warrant represented by a Global Certificate will be effected only: only (ai) with respect to the interest of a Participant, through records maintained by the Depository or its nominee for such Global Certificate, and and (bii) with respect to the interest of any person other than a Participant, through records maintained by Participants. Beneficial Owners who are not Participants but who desire to sell or otherwise transfer ownership of or any other interest in Special Warrants represented by such Global Certificate may do so only through a Participant. (3) Notwithstanding subsection 2.16(2), no Special Warrant represented by a Global Certificate may be exercised prior to the Expiry Time unless, prior to such exercise, the holder of such Special Warrant shall have (i) caused such Special Warrant to be represented by a definitive fully registered Special Warrant Certificate instead of such Global Certificate, and (ii) taken all other action necessary to exercise such Special Warrant in accordance with this Indenture. (4) The rights of Beneficial Owners shall be limited to those established by applicable law and agreements between the Depository and the Participants and between such Participants and Beneficial Owners and must be exercised through a Participant in accordance with the rules and procedures of the Depository. (4) Each of the parties hereto acknowledges and agrees that such Holders through their respective Participants are collectively entitled, under the terms hereof, to all of the rights accorded to registered holders of Warrants and are bound by all of the obligations of such Holder. (5) Subject to subsections 2.14(6subsection 2.16(3) and (7) and 3.2(6) 2.16(6), neither the Corporation Company nor the Warrant Agent Trustee shall be under any obligation to deliver to any Participant or Beneficial Owner, nor shall any Participant or Beneficial Owner have any right to require the delivery of, a certificate or other instrument evidencing any interest in Special Warrants if such Special Warrants are represented by a one or more Global Certificate. Beneficial Owners who are not Participants but who desire to exercise Warrants represented by a Global Certificate may do so only through a Participant Certificate(s) registered in accordance with subsection 3.2(6)the name of the Depository or its nominee. (6) If any Special Warrant is represented by a Global Certificate and any of the following events occurs: (a) the Depository or the Company has notified the Warrant Agent Trustee that (1) the Depository is unwilling or unable to continue as Depository or (2) the Depository ceases to be a clearing agency in good standing under applicable laws and, in either case, the Company is unable to locate a qualified successor Depository within 90 days of delivery of such notice; (b) the Corporation Company has determined, in its sole discretion, with the consent of the Warrant AgentTrustee, to terminate the book entry only system in respect of such Global Certificate and has communicated such determination to the Warrant Agent Trustee in writing; (c) the Corporation Company or the Depository is required by applicable law to take the action contemplated in this Section 2.14(6subsection 2.16(6); or (d) the book entry only system administrated administered by the Depository ceases to exist, ; then one or more definitive fully registered Special Warrant Certificates shall be executed by the Corporation Company and certified and delivered by the Warrant Agent Trustee to the Depository in exchange for the Global Certificate(s) held by the Depository. (7) . Fully registered Special Warrant Certificates issued and exchanged for the Global Certificate(s) pursuant to Section 2.14(6this subsection 2.16(6) shall be registered in such names and in such denominations as the Depository shall instruct the Warrant AgentTrustee, provided that the aggregate number of Special Warrants represented by such Special Warrant Certificates shall be equal to the aggregate number of Special Warrants represented by the Global Certificate(s) so exchanged. Upon exchange of a Global Certificate for one or more Special Warrant Certificates in definitive form, such Global Certificate shall be cancelled by the Warrant AgentTrustee. (8) 7) Notwithstanding anything herein or in the terms of the Special Warrant Certificates to the contrary, neither the Corporation Company nor the Warrant Agent Trustee nor any agent thereof shall have any responsibility or liability for: for (ai) the records maintained by the Depository relating to any ownership interests or any other interests in the Special Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Special Warrant represented by any Global Certificate (other than the applicable Depository or its nominee); , (bii) for maintaining, supervising or reviewing any records of the Depository or any Participant relating to any such interest; or , or (ciii) any advice or representations representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Participant. (8) Notwithstanding anything herein or in the terms of the Special Warrant Certificates to the contrary, the Trustee, upon the sole direction of the Company, may use definitive fully registered Special Warrant Certificates in order to evidence the Special Warrants issued in accordance herewith and operating procedures of the Trustee.

Issue of Global Certificates. (1) Except for any Warrant Certificates issued to, or for the account or benefit of, persons in the United States or U.S. Persons, which shall be issued in individually certificated form, the Corporation The Company may, at its sole option, specify, in a written order of the Corporation Company delivered to the Warrant Agent, that some or all of the Warrants are to be represented by one or more Global Certificates registered in the name of the Depository or its nominee, if Special Warrants are registered same, and in such event the Corporation Company shall execute and the Warrant Agent shall certify and deliver one or more Global Certificates that shall: (ai) represent the aggregate number of outstanding Warrants to be represented by such Global Certificate(s); (bii) be delivered by the Warrant Agent to the Depository or pursuant to the Depository’s Depositoryís instructions; and (ciii) bear a legend substantially to the following effect: “UNLESS ìUNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDSìCDS”) TO BRIDGEPORT VENTURES AVALON RARE METALS INC. (THE “ISSUERìISSUER”) OR THE WARRANT AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY AN INTEREST IN THE SECURITIES REPRESENTED BY HEREIN. THIS CERTIFICATE HEREIN AND IT IS ISSUED PURSUANT TO A VIOLATION MASTER LETTER OF ITS RIGHTS FOR ANOTHER PERSON REPRESENTATION OF THE ISSUER TO HOLDCDS, TRANSFER AS SUCH LETTER MAY BE REPLACED OR DEAL WITH THIS CERTIFICATEAMENDED FROM TIME TO TIME.” (2) Transfers of beneficial ownership in any Warrant represented by a Global Certificate will be effected only: only (ai) with respect to the interest of a Participant, through records maintained by the Depository or its nominee for such Global Certificate, and and (bii) with respect to the interest of any person other than a Participant, through records maintained by Participants. Beneficial Owners who are not Participants but who desire to sell or otherwise transfer ownership of or any other interest in Warrants represented by such Global Certificate may do so only through a Participant. (3) Notwithstanding subsection 2.22(2), no Warrant represented by a Global Certificate may be exercised unless, prior to such exercise, the holder of such Warrant shall have (i) caused such Warrant to be represented by a definitive fully registered Warrant Certificate instead of such Global Certificate and (ii) taken all other action necessary to exercise such Warrant in accordance with this Agreement. (4) The rights of Beneficial Owners shall be limited to those established by applicable law and agreements between the Depository and the Participants and between such Participants and Beneficial Owners and must be exercised through a Participant in accordance with the rules and procedures of the Depository. (4) Each of the parties hereto acknowledges and agrees that such Holders through their respective Participants are collectively entitled, under the terms hereof, to all of the rights accorded to registered holders of Warrants and are bound by all of the obligations of such Holder. (5) Subject to subsections 2.14(6) and (7) and 3.2(6) subsection 2.22(6), neither the Corporation Company nor the Warrant Agent shall be under any obligation to deliver to any Participant or Beneficial Owner, nor shall any Participant or Beneficial Owner have any right to require the delivery of, a certificate or other instrument evidencing any interest in Warrants represented by a Global Certificate. Beneficial Owners who are not Participants but who desire to exercise Warrants represented by a Global Certificate may do so only through a Participant in accordance with subsection 3.2(6)Warrants. (6) If any Warrant is represented by a Global Certificate and any of the following events occurs: (a) the Depository or the Company has notified the Warrant Agent that (1) the Depository is unwilling or unable to continue as Depository or (2) the Depository ceases to be a clearing agency in good standing under applicable laws and, in either case, the Company is unable to locate a qualified successor Depository within 90 days of delivery of such notice; (b) the Corporation Company has determined, in its sole discretion, with the consent of the Warrant Agent, to terminate the book entry only system in respect of such Global Certificate and has communicated such determination to the Warrant Agent in writing; (c) the Corporation Company or the Depository is required by applicable law to take the action contemplated in this Section 2.14(6subsection 2.22(6); or (d) the book entry only system administrated administered by the Depository ceases to exist, ; then one or more definitive fully registered Warrant Certificates shall be executed by the Corporation Company and certified and delivered by the Warrant Agent to the Depository in exchange for the Global Certificate(s) held by the Depository. (7) . Fully registered Warrant Certificates issued and exchanged pursuant to Section 2.14(6this subsection 2.22(6) shall be registered in such names and in such denominations as the Depository shall instruct the Warrant Agent, provided that the aggregate number of Warrants represented by such Warrant Certificates shall be equal to the aggregate number of Warrants represented by the Global Certificate(s) so exchanged. Upon exchange of a Global Certificate for one or more Warrant Certificates in definitive form, such Global Certificate shall be cancelled by the Warrant Agent. (8) 7) Notwithstanding anything herein or in the terms of the Warrant Certificates to the contrary, neither the Corporation Company nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for: for (ai) the records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by any Global Certificate (other than the applicable Depository or its nominee); , (bii) for maintaining, supervising or reviewing any records of the Depository or any Participant relating to any such interest; or , or (ciii) any advice or representations representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Participant.

Issue of Global Certificates. (1) Except for any Warrant Certificates issued to, or for the account or benefit of, persons in the United States or U.S. Persons, which shall be issued in individually certificated form, the Corporation The Company may, at its sole option, specify, in a written order of the Corporation Company delivered to the Warrant AgentTrustee, that some or all of the Warrants (other than Warrants issued to or for the account or benefit of a U.S. Person or person in the United States) are to be represented by one or more Global Certificates registered in the name of the Depository or its nominee, and in such event the Corporation Company shall execute and the Warrant Agent Trustee shall certify and deliver one or more Global Certificates that shall: (ai) represent the aggregate number of outstanding Warrants to be represented by such Global Certificate(s); (bii) be delivered by the Warrant Agent Trustee to the Depository or pursuant to the Depository’s 's instructions; and (ciii) bear a legend substantially to the following effect: “"UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND THE CANADIAN DEPOSITORY SERVICES INC. FOR SECURITIES LIMITED (“"CDS”") TO BRIDGEPORT VENTURES INC. (THE “ISSUER”) COMPANY OR THE WARRANT AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENTTRUSTEE, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., . OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL WRONGFUL, SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY AN INTEREST IN THE SECURITIES REPRESENTED BY HEREIN. THIS CERTIFICATE HEREIN AND IT IS SUBJECT TO A VIOLATION MASTER LETTER OF ITS RIGHTS FOR ANOTHER PERSON REPRESENTATION OF THE COMPANY TO HOLDCDS, TRANSFER AS SUCH LETTER MAY BE REPLACED OR DEAL WITH THIS CERTIFICATE”AMENDED FROM TIME TO TIME." (2) Transfers of beneficial ownership in any Warrant represented by a Global Certificate will be effected only: only (ai) with respect to the interest of a Participant, through records maintained by the Depository or its nominee for such Global Certificate, and and (bii) with respect to the interest of any person other than a Participant, through records maintained by Participants. Beneficial Owners who are not Participants but who desire to sell or otherwise transfer ownership of or any other interest in Warrants represented by such Global Certificate may do so only through a Participant. (3) Notwithstanding subsection 2.8(2), no Warrant represented by a Global Certificate may be transferred or exercised at any time prior to the delivery of the Release Certificate (as defined in the Special Warrant Indenture) to the Trustee in accordance with the Special Warrant Indenture unless, prior to such transfer or exercise, the holder of such Warrant shall have (i) caused such Warrant to be represented by a definitive fully registered Warrant Certificate instead of such Global Certificate and (ii) taken all other action necessary to transfer or exercise such Warrant, as the case may be, in accordance with this Indenture. (4) The rights of Beneficial Owners shall be limited to those established by applicable law and agreements between the Depository and the Participants and between such Participants and Beneficial Owners and must be exercised through a Participant in accordance with the rules and procedures of the Depository. (4) Each of the parties hereto acknowledges and agrees that such Holders through their respective Participants are collectively entitled, under the terms hereof, to all of the rights accorded to registered holders of Warrants and are bound by all of the obligations of such Holder. (5) Subject to subsections 2.14(62.8(6) and (7) and 3.2(6) ), neither the Corporation Company nor the Warrant Agent Trustee shall be under any obligation to deliver to any Participant or Beneficial Owner, nor shall any Participant or Beneficial Owner have any right to require the delivery of, a certificate or other instrument evidencing any interest in Warrants represented by a Global Certificate. Beneficial Owners who are not Participants but who desire to exercise Warrants represented by a Global Certificate may do so only through a Participant in accordance with subsection 3.2(6)Warrants. (6) If any Warrant is represented by a Global Certificate and any of the following events occurs: (a) the Depository or the Company has notified the Warrant Agent Trustee that (1) the Depository is unwilling or unable to continue as Depository or (2) the Depository ceases to be a clearing agency in good standing under applicable laws and, in either case, the Company is unable to locate a qualified successor Depository within 90 days of delivery of such notice; (b) the Corporation Company has determined, in its sole discretion, with the consent of the Warrant AgentTrustee, to terminate the book entry only system in respect of such Global Certificate and has communicated such determination to the Warrant Agent Trustee in writing; (c) the Corporation Company or the Depository is required by applicable law to take the action contemplated in this Section 2.14(6subsection 2.8(6); or (d) the book entry only system administrated administered by the Depository ceases to exist, ; then one or more definitive fully registered Warrant Certificates shall be executed by the Corporation Company and certified and delivered by the Warrant Agent Trustee to the Depository in exchange for the Global Certificate(s) held by the Depository. (7) Fully registered Warrant Certificates issued and exchanged pursuant to Section 2.14(6subsection 2.8(6) shall be registered in such names and in such denominations as the Depository shall instruct the Warrant AgentTrustee, provided that the aggregate number of Warrants represented by such Warrant Certificates shall be equal to the aggregate number of Warrants represented by the Global Certificate(s) so exchanged. Upon exchange of a Global Certificate for one or more Warrant Certificates in definitive form, such Global Certificate shall be cancelled by the Warrant AgentTrustee. (8) Notwithstanding anything herein or in the terms of the Warrant Certificates to the contrary, neither the Corporation Company nor the Warrant Agent Trustee nor any agent thereof shall have any responsibility or liability for: for (ai) the records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by any Global Certificate (other than the applicable Depository or its nominee); , (bii) for maintaining, supervising or reviewing any records of the Depository or any Participant relating to any such interest; or , or (ciii) any advice or representations representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Participant.

Issue of Global Certificates. (1) Except for any Warrant Certificates issued to, or for the account or benefit of, persons in the United States or U.S. Persons, which shall be issued in individually certificated form, the Corporation The Company may, at its sole option, specify, in a written order of the Corporation Company delivered to the Warrant Agent, that some or all of the Warrants are to be represented by one or more Global Certificates registered in the name of the Depository or its nominee, and in such event the Corporation Company shall execute and the Warrant Agent shall certify and deliver one or more Global Certificates that shall: (ai) represent the aggregate number of outstanding Warrants to be represented by such Global Certificate(s); (bii) be delivered by the Warrant Agent to the Depository or pursuant to the Depository’s 's instructions; and (ciii) bear a legend substantially to the following effect: “"UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND THE CANADIAN DEPOSITORY SERVICES INC. FOR SECURITIES LIMITED (“"CDS”") TO BRIDGEPORT VENTURES INC. (THE “ISSUER”) COMPANY OR THE WARRANT AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENTAGENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., . OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL WRONGFUL, SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY AN INTEREST IN THE SECURITIES REPRESENTED BY HEREIN. THIS CERTIFICATE HEREIN AND IT IS SUBJECT TO A VIOLATION MASTER LETTER OF ITS RIGHTS FOR ANOTHER PERSON REPRESENTATION OF THE COMPANY TO HOLDCDS, TRANSFER AS SUCH LETTER MAY BE REPLACED OR DEAL WITH THIS CERTIFICATE”AMENDED FROM TIME TO TIME." (2) Transfers of beneficial ownership in any Warrant represented by a Global Certificate will be effected only: only (ai) with respect to the interest of a Participant, through records maintained by the Depository or its nominee for such Global Certificate, and and (bii) with respect to the interest of any person other than a Participant, through records maintained by Participants. Beneficial Owners who are not Participants but who desire to sell or otherwise transfer ownership of or any other interest in Warrants represented by such Global Certificate may do so only through a Participant. (3) Notwithstanding subsection 2.22(2), no Warrant represented by a Global Certificate may be exercised unless, prior to such exercise, the holder of such Warrant shall have (i) caused such Warrant to be represented by a definitive fully registered Warrant Certificate instead of such Global Certificate and (ii) taken all other action necessary to exercise such Warrant in accordance with this Agreement. (4) The rights of Beneficial Owners shall be limited to those established by applicable law and agreements between the Depository and the Participants and between such Participants and Beneficial Owners and must be exercised through a Participant in accordance with the rules and procedures of the Depository. (4) Each of the parties hereto acknowledges and agrees that such Holders through their respective Participants are collectively entitled, under the terms hereof, to all of the rights accorded to registered holders of Warrants and are bound by all of the obligations of such Holder. (5) Subject to subsections 2.14(6) and (7) and 3.2(6) subsection 2.22(6), neither the Corporation Company nor the Warrant Agent shall be under any obligation to deliver to any Participant or Beneficial Owner, nor shall any Participant or Beneficial Owner have any right to require the delivery of, a certificate or other instrument evidencing any interest in Warrants represented by a Global Certificate. Beneficial Owners who are not Participants but who desire to exercise Warrants represented by a Global Certificate may do so only through a Participant in accordance with subsection 3.2(6)Warrants. (6) If any Warrant is represented by a Global Certificate and any of the following events occurs: (a) the Depository or the Company has notified the Warrant Agent that (1) the Depository is unwilling or unable to continue as Depository or (2) the Depository ceases to be a clearing agency in good standing under applicable laws and, in either case, the Company is unable to locate a qualified successor Depository within 90 days of delivery of such notice; (b) the Corporation Company has determined, in its sole discretion, with the consent of the Warrant Agent, to terminate the book entry only system in respect of such Global Certificate and has communicated such determination to the Warrant Agent in writing; (c) the Corporation Company or the Depository is required by applicable law to take the action contemplated in this Section 2.14(6subsection 2.22(6); or (d) the book entry only system administrated administered by the Depository ceases to exist, ; then one or more definitive fully registered Warrant Certificates shall be executed by the Corporation Company and certified and delivered by the Warrant Agent to the Depository in exchange for the Global Certificate(s) held by the Depository. (7) . Fully registered Warrant Certificates issued and exchanged pursuant to Section 2.14(6this subsection 2.22(6) shall be registered in such names and in such denominations as the Depository shall instruct the Warrant Agent, provided that the aggregate number of Warrants represented by such Warrant Certificates shall be equal to the aggregate number of Warrants represented by the Global Certificate(s) so exchanged. Upon exchange of a Global Certificate for one or more Warrant Certificates in definitive form, such Global Certificate shall be cancelled by the Warrant Agent. (8) 7) Notwithstanding anything herein or in the terms of the Warrant Certificates to the contrary, neither the Corporation Company nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for: for (ai) the records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by any Global Certificate (other than the applicable Depository or its nominee); , (bii) for maintaining, supervising or reviewing any records of the Depository or any Participant relating to any such interest; or , or (ciii) any advice or representations representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Participant.

Issue of Global Certificates. (1) Except for any Warrant Certificates issued to, or for the account or benefit of, persons in the United States or U.S. Persons, which shall be issued in individually certificated form, the Corporation may, at its sole option, specify, in a written order of the Corporation delivered to the Warrant Agent, that some or all of the Warrants are to be represented by one or more Global Certificates registered in the name of the Depository or its nominee, and in such event the Corporation shall execute and the Warrant Agent shall certify and deliver one or more Global Certificates that shall: (a) represent the aggregate number of outstanding Warrants to be represented by such Global Certificate(s); (b) be delivered by the Warrant Agent to the Depository or pursuant to the Depository’s instructions; and (c) bear a legend substantially to the following effect: “UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO BRIDGEPORT VENTURES INC. (THE “ISSUER”) OR THE WARRANT AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED ISREQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE” (2) Transfers of beneficial ownership in any Warrant represented by a Global Certificate will be effected only: (a) with respect to the interest of a Participant, through records maintained by the Depository or its nominee for such Global Certificate, and (b) with respect to the interest of any person other than a Participant, through records maintained by Participants. Beneficial Owners who are not Participants but who desire to sell or otherwise transfer ownership of or any other interest in Warrants represented by such Global Certificate may do so only through a Participant. (3) The rights of Beneficial Owners shall be limited to those established by applicable law and agreements between the Depository and the Participants and between such Participants and Beneficial Owners and must be exercised through a Participant in accordance with the rules and procedures of the Depository. (4) Each of the parties hereto acknowledges and agrees that such Holders through their respective Participants are collectively entitled, under the terms hereof, to all of the rights accorded to registered holders of Warrants and are bound by all of the obligations of such Holder. (5) Subject to subsections 2.14(6) and (7) and 3.2(6) neither the Corporation nor the Warrant Agent shall be under any obligation to deliver to any Participant or Beneficial Owner, nor shall any Participant or Beneficial Owner have any right to require the delivery of, a certificate or other instrument evidencing any interest in Warrants represented by a Global Certificate. Beneficial Owners BeneficialOwners who are not Participants but who desire to exercise Warrants represented by a Global Certificate may do so only through a Participant in accordance with subsection 3.2(6)) . (6) If any Warrant is represented by a Global Certificate and any of the following events occurs: (a) the Depository or the Company has notified the Warrant Agent that (1) the Depository is unwilling or unable to continue as Depository or (2) the Depository ceases to be a clearing agency in good standing under applicable laws and, in either case, the Company is unable to locate a qualified successor Depository within 90 days of delivery of such notice; (b) the Corporation has determined, in its sole discretion, with the consent of the Warrant Agent, to terminate the book entry only system in respect of such Global Certificate and has communicated such determination to the Warrant Agent in writing; (c) the Corporation or the Depository is required by applicable law to take the action contemplated in this Section 2.14(6); or (d) the book entry only system administrated by the Depository ceases to exist, then one or more definitive fully registered Warrant Certificates shall be executed by the Corporation and certified and delivered by the Warrant Agent to the Depository in exchange for the Global Certificate(s) held by the Depository. (7) Fully registered Warrant Certificates issued and exchanged pursuant to Section 2.14(6) shall be registered in such names and in such denominations as the Depository shall instruct the Warrant Agent, provided that the aggregate number of Warrants represented by such Warrant Certificates shall be equal to the aggregate number of Warrants represented by the Global Certificate(s) so exchanged. Upon exchange of a Global Certificate for one or more Warrant Certificates in definitive form, such Global Certificate shall be cancelled by the Warrant Agent. (8) Notwithstanding anything herein or in the terms of the Warrant Certificates to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for: (a) the records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by any Global Certificate (other than the applicable Depository or its nominee); (b) maintaining, supervising or reviewing any records of the Depository or any Participant relating to any such interest; or (c) advice or representations made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Participant.

Issue of Global Certificates. (1) Except for any Warrant Certificates issued to, or for the account or benefit of, persons in the United States or U.S. Persons, which shall be issued in individually certificated form, the Corporation The Company may, at its sole option, specify, in a written order of the Corporation Company delivered to the Warrant Agent, that some or all of the Warrants are to be represented by one or more Global Certificates registered in the name of the Depository or its nominee, and in such event the Corporation Company shall execute and the Warrant Agent shall certify and deliver one or more Global Certificates that shall: (ai) represent the aggregate number of outstanding Warrants to be represented by such Global Certificate(s); (bii) be delivered by the Warrant Agent to the Depository or pursuant to the Depository’s instructions; and (ciii) bear a legend substantially to the following effect: “UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO BRIDGEPORT VENTURES INCPEAK GOLD LTD. (THE “ISSUER”) OR THE WARRANT AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY AN INTEREST IN THE SECURITIES REPRESENTED BY HEREIN. THIS CERTIFICATE HEREIN AND IT IS ISSUED PURSUANT TO A VIOLATION MASTER LETTER OF ITS RIGHTS FOR ANOTHER PERSON REPRESENTATION OF THE ISSUER TO HOLDCDS, TRANSFER AS SUCH LETTER MAY BE REPLACED OR DEAL WITH THIS CERTIFICATEAMENDED FROM TIME TO TIME.” (2) Transfers of beneficial ownership in any Warrant represented by a Global Certificate will be effected only: only (ai) with respect to the interest of a Participant, through records maintained by the Depository or its nominee for such Global Certificate, and and (bii) with respect to the interest of any person other than a Participant, through records maintained by Participants. Beneficial Owners who are not Participants but who desire to sell or otherwise transfer ownership of or any other interest in Warrants represented by such Global Certificate may do so only through a Participant. (3) Notwithstanding subsection 2.22(2), no Warrant represented by a Global Certificate may be exercised unless, prior to such exercise, the holder of such Warrant shall have (i) caused such Warrant to be represented by a definitive fully registered Warrant Certificate instead of such Global Certificate and (ii) taken all other action necessary to exercise such Warrant in accordance with this Agreement. (4) The rights of Beneficial Owners shall be limited to those established by applicable law and agreements between the Depository and the Participants and between such Participants and Beneficial Owners and must be exercised through a Participant in accordance with the rules and procedures of the Depository. (4) Each of the parties hereto acknowledges and agrees that such Holders through their respective Participants are collectively entitled, under the terms hereof, to all of the rights accorded to registered holders of Warrants and are bound by all of the obligations of such Holder. (5) Subject to subsections 2.14(6) and (7) and 3.2(6) subsection 2.22(6), neither the Corporation Company nor the Warrant Agent shall be under any obligation to deliver to any Participant or Beneficial Owner, nor shall any Participant or Beneficial Owner have any right to require the delivery of, a certificate or other instrument evidencing any interest in Warrants represented by a Global Certificate. Beneficial Owners who are not Participants but who desire to exercise Warrants represented by a Global Certificate may do so only through a Participant in accordance with subsection 3.2(6)Warrants. (6) If any Warrant is represented by a Global Certificate and any of the following events occurs: (a) the Depository or the Company has notified the Warrant Agent that (1) the Depository is unwilling or unable to continue as Depository or (2) the Depository ceases to be a clearing agency in good standing under applicable laws and, in either case, the Company is unable to locate a qualified successor Depository within 90 days of delivery of such notice; (b) the Corporation Company has determined, in its sole discretion, with the consent of the Warrant Agent, to terminate the book entry only system in respect of such Global Certificate and has communicated such determination to the Warrant Agent in writing; (c) the Corporation Company or the Depository is required by applicable law to take the action contemplated in this Section 2.14(6subsection 2.22(6); or (d) the book entry only system administrated administered by the Depository ceases to exist, ; then one or more definitive fully registered Warrant Certificates shall be executed by the Corporation Company and certified and delivered by the Warrant Agent to the Depository in exchange for the Global Certificate(s) held by the Depository. (7) . Fully registered Warrant Certificates issued and exchanged pursuant to Section 2.14(6this subsection 2.22(6) shall be registered in such names and in such denominations as the Depository shall instruct the Warrant Agent, provided that the aggregate number of Warrants represented by such Warrant Certificates shall be equal to the aggregate number of Warrants represented by the Global Certificate(s) so exchanged. Upon exchange of a Global Certificate for one or more Warrant Certificates in definitive form, such Global Certificate shall be cancelled by the Warrant Agent. (8) 7) Notwithstanding anything herein or in the terms of the Warrant Certificates to the contrary, neither the Corporation Company nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for: for (ai) the records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by any Global Certificate (other than the applicable Depository or its nominee); , (bii) for maintaining, supervising or reviewing any records of the Depository or any Participant relating to any such interest; or , or (ciii) any advice or representations representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Participant.