Common use of Registration and Transfer of Special Warrants Clause in Contracts

Registration and Transfer of Special Warrants. 3.1.1 The Corporation will cause to be kept by the Special Warrant Agent at the principal office in Montreal and at the branch office in Toronto of the Special Warrant Agent: a) a register of holders in which shall be entered the names and addresses of the holders of Special Warrants and particulars of the Special Warrants held by them; and b) register of transfers in which all transfers of Special Warrants and the date and other particulars of each transfer shall be entered. 3.1.2 Subject to Section 3.1.3, no transfer of any Special Warrant will be valid unless entered on the register of transfers referred to in Section 3.1.1 hereof, or on any branch register maintained pursuant to Section 3.1.8 hereof, upon (a) in the case of a Special Warrant Certificate, surrendering to the Special Warrant Agent the Special Warrant Certificates representing the Special Warrants to be transferred together with a duly executed transfer form in substantially the form attached to the Special Warrant Certificate executed by the registered holder or the executors, administrators or other legal representatives thereof or the attorney thereof duly appointed by an instrument in writing in form and executed in a manner satisfactory to the Special Warrant Agent, acting reasonably, (b) in the case of Book Entry Only Special Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system, (c) in the case of Uncertificated Special Warrants, surrendering to the Special Warrant Agent, a duly executed transaction instruction from the holder (or such other instructions, in form satisfactory to the Special Warrant Agent), and (d) upon compliance with such requirements and such other reasonable requirements as the Special Warrant Agent may prescribe, such transfer will be duly noted on one of such registers by the Special Warrant Agent. 3.1.3 If the Special Warrant Certificate surrendered pursuant to Section 3.1.2 hereof bears the legend set forth in Section 2.6.4 hereof and the holder thereof is selling Special Warrants represented thereby in compliance with the requirements of Rule 144 under the U.S. Securities Act, such legend may be removed by delivery to the Special Warrant Agent and the Corporation of an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation, that such legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws. A Special Warrant may also be transferred otherwise than pursuant to Rule 144 under the U.S. Securities Act absent registration under the U.S. Securities Act or applicable state securities laws pursuant to an available exemption from such registration requirements, if the Special Warrant Agent and the Corporation are provided with an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation, to such effect; provided that the Special Warrant Certificate issued to the transferee shall bear such legend or legends as the Corporation may, on the advice of counsel, direct. 3.1.4 The transferee of any Special Warrant will, upon compliance with Section 3.1.2 hereof and all other conditions in respect thereof required by this Indenture or by law, be entitled to be entered on the register of holders referred to in Section 3.1.1 hereof, or on any branch register of holders maintained pursuant to Section 3.1.8 hereof, as the owner of such Special Warrant free from all equities or rights of set-off or counterclaim between the Corporation and the transferor or any previous holder of such Special Warrant, except in respect of equities of which the Corporation is required to take notice by statute or by order of a court of competent jurisdiction. 3.1.5 The Corporation shall be entitled, and may direct the Special Warrant Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Special Warrant on the registers referred to in Section 3.1.1 hereof or on any branch register maintained pursuant to Section 3.1.8 hereof if such transfer would constitute a violation of the securities laws of any jurisdiction or the instruments, rules, regulations or policies of any regulatory authority (including any stock exchange upon which the Common Shares may listed and posted for trading) having jurisdiction. 3.1.6 Subject to applicable law, neither the Corporation nor the Special Warrant Agent will be bound to take notice of or see to the execution of any trust, whether express, implied or constructive, in respect of any Special Warrant, and may transfer any Special Warrant on the direction of the person registered as the holder thereof, whether named as trustee or otherwise, as though that person were the beneficial owner thereof. 3.1.7 The registers referred to in Section 3.1.1 hereof, and any branch register maintained pursuant to Section 3.1.8 hereof, will at all reasonable times be open for inspection by the Corporation, Canaccord Genuity and any Special Warrantholder. The Special Warrant Agent will from time to time when requested to do so in writing by the Corporation or any Special Warrantholder (upon payment of the reasonable charges of the Special Warrant Agent) furnish the Corporation or such Special Warrantholder with a list of the names and addresses of holders of Special Warrants entered on such registers and showing the number of Special Warrants held by each such holder. 3.1.8 The Corporation may at any time and from time to time change the place at which the registers referred to in Section 3.1.1 hereof are kept, cause branch registers of holders or transfers to be kept, in each case subject to the approval of the Special Warrant Agent, at other places and close such branch registers or change the place at which such branch registers are kept. Notice of all such changes or closures shall be given by the Corporation to the Special Warrant Agent, Canaccord Genuity and to the holders of Special Warrants.

Registration and Transfer of Special Warrants. 3.1.1 (1) AltaRex hereby appoints the Trustee as registrar and transfer agent of the Special Warrants. (2) The Corporation Trustee will cause to be kept kept: (a) by the Special Warrant Agent and at the principal office in Montreal and at the branch office in Toronto Calgary, Alberta of the Special Warrant Agent: a) Trustee a register (or registers) of holders in which shall be entered in alphabetical order the names and addresses of the holders of Special Warrants and particulars of the Special Warrants held by them; and (b) by and at the principal office in Calgary, Alberta of the Trustee, a register of transfers in which all transfers of Special Warrants and the date and other particulars of each transfer shall be entered. 3.1.2 Subject to Section 3.1.3, no (3) No transfer of any Special Warrant will be valid unless duly entered on the appropriate register of transfers referred to in Section 3.1.1 hereofSubsection 3.1(2), or on any branch register registers maintained pursuant to Section 3.1.8 hereofSubsection 3.1(8), upon (a) in surrender to the case Trustee of a Special Warrant Certificate, surrendering to the Special Warrant Agent the Certificate evidencing such Special Warrant Certificates representing the Special Warrants to be transferred together with Warrant, duly endorsed by, or accompanied by a duly executed written instrument of transfer form substantially in substantially the form attached of Appendix 2 to the Special Warrant Certificate or otherwise in form satisfactory to the Trustee executed by by, the registered holder or the his executors, administrators or other legal representatives thereof or the his or their attorney thereof duly appointed by an instrument in writing in form and executed execution satisfactory to the Trustee, and a written acknowledgement by the transferee substantially in a manner satisfactory the form of Appendix 3 to the Special Warrant Agent, acting reasonably, (b) in the case of Book Entry Only Special Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system, (c) in the case of Uncertificated Special Warrants, surrendering to the Special Warrant Agent, a duly executed transaction instruction from the holder (Certificate or such other instructions, otherwise in form satisfactory to the Special Warrant Agent)Trustee executed by the transferee and, and (d) upon subject to compliance with Sections 2.7 and 2.8 and such requirements and such other reasonable requirements as the Special Warrant Agent Trustee may prescribe, such transfer will be duly noted on one of such registers of transfers by the Special Warrant AgentTrustee within two business days of the satisfaction of all such requirements. 3.1.3 If the Special Warrant Certificate surrendered pursuant to Section 3.1.2 hereof bears the legend set forth in Section 2.6.4 hereof and the holder thereof is selling Special Warrants represented thereby in compliance with the requirements of Rule 144 under the U.S. Securities Act, such legend may be removed by delivery to the Special Warrant Agent and the Corporation of an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation, that such legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws. A Special Warrant may also be transferred otherwise than pursuant to Rule 144 under the U.S. Securities Act absent registration under the U.S. Securities Act or applicable state securities laws pursuant to an available exemption from such registration requirements, if the Special Warrant Agent and the Corporation are provided with an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation, to such effect; provided that the Special Warrant Certificate issued to the transferee shall bear such legend or legends as the Corporation may, on the advice of counsel, direct. 3.1.4 The transferee of any Special Warrant will, upon compliance with Section 3.1.2 hereof and all other conditions in respect thereof required by this Indenture or by law, be entitled to be entered on the register of holders referred to in Section 3.1.1 hereof, or on any branch register of holders maintained pursuant to Section 3.1.8 hereof, as the owner of such Special Warrant free from all equities or rights of set-off or counterclaim between the Corporation and the transferor or any previous holder of such Special Warrant, except in respect of equities of which the Corporation is required to take notice by statute or by order of a court of competent jurisdiction. 3.1.5 The Corporation shall (5) AltaRex will be entitled, and may direct the Special Warrant AgentTrustee in writing, to refuse to recognize any transfer, or enter the name of any transferee, of any Special Warrant on the registers referred to in Section 3.1.1 hereof Subsection 3.1(2), or on any branch register registers maintained pursuant to Section 3.1.8 hereof Subsection 3.1(8), if such transfer would constitute a violation of the securities laws of any jurisdiction or the instruments, rules, regulations or policies of any regulatory authority (including any stock exchange upon which would require AltaRex to qualify the Common Shares may listed and posted issuable on exercise or deemed exercise of the Special Warrants for trading) having jurisdictiondistribution in any jurisdiction other than the Qualifying Jurisdictions. 3.1.6 Subject to applicable law, neither the Corporation (6) Neither AltaRex nor the Special Warrant Agent Trustee will be bound to take notice of or see to the execution of any trust, whether express, implied or constructive, in respect of any Special Warrant, and may transfer any Special Warrant on the written direction of the person registered as the holder thereofthereof and delivered in accordance with Subsection 3.1(3), whether named as trustee or otherwise, as though that person were the beneficial owner thereof. 3.1.7 (7) The registers referred to in Section 3.1.1 hereofSubsection 3.1(2), and any branch register registers maintained pursuant to Section 3.1.8 hereofSubsection 3.1(8), will at all reasonable times be open for inspection by the Corporation, Canaccord Genuity AltaRex and any Special Warrantholder. The Special Warrant Agent Trustee will from time to time when requested so to do so in writing by the Corporation AltaRex or any Special Warrantholder (upon payment of the Trustee's reasonable charges of the Special Warrant Agent) charges), furnish the Corporation AltaRex or such Special Warrantholder with a list of the names and addresses of holders of Special Warrants entered on such registers and showing the number of Special Warrants held by each such holder. 3.1.8 (8) The Corporation Trustee, with the approval of AltaRex, may at any time and from time to time change the place at which the registers referred to in Section 3.1.1 hereof Subsection 3.1(2) are kept, cause branch registers of holders or transfers to be kept, in each case subject to the approval of the Special Warrant Agent, kept at other places and close such branch registers or change the place at which such branch registers are kept. Notice of all any such changes change or closures closure shall be given by the Corporation Trustee to the Special Warrant Agent, Canaccord Genuity AltaRex and to the holders of Special Warrants. (9) The Trustee shall retain until the sixth anniversary of the Expiry Time all instruments of transfer of Special Warrants which are tendered for registration including the details shown thereon of the persons by or through whom they were lodged, all cancelled Special Warrants and other related documents.

Registration and Transfer of Special Warrants. 3.1.1 (1) SMTC Canada hereby appoints the Trustee as registrar and transfer agent of the Special Warrants. (2) The Corporation Trustee will cause to be kept kept: (a) by the Special Warrant Agent and at the principal office in Montreal and at the branch office in Toronto Toronto, Ontario of the Special Warrant Agent: a) Trustee a register (or registers) of holders in which shall be entered in alphabetical order the names and addresses of the holders of Special Warrants and particulars of the Special Warrants held by them; and (b) by and at the principal office in Toronto, Ontario of the Trustee, a register of transfers in which all transfers of Special Warrants and the date and other particulars of each transfer shall be entered. 3.1.2 Subject to Section 3.1.3, no (3) No transfer of any Special Warrant will be valid unless duly entered on the appropriate register of transfers referred to in Section 3.1.1 hereofSubsection 4.1(2), or on any branch register registers maintained pursuant to Section 3.1.8 hereofSubsection 4.1(8), upon (a) in surrender to the case Trustee of a Special Warrant Certificate, surrendering to the Special Warrant Agent the Certificate evidencing such Special Warrant Certificates representing the Special Warrants to be transferred together with Warrant, duly endorsed by, or accompanied by a duly executed written instrument of transfer form substantially in substantially the form attached of Appendix 2 to the Special Warrant Certificate or otherwise in form satisfactory to the Trustee executed by by, the registered holder or the his executors, administrators or other legal representatives thereof or the his or their attorney thereof duly appointed by an instrument in writing in form and executed execution satisfactory to the Trustee, and a written acknowledgement by the transferee substantially in a manner satisfactory the form of Appendix 3 to the Special Warrant Agent, acting reasonably, (b) in the case of Book Entry Only Special Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system, (c) in the case of Uncertificated Special Warrants, surrendering to the Special Warrant Agent, a duly executed transaction instruction from the holder (Certificate or such other instructions, otherwise in form satisfactory to the Special Warrant Agent)Trustee executed by the transferee and, and (d) upon subject to compliance with Sections 2.7, 2.8 and 2.9 and such requirements and such other reasonable requirements as the Special Warrant Agent Trustee may prescribe, such transfer will be duly noted on one of such registers of transfers by the Special Warrant AgentTrustee within two business days of the satisfaction of all such requirements. 3.1.3 If the Special Warrant Certificate surrendered pursuant to Section 3.1.2 hereof bears the legend set forth in Section 2.6.4 hereof and the holder thereof is selling Special Warrants represented thereby in compliance with the requirements of Rule 144 under the U.S. Securities Act, such legend may be removed by delivery to the Special Warrant Agent and the Corporation of an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation, that such legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws. A Special Warrant may also be transferred otherwise than pursuant to Rule 144 under the U.S. Securities Act absent registration under the U.S. Securities Act or applicable state securities laws pursuant to an available exemption from such registration requirements, if the Special Warrant Agent and the Corporation are provided with an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation, to such effect; provided that the Special Warrant Certificate issued to the transferee shall bear such legend or legends as the Corporation may, on the advice of counsel, direct. 3.1.4 (4) The transferee of any Special Warrant will, after surrender to the Trustee of the Special Warrant Certificate evidencing such Special Warrant as required by Subsection 4.1(3) and upon compliance with Section 3.1.2 hereof and all other conditions in respect thereof required by this Indenture or by law, be entitled to be entered on the register of holders referred to in Section 3.1.1 hereofSubsection 4.2(2), or on any branch register registers of holders maintained pursuant to Section 3.1.8 hereofSubsection 4.1(8), as the owner of such Special Warrant free from all equities or rights of set-off or counterclaim between the Corporation SMTC Canada and the transferor or any previous holder of such Special Warrant, except in respect of equities of which the Corporation SMTC Canada is required to take notice by statute or by order of a court of competent jurisdiction. 3.1.5 The Corporation shall (5) SMTC Canada will be entitled, and may direct the Special Warrant AgentTrustee in writing, to refuse to recognize any transfer, or enter the name of any transferee, of any Special Warrant on the registers referred to in Section 3.1.1 hereof Subsection 4.1(2), or on any branch register registers maintained pursuant to Section 3.1.8 hereof Subsection 4.1(8), if such transfer would constitute a violation of the securities laws of any jurisdiction or would require SMTC Canada to qualify the instruments, rules, regulations Exchangeable Shares or policies Share Purchase Warrants issuable on exercise or deemed exercise of the Special Warrants for distribution in any regulatory authority (including any stock exchange upon which jurisdiction other than the Common Shares may listed and posted for trading) having jurisdictionQualifying Jurisdictions. 3.1.6 Subject to applicable law, neither the Corporation (6) Neither SMTC Canada nor the Special Warrant Agent Trustee will be bound to take notice of or see to the execution of any trust, whether express, implied or constructive, in respect of any Special Warrant, and may transfer any Special Warrant on the written direction of the person registered as the holder thereofthereof and delivered in accordance with Subsection 4.1(3), whether named as trustee or otherwise, as though that person were the beneficial owner thereof. 3.1.7 (7) The registers referred to in Section 3.1.1 hereofSubsection 4.1(2), and any branch register registers maintained pursuant to Section 3.1.8 hereofSubsection 4.1(8), will at all reasonable times be open for inspection by the Corporation, Canaccord Genuity SMTC Canada and any Special Warrantholder. The Special Warrant Agent Trustee will from time to time when requested so to do so in writing by the Corporation SMTC Canada or any Special Warrantholder (upon payment of the Trustee’s reasonable charges of the Special Warrant Agent) charges), furnish the Corporation SMTC Canada or such Special Warrantholder with a list of the names and addresses of holders of Special Warrants entered on such registers and showing the number of Special Warrants held by each such holder. 3.1.8 (8) The Corporation Trustee, with the approval of SMTC Canada, may at any time and from time to time change the place at which the registers referred to in Section 3.1.1 hereof Subsection 4.1(2) are kept, cause branch registers of holders or transfers to be kept, in each case subject to the approval of the Special Warrant Agent, kept at other places and close such branch registers or change the place at which such branch registers are kept. Notice of all any such changes change or closures closure shall be given by the Corporation Trustee to the Special Warrant Agent, Canaccord Genuity SMTC Canada and to the holders of Special Warrants. (9) The Trustee shall retain until the sixth anniversary of the Expiry Time all instruments of transfer of Special Warrants which are tendered for registration including the details shown thereon of the persons by or through whom they were lodged, all cancelled Special Warrants and other related documents.