Common use of Prohibition on Exercise by U.S. Persons; Exception Clause in Contracts

Prohibition on Exercise by U.S. Persons; Exception. (1) Warrants may not be exercised within the United States or by or on behalf of, or for the account or benefit of, any U.S. Person or any person in the United States unless an exemption is available from the registration requirements of the U.S. Securities Act and applicable state securities laws. The Warrant Agent shall be entitled to rely upon the registered address of the Warrantholder as set forth in the Warrantholders register for the purchase of Units in determining whether the address is in the United States or the Warrantholder is a U.S. Person. (2) Any holder which exercises any Warrants shall provide to the Company either: (a) a written certification that such holder (a) at the time of exercise of the Warrants is not in the United States; (b) is not a U.S. Person and is not exercising the Warrants on behalf of a U.S. Person or person in the United States; (c) did not execute or deliver the exercise form for the Warrants in the United States; and (d) has in all other aspects complied with the terms of an "offshore transaction" as defined under Regulation S (which written certification shall be deemed delivered by checking Box 1 in the Exercise Form attached to the Warrant, as provided for in Schedule “A” hereof); or (b) a written certification that the holder (i) purchased the Warrants as part of the Units in the Offering; (ii) is exercising the Warrants solely for its own account or for the benefit of a U.S. Person or a person in the United States for whose account such holder acquired the Warrants as a part of the Units in the Offering and for whose account such holders exercises sole investment discretion; (iii) was and is, and any beneficial purchaser for whose account such holder acquired the Warrant and is exercising the Warrants was and is, a Qualified Institutional Buyer both on the date the Units were purchased in the Offering and on the Exercise Date; and (iv) the representations and warranties made by the holder or any beneficial purchaser, as the case may be, to the Company in such holder’s QIB Letter remain true and correct on the Exercise Date (which written certification shall be deemed delivered by checking Box 2 in the Exercise Form attached to the Warrant, as provided for in Schedule “A” hereof); or (c) a written opinion of counsel of recognized standing in form and substance satisfactory to the Company or evidence satisfactory to the Company to the effect that an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws is available for the issuance of the Warrant Shares issuable on exercise of the Warrants. (3) No Warrant Shares will be registered or delivered to an address in the United States unless the holder of Warrants complies with the requirements of paragraph (b) or (c) of Section 3.7(2).

Prohibition on Exercise by U.S. Persons; Exception. (1a) Warrants may not be exercised within in the United States or by or on behalf of, or for the account or benefit of, any of a U.S. Person unless the offer of Common Shares pursuant to the Warrants is registered under the 1933 Act or any person in the United States unless an exemption is available from the registration requirements of the U.S. Securities 1933 Act and applicable state securities laws. The Warrant Agent shall be entitled to rely upon the registered address of the Warrantholder as set forth in the Warrantholders register for the purchase of Units in determining whether the address is in the United States or the Warrantholder is a U.S. Person.; (2b) Any holder which exercises any Warrants a Warrant shall provide to the Company Corporation and the Trustee, and the Corporation and the Trustee shall be entitled to act and rely thereon, either: (ai) a written certification that such holder (ai) at the time of exercise of the Warrants Warrant is not in the United States; (bii) is not a U.S. Person and is not exercising the Warrants Warrant, on behalf of a U.S. Person or person in the United StatesPerson; and (ciii) did not execute or deliver the exercise form for the Warrants Warrant in the United States; and (d) has in all other aspects complied with the terms of an "offshore transaction" as defined under Regulation S (which written certification shall be deemed delivered by checking Box 1 in the Exercise Form attached to the Warrant, as provided for in Schedule “A” hereof); or; (bii) a written certification that the such holder (i) originally purchased the Warrants Warrant on its own behalf or on behalf of a beneficial purchaser (a “Beneficial Purchaser”), directly from the Corporation pursuant to the Corporation’s offering of Units at a time when the holder was and any Beneficial Purchaser was an accredited investor, as part of defined in Rule 501(a) under the Units in the Offering1933 Act (“Accredited Investor”); (ii) is exercising the Warrants Warrant solely for its own account or for the benefit of a U.S. Person or a person in the United States for whose account such holder acquired the Warrants as a part of the Units in the Offering Beneficial Purchaser, if any, and for whose account such holders exercises sole investment discretionnot on behalf of any other person; and (iii) was and is, and any beneficial purchaser for whose account such holder acquired the Warrant and is exercising the Warrants was and Beneficial Purchaser, if any, is, a Qualified Institutional Buyer both an Accredited Investor on the date the Units were purchased in the Offering and on the Exercise Date; and (iv) the representations and warranties made by the holder or any beneficial purchaser, as the case may be, to the Company in such holder’s QIB Letter remain true and correct on the Exercise Date (which written certification shall be deemed delivered by checking Box 2 in the Exercise Form attached to of exercise of the Warrant, as provided for in Schedule “A” hereof); or (ciii) a written opinion of counsel of recognized standing in form and substance satisfactory to the Company or evidence satisfactory to the Company Corporation to the effect that an exemption from the registration requirements of the U.S. Securities 1933 Act and applicable state securities laws is available for the issuance of the Warrant Common Shares issuable on exercise of the Warrants. (3c) No Warrant certificates representing Common Shares will be registered or delivered to an address in the United States unless the holder of Warrants complies with the requirements of paragraph (bset forth in subsection 3.9(b)(ii) or (csubsection 3.9(b)(iii) and, in the case of Section 3.7(2subsection 3.9(b)(iii), the Corporation has confirmed in writing to the Trustee that the opinion of counsel is satisfactory to the Corporation.

Prohibition on Exercise by U.S. Persons; Exception. (1) Warrants may not be exercised within in the United States or by or on behalf of, or for the account or benefit of, any of a U.S. Person or any person in the United States unless an exemption is available from the registration requirements of the U.S. Securities Act and applicable state securities laws. The Warrant Agent shall be entitled to rely upon laws and the registered address holder of the Warrantholder as set forth Warrants has furnished an opinion of counsel of recognized standing in form and substance satisfactory to the Company to such effect; provided that an Accredited Investor, that purchased Units in the Warrantholders register for the purchase Company’s private placement of Units in determining whether the address is in the United States or will not be required to deliver an opinion of counsel in connection with the Warrantholder is exercise of Warrants that were received upon the exercise of Special Warrants that were a U.S. Personpart of the Units. (2) Any holder which exercises any Warrants a Warrant shall provide to the Company either: (a) a written certification that such holder (a) at the time of exercise of the Warrants Warrant is not in the United States; (b) is not a U.S. Person and is not exercising the Warrants Warrant, on behalf of a U.S. Person or person in the United StatesPerson; and (c) did not execute or deliver the exercise form for the Warrants Warrant in the United States; and (d) has in all other aspects complied with the terms of an "offshore transaction" as defined under Regulation S (which written certification shall be deemed delivered by checking Box 1 in the Exercise Form attached to the Warrant, as provided for in Schedule “A” hereof); or; (b) a written certification that the holder (ia) purchased the Warrants as part Warrant directly from the Company pursuant to the exercise of a Special Warrant purchased pursuant to a written subscription agreement for the Units in the Offeringpurchase of Units; (iib) is exercising the Warrants Warrant solely for its own account or for the benefit and not on behalf of a U.S. Person or a person in the United States for whose account such holder acquired the Warrants as a part of the Units in the Offering any other person; and for whose account such holders exercises sole investment discretion; (iiic) was and isan Accredited Investor, and any beneficial purchaser for whose account such holder acquired the Warrant and is exercising the Warrants was and is, a Qualified Institutional Buyer both on the date the Units were purchased in from the Offering Company and on the Exercise Date; and (iv) the representations and warranties made by the holder or any beneficial purchaser, as the case may be, to the Company in such holder’s QIB Letter remain true and correct on the Exercise Date (which written certification shall be deemed delivered by checking Box 2 in the Exercise Form attached to date of exercise of the Warrant, as provided for in Schedule “A” hereof); or (c) a written opinion of counsel of recognized standing in form and substance satisfactory to the Company or evidence satisfactory to the Company to the effect that an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws is available for the issuance of the Warrant Common Shares issuable on exercise of the Warrants. (3) No Warrant certificates representing Common Shares will be registered or delivered to an address in the United States unless the holder of Warrants complies with the requirements of paragraph (bsection 3.7(2)(b) or (c) of Section 3.7(2)above.

Prohibition on Exercise by U.S. Persons; Exception. (1a) The Common Shares to be issued upon the exercise of the Warrants have not been and will not be registered under the U.S. Securities Act, and Warrants may not be exercised within by any U.S. Person, by any Person in the United States or by or on behalf of, or any other Person for the account or benefit of, any U.S. Person or any person in the United States unless an exemption is available from the registration requirements of the U.S. Securities Act and applicable state securities laws. The Warrant Agent shall be entitled to rely upon the registered address of the Warrantholder as set forth in the Warrantholders register for the purchase of Units in determining whether the address is in the United States or the Warrantholder is a U.S. Person. (2) Any holder which exercises any Warrants shall provide to the Company either: (a) a written certification that such holder (a) at the time of exercise of the Warrants is not in the United States; (b) is not a U.S. Person and is not exercising the Warrants on behalf of a U.S. Person or person in the United States; (c) did not execute or deliver the exercise form for the Warrants in the United States; and (d) has in all other aspects complied with the terms of an "offshore transaction" as defined under Regulation S (which written certification shall be deemed delivered by checking Box 1 in the Exercise Form attached to the Warrant, as provided for in Schedule “A” hereof); or (b) a written certification that the holder (i) purchased the Warrants as part of the Units in the Offering; (ii) is exercising the Warrants solely for its own account or for the benefit of a U.S. Person or a person Person in the United States for whose account such holder acquired the Warrants as a part of the Units in the Offering and for whose account such holders exercises sole investment discretion; (iii) was and is, and any beneficial purchaser for whose account such holder acquired the Warrant and is exercising the Warrants was and is, a Qualified Institutional Buyer both on the date the Units were purchased in the Offering and on the Exercise Date; and (iv) the representations and warranties made by the holder or any beneficial purchaser, as the case may be, other than pursuant to the Company in such holder’s QIB Letter remain true and correct on the Exercise Date (which written certification shall be deemed delivered by checking Box 2 in the Exercise Form attached to the Warrant, as provided for in Schedule “A” hereof); or (c) a written opinion of counsel of recognized standing in form and substance satisfactory to the Company or evidence satisfactory to the Company to the effect that an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws is available for Act. Accordingly, neither the issuance of Corporation nor the Warrant Agent shall be obligated to or will accept subscriptions for Common Shares issuable on pursuant to the exercise of the Warrants. (3) No Warrant Shares will be registered Warrants from any Person who is, or delivered who either of them believes to an address be, a U.S. Person, a Person in the United States unless or any other Person who is, appears to be, or who either of them believes to be, exercising Warrants for the holder account or benefit of Warrants complies with a U.S. Person or a Person in the requirements United States other than a Person who has delivered to the Corporation and the Warrant Agent (i) a duly executed letter substantially in the form attached hereto as Schedule C or (ii) an Opinion of paragraph Counsel, to the effect that the Common Shares may be issued to the Warrantholder upon exercise thereof without registration under the U.S. Securities Act. (b) or Certificates representing Common Shares issued upon the exercise of Warrants which are issued and delivered pursuant to Section 3.9(a) 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. THE HOLDER HEREOF AGREES FOR THE BENEFIT OF YELLOW MEDIA LIMITED (THE "CORPORATION") THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT OR (D) IN ACCORDANCE WITH RULE 144 UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, OR IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT, AND IN EACH CASE IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS IN THE UNITED STATES OR THE APPLICABLE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTIONS; PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C) AND (D) ABOVE, A DULY EXECUTED DECLARATION AND, IF REQUESTED BY THE CORPORATION OR THE TRANSFER AGENT FOR SUCH SECURITIES, A LEGAL OPINION, IN EACH CASE IN A FORM SATISFACTORY TO THE TRANSFER AGENT AND THE CORPORATION, MUST FIRST BE PROVIDED. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. A NEW CERTIFICATE BEARING NO LEGEND, DELIVERY OF WHICH WILL CONSTITUTE "GOOD DELIVERY," MAY BE OBTAINED FROM THE TRANSFER AGENT UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION AND, IF REQUESTED BY THE CORPORATION OR THE TRANSFER AGENT FOR SUCH SECURITIES, A LEGAL OPINION, IN EACH CASE IN A FORM SATISFACTORY TO THE TRANSFER AGENT AND THE CORPORATION." (c) If the declaration and opinion, if applicable, mentioned above are delivered, the Corporation hereby covenants and agrees to use the best efforts thereof to cause the registrar and transfer agent for the Common Shares to deliver certificates representing Common Shares bearing no such legend within three Business Days of Section 3.7(2the date of delivery of such declaration and opinion. (d) No Common Shares will be issued on exercise of any Warrant, if in the opinion of Counsel to the Corporation (delivered to the Warrant Agent prior to the issue), the issuance of such Common Shares would constitute a violation of the securities laws of any applicable jurisdiction or require the Corporation to qualify the Common Shares issuable upon exercise of the Warrants for distribution in, or make any notice or other filing in, any jurisdiction other than the Qualifying Jurisdictions.

Prohibition on Exercise by U.S. Persons; Exception. (1) Warrants may not be exercised within the United States or by or on behalf of, or for the account or benefit of, any U.S. Person or any person in the United States unless an exemption is available from the registration requirements of the U.S. Securities Act and applicable state securities laws. The Warrant Agent shall be entitled to rely upon the registered address of the Warrantholder as set forth in the Warrantholders register for the purchase of Units in determining whether the address is in the United States or the Warrantholder is a U.S. Person. (2) Any holder which exercises any Warrants shall provide to the Company either: (a) a written certification that such holder (a) at the time of exercise of the Warrants is not in the United States; (b) is not a U.S. Person and is not exercising the Warrants on behalf of a U.S. Person or person in the United States; (c) did not execute or deliver the exercise form for the Warrants in the United States; and (d) has in all other aspects complied with the terms of an "“offshore transaction" ” as defined under Regulation S (which written certification shall be deemed delivered by checking Box 1 in the Exercise Form attached to the Warrant, as provided for in Schedule “A” A hereof); or (b) a written certification that the holder (i) purchased the Warrants as part of the Units in the Offering; (ii) is exercising the Warrants solely for its own account or for the benefit of a U.S. Person or a person in the United States for whose account such holder acquired the Warrants as a part of the Units in the Offering and for whose account such holders exercises sole investment discretion; (iii) was and is, and any beneficial purchaser for whose account such holder acquired the Warrant and is exercising the Warrants was and is, a Qualified Institutional Buyer and/or an Accredited Investor both on the date the Units were purchased in the Offering and on the Exercise Date; and (iv) the representations and warranties made by the holder or any beneficial purchaser, as the case may be, to the Company in such holder’s QIB Letter or Accredited Investor Letter remain true and correct on the Exercise Date (which written certification shall be deemed delivered by checking Box 2 Xxx 0 xx Xxx 0, as applicable, in the Exercise Form attached to the Warrant, as provided for in Schedule “A” A hereof); or (c) a written opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Company or evidence reasonably satisfactory to the Company to the effect that an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws is available for the issuance of the Warrant Shares issuable on exercise of the Warrants. (3) No Warrant Shares will be registered or delivered to an address in the United States unless the holder of Warrants complies with the requirements of paragraph (b) or (c) of Section 3.7(2).

Prohibition on Exercise by U.S. Persons; Exception. (1) Warrants may not be exercised within in the United States or by or on behalf of, or for the account or benefit of, any of a U.S. Person or any person in the United States unless an exemption is available from the registration requirements of the U.S. Securities Act and applicable state securities laws. The Warrant Agent shall be entitled to rely upon the registered address of the Warrantholder as set forth in the Warrantholders register for the purchase of Units in determining whether the address is in the United States or the Warrantholder is a U.S. Person. (2) Any holder which exercises any Warrants a Warrant shall provide to the Company either: (a) a written certification that such holder (a) at the time of exercise of the Warrants Warrant is not in the United States; (b) is not a U.S. Person and is not exercising the Warrants Warrant on behalf of a U.S. Person or a person in the United States; and (c) did not execute or deliver the exercise form for the Warrants Warrant in the United States; and (d) has in all other aspects complied with the terms of an "offshore transaction" as defined under Regulation S (which written certification shall be deemed delivered by checking Box 1 in the Exercise Form attached to the Warrant, as provided for in Schedule “A” hereof); or (b) a written certification that the holder (i) purchased the Warrants as part of the Units in the Offering; (ii) is exercising the Warrants solely for its own account or for the benefit of a U.S. Person or a person in the United States for whose account such holder acquired the Warrants as a part of the Units in the Offering and for whose account such holders exercises sole investment discretion; (iii) was and is, and any beneficial purchaser for whose account such holder acquired the Warrant and is exercising the Warrants was and is, a Qualified Institutional Buyer both on the date the Units were purchased in the Offering and on the Exercise Date; and (iv) the representations and warranties made by the holder or any beneficial purchaser, as the case may be, to the Company in such holder’s QIB Letter remain true and correct on the Exercise Date (which written certification shall be deemed delivered by checking Box 2 in the Exercise Form attached to the Warrant, as provided for in Schedule “A” hereof); or (c) a written opinion of counsel of recognized standing addressed to the Company and the Warrant Agent in form and substance satisfactory to the Company or evidence satisfactory to and the Company Warrant Agent to the effect that an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws is available for the issuance of the Warrant Shares issuable on exercise of the Warrants. (3) No Warrant certificates representing Shares will be registered or delivered to an address in the United States unless the holder of Warrants complies with the requirements of paragraph (b3.7(2)(a) or (cb). Unless the holder complies with the requirements of paragraph 3.7(2)(a), and the Company is a “Foreign Issuer” as defined in Regulation S under the U.S. Securities Act, the certificate representing the Shares will 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 “SECURITIES ACT”) of Section 3.7(2)OR UNDER ANY STATE SECURITIES LAWS. 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 SECURITIES ACT, (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE 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 SECURITIES ACT OR ANY 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 OR ELSEWHERE. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

Prohibition on Exercise by U.S. Persons; Exception. (1) Warrants may not be exercised within the United States or by or on behalf of, or for the account or benefit of, any U.S. Person or any person in the United States unless an exemption is available from the registration requirements of the U.S. Securities Act and applicable state securities lawslaws and the holder of the Warrants has furnished an opinion of counsel of recognized standing in form and substance satisfactory to the Company to such effect; provided that a Qualified Institutional Buyer that purchased the Units in the Private Placement will not be required to deliver an opinion of counsel in connection with the exercise of Warrants forming part of the Units, provided it provides the certification required in paragraph 3.7(2)(b) below. The Warrant Agent shall be entitled to rely upon the registered address of the Warrantholder as set forth in the Warrantholders such Warrantholder's register for the purchase of Units in determining whether the address is in the United States or the Warrantholder is a U.S. Person. (2) Any holder which exercises any Warrants shall provide to the Company either: (a) a written certification that such holder (a) at the time of exercise of the Warrants is not in the United States; (b) is not a U.S. Person and is not exercising the Warrants on behalf of a U.S. Person or person in the United States; and (c) did not execute or deliver the exercise form for the Warrants in the United States; and (d) has in all other aspects complied with the terms of an "offshore transaction" as defined under within the meaning of Regulation S (which written certification shall be deemed delivered by checking Box 1 in under the Exercise Form attached to the Warrant, as provided for in Schedule “A” hereof); orU.S. Securities Act; (b) a written certification that the holder (ia) purchased the Warrants as a part of the Units in the OfferingPrivate Placement; (iib) is exercising the Warrants solely for its own account or for the benefit of a U.S. Person or a person in the United States for whose account such holder acquired the Warrants as a part of the Units in the Offering Private Placement and for whose account such holders exercises sole investment discretion; (iiic) was and is, and any beneficial purchaser for whose account such holder acquired the Warrant and is exercising the Warrants was and is, a Qualified Institutional Buyer both on the date the Units were purchased in the Offering Private Placement and on the Exercise Date; and (ivd) the representations and warranties made by the holder or any beneficial purchaser, as the case may be, to the Company in such holder’s QIB Letter connection with the acquisition of the Units in the Private Placement remain true and correct on the Exercise Date Date; (which c) a written certification shall be deemed delivered by checking Box 2 that the holder (a) purchased the Warrants as a part of the Units in the Private Placement; (b) is exercising the Warrants solely for its own account or for the benefit of a U.S. Person or a person in the United States for whose account such holder acquired the Warrants as a part of the Units in the Private Placement and for whose account such holders exercises sole investment discretion; (c) was and is, and any beneficial purchaser for whose account such holder acquired the Warrant and is exercising the Warrants was and is an Accredited Investor both on the date the Units were purchased in the Private Placement and on the Exercise Form attached Date; and (d) the representations and warranties made by the holder or any beneficial purchaser, as the case may be, to the Warrant, as provided for Company in Schedule “A” hereof)connection with the acquisition of the Units in the Private Placement remain true and correct on the Exercise Date; or (cd) a written opinion of counsel of recognized standing in form and substance satisfactory to the Company or evidence satisfactory to the Company to the effect that an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws is available for the issuance of the Warrant Shares issuable on exercise of the Warrants. (3) No Warrant Shares will be registered or delivered to an address in the United States unless the holder of Warrants complies with the requirements of paragraph paragraphs (b), (c) or (cd) of Section subsection 3.7(2).

Prohibition on Exercise by U.S. Persons; Exception. (1) Warrants may not be exercised within the United States or by or on behalf of, or for the account or benefit of, any U.S. Person or any person in the United States unless an exemption is available from the registration requirements of the U.S. Securities Act and applicable state securities lawslaws and the holder of the Warrants has furnished an opinion of counsel of recognized standing in form and substance satisfactory to the Company to such effect; provided that an Institutional Accredited Investor that purchased the Units in the Company’s private placement of Units in the United States will not be required to deliver an opinion of counsel in connection with the exercise of Warrants issued on exercise of Units, provided it provides the certification required in paragraph 3.7(2)(b) below. The Warrant Agent shall be entitled to rely upon the registered address of the Warrantholder as set forth in the Warrantholders register such Warrantholder’s subscription agreement for the purchase of Units in determining whether the address is in the United States or the Warrantholder is a U.S. Person. (2) Any holder which exercises any Warrants shall provide to the Company either: (a) a written certification that such holder (a) at the time of exercise of the Warrants is not in the United States; (b) is not a U.S. Person and is not exercising the Warrants on behalf of a U.S. Person or person in the United StatesPerson; and (c) did not execute or deliver the exercise subscription form for the Warrants in the United States; and (d) has in all other aspects complied with the terms of an "offshore transaction" as defined under Regulation S (which written certification shall be deemed delivered by checking Box 1 in the Exercise Form attached to the Warrant, as provided for in Schedule “A” hereof); or; (b) a written certification that the holder (ia) purchased acquired the Warrants as part directly from the Company pursuant to a written subscription agreement for the purchase of the Units in the OfferingUnits; (iib) is exercising the Warrants solely for its own account or for the benefit of a U.S. Person or a person in the United States for whose account such holder acquired the Warrants as directly from the Company pursuant to a part written subscription agreement for the purchase of the Units in the Offering and for whose account such holders holder exercises sole investment discretion; and (iiic) was and iswas, and any beneficial purchaser for whose account such holder acquired the Warrant Warrants and is exercising the Warrants was and iswas, a Qualified an Institutional Buyer Accredited Investor, both on the date the Units were purchased in from the Offering Company and on the Exercise Date; and (iv) date of exercise of the representations and warranties made by the holder or any beneficial purchaser, as the case may be, to the Company in such holder’s QIB Letter remain true and correct on the Exercise Date (which written certification shall be deemed delivered by checking Box 2 in the Exercise Form attached to the Warrant, as provided for in Schedule “A” hereof)Warrants; or (c) a written opinion of counsel of recognized standing in form and substance satisfactory to the Company or evidence satisfactory to the Company to the effect that an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws is available for the issuance of the Warrant Common Shares issuable on exercise of the Warrants. (3) No Warrant certificates representing Common Shares will be registered or delivered to an address in the United States unless the holder of Warrants complies with the requirements of paragraph paragraphs (b) or (c) of Section subsection 3.7(2).

Prohibition on Exercise by U.S. Persons; Exception. (1) Warrants may not be exercised within the United States or by or on behalf of, or for the account or benefit of, any U.S. Person or any person in the United States unless an exemption is available from the registration requirements of the U.S. Securities Act and applicable state securities lawslaws and the holder of the Warrants has furnished an opinion of counsel of recognized standing in form and substance satisfactory to the Company to such effect; provided that an Accredited Investor that purchased the Subscription Receipts in the Company’s private placement of Subscription Receipts in the United States will not be required to deliver an opinion of counsel in connection with the exercise of Warrants issued on exercise of Subscription Receipts, provided it provides the certification required in paragraph 3.7(2)(b) below. The Warrant Agent shall be entitled to rely upon the registered address of the Warrantholder as set forth in the Warrantholders register such Warrantholder’s subscription agreement for the purchase of Units Subscription Receipts in determining whether the address is in the United States or the Warrantholder is a U.S. Person. (2) Any holder which exercises any Warrants shall provide to the Company either: (a) a written certification that such holder (a) at the time of exercise of the Warrants is not in the United States; (b) is not a U.S. Person and is not exercising the Warrants on behalf of a U.S. Person or person in the United StatesPerson; and (c) did not execute or deliver the exercise subscription form for the Warrants in the United States; and (d) has in all other aspects complied with the terms of an "offshore transaction" as defined under Regulation S (which written certification shall be deemed delivered by checking Box 1 in the Exercise Form attached to the Warrant, as provided for in Schedule “A” hereof); or; (b) a written certification that the holder (ia) purchased acquired the Warrants as part directly from the Company pursuant to a written subscription agreement for the purchase of the Units in the OfferingSubscription Receipts; (iib) is exercising the Warrants solely for its own account or for the benefit of a U.S. Person or a person in the United States for whose account such holder acquired the Warrants as directly from the Company pursuant to a part written subscription agreement for the purchase of the Units in the Offering Subscription Receipts and for whose account such holders holder exercises sole investment discretion; and (iiic) was and iswas, and any beneficial purchaser for whose account such holder acquired the Warrant Warrants and is exercising the Warrants was and iswas, a Qualified Institutional Buyer an Accredited Investor, both on the date the Units Subscription Receipts were purchased in from the Offering Company and on the Exercise Date; and (iv) date of exercise of the representations and warranties made by the holder or any beneficial purchaser, as the case may be, to the Company in such holder’s QIB Letter remain true and correct on the Exercise Date (which written certification shall be deemed delivered by checking Box 2 in the Exercise Form attached to the Warrant, as provided for in Schedule “A” hereof)Warrants; or (c) a written opinion of counsel of recognized standing in form and substance satisfactory to the Company or evidence satisfactory to the Company to the effect that an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws is available for the issuance of the Warrant Common Shares issuable on exercise of the Warrants. (3) No Warrant certificates representing Common Shares will be registered or delivered to an address in the United States unless the holder of Warrants complies with the requirements of paragraph paragraphs (b) or (c) of Section subsection 3.7(2).

Prohibition on Exercise by U.S. Persons; Exception. (1) Warrants may not be exercised within the United States or by or on behalf of, or for the account or benefit of, of any U.S. Person or any person in the United States unless an exemption is available from the registration requirements of the U.S. Securities Act and applicable state securities lawslaws and the holder of the Warrants has furnished an opinion of counsel of recognized standing in form and substance satisfactory to the Company to such effect; provided that an Accredited Investor that purchased the Subscription Receipts in the Company’s private placement of Subscription Receipts in the United States will not be required to deliver an opinion of counsel in connection with the exercise of Warrants issued on exercise of Subscription Receipts, provided it provides the certification required in paragraph 3.7(2)(b) below. The Warrant Agent shall be entitled to rely upon the registered address of the Warrantholder as set forth in the Warrantholders register such Warrantholder’s subscription agreement for the purchase of Units Subscription Receipts in determining whether the address is in the United States or the Warrantholder is a U.S. Person. (2) Any holder which exercises any Warrants shall provide to the Company either: (a) a written certification that such holder (a) at the time of exercise of the Warrants is not in the United States; (b) is not a U.S. Person and is not exercising the Warrants on behalf of a U.S. Person or person in the United StatesPerson; and (c) did not execute or deliver the exercise subscription form for the Warrants in the United States; and (d) has in all other aspects complied with the terms of an "offshore transaction" as defined under Regulation S (which written certification shall be deemed delivered by checking Box 1 in the Exercise Form attached to the Warrant, as provided for in Schedule “A” hereof); or; (b) a written certification that the holder (ia) purchased the Warrants as part directly from the Company pursuant to a written subscription agreement for the purchase of the Units in the OfferingSubscription Receipts; (iib) is exercising the Warrants solely for its own account or for the benefit of a U.S. Person or a person in the United States for whose account such holder acquired the Warrants as a part of the Units in the Offering States; and for whose account such holders exercises sole investment discretion; (iiic) was and isan Accredited Investor, and any beneficial purchaser for whose account such holder acquired the Warrant and is exercising the Warrants was and is, a Qualified Institutional Buyer both on the date the Units Subscription Receipts were purchased in from the Offering Company and on the Exercise Date; and (iv) date of exercise of the representations and warranties made by the holder or any beneficial purchaser, as the case may be, to the Company in such holder’s QIB Letter remain true and correct on the Exercise Date (which written certification shall be deemed delivered by checking Box 2 in the Exercise Form attached to the Warrant, as provided for in Schedule “A” hereof)Warrants; or (c) a written opinion of counsel of recognized standing in form and substance satisfactory to the Company or evidence satisfactory to the Company to the effect that an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws is available for the issuance of the Warrant Common Shares issuable on exercise of the Warrants. (3) No Warrant certificates representing Common Shares will be registered or delivered to an address in the United States unless the holder of Warrants complies with the requirements of paragraph paragraphs (b) or (c) of Section subsection 3.7(2).

Prohibition on Exercise by U.S. Persons; Exception. (1) Warrants and the Subject Securities may not be exercised within in the United States or by or on behalf of, or for the account or benefit of, any of a U.S. Person or any person in the United States unless an exemption from registration is available from the registration requirements of under the U.S. Securities Act and any applicable state securities lawslaws and the Company has received an opinion of counsel of recognized standing to such effect in form and substance reasonably satisfactory to the Company; provided, however that a holder who purchased Special Warrants in the Companyís private placement of Special Warrants in the United States or who was a U.S. Person will not be required to deliver an opinion of counsel in connection with the exercise of Warrants that are underlying those Special Warrants. The Warrant Agent shall be entitled not issue or register Subject Securities or the certificates representing such Subject Securities unless the holder has executed and delivered to rely upon the registered address of the Warrantholder as set forth Warrant Agent an exercise form in the Warrantholders register for the purchase of Units in determining whether the address is in the United States or the Warrantholder is a U.S. Person. (2) Any holder which exercises any Warrants shall provide form attached to the Company eitherWarrant Certificate and the holder certifies that it: (a) a written certification that such holder (a) at the time of exercise of the Warrants Warrant is not in the United States; (b) , is not a U.S. Person and is not exercising the Warrants Warrant on behalf of a U.S. Person or person in the United States; (c) did not execute or deliver the exercise form for the Warrants in the United States; and (d) has in all other aspects complied with the terms of an "offshore transaction" as defined under Regulation S (which written certification shall be deemed delivered by checking Box 1 in the Exercise Form attached to the Warrant, as provided for in Schedule “A” hereof); or (b) a written certification that the holder (i) purchased the Warrants as part of the Units in the Offering; (ii) is exercising the Warrants solely for its own account or for the benefit of a U.S. Person or a person in the United States States, and did not execute or deliver the exercise form for whose account such holder acquired the Warrants as a part of the Units securities in the Offering United States; (b) (i) purchased the Special Warrants directly from the Company pursuant to a written subscription agreement for the purchase of Special Warrants; (ii) is exercising the Warrant solely for its own account and for whose account such holders exercises sole investment discretionnot on behalf of any other person; (iii) and was an Accredited Investor each of the date the Special Warrant was purchased from the Company and is, and any beneficial purchaser for whose account such holder acquired the Warrant and is exercising the Warrants was and is, a Qualified Institutional Buyer both on the date of exercise of the Units were purchased in Special Warrants and the Offering and on the Exercise Date; and (iv) the representations and warranties made by the holder or any beneficial purchaser, as the case may be, to the Company in such holder’s QIB Letter remain true and correct on the Exercise Date (which written certification shall be deemed delivered by checking Box 2 in the Exercise Form attached to the Warrant, as provided for in Schedule “A” hereof)Warrants; or (c) is delivering a written opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Company or other evidence reasonably satisfactory to the Company to the effect that an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws is available for the issuance of the Warrant Shares issuable on exercise of the WarrantsSubject Securities. (32) No Warrant certificates representing Shares will be registered or delivered to an address in the United States unless the holder of Warrants complies with the requirements of paragraph (bsubsection 3.7(1)(b) or (c) of Section 3.7(2)above and the certificates representing the Shares delivered to an address in the United States shall bear the legend set forth in section 2.20 hereof.

Prohibition on Exercise by U.S. Persons; Exception. (1) Warrants may not be exercised within the United States or by or on behalf of, or for the account or benefit of, any U.S. Person or any person in the United States unless an exemption is available from the registration requirements of the U.S. Securities Act and applicable state securities laws. The Warrant Agent shall be entitled to rely upon the registered address of the Warrantholder as set forth in the Warrantholders register for the purchase of Units in determining whether the address is in the United States or the Warrantholder is a U.S. Person. (2) . Any holder which exercises any Warrants shall provide to the Company either: (a) : a written certification that such holder (a) at the time of exercise of the Warrants is not in the United States; (b) is not a U.S. Person and is not exercising the Warrants on behalf of a U.S. Person or person in the United States; (c) did not execute or deliver the exercise form for the Warrants in the United States; and (d) has in all other aspects complied with the terms of an "offshore transaction" as defined under Regulation S (which written certification shall be deemed delivered by checking Box 1 in the Exercise Form attached to the Warrant, as provided for in Schedule “A” hereof); or (b) or a written certification that the holder (i) purchased the Warrants as part of the Units in the Offering; (ii) is exercising the Warrants solely for its own account or for the benefit of a U.S. Person or a person in the United States for whose account such holder acquired the Warrants as a part of the Units in the Offering and for whose account such holders exercises sole investment discretion; (iii) was and is, and any beneficial purchaser for whose account such holder acquired the Warrant and is exercising the Warrants was and is, a Qualified Institutional Buyer both on the date the Units were purchased in the Offering and on the Exercise Date; and (iv) the representations and warranties made by the holder or any beneficial purchaser, as the case may be, to the Company in such holder’s QIB Letter remain true and correct on the Exercise Date (which written certification shall be deemed delivered by checking Box 2 in the Exercise Form attached to the Warrant, as provided for in Schedule “A” hereof); or (c) or a written opinion of counsel of recognized standing in form and substance satisfactory to the Company or evidence satisfactory to the Company to the effect that an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws is available for the issuance of the Warrant Shares issuable on exercise of the Warrants. (3) . No Warrant Shares will be registered or delivered to an address in the United States unless the holder of Warrants complies with the requirements of paragraph (b) or (c) of Section 3.7(2).

Prohibition on Exercise by U.S. Persons; Exception. (1) Warrants may not be exercised within the United States or by or on behalf of, or for the account or benefit of, any U.S. Person or any person in the United States unless an exemption is available from the registration requirements of the U.S. Securities Act and applicable state securities laws. The Warrant Agent shall be entitled to rely upon the registered address of the Warrantholder as set forth in the Warrantholders register for the purchase of Units in determining whether the address is in the United States or the Warrantholder is a U.S. Person. (2) Any holder which exercises any Warrants shall provide to the Company either: (a) a written certification that such holder (a) at the time of exercise of the Warrants is not in the United States; (b) is not a U.S. Person and is not exercising the Warrants on behalf of a U.S. Person or person in the United States; (c) did not execute or deliver the exercise form for the Warrants in the United States; and (d) has in all other aspects complied with the terms of an "“offshore transaction" ” as defined under Regulation S (which written certification shall be deemed delivered by checking Box 1 in the Exercise Form attached to the Warrant, as provided for in Schedule “A” hereof); or (b) a written certification that the holder (i) purchased the Warrants as part of the Units in the Offering; (ii) is exercising the Warrants solely for its own account or for the benefit of a U.S. Person or a person in the United States for whose account such holder acquired the Warrants as a part of the Units in the Offering and for whose account such holders exercises sole investment discretion; (iii) was and is, and any beneficial purchaser for whose account such holder acquired the Warrant and is exercising the Warrants was and is, a Qualified Institutional Buyer or an Accredited Investor both on the date the Units were purchased in the Offering and on the Exercise Date; and (iv) the representations and warranties made by the holder or any beneficial purchaser, as the case may be, to the Company in such holder’s QIB Letter or Accredited Investor Letter remain true and correct on the Exercise Date (which written certification shall be deemed delivered by checking Box 2 Bxx 0 xx Xxx 0, as applicable, in the Exercise Form attached to the Warrant, as provided for in Schedule “A” hereof); or (c) a written opinion of counsel of recognized standing in form and substance satisfactory to the Company or evidence satisfactory to the Company to the effect that an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws is available for the issuance of the Warrant Shares issuable on exercise of the Warrants. (3) No Warrant Shares will be registered or delivered to an address in the United States unless the holder of Warrants complies with the requirements of paragraph (b) or (c) of Section 3.7(2).

Prohibition on Exercise by U.S. Persons; Exception. (1) Warrants may not be exercised within the United States or by or on behalf of, or for the account or benefit of, any U.S. Person or any person in the United States unless an exemption is available from the registration requirements of the U.S. Securities Act and applicable state securities lawslaws and the holder of the Warrants has furnished an opinion of counsel of recognized standing in form and substance satisfactory to the Company to such effect; provided that an Accredited Investor that purchased the original Subscription Receipts or the Units pursuant to which the holder acquired the Warrants directly from the Company will not be required to deliver an opinion of counsel in connection with the exercise of such Warrants, provided it provides the certification required in paragraph 3.2(2)(b) below. The Warrant Agent shall be entitled to rely upon the registered address of the Warrantholder as set forth in the Warrantholders register such Warrantholder’s subscription agreement for the purchase of the Subscription Receipts or the Units in determining whether the address is in the United States or the Warrantholder is a U.S. Person. (2) Any holder which exercises any Warrants shall provide to the Company either: (a) a written certification that such holder (a) at the time of exercise of the Warrants is not in the United States; (b) is not a U.S. Person and is not exercising the Warrants on behalf of a U.S. Person or person in the United StatesPerson; and (c) did not execute or deliver the exercise form subscription Form for the Warrants in the United States; and (d) has in all other aspects complied with the terms of an "offshore transaction" as defined under Regulation S (which written certification shall be deemed delivered by checking Box 1 in the Exercise Form attached to the Warrant, as provided for in Schedule “A” hereof); or; (b) a written certification that the holder (ia) purchased acquired the Warrants as part directly from the Company pursuant to a written subscription agreement for the purchase of the Units in Subscription Receipts or the OfferingUnits, as the case may be; (iib) is exercising the Warrants solely for its own account or for the benefit of a U.S. Person or a person in the United States for whose account such holder acquired the Warrants as directly from the Company pursuant to a part written subscription agreement for the purchase of the Subscription Receipts or Units in the Offering and for whose account such holders holder exercises sole investment discretion; and (iiic) was and iswas, and any beneficial purchaser for whose account such holder acquired the Warrant Warrants and is exercising the Warrants was and iswas, a Qualified Institutional Buyer an Accredited Investor, both on the date the Subscription Receipts or the Units were purchased in from the Offering Company and on the Exercise Date; and (iv) date of the representations and warranties made by exercise of the holder or any beneficial purchaser, as the case may be, to the Company in such holder’s QIB Letter remain true and correct on the Exercise Date (which written certification shall be deemed delivered by checking Box 2 in the Exercise Form attached to the Warrant, as provided for in Schedule “A” hereof)Warrants; or (c) a written opinion of counsel of recognized standing in form and substance satisfactory to the Company or evidence satisfactory to the Company to the effect that an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws is available for the issuance of the Warrant Common Shares issuable on exercise of the Warrants. (3) No Warrant certificates representing Common Shares will be registered or delivered to an address in the United States unless the holder of the Warrants complies with the requirements of paragraph (b) or (c) of Section 3.7(2subsection 3.2(2).

Prohibition on Exercise by U.S. Persons; Exception. ‌ (1) Warrants may not be exercised within the United States or by or on behalf of, or for the account or benefit of, any U.S. Person or any person in the United States unless an exemption is available from the registration requirements of the U.S. Securities Act and applicable state securities laws. The Warrant Agent shall be entitled to rely upon the registered address of the Warrantholder as set forth in the Warrantholders register for the purchase of Units in determining whether the address is in the United States or the Warrantholder is a U.S. Person. (2) Any holder which exercises any Warrants shall provide to the Company either: (a) a written certification that such holder (a) at the time of exercise of the Warrants is not in the United States; (b) is not a U.S. Person and is not exercising the Warrants on behalf of a U.S. Person or person in the United States; (c) did not execute or deliver the exercise form for the Warrants in the United States; and (d) has in all other aspects complied with the terms of an "offshore transaction" as defined under Regulation S (which written certification shall be deemed delivered by checking Box 1 in the Exercise Form attached to the Warrant, as provided for in Schedule “A” hereof); or (b) a written certification that the holder (i) purchased the Warrants as part of the Units in the Offering; (ii) is exercising the Warrants solely for its own account or for the benefit of a U.S. Person or a person in the United States for whose account such holder acquired the Warrants as a part of the Units in the Offering and for whose account such holders exercises sole investment discretion; (iii) was and is, and any beneficial purchaser for whose account such holder acquired the Warrant and is exercising the Warrants was and is, a Qualified Institutional Buyer both on the date the Units were purchased in the Offering and on the Exercise Date; and (iv) the representations and warranties made by the holder or any beneficial purchaser, as the case may be, to the Company in such holder’s QIB Letter remain true and correct on the Exercise Date (which written certification shall be deemed delivered by checking Box 2 in the Exercise Form attached to the Warrant, as provided for in Schedule “A” hereof); or (c) a written opinion of counsel of recognized standing in form and substance satisfactory to the Company or evidence satisfactory to the Company to the effect that an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws is available for the issuance of the Warrant Shares issuable on exercise of the Warrants. (3) No Warrant Shares will be registered or delivered to an address in the United States unless the holder of Warrants complies with the requirements of paragraph (b) or (c) of Section 3.7(2).

Prohibition on Exercise by U.S. Persons; Exception. (1) Warrants may not be exercised within the United States or by or on behalf of, or for the account or benefit of, any U.S. Person or any person in the United States unless an exemption is available from the registration requirements of the U.S. Securities Act and applicable state securities lawslaws and the holder of the Warrants has furnished an opinion of counsel of recognized standing in form and substance satisfactory to the Company to such effect; provided that a U.S. Purchaser that purchased the Warrants in the United States will not be required to deliver an opinion of counsel in connection with the exercise of Warrants, provided it provides the certification required in subsection 4.8(2)(b) or 4.8(2)(c) below. The Warrant Agent Company shall be entitled to rely upon the registered address of the Warrantholder as set forth in such Warrantholder’s Form of U.S. Subscription Agreement for Accredited Investors or Qualified Institutional Buyers, attached to the Warrantholders register U.S. Placement Memorandum, as applicable, under the Offering for the purchase of Units in determining whether the address is in the United States or the Warrantholder is a U.S. PersonWarrantholder. (2) Any holder which exercises any Warrants shall provide provide/certify substantially as follows, to the Company either: (a) a written certification that such holder the holder: (a) at the time of exercise of the Warrants is not in the United States; (b) is not a U.S. Person and is not exercising the Warrants on behalf of a U.S. Person or person in the United States; (c) did not execute or deliver the exercise form for the Warrants in the United StatesPerson; and (dc) has in all other aspects complied with the terms of an "“offshore transaction" as defined under ” within the meaning of Regulation S (which written certification shall be deemed delivered by checking Box 1 in under the Exercise Form attached to the Warrant, as provided for in Schedule “A” hereof); orU.S. Securities Act; (b) a written certification that the holder holder: (ia) purchased acquired the Warrants as part directly from the Company pursuant to an executed Form of U.S. Subscription Agreement for Accredited Investors attached to the Units in U.S. Placement Memorandum under the OfferingOffering for the purchase of Units; (iib) is exercising the Warrants solely for its own account or for the benefit of a U.S. Person or a person in the United States for whose account such holder acquired the Warrants as a part of directly from the Units in the Offering Company and for whose account such holders holder exercises sole investment discretion; and (iiic) was and iswas, and any beneficial purchaser for whose account such holder acquired the Warrant Warrants and is exercising the Warrants was was, an Accredited Investor both on the date the Warrants were purchased from the Company and ison Exercise Date of the Warrants; or (c) the holder: (a) acquired the Warrants directly from the Company pursuant to an executed Qualified Institutional Buyer Letter for Qualified Institutional Buyers attached to the U.S. Placement Memorandum under the Offering for the purchase of Units; (b) is exercising the Warrants solely for its own account or for the benefit of a U.S. Person or a person in the United States for whose account such holder acquired the Warrants directly from the Company and for whose account such holder exercises sole investment discretion; and (c) was, and any beneficial purchaser for whose account such holder acquired the Warrants and is exercising the Warrants was, a Qualified Institutional Buyer both on the date the Units Warrants were purchased in from the Offering Company and on the Exercise Date; and (iv) the representations and warranties made by the holder or any beneficial purchaser, as the case may be, to the Company in such holder’s QIB Letter remain true and correct on the Exercise Date (which written certification shall be deemed delivered by checking Box 2 in of the Exercise Form attached to the Warrant, as provided for in Schedule “A” hereof); orWarrants; (cd) a written opinion of counsel of recognized standing in form and substance satisfactory to the Company or evidence satisfactory to the Company to the effect that an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws is available for the issuance of the Warrant Common Shares issuable on exercise of the Warrants. (3) No Warrant certificates representing Common Shares will be registered or delivered to an address in the United States unless the holder of Warrants the Warrant complies with the requirements of paragraph paragraphs (b), (c) or (cd) of Section 3.7(2subsection 4.8(2). (4) If a Common Share certificate issued with respect to an exercise of Warrants is tendered for transfer and bears the legend set forth in subsection 2.9(2) 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 2.9(2) .

Prohibition on Exercise by U.S. Persons; Exception. (1) Warrants may not be exercised within in the United States or by or on behalf of, or for the account or benefit of, any of a U.S. Person or any person in the United States unless an exemption is available from the registration requirements of the U.S. Securities Act and applicable state securities laws. The Warrant Agent shall be entitled to rely upon the registered address of the Warrantholder as set forth in the Warrantholders register for the purchase of Units in determining whether the address is in the United States or the Warrantholder is a U.S. Person. (2) Any holder which exercises any Warrants a Warrant shall provide to the Company either: (a) a written certification that such holder (a) at the time of exercise of the Warrants Warrant is not in the United States; (b) is not a U.S. Person and is not exercising the Warrants Warrant on behalf of a U.S. Person or a person in the United States; and (c) did not execute or deliver the exercise form for the Warrants Warrant in the United States; and (d) has in all other aspects complied with the terms of an "offshore transaction" as defined under Regulation S (which written certification shall be deemed delivered by checking Box 1 in the Exercise Form attached to the Warrant, as provided for in Schedule “A” hereof); or (b) a written certification that the such holder (i) purchased the Warrants as part directly from the Company pursuant to a written subscription agreement for the purchase of the Units in the Offering; Subscription Receipts, (ii) is exercising the Warrants solely for its own account or for the benefit and not on behalf of a U.S. Person or a person in the United States for whose account such holder acquired the Warrants as a part of the Units in the Offering any other Person; and for whose account such holders exercises sole investment discretion; (iii) was an institutional “accredited investor”, as that term is defined in Rule 501 (a)(1), (2), (3) and is(7) of Regulation D under the U.S. Securities Act, and any beneficial purchaser for whose account such holder acquired the Warrant and is exercising the Warrants was and is, a Qualified Institutional Buyer both on the date the Units Subscription Receipts were purchased in from the Offering Company and on the Exercise Datedate of exercise of the Warrants; and (iv) the representations and warranties made or, if required by the holder or any beneficial purchaserCompany and the Warrant Agent, as the case may be, to the Company in such holder’s QIB Letter remain true and correct on the Exercise Date (which written certification shall be deemed delivered by checking Box 2 in the Exercise Form attached to the Warrant, as provided for in Schedule “A” hereof)their sole discretion; or (c) a written opinion of counsel of recognized standing addressed to the Company and the Warrant Agent in form and substance satisfactory to the Company or evidence satisfactory to and the Company Warrant Agent to the effect that an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws is available for the issuance of the Warrant Shares issuable on exercise of the Warrants. (3) No Warrant certificates representing Shares will be registered or delivered to an address in the United States unless the holder of Warrants complies with the requirements of paragraph 3.7(2)(a), (b) or (c) above. Unless the holder complies with the requirements of Section 3.7(2paragraph 3.7(2)(a), and the Company is a “Foreign Issuer” as defined in Regulation S under the U.S. Securities Act, the certificate representing the Shares will 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 “SECURITIES ACT”) OR UNDER ANY STATE SECURITIES LAWS. 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 SECURITIES ACT, (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE 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 SECURITIES ACT OR ANY 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 OR ELSEWHERE. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

Prohibition on Exercise by U.S. Persons; Exception. (1) Warrants may not be exercised within the United States or by or on behalf of, or for the account or benefit of, of any U.S. Person or any person in the United States unless an exemption is available from the registration requirements of the U.S. Securities Act and applicable state securities lawslaws and the holder of the Warrants has either (i) furnished an opinion of counsel of recognized standing in form and substance satisfactory to the Corporation to such effect or (ii) satisfies the requirements and provides the certificate set forth in Section 3.10(2)(b) hereof. The Warrant Agent shall be entitled to rely upon the registered address written certifications referred to in section 3.10(2) hereof and the Warrant Agent will require the written approval of the Warrantholder as set forth in the Warrantholders register for the purchase Corporation prior to processing an exercise of Units in determining whether the address is in the United States or the Warrantholder is Warrants by a U.S. Person. (2) Any holder which exercises any Warrants a Warrant shall provide to the Company Corporation either: (a) a written certification that such holder (a) at the time of exercise of the Warrants Warrant is not in the United States; (b) is not a U.S. Person and is not exercising the Warrants Warrant on behalf of a U.S. Person or person in the United StatesPerson; (c) did not execute or deliver the exercise form for the Warrants Warrant in the United States; and (d) has in all other aspects complied with the terms of an "“offshore transaction" as defined under ” within the meaning of Regulation S (which written certification shall be deemed delivered by checking Box 1 in under the Exercise Form attached to the Warrant, as provided for in Schedule “A” hereof); orU.S. Securities Act; (b) a written certification that such holder is: (a) the holder (i) original U.S. purchaser who purchased the Subscription Receipts pursuant to Corporation’s Offering, and who executed and delivered a subscription agreement made available to the U.S. purchaser in connection with its purchase of Subscription Receipts, (b) received the Warrants as part upon due conversion of the Units in the Offering; Subscription Receipts, (iic) is exercising the Warrants solely for its own account or for the benefit account of a U.S. Person or a person in the United States for whose account such holder acquired the Warrants as a part of the Units in the Offering and for whose account such holders exercises sole investment discretion; disclosed principal, (iiic) was and is, and any beneficial purchaser for whose account such holder acquired disclosed principal, if any, is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Warrant and is exercising U.S. Securities Act at the Warrants was and istime of exercise of these Warrants, a Qualified Institutional Buyer both on the date the Units were purchased in the Offering and on the Exercise Date; and (ivd) confirms the representations and warranties made by of the holder or any beneficial purchaser, as in the case may be, to the Company in such holder’s QIB Letter subscription agreement remain true and correct on as of the Exercise Date (which written certification shall be deemed delivered by checking Box 2 in the Exercise Form attached to the Warrant, as provided for in Schedule “A” hereof)date of exercise of these Warrants; or (c) a written opinion of counsel of recognized standing in form and substance satisfactory to the Company or evidence satisfactory to the Company Corporation to the effect that an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws is available for the issuance of the Warrant Shares issuable on exercise of the Warrants. (3) No Warrant Shares will be registered or delivered to an address in the United States unless the holder of Warrants complies with the requirements of paragraph (b) or (c) of Section 3.7(2).

Prohibition on Exercise by U.S. Persons; Exception. (1) Warrants may not be exercised within the United States or by or on behalf of, or for the account or benefit of, any U.S. Person or any person in the United States unless an exemption is available from the registration requirements of the U.S. Securities Act and applicable state securities lawslaws and the holder of the Warrants has furnished an opinion of counsel of recognized standing in form and substance satisfactory to the Company to such effect; provided that an Accredited Investor that purchased the Warrants in the United States will not be required to deliver an opinion of counsel in connection with the exercise of Warrants, provided it provides the certification required in subsection 4.8(2)(b) below. The Warrant Agent Company shall be entitled to rely upon the registered address of the Warrantholder as set forth in such Warrantholder’s Form of U.S. Subscription Agreement for U.S. Accredited Investors attached to the Warrantholders register U.S. Placement Memorandum under the Offering for the purchase of Units in determining whether the address is in the United States or the Warrantholder is a U.S. Person. (2) Any holder which exercises any Warrants shall provide provide/certify substantially as follows, to the Company either: (a) a written certification that such holder the holder: (a) at the time of exercise of the Warrants is not in the United States; (b) is not a U.S. Person and is not exercising the Warrants on behalf of a U.S. Person or person in the United States; (c) did not execute or deliver the exercise form for the Warrants in the United StatesPerson; and (dc) has in all other aspects complied with the terms of an "“offshore transaction" as defined under ” within the meaning of Regulation S (which written certification shall be deemed delivered by checking Box 1 in under the Exercise Form attached to the Warrant, as provided for in Schedule “A” hereof); orU.S. Securities Act; (b) a written certification that the holder holder: (ia) purchased acquired the Warrants as part directly from the Company pursuant to an executed Form of U.S. Subscription Agreement for Accredited Investors attached to the Units in U.S. Placement Memorandum under the OfferingOffering for the purchase of Units; (iib) is exercising the Warrants solely for its own account or for the benefit of a U.S. Person or a person in the United States for whose account such holder acquired the Warrants as a part of directly from the Units in the Offering Company and for whose account such holders holder exercises sole investment discretion; and (iiic) was and iswas, and any beneficial purchaser for whose account such holder acquired the Warrant Warrants and is exercising the Warrants was and iswas, a Qualified Institutional Buyer an Accredited Investor both on the date the Units Warrants were purchased in from the Offering Company and on the Exercise Date; and (iv) the representations and warranties made by the holder or any beneficial purchaser, as the case may be, to the Company in such holder’s QIB Letter remain true and correct on the Exercise Date (which written certification shall be deemed delivered by checking Box 2 in of the Exercise Form attached to the Warrant, as provided for in Schedule “A” hereof)Warrants; or (c) a written opinion of counsel of recognized standing in form and substance satisfactory to the Company or evidence satisfactory to the Company to the effect that an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws is available for the issuance of the Warrant Common Shares issuable on exercise of the Warrants. (3) No Warrant certificates representing Common Shares will be registered or delivered to an address in the United States unless the holder of Warrants the Warrant complies with the requirements of paragraph paragraphs (b) or (c) of Section 3.7(2subsection 4.8(2). (4) If a Common Share certificate issued with respect to an exercise of Warrants is tendered for transfer and bears the legend set forth in subsection 2.9(2) 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 2.9(2).

Prohibition on Exercise by U.S. Persons; Exception. (1) Warrants may not be exercised within the United States or by or on behalf of, or for the account or benefit of, any U.S. Person or any person in the United States unless an exemption is available from the registration requirements of the U.S. Securities Act and applicable state securities laws. The Warrant Agent shall be entitled to rely upon the registered address of the Warrantholder as set forth in the Warrantholders register for the purchase of Units in determining whether the address is in the United States or the Warrantholder is a U.S. Person. (2) Any holder which exercises any Warrants shall provide to the Company either: (a) a written certification that such holder (a) at the time of exercise of the Warrants is not in the United States; (b) is not a U.S. Person and is not exercising the Warrants on behalf of a U.S. Person or person in the United States; (c) did not execute or deliver the exercise form for the Warrants in the United States; and (d) has in all other aspects complied with the terms of an "offshore transaction" as defined under Regulation S (which written certification shall be deemed delivered by checking Box 1 in the Exercise Form attached to the Warrant, as provided for in Schedule “A” hereof)S; or (b) a written certification that such holder is the holder original U.S. Purchaser and (ia) purchased the Warrants as part directly from the Company pursuant to a duly executed qualified institutional buyer letter ("QIB Letter") for the purchase of the Units in the OfferingWarrants; (iib) is exercising the Warrants solely for its own account or for the benefit of a U.S. Person or a person in the United States for whose account such holder acquired the Warrants as a part of the Units in the Offering and for whose account such holders exercises sole investment discretionoriginal beneficial purchaser, if any; (iiic) was and is, each of it and any beneficial purchaser for whose account such holder acquired the Warrant and is exercising the Warrants was and is, a Qualified Institutional Buyer both on the date the Units Warrants were purchased in from the Offering Company, and is on the Exercise Datedate of exercise of the Warrants, a "qualified institutional buyer" as defined under Rule 144A under the U.S. Securities Act ("Qualified Institutional Buyer"); and (ivd) all the representations representations, warranties and warranties covenants set forth in the QIB Letter (including any required certifications set forth therein) made by such holder for the holder or any beneficial purchaser, as the case may be, to purchase of Warrants from the Company in such holder’s QIB Letter remain continue to be true and correct on as if duly executed as of the Exercise Date (which written certification shall be deemed delivered by checking Box 2 in the Exercise Form attached to the Warrant, as provided for in Schedule “A” hereof)date thereof; or (c) a written opinion of counsel Counsel of recognized standing in form and substance satisfactory to the Company or other evidence satisfactory to the Company to the effect that an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws is available for the issuance of the Warrant Shares issuable on exercise of the Warrants; provided, however, that a holder who is an "accredited investor" as defined in Rule 501(a) of Regulation D under the U.S. Securities Act ("Accredited Investor") at the time of exercise of the Warrants and who purchased Units in a transaction exempt from registration under the U.S. Securities Act and applicable state securities laws as either a Qualified Institutional Buyer or an Accredited Investor will not be required to deliver an opinion of Counsel or such other evidence in connection with the exercise of Warrants that are part of those Units. (3) No Warrant Shares will be registered or delivered to an address in the United States unless the holder of Warrants complies with the requirements of paragraph (b) or (c) of Section 3.7(2).