Common use of Limitation on Shares Issuable on Conversion Clause in Contracts

Limitation on Shares Issuable on Conversion. (a) Notwithstanding any other provision of this Agreement, but subject to the last paragraph of this clause 5.4, the aggregate number of Investor’s Shares issuable upon Conversion, together with the number of Investor’s Shares issued upon exercise of Warrants, shall not exceed 22,388,029 Shares, as adjusted on a proportionate basis to reflect any Security Structure Event (the Share Maximum), unless and to the extent the Company has obtained approval by its shareholders for the issuance of additional Investor’s Shares in a manner and form required by the TSX, or has otherwise obtained the approval of the TSX to issue Shares in excess of the Share Maximum without shareholder approval. (b) If in the opinion of the Investor it is likely that the issuance of Investor’s Shares upon a Conversion, together with the number of Investor’s Shares issued upon exercise of Warrants, would result in the issuance of a number of Shares in excess of the Share Maximum or result in the Investor becoming a "control person" (as defined in the Securities Act (British Columbia)), the Investor may on notice require that the Company call and hold a special or extraordinary meeting of shareholders to seek the required shareholder approval, which the Company shall hold within sixty (60) days of the date that the Investor has delivered notice to the Company. (c) If the Share Maximum referred to in clause 5.4(a) above would be exceeded on a Conversion and the Company is unable to obtain the approval of its shareholders for the issuance of additional Investor’s Shares in excess of the Share Maximum, then without limiting any of the Investor’s other rights under this Agreement: (i) the Investor may by written notice to the Company (Cash Conversion Notice) require the Company to pay a cash amount to the Investor equal to Y multiplied by $C, where:

Limitation on Shares Issuable on Conversion. (a) Notwithstanding any other provision of this Agreement, but subject to the last paragraph of this clause 5.4, the aggregate number of Investor’s Shares issuable upon Conversion, together with the number of Investor’s Shares issued upon exercise of Warrants, shall not exceed 22,388,029 24,339,125 Shares, as adjusted on a proportionate basis to reflect any Security Structure Event (the Share Maximum), unless and to the extent the Company has obtained approval by its shareholders for the issuance of additional Investor’s Shares in a manner and form required by the TSX, or has otherwise obtained the approval of the TSX to issue Shares in excess of the Share Maximum without shareholder approval. (b) If in the opinion of the Investor it is likely that the issuance of Investor’s Shares upon a Conversion, together with the number of Investor’s Shares issued upon exercise of Warrants, would result in the issuance of a number of Shares in excess of the Share Maximum or result in the Investor becoming a "“control person" ” (as defined in the Securities Act (British Columbia)), the Investor may on notice require that the Company call and hold a special or extraordinary meeting of shareholders to seek the required shareholder approval, which the Company shall hold within sixty (60) days of the date that the Investor has delivered notice to the Company. (c) If the Share Maximum referred to in clause 5.4(a) above would be exceeded on a Conversion and the Company is unable to obtain the approval of its shareholders for the issuance of additional Investor’s Shares in excess of the Share Maximum, then without limiting any of the Investor’s other rights under this Agreement: (i) the Investor may by written notice to the Company (Cash Conversion Notice) require the Company to pay a cash amount to the Investor equal to Y multiplied by $C, where:: Y = the number of new Investor’s Shares required to be issued to the Investor in excess of the Share Maximum; and $C = the VWAP per Share on the date of issuance of the relevant Conversion Notice, (Cash Conversion Amount); and (ii) upon the Company receiving a Cash Conversion Notice from the Investor, the Company must within five (5) Business Days pay the Investor in immediately available funds the Cash Conversion Amount. (d) Notwithstanding any right of Conversion hereunder, Investor will not be entitled to convert that portion of the Amount Outstanding representing the Total Interest Amount until such time as the relevant pro rata amount has accrued in accordance with this clause 5.4(d). For purposes of determining that portion of the Amount Outstanding represented by principal, fees and expenses and the Total Interest Amount in connection with Conversions, in all cases a Conversion will be deemed to apply first to the amounts constituting the principal amount, followed by amounts constituting fees and expenses and with the final balance of the Amount Outstanding representing the Total Interest Amount. The Total Interest Amount will accrue for purposes of this clause 5.4(d) in respect of the US$200,000 Total Interest Amount for the Convertible Security, in equal monthly increments of US$8,333.33 commencing at the end of the first month following the issue of the Convertible Security and the end of each month thereafter for 24 months. In the event that a Conversion and/or exercise of Warrants would result in the Investor becoming an “Insider” (as defined in TSX Rules) of the Company, such Conversion and/or exercise of Warrants will be postponed and will not be effective until the TSX has approved a personal information form(s), or waived the requirement therefor, in respect of the Investor. In addition, in the event that a Conversion and/or exercise of Warrants would “materially affect control” (as defined in TSX Rules) of the Company, and/or result in the Investor becoming a “control person” (as defined in the Securities Act (British Columbia)), such Conversion and/or exercise of Warrants will be postponed and will not be effective until the Parties comply with all requirements under TSX Rules and Canadian Securities Laws, as applicable. For greater certainty, if a Conversion and/or exercise of Warrants is postponed in accordance with this clause 5.4(d), such postponement will not constitute an Event of Default.

Limitation on Shares Issuable on Conversion. (a) Notwithstanding any other provision of this Agreement, but subject to the last paragraph of this clause 5.4, the aggregate number of Investor’s 's Shares issuable upon Conversion, together with the number of Investor’s 's Shares issued upon exercise of Warrants, shall not exceed 22,388,029 87,140,789 Shares, as adjusted on a proportionate basis to reflect any Security Structure Event (the Share Maximum), unless and to the extent the Company has obtained approval by its shareholders for the issuance of additional Investor’s 's Shares in a manner and form required by the TSX, or has otherwise obtained the approval of the TSX to issue Shares in excess of the Share Maximum without shareholder approval. (b) If in the opinion of the Investor it is likely that the issuance of Investor’s 's Shares upon a ConversionConversion or exercise of Warrants, together with the number of Investor’s 's Shares issued issuable upon exercise of Warrants, would result in the issuance of a number of Shares in excess of the Share Maximum or result in the Investor becoming a "control person" (as defined in the Securities Act (British Columbia)Ontario), the Investor may on notice require that the Company call and hold a special or extraordinary meeting of shareholders to seek the required shareholder approval, which the Company shall hold within sixty (60) days of the date that the Investor has delivered notice to the Company. Management of the Company shall make a positive recommendation in the materials sent to shareholders at such meeting to vote in favour of the Investor becoming a "control person" of the Company and/or being issued Investor's Shares. (c) If the Share Maximum referred to in clause 5.4(a) above would be exceeded on a Conversion and the Company is unable to obtain the approval of its shareholders for the issuance of additional Investor’s 's Shares in excess of the Share Maximum, then without limiting any of the Investor’s 's other rights under this Agreement: (i) the Investor may by written notice to the Company (Cash Conversion Notice) require the Company to pay a cash amount to the Investor equal to Y multiplied by $C, where:

Limitation on Shares Issuable on Conversion. (a) Notwithstanding any other provision of this Agreement, but subject to the last paragraph of this clause 5.4, the aggregate number of Investor’s 's Shares issuable upon Conversion, together with the number of Investor’s 's Shares issued upon exercise of Warrants, Warrants shall not exceed 22,388,029 43,588,000 Shares, as adjusted on a proportionate basis to reflect any Security Structure Event (the Share Maximum), unless and to the extent the Company has obtained approval by its shareholders for the issuance of additional Investor’s 's Shares in a manner and form required by the TSX, or has otherwise obtained the approval of the TSX to issue Shares in excess of the Share Maximum without shareholder approval. (b) If in the opinion of the Investor it is likely that the issuance of Investor’s 's Shares upon a ConversionConversion or exercise of Warrants, together with the number of Investor’s 's Shares issued issuable upon exercise of Warrants, would result in the issuance of a number of Shares in excess of the Share Maximum or result in the Investor becoming a "control person" (as defined in the Securities Act (British Columbia)), the Investor may on notice require that the Company call and hold a special or extraordinary meeting of shareholders to seek the required shareholder approval, which the Company shall hold within sixty (60) days of the date that the Investor has delivered notice to the Company. Management of the Company shall make a positive recommendation in the materials sent to shareholders at such meeting to vote in favour of the Investor becoming a "control person" of the Company and/or being issued Investor's Shares. (c) If the Share Maximum referred to in clause 5.4(a) above would be exceeded on a Conversion and the Company is unable to obtain the approval of its shareholders for the issuance of additional Investor’s 's Shares in excess of the Share Maximum, then without limiting any of the Investor’s 's other rights under this Agreement: (i) the Investor may by written notice to the Company (Cash Conversion Notice) require the Company to pay a cash amount to the Investor equal to Y multiplied by $C, where: