Common use of Legend Requirements Clause in Contracts

Legend Requirements. Consultant acknowledges that the certificates representing the Common Shares shall bear a legend in the following form: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO ENERGY FUELS INC., (B) IF THE SECURITIES HAVE BEEN REGISTERED IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT IN ACCORDANCE WITH RULE 144 THEREUNDER, IF APPLICABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE LAWS AND REGULATIONS GOVERNING THE OFFER AND SALE OF SECURITIES, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO ENERGY FUELS INC. AN OPINION OF COUNSEL OF RECOGNIZED STANDING, OR OTHER EVIDENCE OF EXEMPTION, REASONABLY SATISFACTORY TO ENERGY FUELS INC. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH U.S. SECURITIES LAWS.” Notwithstanding the foregoing, if the certificates representing the Common Shares have been held by Consultant for a period of at least six (6) months after the respective payment dates, and if Rule 144 under the Securities Act is applicable (there being no representations by Company that Rule 144 is applicable), and subject to the restrictions set forth hereof, Consultant may make sales of the Common Shares only under the terms and conditions prescribed by Rule 144 of the Securities Act or other exemptions therefrom and provided that Consultant provides an opinion of counsel of recognized standing in form and substance satisfactory to Company and Company’s transfer agent to the effect that the U.S. restrictive legend is no longer required under applicable requirements of the Securities Act.

Legend Requirements. Consultant acknowledges that If the certificates shares of Parent Common Stock issuable pursuant to the exchange of securities contemplated by Section 1.8(a) above are issued pursuant to the Rule 506 Exemption, then each certificate representing the shares of Parent Common Shares shall bear a legend in Stock will be endorsed with the following form: “legends: (a) THE SECURITIES REPRESENTED HEREBY EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES "ACT”"). THESE SECURITIES , AND MAY NOT BE OFFERED, SOLD, PLEDGED TRANSFERRED, ASSIGNED OR OTHERWISE TRANSFERRED ONLY (A) TO ENERGY FUELS INC., (B) IF THE SECURITIES HAVE BEEN REGISTERED IN COMPLIANCE WITH THE HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION REQUIREMENTS STATEMENT UNDER THE U.S. ACT COVERING SUCH SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS (C) IN COMPLIANCE WITH OR THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT IN ACCORDANCE WITH RULE 144 THEREUNDER, IF APPLICABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE LAWS AND REGULATIONS GOVERNING THE OFFER AND SALE OF SECURITIES, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO ENERGY FUELS INC. COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF RECOGNIZED STANDING, OR OTHER EVIDENCE OF EXEMPTION, THESE SECURITIES REASONABLY SATISFACTORY TO ENERGY FUELS INCTHE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT. (b) Any legend required to be placed thereon by applicable federal or state securities laws. HEDGING TRANSACTIONS INVOLVING If the shares of Parent Common Stock issuable pursuant to the exchange of securities contemplated by Section 1.8(a) above are issued pursuant to the 3(a)(10) Exemption, then each certificate representing shares of Parent Common Stock issued to Affiliates (as defined in Section 6.2(h) below) of the Company will be endorsed with the following legends: (c) THE SECURITIES REPRESENTED HEREBY EVIDENCED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), APPLIES, AND MAY NOT BE CONDUCTED TRANSFERRED UNLESS (1) SUCH TRANSFER IS MADE IN COMPLIANCE ACCORDANCE WITH U.S. THE PROVISIONS OF SUCH RULE 145, (2) SUCH TRANSFER HAS BEEN REGISTERED UNDER THE SECURITIES LAWSACT, OR (3) AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED IS PROVIDED.” Notwithstanding the foregoing, if the certificates representing the Common Shares have been held (d) Any legend required to be placed thereon by Consultant for a period of at least six (6) months after the respective payment dates, and if Rule 144 under the Securities Act is applicable (there being no representations by Company that Rule 144 is applicable), and subject to the restrictions set forth hereof, Consultant may make sales of the Common Shares only under the terms and conditions prescribed by Rule 144 of the Securities Act federal or other exemptions therefrom and provided that Consultant provides an opinion of counsel of recognized standing in form and substance satisfactory to Company and Company’s transfer agent to the effect that the U.S. restrictive legend is no longer required under applicable requirements of the Securities Actstate securities laws.

Legend Requirements. Consultant Seller understands and acknowledges that that: (i) upon the original issuance thereof, and until such time as the same is no longer required under applicable requirements of the U.S. Securities Act or applicable state securities laws, certificates representing the Common Shares and Warrants, and all certificates issued in exchange therefor or in substitution thereof, shall bear a legend in the following formlegend: “"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “"U.S. SECURITIES ACT”"). THESE THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF BUYER THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO ENERGY FUELS INC.BUYER, (B) IF OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES HAVE BEEN REGISTERED ACT, (C) WITHIN THE UNITED STATES IN COMPLIANCE ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT IN ACCORDANCE WITH PROVIDED BY RULE 144 THEREUNDER, IF APPLICABLEAVAILABLE, AND IN ACCORDANCE COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE LAWS AND REGULATIONS GOVERNING THE OFFER AND SALE OF SECURITIES, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO ENERGY FUELS INC. BUYER AN OPINION OF COUNSEL COUNSEL, OF RECOGNIZED STANDING, OR OTHER EVIDENCE OF EXEMPTION, REASONABLY SATISFACTORY TO ENERGY FUELS INCBUYER. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED HEREBY DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE GOOD DELIVERY IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. PROVIDED THAT BUYER IS A "FOREIGN ISSUER" WITHIN THE MEANING OF REGULATION S AT THE TIME OF SALE, A NEW CERTIFICATE BEARING NO LEGEND MAY BE CONDUCTED UNLESS OBTAINED FROM COMPUTERSHARE TRUST COMPANY OF CANADA, AS REGISTRAR AND TRANSFER AGENT, UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN COMPLIANCE A FORM SATISFACTORY TO COMPUTERSHARE TRUST COMPANY OF CANADA AND BUYER, TO THE EFFECT THAT SUCH SALE IS BEING MADE IN ACCORDANCE WITH U.S. SECURITIES LAWSRULE 904 OF REGULATION S UNDER THE 1933 ACT.” Notwithstanding the foregoing, " (ii) if the certificates representing the Common Shares have been held by Consultant for a period of at least six or Warrants are being sold under section (6B) months after the respective payment dates, and if Rule 144 under the Securities Act is applicable (there being no representations by Company that Rule 144 is applicable), and subject to the restrictions set forth hereof, Consultant may make sales of the Common Shares only under the terms and conditions prescribed by Rule 144 of the Securities Act or other exemptions therefrom foregoing legend, and provided that Consultant provides Buyer is a "foreign issuer" within the meaning of Regulation S at the time of sale, any such legend may be removed by providing a declaration to Computershare Trust Company of Canada, as registrar and transfer agent, to the effect set forth in Schedule "C" to the Subscription Agreement (or as Buyer may prescribe from time to time); and (iii) if the Shares or Warrants are being sold under section (C) of the foregoing legend, the legend may be removed by delivery to Computershare Trust Company of Canada and Buyer of an opinion of counsel counsel, of recognized standing in form and substance reasonably satisfactory to Company and Company’s transfer agent to the effect Buyer, that the U.S. restrictive such legend is no longer required under applicable requirements of the U.S. Securities ActAct or state securities laws. For purposes of complying with applicable Securities Laws and Multilateral Instrument 45-102, Resale of Securities, Seller understands and acknowledges that upon the issuance of Shares and Warrants, all the certificates representing the Shares and Warrants, as well as all certificates issued in exchange for or in substitution of the foregoing securities, shall bear the following legend: "UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES SHALL NOT TRADE THESE SECURITIES BEFORE [date which is four months and one day after the date of the Closing]."

Legend Requirements. Consultant The Purchaser understands and acknowledges that that: (i) upon the original issuance thereof, and until such time as the same is no longer required under applicable requirements of the U.S. Securities Act or applicable state securities laws, certificates representing the Common Shares and Warrants, and all certificates issued in exchange therefor or in substitution thereof, shall bear a legend in the following formlegend: “"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “"U.S. SECURITIES ACT”"). THESE THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO ENERGY FUELS INC.THE COMPANY, (B) IF OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES HAVE BEEN REGISTERED ACT, (C) WITHIN THE UNITED STATES IN COMPLIANCE ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT IN ACCORDANCE WITH PROVIDED BY RULE 144 THEREUNDER, IF APPLICABLEAVAILABLE, AND IN ACCORDANCE COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE LAWS AND REGULATIONS GOVERNING THE OFFER AND SALE OF SECURITIES, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO ENERGY FUELS INC. THE COMPANY AN OPINION OF COUNSEL COUNSEL, OF RECOGNIZED STANDING, OR OTHER EVIDENCE OF EXEMPTION, REASONABLY SATISFACTORY TO ENERGY FUELS INCTHE COMPANY. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED HEREBY DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE GOOD DELIVERY IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. PROVIDED THAT THE COMPANY IS A "FOREIGN ISSUER" WITHIN THE MEANING OF REGULATION S AT THE TIME OF SALE, A NEW CERTIFICATE BEARING NO LEGEND MAY BE CONDUCTED UNLESS OBTAINED FROM COMPUTERSHARE TRUST COMPANY OF CANADA, AS REGISTRAR AND TRANSFER AGENT, UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN COMPLIANCE A FORM SATISFACTORY TO COMPUTERSHARE TRUST COMPANY OF CANADA AND THE COMPANY, TO THE EFFECT THAT SUCH SALE IS BEING MADE IN ACCORDANCE WITH U.S. SECURITIES LAWSRULE 904 OF REGULATION S UNDER THE 1933 ACT.” Notwithstanding the foregoing, " (ii) if the certificates representing the Common Shares have been held by Consultant for a period of at least six are being sold under section (6B) months after the respective payment dates, and if Rule 144 under the Securities Act is applicable (there being no representations by Company that Rule 144 is applicable), and subject to the restrictions set forth hereof, Consultant may make sales of the Common Shares only under the terms and conditions prescribed by Rule 144 of the Securities Act or other exemptions therefrom foregoing legend, and provided that Consultant provides the Company is a "foreign issuer" within the meaning of Regulation S at the time of sale, any such legend may be removed by providing a declaration to Computershare Trust Company of Canada, as registrar and transfer agent, to the effect set forth in Schedule "C" hereto (or as the Company may prescribe from time to time); and (iii) if the Shares or Warrants are being sold under section (C) of the foregoing legend, the legend may be removed by delivery to Computershare Trust Company of Canada and the Company of an opinion of counsel counsel, of recognized standing in form and substance reasonably satisfactory to Company and the Company’s transfer agent to the effect , that the U.S. restrictive such legend is no longer required under applicable requirements of the U.S. Securities ActAct or state securities laws. For purposes of complying with applicable Securities Laws and Multilateral Instrument 45-102, Resale of Securities, the Purchaser understands and acknowledges that upon the issuance of Shares or Warrants, all the certificates representing the Shares or Warrants, as well as all certificates issued in exchange for or in substitution of the foregoing securities, shall bear the following legend: "UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES SHALL NOT TRADE THESE SECURITIES BEFORE [date which is four months and one day after the date of the Closing]."

Legend Requirements. Consultant Seller understands and acknowledges that that: (i) upon the original issuance thereof, and until such time as the same is no longer required under applicable requirements of the U.S. Securities Act or applicable state securities laws, certificates representing the Common Shares and Warrants, and all certificates issued in exchange therefor or in substitution thereof, shall bear a legend in the following formlegend: “"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “"U.S. SECURITIES ACT”"). THESE THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF BUYER THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO ENERGY FUELS INC.BUYER, (B) IF OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES HAVE BEEN REGISTERED ACT, (C) WITHIN THE UNITED STATES IN COMPLIANCE ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT IN ACCORDANCE WITH PROVIDED BY RULE 144 THEREUNDER, IF APPLICABLEAVAILABLE, AND IN ACCORDANCE COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE LAWS AND REGULATIONS GOVERNING THE OFFER AND SALE OF SECURITIES, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO ENERGY FUELS INC. AN OPINION OF COUNSEL OF RECOGNIZED STANDING, OR OTHER EVIDENCE OF EXEMPTION, REASONABLY SATISFACTORY TO ENERGY FUELS INC. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH U.S. SECURITIES LAWS.” Notwithstanding the foregoing, if the certificates representing the Common Shares have been held by Consultant for in a period of at least six (6) months after the respective payment dates, and if Rule 144 transaction that does not require registration under the Securities Act is applicable (there being no representations by Company that Rule 144 is applicable), and subject to the restrictions set forth hereof, Consultant may make sales of the Common Shares only under the terms and conditions prescribed by Rule 144 of the U.S. Securities Act or other exemptions therefrom any applicable state laws and regulations governing the offer and sale of securities, and the holder has, prior to such sale, furnished to Buyer an opinion of counsel, of recognized standing, reasonably satisfactory to Buyer. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE GOOD DELIVERY IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. PROVIDED THAT BUYER IS A "FOREIGN ISSUER" WITHIN THE MEANING OF REGULATION S AT THE TIME OF SALE, A NEW CERTIFICATE BEARING NO LEGEND MAY BE OBTAINED FROM COMPUTERSHARE TRUST COMPANY OF CANADA, AS REGISTRAR AND TRANSFER AGENT, UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO COMPUTERSHARE TRUST COMPANY OF CANADA AND BUYER, TO THE EFFECT THAT SUCH SALE IS BEING MADE IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT." 13 (ii) if the Shares or Warrants are being sold under section (B) of the foregoing legend, and provided that Consultant provides Buyer is a "foreign issuer" within the meaning of Regulation S at the time of sale, any such legend may be removed by providing a declaration to Computershare Trust Company of Canada, as registrar and transfer agent, to the effect set forth in Schedule "C" to the Subscription Agreement (or as Buyer may prescribe from time to time); and (iii) if the Shares or Warrants are being sold under section (C) of the foregoing legend, the legend may be removed by delivery to Computershare Trust Company of Canada and Buyer of an opinion of counsel counsel, of recognized standing in form and substance reasonably satisfactory to Company and Company’s transfer agent to the effect Buyer, that the U.S. restrictive such legend is no longer required under applicable requirements of the U.S. Securities ActAct or state securities laws. For purposes of complying with applicable Securities Laws and Multilateral Instrument 45-102, Resale of Securities, Seller understands and acknowledges that upon the issuance of Shares and Warrants, all the certificates representing the Shares and Warrants, as well as all certificates issued in exchange for or in substitution of the foregoing securities, shall bear the following legend: "UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES SHALL NOT TRADE THESE SECURITIES BEFORE [date which is four months and one day after the date of the Closing]."