Common use of Limitations on Exercises; Beneficial Ownership Clause in Contracts

Limitations on Exercises; Beneficial Ownership. Other than in contemplation of, upon and following a Fundamental Transaction, the Company shall not effect the exercise of this Warrant, and the Holder shall not have the right to exercise this Warrant, to the extent that after giving effect to such exercise, such Person (together with such Person's affiliates) would beneficially own in excess of 4.99% of the Common Shares outstanding immediately after giving effect to such exercise (the "MAXIMUM PERCENTAGE"). For purposes of the foregoing sentence, the aggregate number of Common Shares beneficially owned by such Person and its affiliates shall include the number of Common Shares issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude Common Shares which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned by such Person and its affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Person and its affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the United States Securities Exchange Act of 1934, as amended. For purposes of this Warrant, in determining the number of outstanding Common Shares, the Holder may rely on the number of outstanding Common Shares as reflected in (1) the Company's most recent Form 20-F, Form 6-K or other public filing with the United States Securities and Exchange Commission or any Canadian regulatory authority, as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or the Transfer Agent setting forth the number of Common Shares outstanding. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one Business Day confirm orally and in writing to the Holder the number of Common Shares then outstanding. In any case, the number of outstanding Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including the SPA Securities and the SPA Warrants, by the Holder and its affiliates since the date as of which such number of outstanding Common Shares was reported. By written notice to the Company, the Holder may increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% specified in such notice; provided that (i) any such increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Company, and (ii) any such increase or decrease will apply only to the Holder and not to any other holder of SPA Warrants.

Limitations on Exercises; Beneficial Ownership. Other than in contemplation of, upon and following a Fundamental Transaction, the The Company shall not effect the exercise of this Warrant, and the Holder shall not have the right to exercise this Warrant, to the extent that after giving effect to such exercise, such Person (together with such Person's affiliates) would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the shares of Common Shares Stock outstanding immediately after giving effect to such exercise (the "MAXIMUM PERCENTAGE")exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Shares Stock beneficially owned by such Person and its affiliates shall include the number of shares of Common Shares Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude shares of Common Shares Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned by such Person and its affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Person and its affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the United States Securities Exchange Act of 1934, as amended. For purposes of this Warrant, in determining the number of outstanding shares of Common SharesStock, the Holder may rely on the number of outstanding shares of Common Shares Stock as reflected in (1) the Company's most recent Form 2010-FK, Form 610-KSB, Form 10-Q, Form 10-QSB, Current Report on Form 8-K or other public filing with the United States Securities and Exchange Commission or any Canadian regulatory authorityCommission, as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or the Transfer Agent setting forth the number of shares of Common Shares Stock outstanding. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one Business Day confirm orally and in writing to the Holder the number of shares of Common Shares Stock then outstanding. In any case, the number of outstanding shares of Common Shares Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the SPA Securities Series A Stock and the SPA Series A Warrants, by the Holder and its affiliates since the date as of which such number of outstanding shares of Common Shares Stock was reported. By written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% specified in such notice; provided that (i) any such increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Company, and (ii) any such increase or decrease will apply only to the Holder and not to any other holder of SPA Series A Warrants. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation.

Limitations on Exercises; Beneficial Ownership. Other than in contemplation of, upon and following a Fundamental Transaction, the The Company shall not effect the exercise of this Warrant, and the Holder shall not have the right to exercise this Warrant, to the extent that after giving effect to such exercise, such Person Holder (together with such PersonHolder's affiliates) would beneficially own in excess of 4.999.99% of the shares of Common Shares Stock or 9.99% of the shares of DSW Stock outstanding immediately after giving effect to such exercise (the "MAXIMUM PERCENTAGE")exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Shares Stock or DSW Stock, as the case may be, beneficially owned by such Person and its affiliates shall include the number of such shares of Common Shares Stock or DSW Stock, as applicable, issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude such shares of Common Shares Stock or DSW Stock, as applicable, which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned by such Person and its affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company or DSW beneficially owned by such Person and its affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the United States Securities Exchange Act of 1934, as amended. For purposes of this Warrant, in determining the number of outstanding shares of Common SharesStock, the Holder may rely on the number of outstanding shares of Common Shares Stock as reflected in the most recent of the following: (1) the Company's most recent Form 2010-FK, Form 610-Q, Current Report on Form 8-K or other public filing with the United States Securities and Exchange Commission or any Canadian regulatory authorityCommission, as the case may be, (2) a more recent public announcement by the Company of which the Holder is informed or (3) any other notice by the Company or the Transfer Agent to the Holder setting forth the number of shares of Common Shares Stock outstanding. For purposes of this Warrant, in determining the number of outstanding shares of DSW Stock, the Holder may rely on the number of outstanding shares of DSW Stock as reflected in the most recent of the following: (1) DSW's most recent Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange Commission, as the case may be, (2) a more recent public announcement by DSW or (3) any other notice by the DSW or its transfer agent to the Holder setting forth the number of shares of DSW Stock outstanding. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one Business Day confirm orally and in writing to the Holder the number of shares of Common Shares Stock then outstanding or similarly use its reasonable best efforts to cause DSW to confirm the number of shares of DSW Stock then outstanding. In any case, the number of outstanding shares of Common Shares Stock or DSW Stock shall be determined after giving effect to the conversion or exercise of securities of the CompanyCompany or DSW, as the case may be,, including the SPA Securities and the SPA Conversion Warrants, by the Holder and its affiliates since the date as of which such number of outstanding shares of Common Shares Stock or DSW Stock was reported. By written notice to the Company, the Holder may increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% specified in such notice; provided that (i) any such increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Company, and (ii) any such increase or decrease will apply only to the Holder and not to any other holder of SPA Warrants.] [For Cerberus Warrant only.]

Limitations on Exercises; Beneficial Ownership. Other than in contemplation of, upon and following a Fundamental Transaction, the The Company shall not effect the exercise of this Warrant, and the Holder no holder of SPA Warrants shall not have the right to exercise this Warrantany SPA Warrants, to the extent that after giving effect to such exercise, such Person any holder (together with such Person's holder’s affiliates) would beneficially own in excess of 4.99% of the shares of Common Shares Stock outstanding immediately after giving effect to such exercise (the "MAXIMUM PERCENTAGE"“Exercise Limitation”). For purposes of the foregoing sentence, the aggregate number shares of Common Shares Stock beneficially owned by such Person a holder and its affiliates shall include the number of Common Shares Stock issuable upon exercise of this Warrant any SPA Warrants with respect to which the determination of such sentence is being made, but shall exclude Common Shares Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant any Warrants beneficially owned by such Person and holder or any of its affiliates and (ii) exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of the Company beneficially owned by such Person and its affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained hereinherein beneficially owned by such holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this paragraphSection 1(f), beneficial ownership shall be calculated in accordance with Section 13(d) of the United States Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”). For purposes of this Warrant, in determining the number of shares of outstanding Common SharesStock, the Holder may rely on the number of outstanding shares of Common Shares Stock as reflected in (1x) the Company's ’s most recent annual, quarterly or current report on Form 2010-FK, 10-Q or Form 68-K or other public filing with the United States Securities and Exchange Commission or any Canadian regulatory authorityK, respectively, as the case may be, ; (2y) a more recent public announcement by the Company or (3z) any other notice by the Company or the Transfer Agent setting forth the number of shares of Common Shares Stock outstanding. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one two Business Day Days confirm orally and in writing to the Holder the number of shares of Common Shares Stock then outstanding. In any case, the number of outstanding shares of Common Shares Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the SPA Securities Notes and the SPA Warrants, by the Holder and or its affiliates since the date as of which such number of outstanding shares of Common Shares Stock was reported. By written notice to the Company, the Holder may increase or decrease the Maximum Percentage Exercise Limitation to any other percentage not in excess of 9.99% specified in such notice; provided provided, that (i) any such increase will not be effective until the sixty-first (61st) 61st day after such notice is delivered to the Company, and (ii) any such increase or decrease will apply only to the Holder and not to any other holder of SPA Warrants. Notwithstanding the foregoing, the Exercise Limitation shall not be applicable on any of the ten Trading Days up to and including the effective date of a Change of Control.

Limitations on Exercises; Beneficial Ownership. Other than in contemplation of, upon and following a Fundamental Transaction, the The Company shall not effect the exercise of this Warrant, and the Holder shall not have the right to exercise this Warrant, to the extent that after giving effect to such exercise, such Person (together with such Person's affiliates) would beneficially own in excess of 4.999.80% (the "Maximum Percentage") of the shares of Common Shares Stock outstanding immediately after giving effect to such exercise (the "MAXIMUM PERCENTAGE")exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Shares Stock beneficially owned by such Person and its affiliates shall include the number of shares of Common Shares Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude shares of Common Shares Stock which would be issuable upon (iA) exercise of the remaining, unexercised portion of this Warrant beneficially owned by such Person and its affiliates and (iiB) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Person and its affiliates (including, without limitation, any convertible notes or convertible preferred stock shares or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the United States Securities Exchange Act of 1934, as amendedamended (the "Exchange Act"). For purposes of this Warrant, in determining the number of outstanding shares of Common SharesStock, the Holder may rely on the number of outstanding shares of Common Shares Stock as reflected in (1) the Company's most recent Form 2010-FK, Form 610-Q, Current Report on Form 8-K or other public filing with the United States Securities and Exchange Commission or any Canadian regulatory authorityCommission, as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or the Transfer Agent setting forth the number of shares of Common Shares Stock outstanding. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing to the Holder the number of shares of Common Shares Stock then outstanding. In any case, the number of outstanding shares of Common Shares Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the SPA Securities and the SPA Warrants, by the Holder and its affiliates since the date as of which such number of outstanding shares of Common Shares Stock was reported. By written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% specified in such notice; provided that (i) any such increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Company, and (ii) any such increase or decrease will apply only to the Holder and not to any other holder of SPA Warrants. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation.

Limitations on Exercises; Beneficial Ownership. Other than in contemplation of, upon and following a Fundamental Transaction, the The Company shall not effect the exercise of this Warrant, and the Holder shall not have the right to exercise this Warrant, to the extent that after giving effect to such exercise, such Person (together with such Person's affiliates) would beneficially own in excess of 4.999.99% (the “Maximum Percentage”) of the shares of Common Shares Stock outstanding immediately after giving effect to such exercise (the "MAXIMUM PERCENTAGE")exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Shares Stock beneficially owned by such Person and its affiliates shall include the number of shares of Common Shares Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude shares of Common Shares Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned by such Person and its affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Person and its affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the United States Securities Exchange Act of 1934, as amendedamended (the "1934 Act"). For purposes of this Warrant, in determining the number of outstanding shares of Common SharesStock, the Holder may rely on the number of outstanding shares of Common Shares Stock as reflected in (1) the Company's most recent Form 2010-FK, Form 610-Q, Current Report on Form 8-K or other public filing with the United States Securities and Exchange Commission or any Canadian regulatory authorityCommission, as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or the Transfer Agent setting forth the number of shares of Common Shares Stock outstanding. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one Business Day confirm orally and in writing to the Holder the number of shares of Common Shares Stock then outstanding. In any case, the number of outstanding shares of Common Shares Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the SPA Securities and the SPA Warrants, by the Holder and its affiliates since the date as of which such number of outstanding shares of Common Shares Stock was reported. By written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% specified in such notice; provided that (i) any such increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Company, and (ii) any such increase or decrease will apply only to the Holder and not to any other holder of SPA Warrants. The provisions of this paragraph shall be construed and implemented in a manner other than in strict conformity with the terms of this Section 1(f) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation.

Limitations on Exercises; Beneficial Ownership. Other than in contemplation of, upon and following a Fundamental Transaction, the The Company shall not effect the exercise of this Warrant, and the Holder shall not have the right to exercise this Warrant, to the extent that after giving effect to such exercise, such Person Holder (together with such Person's Holder’s affiliates) would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the shares of Common Shares Stock outstanding immediately after giving effect to such exercise (the "MAXIMUM PERCENTAGE")exercise. For purposes of the foregoing preceding sentence, the aggregate number of shares of Common Shares Stock beneficially owned by such Person Holder and its affiliates shall include the number of shares of Common Shares Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude shares of Common Shares Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned by such Person Holder and its affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Person Holder and its affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the United States Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”). For purposes of this Warrant, in determining the number of outstanding shares of Common SharesStock, the Holder may rely on the number of outstanding shares of Common Shares Stock as reflected in (1) the Company's ’s most recent Form 2010-FK, Form 610-Q, Current Report on Form 8-K or other public filing with the United States Securities and Exchange Commission or any Canadian regulatory authorityCommission, as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or the Transfer Agent setting forth the number of shares of Common Shares Stock outstanding. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one Business Day confirm orally and in writing to the Holder the number of shares of Common Shares Stock then outstanding. In any case, the number of outstanding shares of Common Shares Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the SPA Securities and the SPA Warrants, by the Holder and its affiliates since the date as of which such number of outstanding shares of Common Shares Stock was reported. The limitations contained in this Section 1(f) shall apply to a successor Holder of this Warrant. [By written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% specified in such notice; provided that (i) any such increase will not be effective until the sixty-first (61st) 61st day after such notice is delivered to the Company, and (ii) any such increase or decrease will apply only to the Holder and not to any other holder of SPA Warrants.] [NOTE: Not to be included in Radcliffe Warrant.]

Limitations on Exercises; Beneficial Ownership. Other than Notwithstanding anything to the contrary contained in contemplation of, upon and following a Fundamental Transaction, the Company shall not effect the exercise of this Warrant, and this Warrant shall not be exercisable by the Holder shall not have the right to exercise this Warrant, hereof to the extent (but only to the extent) that after giving effect to such exercise, such Person (the Holder together with such Person's affiliates) any of its affiliates would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the Common Shares outstanding immediately Stock after giving effect to such exercise. To the extent the above limitation applies, the determination of whether this Warrant shall be exercisable (vis-à-vis other convertible, exercisable or exchangeable securities owned by the Holder or any of its affiliates) and of which such securities shall be exercisable (as among all such securities owned by the Holder) shall, subject to such Maximum Percentage limitation, be determined on the basis of the first submission to the Company for conversion, exercise or exchange (as the "MAXIMUM PERCENTAGE"case may be). For purposes No prior inability to exercise this Warrant pursuant to this paragraph shall have any effect on the applicability of the foregoing sentence, the aggregate number of Common Shares beneficially owned by such Person and its affiliates shall include the number of Common Shares issuable upon exercise provisions of this Warrant paragraph with respect to which the any subsequent determination of such sentence is being made, but shall exclude Common Shares which would be issuable upon (i) exercise of exercisability. For the remaining, unexercised portion of this Warrant beneficially owned by such Person and its affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Person and its affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be calculated determined in accordance with Section 13(d) of the United States Securities Exchange 1934 Act and the rules and regulations promulgated thereunder. The provisions of 1934, as amendedthis paragraph shall be implemented in a manner otherwise than in strict conformity with the terms of this paragraph to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Maximum Percentage limitation. For purposes The limitations contained in this paragraph shall apply to a successor Holder of this Warrant, in determining the number . The holders of outstanding Common Shares, the Holder may rely on the number Stock shall be third party beneficiaries of outstanding Common Shares as reflected in (1) the Company's most recent Form 20-F, Form 6-K or other public filing with the United States Securities this paragraph and Exchange Commission or any Canadian regulatory authority, as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by may not waive this paragraph without the Company or the Transfer Agent setting forth the number consent of holders of a majority of its Common Shares outstandingStock. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing to the Holder the number of shares of Common Shares Stock then outstanding. In , including by virtue of any case, the number of outstanding Common Shares shall be determined after giving effect to the prior conversion or exercise of convertible or exercisable securities of into Common Stock, including, without limitation, pursuant to this Warrant or other securities sold pursuant to the Company, including the SPA Securities and the SPA Warrants, by the Holder and its affiliates since the date as of which such number of outstanding Common Shares was reportedSubscription Agreement. By not less than 61 days’ written notice to the Company, the any Holder may increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% specified in such notice; provided that (ix) any such increase will not be effective until the sixty-first (61st) 61st day after such notice is delivered to the Company, and (iiy) any such increase or decrease will apply only to the Holder sending such notice and not to any other holder of SPA Registered Warrants.