Common use of Legended Warrant Certificates Clause in Contracts

Legended Warrant Certificates. (1) The Warrant Agent understands and acknowledges that the Warrants and the Common Shares issuable upon exercise of the Warrants have not been registered under the U.S. Securities Act. (2) Each Warrant Certificate originally issued to a U.S. Person, a person in the United States or a person for the account or benefit of a U.S. Person or a person in the United States, the certificates evidencing the Common Shares issued upon exercise of such Warrants and all certificates issued in exchange therefor or in substitution thereof, shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE 1933 ACT PROVIDED BY RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE 1933 ACT OR ANY APPLICABLE STATE LAWS, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE COMPANY. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. AT ANY TIME THE COMPANY IS A “FOREIGN ISSUER” AS DEFINED IN RULE 902 UNDER THE 1933 ACT, A NEW CERTIFICATE, BEARING NO LEGEND, THE DELIVERY OF WHICH WILL CONSTITUTE “GOOD DELIVERY” MAY BE OBTAINED FROM THE COMPANY’S TRANSFER AGENT UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN FORM SATISFACTORY TO THE COMPANY AND THE COMPANY’S TRANSFER AGENT TO THE EFFECT THAT THE SALE OF THE SECURITIES IS BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT AT A TIME WHEN THE COMPANY IS A “FOREIGN ISSUER” AS DEFINED IN RULE 902 UNDER THE 1933 ACT.” provided that if, such Warrants or Common Shares are being sold in compliance with the requirements of Rule 904 of Regulation S and in compliance with Canadian local laws and regulations, and provided that the Corporation 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 the Transfer Agent to the effect set forth in Schedule “B” hereto (or as the Company may reasonably prescribe from time to time) together with, if required by the Company, a reasonably acceptable broker’s declaration; and provided, further, that if any such Warrants or Common Shares are being sold pursuant to Rule 144 of the U.S. Securities Act, the legend may be removed by delivery to the Transfer Agent and the Company of an opinion of counsel, of recognized standing reasonably satisfactory to the Company, that such legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws. The Warrant Agent shall, upon receipt of the executed form of “Declaration for Removal of Legend” as set forth in Schedule “B” hereto, issue a new certificate within five Business Days thereof; (3) If a Warrant Certificate or Common Share certificate issued with respect to an exercise of Warrants is tendered for transfer and bears the legend set forth in paragraph 2.20(2) hereof and the holder thereof has not obtained the prior written consent of the Company, the Warrant Agent or the Transfer Agent, the Warrant Agent

Legended Warrant Certificates. (1) The Warrant Agent understands and acknowledges that the Warrants and the Common Shares issuable upon exercise of the Warrants have not been been, and will not be, registered under the U.S. Securities ActAct or the securities laws of any state of the United States. (2) Each Warrant Certificate originally issued to a U.S. Person, a person in the United States or a person for the account or benefit of a U.S. Person or a person in the United States, the and all certificates evidencing the representing Common Shares issued upon exercise of such Warrants and Warrants, as well as all certificates issued in exchange therefor thereof or in substitution thereof, shall shall, until such time as the same is no longer required under applicable requirements of the U.S. Securities Act and applicable state securities laws, bear a legend substantially to the following legendeffect: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 U.S. SECURITIES ACT”)) OR U.S. STATE SECURITIES LAWS. THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO TITAN MEDICAL INC. (THE COMPANY“CORPORATION”), (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACTU.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE 1933 U.S. SECURITIES ACT PROVIDED BY (I) RULE 144 OR (II) RULE 144A THEREUNDER, IF AVAILABLE, AND IN EACH CASE IN ACCORDANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, OR (D) IN A ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE 1933 U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, PROVIDED THAT, IN THE CASE OF TRANSFERS PURSUANT TO (C)(I) OR (D) ABOVE, THE HOLDER HAS, PRIOR TO SUCH SALETRANSFER, FURNISHED TO THE COMPANY CORPORATION AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE COMPANYCORPORATION. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. AT [For Warrants Only: THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THIS WARRANT MAY NOT BE EXERCISED BY OR ON BEHALF OF A U.S. PERSON OR PERSON IN THE UNITED STATES UNLESS THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY TIME THE COMPANY IS A SUCH STATE OR EXEMPTIONS FROM SUCH REGISTRATION REQUIREMENTS ARE AVAILABLE. “FOREIGN ISSUERUNITED STATES” AND “U.S. PERSON” ARE AS DEFINED IN RULE 902 UNDER THE 1933 ACT, A NEW CERTIFICATE, BEARING NO LEGEND, THE DELIVERY OF WHICH WILL CONSTITUTE “GOOD DELIVERY” MAY BE OBTAINED FROM THE COMPANY’S TRANSFER AGENT UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN FORM SATISFACTORY TO THE COMPANY AND THE COMPANY’S TRANSFER AGENT TO THE EFFECT THAT THE SALE OF THE SECURITIES IS BEING MADE IN COMPLIANCE WITH RULE 904 OF BY REGULATION S UNDER THE 1933 ACT AT A TIME WHEN THE COMPANY IS A “FOREIGN ISSUER” AS DEFINED IN RULE 902 UNDER THE 1933 U.S. SECURITIES ACT.” ] provided that if, such Warrants or Common Shares the Securities are being sold in an off-shore transaction and in compliance with the requirements of Rule 904 of Regulation S under the U.S. Securities Act and in compliance with Canadian local laws and regulations, and provided that the Corporation 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 for the Transfer Agent Securities to the effect set forth substantially in the form attached as Schedule “B” hereto (, subject to the Company’s prior approval and which approval shall not be unreasonably withheld or delayed, together with such other evidence as the Company or the registrar and transfer agent for the Securities may reasonably prescribe from time require, which may include an opinion of counsel which the Company shall promptly procure upon the holder’s request, to time) together with, if required by the Company, a reasonably acceptable broker’s effect that the transfer may be completed and the legend removed without registration under the U.S. Securities Act and any applicable state securities laws and the Company shall instruct Computershare Trust Company of Canada to remove such legend within three business days of receipt of such declaration; and provided, provided further, that that, if any such Warrants or Common Shares of the Securities are being sold pursuant to Rule 144 of clause (C) in the legend above, under the U.S. Securities Act, the legend may be removed by delivery to the Transfer Agent and the Computershare Trust Company of Canada of an opinion of counsel, counsel of recognized standing reasonably in form and substance satisfactory to the Company, to the effect that such the legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws. The Warrant Agent shall, upon receipt of the executed form of “Declaration for Removal of Legend” as set forth in Schedule “B” hereto, issue a new certificate within five Business Days thereof; (3) If a Warrant Certificate or Common Share certificate issued with respect to an exercise of Warrants is tendered for transfer and bears the legend set forth in paragraph 2.20(2subsection 2.9(2) hereof and the holder thereof has not obtained the prior written consent of the Company, the Warrant Agent or the Transfer Agentregistrar and transfer agent, as the Warrant Agentcase may be, shall not register such transfer unless the holder complies with the requirements of the said subsection 2.9(2) hereof.

Legended Warrant Certificates. (1) The Warrant Agent understands and acknowledges that the Warrants and the Common Shares issuable upon exercise of the Warrants have not been been, and will not be, registered under the U.S. Securities ActAct or the securities laws of any state of the United States. (2) Each Warrant Certificate originally issued to a U.S. Person, a person in the United States or to a person for the account or benefit of a U.S. Person or a person in the United States, the and all certificates evidencing the representing Common Shares issued upon exercise of such Warrants and Warrants, as well as all certificates issued in exchange therefor thereof or in substitution thereof, shall shall, until such time as the same is no longer required under applicable requirements of the U.S. Securities Act and applicable state securities laws, bear a legend substantially to the following legendeffect: “THE SECURITIES REPRESENTED HEREBY [For Warrants Include: AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF] HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 U.S. SECURITIES ACT”)) OR U.S. STATE SECURITIES LAWS. THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO TITAN MEDICAL INC. (THE COMPANY“CORPORATION”), (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACTU.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE 1933 U.S. SECURITIES ACT PROVIDED BY (I) RULE 144 OR (II) RULE 144A THEREUNDER, IF AVAILABLE, AND IN EACH CASE IN ACCORDANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, OR (D) IN A ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE 1933 U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, PROVIDED THAT, IN THE CASE OF TRANSFERS PURSUANT TO (C), (D) or (E) ABOVE, THE HOLDER HAS, PRIOR TO SUCH SALETRANSFER, FURNISHED TO THE COMPANY CORPORATION AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE COMPANYCORPORATION THAT THE TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. AT [For Warrants Only: THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THIS WARRANT MAY NOT BE EXERCISED BY OR ON BEHALF OF A U.S. PERSON OR PERSON IN THE UNITED STATES UNLESS THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY TIME THE COMPANY IS A SUCH STATE OR EXEMPTIONS FROM SUCH REGISTRATION REQUIREMENTS ARE “FOREIGN ISSUERUNITED STATES” AND “U.S. PERSON” ARE AS DEFINED IN RULE 902 UNDER THE 1933 ACT, A NEW CERTIFICATE, BEARING NO LEGEND, THE DELIVERY OF WHICH WILL CONSTITUTE “GOOD DELIVERY” MAY BE OBTAINED FROM THE COMPANY’S TRANSFER AGENT UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN FORM SATISFACTORY TO THE COMPANY AND THE COMPANY’S TRANSFER AGENT TO THE EFFECT THAT THE SALE OF THE SECURITIES IS BEING MADE IN COMPLIANCE WITH RULE 904 OF BY REGULATION S UNDER THE 1933 ACT AT A TIME WHEN THE COMPANY IS A “FOREIGN ISSUER” AS DEFINED IN RULE 902 UNDER THE 1933 U.S. SECURITIES ACT.” ] provided that if, such Warrants or Common Shares the Securities are being sold in an off-shore transaction and in compliance with the requirements of Rule 904 of Regulation S under the U.S. Securities Act and in compliance with Canadian local laws and regulations, and provided that the Corporation 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 for the Transfer Agent Securities to the effect set forth substantially in the form attached as Schedule “B” hereto (, subject to the Company’s prior approval and which approval shall not be unreasonably withheld or delayed, together with such other evidence as the Company or the registrar and transfer agent for the Securities may reasonably prescribe from time require, which may include an opinion of counsel which the Company shall promptly procure upon the holder’s request, to time) together with, if required by the Company, a reasonably acceptable broker’s effect that the transfer may be completed and the legend removed without registration under the U.S. Securities Act and any applicable state securities laws and the Company shall instruct Computershare Trust Company of Canada to remove such legend within three business days of receipt of such declaration; and provided, provided further, that that, if any such Warrants or Common Shares of the Securities are being sold pursuant to Rule 144 of clause (C) in the legend above, under the U.S. Securities Act, the legend may be removed by delivery to the Transfer Agent and the Computershare Trust Company of Canada of an opinion of counsel, counsel of recognized standing reasonably in form and substance satisfactory to the Company, to the effect that such the legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws. The Warrant Agent shall, upon receipt of the executed form of “Declaration for Removal of Legend” as set forth in Schedule “B” hereto, issue a new certificate within five Business Days thereof; (3) If a Warrant Certificate or Common Share certificate issued with respect to an exercise of Warrants is tendered for transfer and bears the legend set forth in paragraph 2.20(2subsection 2.9(2) hereof and the holder thereof has not obtained the prior written consent of the Company, the Warrant Agent or the Transfer Agentregistrar and transfer agent, as the Warrant Agentcase may be, shall not register such transfer unless the holder complies with the requirements of the said subsection 2.9(2) hereof.

Legended Warrant Certificates. (1a) The Warrant Agent understands and acknowledges that Neither the Warrants and nor the Common Shares issuable upon exercise of the Warrants have not been been, or will be, registered under the U.S. Securities Act or the securities laws of any state of the United States, and may not be offered, sold, transferred or otherwise disposed of by a U.S. Warrantholder unless an exemption from the registration requirements under the U.S. Securities Act and applicable state securities laws is available or the Common Shares issuable on exercise of the Warrants, are the subject of an effective registration statement under the U.S. Securities Act. (2) . Each Warrant Certificate originally issued to a U.S. PersonWarrantholders, a person in the United States or a person for the account or benefit of a U.S. Person or a person in the United States, the certificates evidencing the Common Shares issued upon exercise of such Warrants and all certificates issued in exchange therefor or in substitution thereof, shall bear the following legend: “"THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE ON EXERCISE HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 "U.S. SECURITIES ACT”). THESE ") OR UNDER ANY STATE SECURITIES LAWS, AND THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE ON EXERCISE HEREOF MAY BE OFFERED, SOLD, PLEDGED SOLD OR OTHERWISE TRANSFERRED ONLY TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE COMPANYCORPORATION, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACTU.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) IN COMPLIANCE WITH THE PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE 1933 U.S. SECURITIES ACT PROVIDED BY (i) RULE 144 OR (ii) RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE COMPLIANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, (D) IN COMPLIANCE WITH ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR (E) UNDER AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C)(i) OR (D) IN ABOVE, A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE 1933 ACT OR ANY APPLICABLE STATE LAWS, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AN LEGAL OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTIONEVIDENCE, IN EITHER CASE REASONABLY SATISFACTORY TO THE COMPANYCORPORATION, MUST FIRST BE PROVIDED TO THE CORPORATION AND THE CORPORATION'S TRANSFER AGENT TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “"GOOD DELIVERY” " IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA." THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF, OR FOR THE ACCOUNT OR BENEFIT OF, A PERSON IN THE UNITED STATES OR A U.S. PERSON UNLESS THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. AT ANY TIME THE COMPANY IS A “FOREIGN ISSUER” "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED IN RULE 902 UNDER THE 1933 ACT, A NEW CERTIFICATE, BEARING NO LEGEND, THE DELIVERY OF WHICH WILL CONSTITUTE “GOOD DELIVERY” MAY BE OBTAINED FROM THE COMPANY’S TRANSFER AGENT UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN FORM SATISFACTORY TO THE COMPANY AND THE COMPANY’S TRANSFER AGENT TO THE EFFECT THAT THE SALE OF THE SECURITIES IS BEING MADE IN COMPLIANCE WITH RULE 904 OF BY REGULATION S UNDER THE 1933 ACT AT A TIME WHEN THE COMPANY IS A “FOREIGN ISSUER” AS DEFINED IN RULE 902 UNDER THE 1933 U.S. SECURITIES ACT.” provided that if, such Warrants or Common Shares are being sold in compliance with the requirements of Rule 904 of Regulation S and in compliance with Canadian local laws and regulations, and provided that the Corporation 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 the Transfer Agent to the effect set forth in Schedule “B” hereto (or as the Company may reasonably prescribe from time to time) together with, if required by the Company, a reasonably acceptable broker’s declaration; and provided, further, that if any such Warrants or Common Shares are being sold pursuant to Rule 144 of the U.S. Securities Act, the legend may be removed by delivery to the Transfer Agent and the Company of an opinion of counsel, of recognized standing reasonably satisfactory to the Company, that such legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws. The Warrant Agent shall, upon receipt of the executed form of “Declaration for Removal of Legend” as set forth in Schedule “B” hereto, issue a new certificate within five Business Days thereof"; (3) If a Warrant Certificate or Common Share certificate issued with respect to an exercise of Warrants is tendered for transfer and bears the legend set forth in paragraph 2.20(2) hereof and the holder thereof has not obtained the prior written consent of the Company, the Warrant Agent or the Transfer Agent, the Warrant Agent

Legended Warrant Certificates. (1a) The Warrant Agent understands and acknowledges that the Warrants Special Warrants, and the Common Shares and Warrants issuable upon the exercise of the Special Warrants have not been been, and will not be, registered under the U.S. Securities Act. (2b) Each Warrant Certificate originally issued to a U.S. Person, a person in the United States or a person for the account or benefit of a U.S. Person or a person in the United States, the certificates evidencing the all Common Shares issued upon exercise of such Warrants Warrants, and all certificates issued in exchange therefor or in substitution thereof, shall bear the following legend: “"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 "U.S. SECURITIES ACT”)") OR ANY STATE SECURITIES LAWS. THESE THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANYCORPORATION, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 U.S. SECURITIES ACT, (C) WITHIN THE UNITED STATES IN COMPLIANCE ACCORDANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE 1933 U.S. SECURITIES ACT PROVIDED BY RULE RULES 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE 1933 U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND THE HOLDER HAS, PRIOR TO SUCH SALE, SELLER HAS FURNISHED TO THE COMPANY CORPORATION AN OPINION TO SUCH EFFECT FROM COUNSEL OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE RECOGNIZED STANDING REASONABLY SATISFACTORY TO THE COMPANY. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. AT ANY TIME THE COMPANY IS A “FOREIGN ISSUER” AS DEFINED IN RULE 902 UNDER THE 1933 ACTCORPORATION PRIOR TO SUCH OFFER, A NEW CERTIFICATESALE OR TRANSFER."; provided, BEARING NO LEGEND, THE DELIVERY OF WHICH WILL CONSTITUTE “GOOD DELIVERY” MAY BE OBTAINED FROM THE COMPANY’S TRANSFER AGENT UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN FORM SATISFACTORY TO THE COMPANY AND THE COMPANY’S TRANSFER AGENT TO THE EFFECT THAT THE SALE OF THE SECURITIES IS BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT AT A TIME WHEN THE COMPANY IS A “FOREIGN ISSUER” AS DEFINED IN RULE 902 UNDER THE 1933 ACT.” provided that if, such if Warrants or such Common Shares are being sold in compliance with the requirements of Rule 904 of Regulation S of the U.S. Securities Act and in compliance with Canadian local laws and regulations, and provided that the Corporation 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 the Transfer Agent Corporation's registrar and transfer agent to the effect set forth in Schedule “B” hereto (or as the Company may reasonably prescribe from time to time) together with, if required by the Company, a reasonably acceptable broker’s declaration"C" hereto; and provided, further, that that, if any such Warrants or Common Shares are being sold pursuant to Rule 144 of the U.S. Securities Act, the legend may be removed by delivery to the Transfer Agent registrar and transfer agent and the Company Corporation of an opinion of counsel, of recognized standing reasonably satisfactory to the CompanyCorporation, that such legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws. The Warrant Agent shall, upon receipt of the executed form of “"Declaration for Removal of Legend” " as set forth in Schedule “B” "C" hereto, issue a new certificate within five Business Days three business days thereof; (3c) If a Warrant Certificate or Common Share certificate issued with respect to an exercise of Warrants is tendered for transfer and bears the legend set forth in paragraph 2.20(22.9(2)(b) hereof and the holder thereof has not obtained the prior written consent of the CompanyCorporation, the Warrant Agent or the Transfer Agentregistrar and transfer agent of the Common Shares, as the Warrant Agentcase may be, shall not register such transfer unless the holder complies with the requirements of the said paragraph 2.9 (2) (b) hereof;

Legended Warrant Certificates. (1a) The Warrant Agent understands and acknowledges that the Warrants and the Common Shares issuable upon exercise of the Warrants have not been been, and will not be, registered under the U.S. Securities Act.; (2b) Each Warrant Certificate originally issued to a U.S. Person, a person in the United States or a person for the account or benefit of a U.S. Person or a person in the United States, the certificates evidencing the Common Shares issued upon exercise of such Warrants and all certificates issued in exchange therefor or in substitution thereof, shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 SECURITIES ACT”)) OR ANY STATE SECURITIES LAWS. 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 THE COMPANY, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 SECURITIES ACT, (C) WITHIN THE UNITED STATES IN COMPLIANCE ACCORDANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE 1933 SECURITIES ACT PROVIDED BY RULE RULES 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE 1933 SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND THE HOLDER HAS, PRIOR TO SUCH SALE, SELLER HAS FURNISHED TO THE COMPANY AN OPINION TO SUCH EFFECT FROM COUNSEL OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE RECOGNIZED STANDING REASONABLY SATISFACTORY TO THE COMPANYCOMPANY PRIOR TO SUCH OFFER, SALE OR TRANSFER. DELIVERY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY ARE LISTED ON THE TORONTO STOCK EXCHANGE (THE “TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF THE TSX SINCE THEY ARE NOT CONSTITUTE FREELY TRANSFERABLE AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADATSX. AT ANY TIME THE COMPANY IS A “FOREIGN ISSUER” AS DEFINED IN RULE 902 UNDER THE 1933 ACT, A NEW CERTIFICATE, CERTIFICATE BEARING NO LEGEND, THE DELIVERY OF WHICH WILL CONSTITUTE “GOOD DELIVERY” LEGEND MAY BE OBTAINED FROM CIBC MELLON TRUST COMPANY, AS REGISTRAR AND TRANSFER AGENT OF THE COMPANY’S TRANSFER AGENT , UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO THE CIBC MELLON TRUST COMPANY AND THE COMPANY’S TRANSFER AGENT , TO THE EFFECT THAT THE SUCH SALE OF THE SECURITIES IS BEING MADE IN COMPLIANCE ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT AT A TIME WHEN THE COMPANY IS A “FOREIGN ISSUER” AS DEFINED IN RULE 902 UNDER THE 1933 SECURITIES ACT.” ”; provided that ifthat, such if Warrants or Common Shares are being sold in compliance with the requirements of Rule 904 of Regulation S of the Securities Act and in compliance with Canadian local laws and regulations, and provided that the Corporation 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 the Transfer Agent to the effect set forth in Schedule “B” hereto hereto, along with an accompanying letter from the broker executing the sale of the Warrants indicating such broker’s compliance with the requirements of Rule 904 of Regulation S of the Securities Act and by delivery of an opinion or memorandum of U.S. counsel (or as the Company may reasonably prescribe from time to time) together with, if required by the CompanyTransfer Agent, a reasonably acceptable broker’s declarationaddressed to the Transfer Agent permitting removal of resale restrictions for resales of Warrants by investors in the United States through the facilities of the TSX in reliance upon Rule 904 of Regulation S under the U.S. Securities Act; and provided, further, that that, if any such Warrants or Common Shares are being sold pursuant to Rule 144 of the U.S. Securities Act, the legend may be removed by delivery to the Transfer Agent and the Company of an opinion of counsel, of recognized standing reasonably satisfactory to the Company, that such legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws. The Warrant Agent shall, upon receipt of the executed form of “Declaration for Removal of Legend” as set forth in Schedule “B” hereto, issue a new certificate Warrant Certificate within five three Business Days thereof; (3c) If a Warrant Certificate or Common Share certificate issued with respect to an exercise of Warrants is tendered for transfer and bears the legend set forth in paragraph 2.20(22.20(b) hereof and the holder thereof has not obtained the prior written consent of the Company, the Warrant Agent or shall not register such transfer unless the Transfer Agentholder complies with the requirements of the said paragraph 2.20(b) hereof; and (d) If a Warrant Certificate issued with respect to an exercise of Warrants is tendered for transfer and does not bear the legend set forth in paragraph 2.20(b) hereof, the Warrant AgentAgent shall not register such transfer if it has reason to believe that the transferee is a U.S. Person, is in the United States or is acquiring the Warrants evidenced thereby for the account or benefit of a U.S. Person or a person in the United States.

Legended Warrant Certificates. (1) The Warrant Agent understands and acknowledges that the Warrants and the Common Shares issuable upon exercise of the Warrants have not been been, and will not be, registered under the U.S. Securities Act1933 Act or the securities laws of any state of the United States. Each CDS Global Warrant originally issued in Canada and held by CDS, and each CDS Global Warrant issued in exchange therefor or in substitution thereof shall bear or be deemed to bear the following legend or such variations thereof as the Company may prescribe from time to time: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. ("CDS") TO NUTRITIONAL HIGH INTERNATIONAL INC. (THE "ISSUER") OR 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 (2) 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. Each Warrant Certificate originally issued to a U.S. Person, a person in the United States or a person for the account or benefit of a U.S. Person or a person in the United States, the all certificates evidencing the representing Common Shares issued upon exercise of such Warrants and Warrants, as well as all certificates issued in exchange therefor thereof or in substitution thereof, shall shall, until such time as the same is no longer required under applicable requirements of the 1933 Act and applicable state securities laws, bear a legend substantially to the following legendeffect: “THE SECURITIES REPRESENTED HEREBY [for Warrants, the following will be added: AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF] HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 "U.S. SECURITIES ACT”"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THESE THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF NUTRITIONAL HIGH INTERNATIONAL INC. (THE "CORPORATION") THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE 1933 ACT PROVIDED BY RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE 1933 ACT OR ANY APPLICABLE STATE LAWS, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE COMPANY. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. AT ANY TIME THE COMPANY IS A “FOREIGN ISSUER” AS DEFINED IN RULE 902 UNDER THE 1933 ACT, A NEW CERTIFICATE, BEARING NO LEGEND, THE DELIVERY OF WHICH WILL CONSTITUTE “GOOD DELIVERY” MAY BE OBTAINED FROM THE COMPANY’S TRANSFER AGENT UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN FORM SATISFACTORY TO THE COMPANY AND THE COMPANY’S TRANSFER AGENT TO THE EFFECT THAT THE SALE OF THE SECURITIES IS BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT AT A TIME WHEN THE COMPANY IS A “FOREIGN ISSUER” AS DEFINED IN RULE 902 UNDER THE 1933 ACT.” provided that if, such Warrants or Common Shares are being sold in compliance with the requirements of Rule 904 of Regulation S and in compliance with Canadian local laws and regulations, and provided that the Corporation 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 the Transfer Agent to the effect set forth in Schedule “B” hereto (or as the Company may reasonably prescribe from time to time) together with, if required by the Company, a reasonably acceptable broker’s declaration; and provided, further, that if any such Warrants or Common Shares are being sold pursuant to Rule 144 of the U.S. Securities Act, the legend may be removed by delivery to the Transfer Agent and the Company of an opinion of counsel, of recognized standing reasonably satisfactory to the Company, that such legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws. The Warrant Agent shall, upon receipt of the executed form of “Declaration for Removal of Legend” as set forth in Schedule “B” hereto, issue a new certificate within five Business Days thereof; (3) If a Warrant Certificate or Common Share certificate issued with respect to an exercise of Warrants is tendered for transfer and bears the legend set forth in paragraph 2.20(2) hereof and the holder thereof has not obtained the prior written consent of the Company, the Warrant Agent or the Transfer Agent, the Warrant AgentCORPORATION,

Legended Warrant Certificates. (1) The Warrant Agent understands and acknowledges that the Warrants and the Common Shares issuable upon exercise of the Warrants have not been been, and will not be, registered under the U.S. Securities ActAct or the securities laws of any state of the United States. (2) Each Warrant Certificate originally issued to a U.S. PersonPurchaser, a person in the United States or a person for the account or benefit of a U.S. Person or a person in the United States, the and all certificates evidencing the representing Common Shares issued upon exercise of such Warrants and Warrants, as well as all certificates issued in exchange therefor thereof or in substitution thereof, shall shall, until such time as the same is no longer required under applicable requirements of the U.S. Securities Act and applicable U.S. state securities laws, bear a legend substantially to the following legendeffect: “THE SECURITIES REPRESENTED HEREBY [and for the Warrants, the following shall be added: AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF] HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THESE THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF HEMLO EXPLORERS INC. (THE “COMPANY”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACTU.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE 1933 U.S. SECURITIES ACT PROVIDED BY (1) RULE 144 THEREUNDER, IF AVAILABLE, OR (2) RULE 144A THEREUNDER, IF AVAILABLE, AND AND, IN ACCORDANCE BOTH CASES, IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE 1933 U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND OR (E) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE HOLDER HASU.S. SECURITIES ACT, PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTIONAND, IN EITHER THE CASE REASONABLY SATISFACTORY TO THE COMPANY. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. AT ANY TIME THE COMPANY IS A “FOREIGN ISSUER” AS DEFINED IN RULE 902 UNDER THE 1933 ACT, A NEW CERTIFICATE, BEARING NO LEGEND, THE DELIVERY OF WHICH WILL CONSTITUTE “GOOD DELIVERY” MAY BE OBTAINED FROM THE COMPANY’S TRANSFER AGENT UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN FORM SATISFACTORY TO THE COMPANY AND THE COMPANY’S TRANSFER AGENT TO THE EFFECT THAT THE SALE OF THE SECURITIES IS BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT AT A TIME WHEN THE COMPANY IS A “FOREIGN ISSUER” AS DEFINED IN RULE 902 UNDER THE 1933 ACT.” provided that if, such Warrants or Common Shares are being sold in compliance with the requirements of Rule 904 of Regulation S and in compliance with Canadian local laws and regulations, and provided that the Corporation 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 the Transfer Agent to the effect set forth in Schedule “B” hereto (or as the Company may reasonably prescribe from time to timeC)(1) together with, if required by the Company, a reasonably acceptable broker’s declaration; and provided, further, that if any such Warrants or Common Shares are being sold pursuant to Rule 144 of the U.S. Securities Act, the legend may be removed by delivery to the Transfer Agent and the Company of an opinion of counsel, of recognized standing reasonably satisfactory to the Company, that such legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws. The Warrant Agent shall, upon receipt of the executed form of “Declaration for Removal of Legend” as set forth in Schedule “B” hereto, issue a new certificate within five Business Days thereof; (3) If a Warrant Certificate or Common Share certificate issued with respect to an exercise of Warrants is tendered for transfer and bears the legend set forth in paragraph 2.20(2) hereof and the holder thereof has not obtained the prior written consent of the Company, the Warrant Agent or the Transfer Agent, the Warrant AgentAND

Legended Warrant Certificates. (1) The Warrant Agent understands and acknowledges that that, prior to the Warrants and Registration Date, the Common Shares and Warrants issuable upon exercise of the Warrants Subscription Receipts have not been been, registered under the U.S. Securities Act. (2) Each Warrant Certificate originally issued to a U.S. Person, a person in the United States or a person for the account or benefit of a U.S. Person or a person in the United StatesStates prior to the Registration Date, the certificates evidencing the Common Shares issued upon exercise of such Warrants and all certificates issued in exchange therefor or in substitution thereof, shall bear the following legend: “"THE securities represented hereby HAVE NOT BEEN registered under the united states securities act of 1933, as amended (THE "U.S. Securities ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANYthe CORPORATION, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE ACCORDANCE WITH RULE 903 OR 904 OF REGULATION S UNDER THE 1933 U.S. SECURITIES ACT, (C) IN COMPLIANCE WITH THE PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE 1933 U.S. SECURITIES ACT PROVIDED BY RULE 144 OR RULE 144A THEREUNDERUNDER THE U.S. SECURITIES ACT, IF AVAILABLE, APPLICABLE AND IN ACCORDANCE COMPLIANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE WITH THE PRIOR WRITTEN CONSENT OF the CORPORATION, PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT OR ANY APPLICABLE STATE U.S. SECURITIES LAWS, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE COMPANY. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. AT ANY TIME THE COMPANY IS A “FOREIGN ISSUER” AS DEFINED IN RULE 902 UNDER THE 1933 ACT, A NEW CERTIFICATE, BEARING NO LEGEND, THE DELIVERY OF WHICH WILL CONSTITUTE “GOOD DELIVERY” MAY BE OBTAINED FROM THE COMPANY’S TRANSFER AGENT UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN FORM SATISFACTORY TO THE COMPANY AND THE COMPANY’S TRANSFER AGENT TO THE EFFECT THAT THE SALE OF THE SECURITIES IS BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT AT A TIME WHEN THE COMPANY IS A “FOREIGN ISSUER” AS DEFINED IN RULE 902 UNDER THE 1933 ACT.” " provided that if, prior to the Registration Date, such Warrants or Common Shares are being sold in compliance with the requirements of Rule 904 of Regulation S and in compliance with Canadian local laws and regulations, and provided that the Corporation 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 the Transfer Agent to the effect set forth in Schedule “"B” " hereto (or as the Company may reasonably prescribe from time to time) together with, if required by the Company, a reasonably acceptable broker’s 's declaration; and provided, further, that if any such Warrants or Common Shares are being sold pursuant to Rule 144 of the U.S. Securities Act, the legend may be removed by delivery to the Transfer Agent and the Company of an opinion of counsel, of recognized standing reasonably satisfactory to the Company, that such legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws. The Warrant Agent shall, upon receipt of the executed form of “"Declaration for Removal of Legend” " as set forth in Schedule “"B” " hereto, issue a new certificate within five three Business Days thereof; (3) If a Warrant Certificate or Common Share certificate issued with respect to an exercise of Warrants is tendered for transfer and bears the legend set forth in paragraph 2.20(2) hereof and the holder thereof has not obtained the prior written consent of the Company, the Warrant Agent or the Transfer Agent, the Warrant Agent2.20

Legended Warrant Certificates. (1a) The Warrant Agent understands and acknowledges that the Warrants and the Common Shares issuable upon exercise of the Warrants have not been been, and will not be, registered under the U.S. Securities ActAct or the securities laws of any state of the United States. (2b) Each Warrant Certificate originally issued to a U.S. Person, a person in the United States or a person for the account or benefit of a U.S. Person or a person in the United States, the certificates evidencing the all Common Shares issued upon exercise of such Warrants Warrants, and all certificates issued in exchange therefor or in substitution thereof, shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 U.S. SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THESE THE HOLDER HEREOF, BY PURCHASING OR OTHERWISE HOLDING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE COMPANY, CORPORATION; (B) OUTSIDE THE UNITED STATES IN COMPLIANCE ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT, U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS; (C) IN COMPLIANCE WITH PURSUANT TO THE EXEMPTION EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS UNDER THE 1933 U.S. SECURITIES ACT PROVIDED BY (I) RULE 144 THEREUNDER, IF AVAILABLE OR (II) RULE 144A THEREUNDER, IF AVAILABLE, AND AND, IN BOTH CASES, IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, LAWS OF THE UNITED STATES; OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE 1933 U.S. SECURITIES ACT OR ANY APPLICABLE STATE LAWSSECURITIES LAWS OF THE UNITED STATES AND, AND IN THE HOLDER HASCASE OF PARAGRAPH (C)(I) OR (D) ABOVE, PRIOR TO SUCH SALEOR IF OTHERWISE REQUIRED BY THE CORPORATION, THE SELLER HAS FURNISHED TO THE COMPANY CORPORATION AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, RECOGNIZED STANDING IN EITHER CASE FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANYCORPORATION TO SUCH EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” DELIVERY IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. AT ANY TIME THE COMPANY IS A “FOREIGN ISSUER” AS DEFINED IN RULE 902 UNDER THE 1933 ACT, A NEW CERTIFICATE, BEARING NO LEGEND, THE DELIVERY OF WHICH WILL CONSTITUTE “GOOD DELIVERY” MAY BE OBTAINED FROM THE COMPANY’S TRANSFER AGENT UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN FORM SATISFACTORY TO THE COMPANY AND THE COMPANY’S TRANSFER AGENT TO THE EFFECT THAT THE SALE OF THE SECURITIES IS BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT AT A TIME WHEN THE COMPANY IS A “FOREIGN ISSUER” AS DEFINED IN RULE 902 UNDER THE 1933 ACT.” provided that ifthat, if such Warrants or Common Shares are being sold outside the United States in compliance accordance with the requirements of Rule 904 of Regulation S under the U.S. Securities Act, and in compliance with Canadian any applicable local securities laws and regulations, and provided that the Corporation Company is a “foreign issuer” within the meaning of Regulation S under the U.S. Securities Act at the time of sale, any such the legend set forth above in this paragraph (i) may be removed by providing a declaration to the Transfer Agent Warrant Agent, as registrar and transfer agent, to the effect set forth in Schedule “B” hereto (or as the Company may reasonably prescribe from time to time) ), together with, if required by with such additional documentation as the Company, a reasonably acceptable broker’s declarationCompany or the transfer agent may require; and provided, further, that that, if any such Warrants or Common Shares or Warrants are being sold pursuant to Rule 144 of the U.S. Securities Act, the legend may be removed by delivery to the Transfer Warrant Agent and the Company of an opinion of counsel, of recognized standing reasonably satisfactory to the Company, to the effect that such legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws. The Warrant Agent shall, upon receipt of the executed form of “Declaration for Removal of Legend” as set forth in Schedule “B” hereto, issue a new certificate within five Business Days thereof;. (3c) Each Warrant Certificate originally issued to a U.S. Person, a person in the United States or a person for the account or benefit of a U.S. Person or a person in the United States, and all certificates issued in exchange or in substitution thereof, shall bear the following legend: “THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF A U.S. PERSON OR PERSON IN THE UNITED STATES UNLESS THIS WARRANT AND SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR EXEMPTIONS FROM SUCH REGISTRATION REQUIREMENTS ARE AVAILABLE. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT.” (d) If a Warrant Certificate or Common Share certificate issued with respect to an exercise of Warrants is tendered for transfer and bears the legend set forth in paragraph 2.20(2subsection 2.20(1)(b) hereof and the holder thereof has not obtained the prior written consent of the Company, the Warrant Agent or the Transfer Agent, as the case may be, shall not register such transfer unless the holder complies with the requirements of the said subsection 2.20(1)(b). (2) Each Warrant Certificate, as well as all certificates issued in exchange for or in substitution of the Warrant AgentCertificates, as well as all certificates representing the Common Shares issued upon exercise of the Warrants, unless such issuance, exchange, substitution or exercise shall occur on or subsequent to October 15, 2016, shall bear the following legend: provided that, if at any time, in the opinion of counsel to the Company, such legend is no longer necessary or advisable under applicable Securities Laws, or the holder of any such legended certificate, at the holder’s expense, provides the Company with evidence satisfactory in form and substance to the Company (which may include an opinion of counsel satisfactory to the Company) to the effect that such legend is not required, such legended certificate may thereafter be surrendered to the Company in exchange for a certificate which does not bear such legend.

Legended Warrant Certificates. (1) The Warrant Agent understands and acknowledges that the Warrants and the Common Shares issuable upon exercise of the Warrants have not been been, and will not be, registered under the U.S. Securities ActAct or the securities laws of any state of the United States. (2) Each Warrant Certificate originally issued to a U.S. PersonPurchaser, a person in the United States or a person for the account or benefit of a U.S. Person or a person in the United States, the and all certificates evidencing the representing Common Shares issued upon exercise of such Warrants and Warrants, as well as all certificates issued in exchange therefor thereof or in substitution thereof, shall shall, until such time as the same is no longer required under applicable requirements of the U.S. Securities Act and applicable state securities laws, bear a legend substantially to the following legendeffect: “THE SECURITIES REPRESENTED HEREBY [For Warrants Include: AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF] HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 U.S. SECURITIES ACT”)) OR U.S. STATE SECURITIES LAWS. THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO TITAN MEDICAL INC. (THE COMPANY“CORPORATION”), (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACTU.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE 1933 U.S. SECURITIES ACT PROVIDED BY (I) RULE 144 OR (II) RULE 144A THEREUNDER, IF AVAILABLE, AND IN EACH CASE IN ACCORDANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, OR (D) IN A ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE 1933 U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, PROVIDED THAT, IN THE CASE OF TRANSFERS PURSUANT TO (C), (D) or (E) ABOVE, THE HOLDER HAS, PRIOR TO SUCH SALETRANSFER, FURNISHED TO THE COMPANY CORPORATION AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE COMPANYCORPORATION THAT THE TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. AT [For Warrants Only: THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THIS WARRANT MAY NOT BE EXERCISED BY OR ON BEHALF OF A U.S. PERSON OR PERSON IN THE UNITED STATES UNLESS THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY TIME THE COMPANY IS A SUCH STATE OR EXEMPTIONS FROM SUCH REGISTRATION REQUIREMENTS ARE AVAILABLE. “FOREIGN ISSUERUNITED STATES” AND “U.S. PERSON” ARE AS DEFINED IN RULE 902 UNDER THE 1933 ACT, A NEW CERTIFICATE, BEARING NO LEGEND, THE DELIVERY OF WHICH WILL CONSTITUTE “GOOD DELIVERY” MAY BE OBTAINED FROM THE COMPANY’S TRANSFER AGENT UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN FORM SATISFACTORY TO THE COMPANY AND THE COMPANY’S TRANSFER AGENT TO THE EFFECT THAT THE SALE OF THE SECURITIES IS BEING MADE IN COMPLIANCE WITH RULE 904 OF BY REGULATION S UNDER THE 1933 ACT AT A TIME WHEN THE COMPANY IS A “FOREIGN ISSUER” AS DEFINED IN RULE 902 UNDER THE 1933 U.S. SECURITIES ACT.” ] provided that if, such Warrants or Common Shares the Securities are being sold in an off-shore transaction and in compliance with the requirements of Rule 904 of Regulation S under the U.S. Securities Act and in compliance with Canadian local laws and regulations, and provided that the Corporation 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 for the Transfer Agent Securities to the effect set forth substantially in the form attached as Schedule “B” hereto (, subject to the Company’s prior approval and which approval shall not be unreasonably withheld or delayed, together with such other evidence as the Company or the registrar and transfer agent for the Securities may reasonably prescribe from time require, which may include an opinion of counsel which the Company shall promptly procure upon the holder’s request, to time) together with, if required by the Company, a reasonably acceptable broker’s effect that the transfer may be completed and the legend removed without registration under the U.S. Securities Act and any applicable state securities laws and the Company shall instruct Computershare Trust Company of Canada to remove such legend within three business days of receipt of such declaration; and provided, provided further, that that, if any such Warrants or Common Shares of the Securities are being sold pursuant to Rule 144 of clause (C) in the legend above, under the U.S. Securities Act, the legend may be removed by delivery to the Transfer Agent and the Computershare Trust Company of Canada of an opinion of counsel, counsel of recognized standing reasonably in form and substance satisfactory to the Company, to the effect that such the legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws. The Warrant Agent shall, upon receipt of the executed form of “Declaration for Removal of Legend” as set forth in Schedule “B” hereto, issue a new certificate within five Business Days thereof; (3) If a Warrant Certificate or Common Share certificate issued with respect to an exercise of Warrants is tendered for transfer and bears the legend set forth in paragraph 2.20(2subsection 2.9(2) hereof and the holder thereof has not obtained the prior written consent of the Company, the Warrant Agent or the Transfer Agentregistrar and transfer agent, as the Warrant Agentcase may be, shall not register such transfer unless the holder complies with the requirements of the said subsection 2.9(2) hereof.

Legended Warrant Certificates. (1a) The Warrant Agent understands and acknowledges that the Warrants and the Common Shares issuable upon exercise of the Warrants have not been been, and will not be, registered under the U.S. Securities ActAct or the securities laws of any state of the United States. (2b) Each Warrant Certificate originally issued to a U.S. Person, a person in the United States or a person for the account or benefit of a U.S. Person or a person in the United States, the all certificates evidencing the representing Common Shares issued upon exercise of such Warrants Warrants, and all certificates issued in exchange therefor or in substitution thereof, shall shall, until such time as the same is no longer required under applicable requirements of the U.S. Securities Act and applicable state securities laws, bear a legend substantially to the following legendeffect: “THE SECURITIES REPRESENTED HEREBY [IF A WARRANT: AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF] HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 U.S. SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THESE THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF SANDSTORM RESOURCES LTD. (THE “COMPANY”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 U.S. SECURITIES ACT, (C) WITHIN THE UNITED STATES IN COMPLIANCE ACCORDANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE 1933 U.S. SECURITIES ACT PROVIDED BY RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE OTHERWISE EXEMPT FROM THE REGISTRATION UNDER REQUIREMENTS OF THE 1933 U.S. SECURITIES ACT OR ANY AND APPLICABLE STATE SECURITIES LAWS, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE COMPANY. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. AT ANY TIME THE COMPANY IS A “FOREIGN ISSUER” AS DEFINED IN RULE 902 UNDER THE 1933 ACT, A NEW CERTIFICATE, CERTIFICATE BEARING NO LEGEND, THE DELIVERY OF WHICH WILL CONSTITUTE “GOOD DELIVERY” LEGEND MAY BE OBTAINED FROM THE COMPANY’S REGISTRAR AND TRANSFER AGENT OF THE COMPANY UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO THE COMPANY COMPANY’S REGISTRAR AND TRANSFER AGENT AND THE COMPANY’S TRANSFER AGENT , TO THE EFFECT THAT THE SUCH SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT AT U.S. SECURITIES ACT. [IF A TIME WHEN WARRANT: THIS WARRANT MAY NOT BE EXERCISED BY OR ON BEHALF OF, OR FOR THE COMPANY IS ACCOUNT OR BENEFIT OF, A “FOREIGN ISSUER” AS DEFINED PERSON IN RULE 902 THE UNITED STATES OR A U.S. PERSON UNLESS THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE 1933 ACTU.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE.” ”] provided that ifthat, if such Warrants or Common Shares securities are being sold in compliance with the requirements of Rule 904 of Regulation S and in compliance with Canadian applicable local laws and regulations, and provided that the Corporation 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 the Warrant Agent or the Transfer Agent to Agent, as applicable, in the effect set forth in form of Schedule “B” attached hereto (or as the Company may reasonably prescribe from time to time) together with, if required by the Company, a reasonably acceptable broker’s declaration); and providedprovided further that, further, that if any such Warrants or Common Shares securities are being sold pursuant to Rule 144 of in compliance with the exemption from registration under the U.S. Securities ActAct provided by Rule 144 thereunder, if available, and in compliance with applicable state securities laws, the legend may be removed by delivery to the Transfer Agent Company and the Company of an opinion of counselWarrant Agent or the Transfer Agent, as applicable, of recognized standing a written certification or other evidence reasonably satisfactory to the Company, to the effect that such legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws. The Warrant Agent or the Transfer Agent, as applicable, shall, upon receipt of the executed form of “Declaration for Removal of Legend” as set forth in Schedule “B” hereto, issue a new certificate bearing no legend within five three Business Days thereof;. Delivery of such Schedule “B” may be effected by facsimile transmission thereof. (3c) If a Warrant Certificate or Common Share certificate issued with respect to an exercise of Warrants is tendered for transfer and bears the legend set forth in paragraph 2.20(22.20(b) hereof and the holder thereof has not obtained the prior written consent of the Company, the Warrant Agent or the Transfer Agent, as the Warrant Agentcase may be, shall not register such transfer unless the holder complies with the requirements of the said paragraph 2.20(b) hereof.

Legended Warrant Certificates. (1a) The Warrant Agent understands and acknowledges that the Warrants and the Common Shares issuable upon exercise of the Warrants have not been been, and will not be, registered under the U.S. Securities ActAct or the securities laws of any state of the United States. (2b) Each Warrant Certificate originally issued to a U.S. Person, a person in the United States or a person for the account or benefit of a U.S. Person or a person in the United States, the certificates evidencing the all Common Shares issued upon exercise of such Warrants Warrants, and all certificates issued in exchange therefor or in substitution thereof, shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 U.S. SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. 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 THE COMPANY, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 U.S. SECURITIES ACT, OR (C) WITHIN THE UNITED STATES (1) IN ACCORDANCE WITH RULE 144A UNDER THE U.S. SECURITIES ACT, (C2) IN COMPLIANCE ACCORDANCE WITH RULE 144 UNDER THE U.S. SECURITIES ACT, IF APPLICABLE, (3) PURSUANT TO ANY OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER OF THE 1933 ACT U.S. SECURITIES ACT, PROVIDED BY RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE 1933 ACT OR ANY APPLICABLE STATE LAWS, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY ACCEPTABLE TO THE COMPANYCOMPANY IS PROVIDED THAT SUCH EXEMPTION IS AVAILABLE, OR (4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. AT ANY TIME PROVIDED THAT THE COMPANY IS A “FOREIGN ISSUER” AS DEFINED IN RULE 902 UNDER WITHIN THE 1933 ACTMEANING OF REGULATION S AT THE TIME OF SALE, A NEW CERTIFICATE, BEARING NO LEGEND, THE DELIVERY OF WHICH WILL CONSTITUTE “GOOD DELIVERY” ”, MAY BE OBTAINED FROM THE COMPANY’S TRANSFER AGENT COMPUTERSHARE TRUST COMPANY OF CANADA UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO THE COMPUTERSHARE TRUST COMPANY OF CANADA AND THE COMPANY’S TRANSFER AGENT , TO THE EFFECT THAT THE SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT AT A TIME WHEN THE COMPANY IS A “FOREIGN ISSUER” AS DEFINED IN RULE 902 UNDER THE 1933 U.S. SECURITIES ACT.” provided that ifthat, if such Warrants or Common Shares are being sold in compliance with the requirements of Rule 904 of Regulation S and in compliance with applicable Canadian local securities laws and provided that regulations, and provided that the Corporation Company is a “foreign issuer” ”, within in the meaning of Regulation S S, at the time of sale, any such then unless the Transfer Agent requires a legal opinion, the legend may be removed by providing a declaration to the Transfer Agent to in the effect set forth in form of Schedule “B” hereto (or as the Company may reasonably prescribe from time to time) together with, if required by the Company, a reasonably acceptable broker’s declaration); and providedprovided further that, further, that if any such Warrants or Common Shares are being sold pursuant to under Rule 144 of under the U.S. Securities Act, the legend may be removed by delivery to the Transfer Agent and the Company of an opinion of counsel, of recognized standing reasonably satisfactory to the CompanyCompany and Transfer Agent, to the effect that such legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws. The Warrant Transfer Agent shall, upon receipt of the executed form of “Declaration for Removal of Legend” as set forth in Schedule “B” hereto, issue a new certificate within five three Business Days thereof;. Delivery of such Schedule “B” may be effected by facsimile transmission thereof. (3c) If a Warrant Certificate or Common Share certificate issued with respect to an exercise of Warrants is tendered for transfer and bears the legend set forth in paragraph 2.20(22.20(1)(b) hereof and the holder thereof has not obtained the prior written consent of the Company, the Warrant Agent or the Transfer Agent, as the case may be, shall not register such transfer unless the holder complies with the requirements of the said paragraph 2.20(1)(b) hereof. (2) Each Warrant Certificate originally issued to every Purchaser, as well as all certificates issued in exchange for or in substitution of the Warrant AgentCertificates, as well as all certificates representing the Common Shares issued upon exercise of the Warrants, unless such exchange or substitution shall occur subsequent to November 9, 2008, shall bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE NOVEMBER 9, 2008. WITHOUT PRIOR WRITTEN APPROVAL OF THE 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 THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL NOVEMBER 9, 2008.”; provided that, if at any time, in the opinion of counsel to the Company, such legend is no longer necessary or advisable under applicable Securities Laws, or the holder of any such legended certificate, at the holder’s expense, provides the Company with evidence satisfactory in form and substance to the Company (which may include an opinion of counsel satisfactory to the Company) to the effect that such legend is not required, such legended certificate may thereafter be surrendered to the Company in exchange for a certificate which does not bear such legend.

Legended Warrant Certificates. (1a) The Warrant Agent understands and acknowledges that the Warrants and the Common Shares issuable upon exercise of the Warrants have not been been, and will not be, registered under the U.S. Securities ActAct or the securities laws of any state of the United States. (2b) Each Warrant Certificate originally issued to a U.S. Person, a person in the United States or a person for the account or benefit of a U.S. Person or a person in the United States, the all certificates evidencing the representing Common Shares issued upon exercise of such Warrants Warrants, and all certificates issued in exchange therefor or in substitution thereof, shall shall, until such time as the same is no longer required under applicable requirements of the U.S. Securities Act and applicable state securities laws, bear a legend substantially to the following legendeffect: “THE SECURITIES REPRESENTED EVIDENCED HEREBY [IF A WARRANT: AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF] HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 SECURITIES ACT”)) OR ANY STATE SECURITIES LAWS. THESE THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF SANDSTORM RESOURCES LTD. (THE “CORPORATION”) THAT SUCH SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY EXCEPT (A) (1) TO THE COMPANYCORPORATION, (B2) OUTSIDE THE UNITED STATES IN COMPLIANCE AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE 1933 SECURITIES ACT, IF AVAILABLE, (C3) IN COMPLIANCE WITH PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF APPLICABLE), OR UNDER ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE 1933 SECURITIES ACT, OR (4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT PROVIDED BY RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND (B) IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER LAWS OF THE 1933 ACT OR ANY APPLICABLE STATE LAWS, STATES OF THE UNITED STATES AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE COMPANYJURISDICTIONS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. AT ANY TIME THE COMPANY IS A “FOREIGN ISSUER” AS DEFINED IN RULE 902 UNDER THE 1933 ACT, A NEW CERTIFICATE, CERTIFICATE BEARING NO LEGEND, THE DELIVERY OF WHICH WILL CONSTITUTE “GOOD DELIVERY” LEGEND MAY BE OBTAINED FROM THE COMPANY’S REGISTRAR AND TRANSFER AGENT OF THE CORPORATION UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO THE COMPANY CORPORATION’S REGISTRAR AND TRANSFER AGENT AND THE COMPANY’S TRANSFER AGENT CORPORATION, TO THE EFFECT THAT THE SUCH SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH RULE 903 OR 904 OF REGULATION S UNDER THE 1933 ACT AT A TIME WHEN THE COMPANY IS A “FOREIGN ISSUER” AS DEFINED IN RULE 902 UNDER THE 1933 SECURITIES ACT.” [IF A WARRANT: THIS WARRANT MAY NOT BE EXERCISED BY OR ON BEHALF OF, OR FOR THE ACCOUNT OR BENEFIT OF, A PERSON IN THE UNITED STATES OR A U.S. PERSON UNLESS THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE.]; provided that ifthat, such Warrants or Common Shares if the securities are being sold in compliance an offshore transaction complying with the requirements of Rule 903 or Rule 904 of Regulation S and S, if available, in compliance with Canadian applicable local laws and regulations, and provided that the Corporation is a “foreign issuer” within the meaning of as defined in Regulation S at under the time of saleU.S. Securities Act, any such the legend may be removed by providing a declaration to the Corporation’s Warrant Agent or the Transfer Agent Agent, as applicable, to the effect set forth in Schedule “B” attached hereto (or as the Company Corporation may reasonably prescribe from time to time) together withtime relating to sales pursuant to Rule 904 of Regulation S), a broker acknowledgement, if required by applicable, to the Companyeffect set forth in Schedule “C” attached hereto or such other evidence as is reasonably satisfactory to the Corporation and the Warrant Agent or the Transfer Agent; as applicable, a reasonably acceptable broker’s declaration; and provided, provided further, that that, if any such Warrants or Common Shares securities are being sold pursuant to an exemption from registration under the U.S. Securities Act provided by Rule 144 thereunder (if available), or another available exemption from the registration requirements of the U.S. Securities Act, the legend may be removed by delivery to the Corporation’s Transfer Agent or Warrant Agent, as applicable, and the Company Corporation of an opinion of counsel, of recognized standing reasonably satisfactory to the CompanyCorporation, to the effect that such legend is no longer required under applicable requirements of the U.S. Securities Act or state securities lawslaws and by delivery of such other documents as may be acceptable to the Corporation and the Transfer Agent. The Warrant Agent or the Transfer Agent, as applicable, shall, upon receipt of the executed form of “Declaration for Removal of Legend” as set forth in Schedule “B” and the Form of “Broker Acknowledgement” as set forth in Schedule “C” hereto, issue a new certificate bearing no legend within five three Business Days thereof;. Delivery of such Schedule “B” or Schedule “C”, as applicable, may be effected by facsimile transmission thereof. (3c) If a Warrant Certificate or Common Share certificate issued with respect to an exercise of Warrants is tendered for transfer and bears the legend set forth in paragraph 2.20(22.20(b) hereof and the holder thereof has not obtained the prior written consent of the Company, the Warrant Agent or the Transfer Agent, as the Warrant Agentcase may be, shall not register such transfer unless the holder complies with the requirements of the said paragraph 2.20(b) hereof.