Common use of Resale Restrictions and Legending of Securities Clause in Contracts

Resale Restrictions and Legending of Securities. 7.1 The Purchaser acknowledges that any resale of the Securities will be subject to resale restrictions contained in the securities legislation applicable to the Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities have been registered under the 1933 Act or the securities laws of any state of the United States. None of the Securities may be offered or sold in the United States unless registered in accordance with federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available 7.2 The Purchaser further acknowledges that the Securities will be subject to restrictions on resale imposed by NI 45-102, which in Canada will be four months and one day from the Closing Date. 7.3 The Purchaser agrees to consult his own legal advisors regarding the statutory resale restrictions applicable to the Securities before the resale of any of the Securities. 7.4 The certificates representing the Securities will bear a legend denoting the resale restrictions imposed by NI 45-102, the 1933 Act and other applicable securities legislation. The Purchaser agrees to sell, assign, or transfer the Securities only in accordance with these legends. 7.5 The Purchaser acknowledges and agrees that: (a) the Securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), or any State securities laws, and may not be offered and sold, directly or indirectly, in the United States or by or to or for the account or benefit of a U.S. Person (as defined in Regulation S ("Regulation S") promulgated under the 0000 Xxx) without registration under the 1933 Act and any applicable State securities laws, unless an exemption from registration is available; (b) the Issuer has no present intention and is not obligated under any circumstances to register the Securities, or to take any other actions to facilitate or permit any proposed resale or transfer thereof in the United States or otherwise by or to or for the account or benefit of a U.S. Person, and in particular, the Subscriber and the Issuer further acknowledge and agree that the Issuer is hereby required to refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to registration under the 1933 Act, or pursuant to an available exemption from registration; and (c) the Warrants may not be exercised in the United States or otherwise by or to or for the account or benefit of a U.S. Person without registration under the 1933 Act and any applicable State securities laws, unless an exemption from registration is available and the holder of such Warrant furnishes the Issuer with a legal opinion of counsel satisfactory to the Issuer to that effect. 7.6 The foregoing discussion on hold periods and resale restrictions is a general summary only and is not intended to be comprehensive or exhaustive, or to apply in all circumstances. Purchasers are advised to consult with their own advisors concerning their particular circumstances and the particular nature of the restrictions on transfer, the extent of the applicable hold period and the possibilities of utilizing any further exemptions or the obtaining of a discretionary order to transfer any Securities. Subscribers are further advised against attempting to resell or transfer any Securities until they have determined that any such resale or transfer is in compliance with the requirements of all applicable securities laws, including but not limited to compliance with restrictions on certain pre-trade activities and the filing with the appropriate regulatory authority of reports required upon any resale of the Securities. 7.7 The Purchaser hereby acknowledges that upon the issuance thereof, and until such time as the same is no longer required under the applicable securities laws and regulations, the certificates representing any of the Shares, the Warrants or the Warrant Shares will bear a legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE DISTRIBUTION DATE].

Resale Restrictions and Legending of Securities. 7.1 8.1 The Purchaser Subscriber acknowledges that any resale of the Securities will be subject to resale restrictions contained in the securities legislation applicable to the each Subscriber or any proposed transferee. The Company is a reporting issuer in the Reporting Jurisdictions only. Accordingly, the Subscriber, if resident in any other province or territory of Canada, acknowledges and agrees that the applicable hold periods applicable in such other jurisdictions may be of indefinite length. The Subscriber acknowledges and agrees that it should consult its own counsel with respect to the applicable hold period in the jurisdiction in which it is a resident. 8.2 Any shares of the Company issued pursuant to this Offering as part of a Unit or acquired on exercise of a Warrant will be subject to restrictions on resale for a period of twelve months from the closing of this Offering in British Columbia. The Subscriber hereby acknowledges that a legend will be placed on the certificates representing the Securities to the effect that the securities represented thereby are subject to a twelve (12) month (from Closing) hold period in the Reporting Jurisdiction The Subscriber further acknowledges that in the event that any Warrant is exercised by the Subscriber prior to the expiring of the hold period, a legend will be placed on the certificates representing the Warrant Shares to the effect that the securities represented by such certificates are subject to a twelve month hold period from Closing Date. 8.3 The Subscriber acknowledges that none of the Securities have not been registered under the 1933 Act or the securities laws of any state State of the United States. None States and that the Company does not intend to register same under the 1933 Act, or the securities laws of any State of the United States and has no obligation to do so. The Securities may not be offered or sold resold in the United States unless registered in accordance with federal securities laws and all applicable state State securities laws or exemptions from such registration requirements are available. 7.2 8.4 The Purchaser further acknowledges that the Securities Subscriber will be subject to restrictions on resale abide by any hold period imposed by NI 45-102, a securities regulatory authority or by the laws of the jurisdiction in which in Canada will be four months and one day from the Closing DateSubscriber is residing. 7.3 The Purchaser agrees to consult his own legal advisors regarding the statutory resale restrictions applicable to the Securities before the resale of any of the Securities. 7.4 The certificates representing the Securities will bear a legend denoting the resale restrictions imposed by NI 45-1028.5 In this Subscription, the 1933 Act and other applicable securities legislation. The Purchaser agrees to sell, assign, or transfer term "U.S. Person" shall have the Securities only meaning ascribed thereto in accordance with these legends. 7.5 The Purchaser acknowledges and agrees that: (a) the Securities have not been and will not be registered under the United States Securities Act Rule 902 of 1933, as amended (the "1933 Act"), or any State securities laws, and may not be offered and sold, directly or indirectly, in the United States or by or to or for the account or benefit of a U.S. Person (as defined in Regulation S ("Regulation S") promulgated under the 0000 Xxx) without registration under the 1933 Act and for the purpose of this Subscription, includes any applicable State securities laws, unless an exemption from registration is available; (b) the Issuer has no present intention and is not obligated under any circumstances to register the Securities, or to take any other actions to facilitate or permit any proposed resale or transfer thereof person in the United States or otherwise by or to or for the account or benefit of a U.S. Person, and in particular, the Subscriber and the Issuer further acknowledge and agree that the Issuer is hereby required to refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to registration under the 1933 Act, or pursuant to an available exemption from registration; and (c) the Warrants may not be exercised in the United States or otherwise by or to or for the account or benefit of a U.S. Person without registration under the 1933 Act and any applicable State securities laws, unless an exemption from registration is available and the holder of such Warrant furnishes the Issuer with a legal opinion of counsel satisfactory to the Issuer to that effectStates. 7.6 The foregoing discussion on hold periods and resale restrictions is a general summary only and is not intended to be comprehensive or exhaustive, or to apply in all circumstances. Purchasers are advised to consult with their own advisors concerning their particular circumstances and the particular nature of the restrictions on transfer, the extent of the applicable hold period and the possibilities of utilizing any further exemptions or the obtaining of a discretionary order to transfer any Securities. Subscribers are further advised against attempting to resell or transfer any Securities until they have determined that any such resale or transfer is in compliance with the requirements of all applicable securities laws, including but not limited to compliance with restrictions on certain pre-trade activities and the filing with the appropriate regulatory authority of reports required upon any resale of the Securities. 7.7 The Purchaser hereby acknowledges that upon the issuance thereof, and until such time as the same is no longer required under the applicable securities laws and regulations, the certificates representing any of the Shares, the Warrants or the Warrant Shares will bear a legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE DISTRIBUTION DATE].

Resale Restrictions and Legending of Securities. 7.1 11.1 The Purchaser Subscriber acknowledges that any resale of the Securities will be subject to resale restrictions contained in the securities legislation Applicable Securities Laws applicable to the Issuer, the Subscriber or any proposed transferee. The Subscriber acknowledges that none Subscribers with a Canadian or international address will receive a certificate bearing the following legends imprinted thereon: “Unless permitted under securities legislation, the holder of this security must not trade the Securities have been registered under the 1933 Act or the securities laws of any state of the United States. None of the Securities may be offered or sold in the United States unless registered in accordance with federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available 7.2 The Purchaser further acknowledges that the Securities will be subject to restrictions on resale imposed by NI 45-102, which in Canada will be security before [four months and plus one day from the Closing Date]”; and “Without prior written approval of TSX Venture Exchange and compliance with all applicable securities legislation, the securities represented by this certificate may not be sold, transferred, hypothecated or otherwise traded on or through the facilities of TSX Venture Exchange or otherwise in Canada or to or for the benefit of a Canadian resident until [four (4) months from the Closing Date.]” 7.3 The Purchaser agrees to consult his own legal advisors regarding 11.2 If Subscriber is, or is acting for the statutory resale restrictions applicable account or benefit of, a U.S. Person or a person in the United States, in addition to the Securities before legends set forth in paragraphs 11.1 and 11.2 above, the resale of any of the Securities. 7.4 The certificates representing the Securities will bear a U.S. restrictive legend denoting the resale restrictions imposed by NI 45-102, the 1933 Act and other applicable securities legislation. The Purchaser agrees to sell, assign, or transfer the Securities only set forth in accordance with these legendsSchedule D hereto. 7.5 11.3 The Purchaser acknowledges and agrees that: (a) Subscriber is aware that the Securities have not been and will not be registered under the United States U.S. Securities Act or the securities laws of 1933, as amended (any state and that the "1933 Act"), or any State securities laws, and Securities may not be offered and sold, directly or indirectly, sold in the United States or by or to or for the account or benefit of a U.S. Person (as defined in Regulation S ("Regulation S") promulgated under the 0000 Xxx) without registration under the 1933 U.S. Securities Act and any applicable State securities laws, unless or compliance with requirements of an exemption from registration is available; (b) and the applicable laws of all applicable states and acknowledges that the Issuer has no present intention and is not obligated under any circumstances to register the Securities, or to take any other actions to facilitate or permit any proposed resale or transfer thereof in the United States or otherwise by or to or for the account or benefit of filing a U.S. Person, and in particular, the Subscriber and the Issuer further acknowledge and agree that the Issuer is hereby required to refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to registration statement under the 1933 Act, or pursuant to an available exemption from registration; and (c) the Warrants may not be exercised U.S. Securities Act in the United States or otherwise by or to or for the account or benefit of a U.S. Person without registration under the 1933 Act and any applicable State securities laws, unless an exemption from registration is available and the holder of such Warrant furnishes the Issuer with a legal opinion of counsel satisfactory to the Issuer to that effect. 7.6 The foregoing discussion on hold periods and resale restrictions is a general summary only and is not intended to be comprehensive or exhaustive, or to apply in all circumstances. Purchasers are advised to consult with their own advisors concerning their particular circumstances and the particular nature of the restrictions on transfer, the extent of the applicable hold period and the possibilities of utilizing any further exemptions or the obtaining of a discretionary order to transfer any Securities. Subscribers are further advised against attempting to resell or transfer any Securities until they have determined that any such resale or transfer is in compliance with the requirements of all applicable securities laws, including but not limited to compliance with restrictions on certain pre-trade activities and the filing with the appropriate regulatory authority of reports required upon any resale respect of the Securities. 7.7 The Purchaser hereby acknowledges that upon the issuance thereof, and until such time as the same is no longer required under the applicable securities laws and regulations, the certificates representing any of the Shares, the Warrants or the Warrant Shares will bear a legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE DISTRIBUTION DATE].

Resale Restrictions and Legending of Securities. 7.1 The Purchaser Subscriber, on its own behalf and on behalf of any other person for whom it is contracting hereunder, hereby expressly acknowledges that any resale of and agrees that: (a) the Offering is being made pursuant to Exemptions and, as a result, the Securities will be subject to a number of statutory restrictions on resale and trading – until these restrictions contained in the securities legislation applicable to expire, the Subscriber will not be able to sell or proposed transferee. The Subscriber acknowledges that none of trade the Securities have been registered under unless the 1933 Act or Subscriber complies with an exemption from the securities laws of any state of the United States. None of the Securities may be offered or sold in the United States unless registered in accordance with federal securities laws prospectus and all applicable state securities laws or exemptions from such registration requirements are availableunder applicable securities laws; 7.2 The Purchaser further acknowledges that (b) the Issuer is a reporting issuer in any certain Canadian jurisdictions and, as a result, the Securities will be subject to a statutory hold period in Canada, and for residents outside Canada may be subject to additional restrictions on resale and trading imposed by NI 45-102the applicable securities laws of its jurisdiction of residence; (c) the Issuer has no present intention and is not obligated under any circumstances to file a prospectus, which in Canada will be four months and one day from the Closing Date. 7.3 The Purchaser agrees or take any other actions to consult his own legal advisors regarding the statutory qualify, facilitate or permit any resale restrictions applicable to the Securities before the resale of any or transfer of the Securities. 7.4 The certificates representing the Securities will bear a legend denoting the resale restrictions imposed by NI 45-102, the 1933 Act and other applicable securities legislation. The Purchaser agrees to sell, assign, or transfer the Securities only to become a reporting issuer in accordance with these legends. 7.5 any jurisdiction; and The Purchaser Subscriber acknowledges and agrees that: (a) the Securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), or any State securities laws, and may not be offered and sold, directly or indirectly, in the United States or by or to or for the account or benefit of a U.S. Person (as defined in Regulation S ("Regulation S") promulgated under the 0000 Xxx) without registration under the 1933 Act and any applicable State securities laws, unless an exemption from registration is available;; and (b) the Issuer has no present intention and is not obligated under any circumstances to register the Securities, or to take any other actions to facilitate or permit any proposed resale or transfer thereof in the United States or otherwise by or to or for the account or benefit of a U.S. Person, and in particular, the Subscriber and the Issuer further acknowledge and agree that the Issuer is hereby required to refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to registration under the 1933 Act, or pursuant to an available exemption from registration; and (c) the Warrants may not be exercised in the United States or otherwise by or to or for the account or benefit of a U.S. Person without registration under the 1933 Act and any applicable State securities laws, unless an exemption from registration is available and the holder of such Warrant furnishes the Issuer with a legal opinion of counsel satisfactory to the Issuer to that effect. 7.6 . The foregoing discussion on hold periods and resale restrictions is a general summary only and is not intended to be comprehensive or exhaustive, or to apply in all circumstances. Purchasers Subscribers are advised to consult with their own advisors concerning their particular circumstances and the particular nature of the restrictions on transfer, the extent of the applicable hold period and the possibilities of utilizing any further exemptions Exemptions or the obtaining of a discretionary order to transfer any Securities. Subscribers are further advised against attempting to resell or transfer any Securities until they have determined that any such resale or transfer is in compliance with the requirements of all applicable securities laws, including but not limited to compliance with restrictions on certain pre-trade activities and the filing with the appropriate regulatory authority of initial trade and other reports required upon any resale of the Securities. 7.7 The Purchaser hereby acknowledges . In the event that upon any of the issuance thereofSecurities are subject to a hold period or any other restrictions on resale and transferability, and until such time the Issuer will place a legend on the certificates representing the Securities as the same is no longer required under the applicable securities laws and regulations, the certificates representing any of the Shares, the Warrants or the Warrant Shares will bear a legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE DISTRIBUTION DATE]as it may otherwise deem necessary or advisable.

Resale Restrictions and Legending of Securities. 7.1 The Purchaser Subscriber hereby acknowledges and agrees that any resale of the Offering is being made pursuant to Exemptions and, as a result, the Securities will be subject to a number of statutory restrictions on resale and trading. Until these restrictions contained expire, the Subscriber will not be able to sell or trade the Securities unless the Subscriber complies with an exemption from the prospectus and registration requirements under Applicable Securities Laws. In addition to any statutory hold period imposed by Applicable Securities Laws, in general, unless permitted under securities legislation, the Subscriber cannot trade the securities legislation applicable to in Canada before the Subscriber or proposed transfereedate that is four months and a day after the Closing Date. The Subscriber acknowledges that none of the Securities have been registered under the 1933 Act or the securities laws of any state of the United States. None of the Securities may be offered or sold in the United States unless registered in accordance with federal securities laws and all applicable state securities laws or exemptions from such registration requirements are availableSee also section 7.3 below . 7.2 The Purchaser further acknowledges that the Securities will be subject to restrictions on resale imposed by NI 45-102, which in Canada will be four months and one day from the Closing Date. 7.3 The Purchaser agrees to consult his own legal advisors regarding the statutory resale restrictions applicable to the Securities before the resale of any of the Securities. 7.4 The certificates representing the Securities will bear a legend denoting the resale restrictions imposed by NI 45-102, the 1933 Act and other applicable securities legislation. The Purchaser agrees to sell, assign, or transfer the Securities only in accordance with these legends. 7.5 The Purchaser Subscriber acknowledges and agrees that: (a) the Securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), or any State securities laws, and may not be offered and sold, directly or indirectly, in the United States or by or to or for the account or benefit of a U.S. Person (as defined in Regulation S ("Regulation S") promulgated under the 0000 Xxx) without registration under the 1933 Act and any applicable State securities laws, unless an exemption from registration is available; (b) the Issuer has no present intention and is not obligated under any circumstances to register the Securities, or to take any other actions to facilitate or permit any proposed resale or transfer thereof in the United States or otherwise by or to or for the account or benefit of a U.S. Person, and in particular, the Subscriber and the Issuer further acknowledge and agree that the Issuer is hereby required to refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to registration under the 1933 Act, or pursuant to an available exemption from registration; and (c) the Warrants may not be exercised in the United States or otherwise by or to or for the account or benefit of a U.S. Person without registration under the 1933 Act and any applicable State securities laws, unless an exemption from registration is available and the holder of such Warrant furnishes the Issuer with a legal opinion of counsel satisfactory to the Issuer to that effect. 7.6 7.3 The foregoing discussion on hold periods and resale restrictions is a general summary only and is not intended to be comprehensive or exhaustive, or to apply in all circumstances. Purchasers Subscribers are advised to consult with their own advisors concerning their particular circumstances and the particular nature of the restrictions on transfer, the extent of the applicable hold period and the possibilities of utilizing any further exemptions Exemptions or the obtaining of a discretionary order to transfer any Securities. Subscribers are further advised against attempting to resell or transfer any Securities until they have determined that any such resale or transfer is in compliance with the requirements of all applicable securities lawsApplicable Securities Laws, including but not limited to compliance with restrictions on certain pre-trade activities and the filing with the appropriate regulatory authority of reports required upon any resale of the Securities. 7.7 The Purchaser hereby acknowledges 7.4 In the event that upon any of the issuance thereofSecurities are subject to a hold period or any other restrictions on resale and transferability, and until such time as the same is no longer required under the applicable securities laws and regulations, Issuer will place a legend on the certificates representing any of the SharesSecurities as are required under Applicable Securities Laws, the Warrants Exchange or the Warrant Shares will bear a legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE DISTRIBUTION DATE]as it may otherwise deem necessary or advisable.

Resale Restrictions and Legending of Securities. 7.1 8.1 The Purchaser Subscriber acknowledges that any resale of the Securities will be subject to resale restrictions contained in the securities legislation applicable to the each Subscriber or any proposed transferee. The Company is a reporting issuer in the Reporting Jurisdictions only. Accordingly, the Subscriber, if resident in any other province or territory of Canada, acknowledges and agrees that the applicable hold periods applicable in such other Canadian jurisdictions may be of indefinite length. 8.2 For non-US Person subscribers, any shares of the Company issued pursuant to this Offering as part of a Unit or acquired on exercise of a Warrant will be subject to restrictions on resale for a period of twelve months from the closing of this Offering in British Columbia and 40 days under Regulation S in the United States. The Subscriber hereby acknowledges that a legend will be placed on the certificates representing the Securities to the effect that the securities represented thereby are subject to a twelve (12) month (from Closing) hold period in British Columbia The Subscriber further acknowledges that in the event that any Warrant is exercised by the Subscriber prior to the expiring of the hold period, a legend will be placed on the certificates representing the Warrant Shares to the effect that the securities represented by such certificates are subject to a hold period until the later of twelve months from the Closing Date and 40 days from the exercise date. 8.3 The Subscriber acknowledges that none of the Securities have not been registered under the 1933 Act or the securities laws of any state State of the United States. None States and that the Company does not intend to register same under the 1933 Act, or the securities laws of any State of the United States and has no obligation to do so. The Securities may not be offered or sold resold in the United States unless registered in accordance with federal securities laws and all applicable state State securities laws or exemptions from such registration requirements are available. 7.2 The Purchaser further acknowledges that 8.4 For US person subscribers, the Securities Company will be relying on the exemption found in Regulation D to the the 1933 Act and the Shares and any Warrant Shares will be subject to restrictions on resale imposed by NI 45-102, which in Canada will be four months Rule 144 unless an exemption is available under Regulation S and one day from the Closing Date. 7.3 Rule 904. The Purchaser agrees Shares and any Warrant Shares issued to consult his own legal advisors regarding the statutory resale restrictions applicable to the Securities before the resale of any of the Securities. 7.4 The certificates representing the Securities US Persons will bear a the legend denoting the resale restrictions imposed by NI 45-102referred to on Schedule C. 8.5 In this Subscription, the 1933 Act and other applicable securities legislation. The Purchaser agrees to sell, assign, or transfer term "US Person" shall have the Securities only meaning ascribed thereto in accordance with these legends. 7.5 The Purchaser acknowledges and agrees that: (a) the Securities have not been and will not be registered under the United States Securities Act Rule 902 of 1933, as amended (the "1933 Act"), or any State securities laws, and may not be offered and sold, directly or indirectly, in the United States or by or to or for the account or benefit of a U.S. Person (as defined in Regulation S ("Regulation S") promulgated under the 0000 Xxx) without registration under the 1933 Act and for the purpose of this Subscription, includes any applicable State securities laws, unless an exemption from registration is available; (b) the Issuer has no present intention and is not obligated under any circumstances to register the Securities, or to take any other actions to facilitate or permit any proposed resale or transfer thereof person in the United States or otherwise by or to or for the account or benefit of a U.S. Person, and in particular, the Subscriber and the Issuer further acknowledge and agree that the Issuer is hereby required to refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to registration under the 1933 Act, or pursuant to an available exemption from registration; and (c) the Warrants may not be exercised in the United States or otherwise by or to or for the account or benefit of a U.S. Person without registration under the 1933 Act and any applicable State securities laws, unless an exemption from registration is available and the holder of such Warrant furnishes the Issuer with a legal opinion of counsel satisfactory to the Issuer to that effectStates. 7.6 The foregoing discussion on hold periods and resale restrictions is a general summary only and is not intended to be comprehensive or exhaustive, or to apply in all circumstances. Purchasers are advised to consult with their own advisors concerning their particular circumstances and the particular nature of the restrictions on transfer, the extent of the applicable hold period and the possibilities of utilizing any further exemptions or the obtaining of a discretionary order to transfer any Securities. Subscribers are further advised against attempting to resell or transfer any Securities until they have determined that any such resale or transfer is in compliance with the requirements of all applicable securities laws, including but not limited to compliance with restrictions on certain pre-trade activities and the filing with the appropriate regulatory authority of reports required upon any resale of the Securities. 7.7 The Purchaser hereby acknowledges that upon the issuance thereof, and until such time as the same is no longer required under the applicable securities laws and regulations, the certificates representing any of the Shares, the Warrants or the Warrant Shares will bear a legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE DISTRIBUTION DATE].

Resale Restrictions and Legending of Securities. 7.1 8.1 The Purchaser Investor acknowledges that any resale of the Securities will be subject to resale restrictions contained in the securities legislation Applicable Securities Laws applicable to the Subscriber Issuer, the Investor or any proposed transferee. The Subscriber acknowledges that none All Investors will receive, for the Shares acquired, a certificate bearing the following legend imprinted thereof: “Unless permitted under securities legislation, the holder of the Securities have been registered under the 1933 Act or securities shall not trade the securities laws of any state of the United States. None of the Securities may be offered or sold in the United States unless registered in accordance with federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available 7.2 The Purchaser further acknowledges before [insert that the Securities will be subject to restrictions on resale imposed by NI 45-102, date which in Canada will be is four months and one a day from the Closing Date. 7.3 ] “The Purchaser agrees to consult his own legal advisors regarding securities represented by this certificate are listed on the statutory resale restrictions applicable to the Securities before the resale of any of the Securities. 7.4 The certificates representing the Securities will bear a legend denoting the resale restrictions imposed by NI 45-102Toronto Stock Exchange (“TSX”); however, the 1933 Act said securities cannot be traded through the facilities of TSX since they are not freely transferable, and consequently any certificate representing such securities is not ‘good delivery’ in settlement of transactions on the TSX.” 8.2 Investors who are U.S Persons or who use herein an address in the U.S. who execute this Agreement in the United States (which the Issuer will presume absent other applicable evidence) will receive a certificate bearing the following legend imprinted thereon as well as the legend referred to in §8.1: “The securities legislation. The Purchaser agrees to sell, assign, or transfer the Securities only in accordance with these legends. 7.5 The Purchaser acknowledges and agrees that: (a) the Securities represented hereby have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 “U.S. Securities Act"”). The holder hereof, or any State by purchasing such securities, agrees for the benefit of the Issuer that such securities lawsmay be offered, and may not be offered and sold, directly pledged or indirectlyotherwise transferred only (a) to the Issuer, in (b) outside the United States or by or to or for the account or benefit in accordance with Rule 904 of a U.S. Person (as defined in Regulation S ("Regulation S") promulgated under the 0000 XxxU.S. Securities Act if applicable, (c) without inside the United States (1) pursuant to the exemption from the registration requirements under the 1933 U.S. Securities Act provided by Rule 144 thereunder, if available, and any in accordance with applicable State securities laws, unless an exemption from or (2) in a transaction that does not require registration is available; (b) under the U.S. Securities Act or any applicable State laws and regulations governing the offer and sale of securities, and the holder has prior to such sale furnished to the Issuer has no present intention an opinion of counsel or other evidence of exemption in form and is not obligated under any circumstances substance reasonably satisfactory to register the Securities, or to take any other actions to facilitate or permit any proposed resale or transfer thereof in the United States or otherwise by or to or for the account or benefit of a U.S. Person, and in particular, the Subscriber and the Issuer further acknowledge and agree Issuer. Provided that if the Issuer is hereby required to refuse to register any transfer a “foreign issuer” as that term is defined by Regulation S of the U.S. Securities not made Act at the time of sale, a new certificate bearing no restrictive legend, delivery of which will constitute “Good Delivery” may be obtained form the transfer agent, upon delivery of this certificate and a duly executed declaration, in accordance with the provisions of Regulation S, pursuant to registration under the 1933 Act, or pursuant to an available exemption from registration; and (c) the Warrants may not be exercised in the United States or otherwise by or to or for the account or benefit of a U.S. Person without registration under the 1933 Act and any applicable State securities laws, unless an exemption from registration is available and the holder of such Warrant furnishes the Issuer with a legal opinion of counsel form satisfactory to the Issuer and its transfer agent, to the effect that effect. 7.6 The foregoing discussion on hold periods and resale restrictions is a general summary only and is not intended to be comprehensive or exhaustive, or to apply in all circumstances. Purchasers are advised to consult with their own advisors concerning their particular circumstances and the particular nature sale of the restrictions on transfer, the extent of the applicable hold period and the possibilities of utilizing any further exemptions or the obtaining of a discretionary order to transfer any Securities. Subscribers are further advised against attempting to resell or transfer any Securities until they have determined that any such resale or transfer securities represented hereby is being made in compliance with Rule 904 of Regulation S under the requirements U.S. Securities Act.” and that any certificate representing any Securities issued in exchange therefor or in substitution thereof will bear the same legend, provided, however, that if the Issuer is a “foreign issuer” as that term is defined by Regulation S under the U.S. Securities Act at the time of all applicable sale of any Shares, a new certificate bearing no legend may be obtained from transfer agent upon delivery of the certificate evidencing such securities lawsand a duly executed declaration, including but not limited in a form satisfactory to the Company and transfer agent to the effect that the sale of the securities is being made in compliance with restrictions on certain pre-trade activities and Rule 904 of Regulation S under the filing U.S. Securities Act. The Issuer also reserves the right to affix to the Securities the legend contained in this §8.2 or a similar legend if such legend is required to be affixed in order to secure Regulatory Acceptance or compliance with the appropriate regulatory authority of reports required upon any resale of the SecuritiesU.S. Securities Act. 7.7 The Purchaser hereby acknowledges that upon the issuance thereof, and until such time as the same is no longer required under the applicable securities laws and regulations, the certificates representing any of the Shares, the Warrants or the Warrant Shares will bear a legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE DISTRIBUTION DATE].

Resale Restrictions and Legending of Securities. 7.1 6.1 The Purchaser Subscriber hereby acknowledges and agrees that any resale of the Offering is being made pursuant to the Exemptions and, as a result, the Securities will be subject to resale restrictions contained in the securities legislation applicable to the Subscriber or proposed transferee. The Subscriber acknowledges that none a number of the Securities have been registered under the 1933 Act or the securities laws of any state of the United States. None of the Securities may be offered or sold in the United States unless registered in accordance with federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available 7.2 The Purchaser further acknowledges that the Securities will be subject to statutory restrictions on resale imposed by NI 45-102and trading. Until these restrictions expire, which the Subscriber will not be able to sell or trade the Securities unless the Subscriber complies with an exemption from the prospectus and registration requirements under Applicable Securities Laws. In general, unless permitted under Applicable Securities Laws, the Subscriber cannot trade the Securities in Canada will be four months and one day from until the Closing DateIssuer becomes a reporting issuer in a jurisdiction of Canada. 7.3 6.2 The Purchaser agrees to consult his own legal advisors regarding the statutory resale restrictions applicable to the Securities before the resale of any of the Securities. 7.4 The certificates representing the Securities will bear a legend denoting the resale restrictions imposed by NI 45-102, the 1933 Act and other applicable securities legislation. The Purchaser agrees to sell, assign, or transfer the Securities only in accordance with these legends. 7.5 The Purchaser Subscriber acknowledges and agrees that: (a) the constating documents of the Issuer provide that the Securities may not be sold, transferred or disposed of without the consent of the Issuer’s directors, which can effectively be withheld at the discretion of the directors of the Issuer; (b) the Issuer is not a reporting issuer in any jurisdiction, and as such, the restrictions on resale and trading are indefinite until such time as the Issuer becomes a reporting issuer; (c) the Securities will not be listed or posted for trading on any stock exchange in any jurisdiction; (d) the Securities have not been and will not be registered under the United States U.S. Securities Act of 1933, as amended (the "1933 Act"), or any State of the United States securities laws, and may not be offered and sold, directly or indirectly, in the United States or by or to or for the account or benefit of a U.S. Person (as defined in Regulation S ("Regulation S") promulgated under the 0000 Xxx) without registration under the 1933 U.S. Securities Act and any applicable State securities laws, unless an exemption from registration is available;; and (be) the Issuer has no present intention and is not obligated under any circumstances to register the Securities, or to take any other actions to facilitate or permit any proposed resale or transfer thereof in the United States or otherwise by or to or for the account or benefit of a U.S. Person, and in particular, the Subscriber and the Issuer further acknowledge and agree that the Issuer is hereby required to refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to registration under the 1933 U.S. Securities Act, or pursuant to an available exemption from registration; and (c) the Warrants may not be exercised in the United States or otherwise by or to or for the account or benefit of a U.S. Person without registration under the 1933 Act and any applicable State securities laws, unless an exemption from registration is available and the holder of such Warrant furnishes the Issuer with a legal opinion of counsel satisfactory to the Issuer to that effect. 7.6 6.3 The foregoing discussion on hold periods and resale restrictions is a general summary only and is not intended to be comprehensive or exhaustive, or to apply in all circumstances. Purchasers Subscribers are advised to consult with their own advisors concerning their particular circumstances and the particular nature of the restrictions on transfer, the extent of the applicable hold period and the possibilities of utilizing any further exemptions Exemptions or the obtaining of a discretionary order to transfer any Securities. Subscribers are further advised against attempting to resell or transfer any Securities until they have determined that any such resale or transfer is in compliance with the requirements of all applicable securities lawsApplicable Securities Laws and the terms of this Subscription, including but not limited to compliance with restrictions on certain pre-trade activities and the filing with the appropriate regulatory authority of reports required upon any resale of the Securities. 7.7 The Purchaser hereby acknowledges that upon the issuance thereof, and until such time as the same is no longer required under 6.4 To evidence the applicable securities laws hold periods and regulationsrestrictions on resale and transferability prescribed by Applicable Securities Laws and the terms of this Subscription, the Issuer will place a legend on the certificates representing any the Securities as are required under Applicable Securities Laws and the terms of this Subscription. 6.5 The Subscriber agrees that in the Sharesevent the Issuer completes a Going Public Transaction, the Warrants Subscriber will enter into any escrow or the Warrant Shares will bear voluntary pooling agreements as may be required by any regulatory authority in respect of such a legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933transaction, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE DISTRIBUTION DATE]and further agrees to execute any documents as may be required to put such escrow or pooling agreements into effect.

Resale Restrictions and Legending of Securities. 7.1 The 6.1 In addition to the acknowledgements given in Article ‎4 hereof, the Purchaser acknowledges that any resale of the Securities will be subject to statutory and Exchange imposed resale restrictions contained restrictions. 6.2 The Purchaser acknowledges that a legend restriction notation will be entered on the ownership statements evidencing the Securities (or endorsed on the certificates representing the Securities, if any), to the effect that the securities represented thereby are subject to a hold period and may not be traded until the expiry thereof except as permitted by applicable securities legislation and, if applicable, the policies of the Exchange. In particular, if required, the Purchaser acknowledges that such ownership statements (or the certificates representing the Securities, if any) shall bear a legend substantially in the securities legislation applicable to following form and with the Subscriber or proposed transferee. information completed: 6.3 The Subscriber Purchaser acknowledges that none of the Securities have not been registered under the 1933 Act or the securities laws of any state State of the United States. None States and that the Corporation does not intend to register any of the Securities under the 1933 Act, or the securities laws of any State of the United States and has no obligation to do so. The Securities may not be offered or sold in the United States or to, or for the account or benefit of, a U.S. Person unless registered in accordance with United States federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available 7.2 . The Purchaser further acknowledges that the Securities will be subject to restrictions on resale imposed by NI 45-102, which in Canada will be four months and one day from the Closing Date. 7.3 The Purchaser agrees to consult his own legal advisors regarding the statutory resale restrictions applicable to the Securities before the resale of any of the Securities. 7.4 The certificates representing the Securities will bear a legend denoting the resale restrictions imposed by NI 45-102, the 1933 Act and other applicable securities legislation. The Purchaser agrees to sell, assign, or transfer the Securities only in accordance with these legends. 7.5 The Purchaser acknowledges and agrees that: (a) the Securities have not been and Corporation will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), or any State securities laws, and may not be offered and sold, directly or indirectly, in the United States or by or to or for the account or benefit of a U.S. Person (as defined in Regulation S ("Regulation S") promulgated under the 0000 Xxx) without registration under the 1933 Act and any applicable State securities laws, unless an exemption from registration is available; (b) the Issuer has no present intention and is not obligated under any circumstances to register the Securities, or to take any other actions to facilitate or permit any proposed resale or transfer thereof in the United States or otherwise by or to or for the account or benefit of a U.S. Person, and in particular, the Subscriber and the Issuer further acknowledge and agree that the Issuer is hereby required to refuse to register any transfer of any of the Securities not made in accordance with the provisions of Regulation S, pursuant to registration under the 1933 Act, S or pursuant to an available exemption from registration; and (c) the Warrants may not be exercised in the United States or otherwise by or to or for the account or benefit of a U.S. Person without registration under the 1933 Act and any applicable State securities laws, unless an exemption from registration is available and the holder of such Warrant furnishes the Issuer with a legal opinion of counsel satisfactory to the Issuer to that effect. 7.6 The foregoing discussion on hold periods and resale restrictions is a general summary only and is not intended to be comprehensive or exhaustive, or to apply in all circumstances. Purchasers are advised to consult with their own advisors concerning their particular circumstances and the particular nature of the restrictions on transfer, the extent of the applicable hold period and the possibilities of utilizing any further exemptions or the obtaining of a discretionary order to transfer any Securities. Subscribers are further advised against attempting to resell or transfer any Securities until they have determined that any such resale or transfer is in compliance with the requirements of all applicable securities laws, including but not limited to compliance with restrictions on certain pre-trade activities and the filing with the appropriate regulatory authority of reports required upon any resale of the Securities. 7.7 The Purchaser hereby acknowledges that upon the issuance thereof, and until such time as the same is no longer required under the applicable securities laws and regulations, the certificates representing any of the Shares, the Warrants or the Warrant Shares will bear a legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE DISTRIBUTION DATE].

Resale Restrictions and Legending of Securities. 7.1 9.1 The Purchaser Investor acknowledges that any resale of the Securities will be subject to resale restrictions contained in the securities legislation Applicable Securities Laws applicable to the Subscriber Issuer, the Investor or any proposed transferee. The Subscriber acknowledges that none All Investors will receive, for the Shares, Warrants and Warrant Shares acquired, a certificate bearing the following legend imprinted thereof: “Unless permitted under securities legislation, the holder of the Securities have been registered under the 1933 Act or securities shall not trade the securities laws of any state of the United States. None of the Securities may be offered or sold in the United States unless registered in accordance with federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available 7.2 The Purchaser further acknowledges before [insert that the Securities will be subject to restrictions on resale imposed by NI 45-102, date which in Canada will be is four months and one a day from the Closing Date. 7.3 The Purchaser agrees to consult his own legal advisors regarding the statutory resale restrictions applicable to the Securities before the resale of any ] Without prior written approval of the Securities. 7.4 The certificates representing the Securities will bear a legend denoting the resale restrictions imposed by NI 45-102, the 1933 Act TSX Venture Exchange and other compliance with all applicable securities legislation. , the securities represented by this certificate [->For Warrants insert: and any securities issued upon the exercise of such securities ] may not be sold, transferred, hypothecated or otherwise traded on or through the facilities of the TSX Venture Exchange or otherwise in Canada or to or for the benefit of a Canadian resident until [insert that date which is four months and a day from the Closing Date.]” 9.2 Investors who are U.S Persons or who use herein an address in the U.S. who execute this Agreement in the United States (which the Issuer will presume absent other evidence) will receive a certificate bearing the following legend imprinted thereon as well as the legend referred to in §9.1: “The Purchaser agrees to sell, assign, or transfer the Securities only in accordance with these legends. 7.5 The Purchaser acknowledges and agrees that: (a) the Securities securities represented hereby have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 “U.S. Securities Act"”). The holder hereof, or any State by purchasing such securities, agrees for the benefit of the Issuer that such securities lawsmay be offered, and may not be offered and sold, directly pledged or indirectlyotherwise transferred only (a) to the Issuer, in (b) outside the United States or by or to or for the account or benefit in accordance with Rule 904 of a U.S. Person (as defined in Regulation S ("Regulation S") promulgated under the 0000 XxxU.S. Securities Act if applicable, (c) without inside the United States (1) pursuant to the exemption from the registration requirements under the 1933 U.S. Securities Act provided by Rule 144 thereunder, if available, and any in accordance with applicable State securities laws, unless an exemption from or (2) in a transaction that does not require registration is available; (b) under the U.S. Securities Act or any applicable State laws and regulations governing the offer and sale of securities, and the holder has prior to such sale furnished to the Issuer has no present intention an opinion of counsel or other evidence of exemption in form and is not obligated under any circumstances substance reasonably satisfactory to register the Securities, or to take any other actions to facilitate or permit any proposed resale or transfer thereof in the United States or otherwise by or to or for the account or benefit of a U.S. Person, and in particular, the Subscriber and the Issuer further acknowledge and agree Issuer. Provided that if the Issuer is a “foreign issuer” as that term is defined by Regulation S of the U.S. Securities Act at the time of sale, a new certificate bearing no restrictive legend, delivery of which will constitute “Good Delivery” may be obtained form the transfer agent, upon delivery of this certificate and a duly executed declaration, in form satisfactory to the Issuer and its transfer agent, to the effect that the sale of the securities represented hereby is being made in compliance with Rule 904 of Regulation S under the U.S. Securities Act.” and that any certificate representing any Securities issued in exchange therefor or in substitution thereof will bear the same legend, provided, however, that if the Issuer is a “foreign issuer” as that term is defined by Regulation S under the U.S. Securities Act at the time of sale of any Shares or any Warrant Shares, a new certificate bearing no legend may be obtained from transfer agent upon delivery of the certificate evidencing such securities and a duly executed declaration, in a form satisfactory to the Company and transfer agent to the effect that the sale of the securities is being made in compliance with Rule 904 of Regulation S under the U.S. Securities Act. The Issuer also reserves the right to affix to the Securities the legend contained in this §9.2 or a similar legend if such legend is required to refuse be affixed in order to register any transfer secure Regulatory Acceptance or compliance with the U.S. Securities Act. 9.3 The Warrants are non-transferable without the consent of the Issuer. The Issuer will normally consent to a transfer where it is supplied with a legal opinion that the intended transfer is in compliance with Applicable Securities not made in accordance with the provisions of Regulation S, pursuant to registration under the 1933 Act, or pursuant to an available exemption from registration; andLaws. (c) the 9.4 The Warrants may not be exercised in the United States or otherwise by or to or for the account or benefit on behalf of a U.S. Person without registration or a person in the United States unless registered under the 1933 U.S. Securities Act and any applicable State state securities laws, laws or unless an exemption from such registration requirements is available and the holder of such Warrant furnishes the Issuer with a legal opinion of counsel satisfactory to the Issuer to that effect. 7.6 The foregoing discussion on hold periods and resale restrictions is a general summary only and is not intended to be comprehensive or exhaustive, or to apply in all circumstances. Purchasers are advised to consult with their own advisors concerning their particular circumstances and the particular nature of the restrictions on transfer, the extent of the applicable hold period and the possibilities of utilizing any further exemptions or the obtaining of a discretionary order to transfer any Securities. Subscribers are further advised against attempting to resell or transfer any Securities until they have determined that any such resale or transfer is in compliance with the requirements of all applicable securities laws, including but not limited to compliance with restrictions on certain pre-trade activities and the filing with the appropriate regulatory authority of reports required upon any resale of the Securities. 7.7 The Purchaser hereby acknowledges that upon the issuance thereof, and until such time as the same is no longer required under the applicable securities laws and regulations, the certificates representing any of the Shares, the Warrants or the Warrant Shares will bear a legend as follows in substantially addition to the following formlegend in §9.1: THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF “This warrant and the securities deliverable upon exercise thereof have not been registered under the United States Securities Act of 1933, AS AMENDED as amended (THE the "1933 ACTU.S. Securities Act"), or the securities laws of any state of the United States. NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY This warrant may not be exercised in the United States or by or on behalf of a person in the United States or a U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACTPerson unless the warrant and the warrant shares have been registered under the Securities Act and the applicable securities legislation of any such state or an exemption from such registration requirements is available. "UNITED STATESUnited States" AND and "U.S. PERSONPerson" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE DISTRIBUTION DATE]are as defined by regulation s under the U.S. Securities Act.”

Resale Restrictions and Legending of Securities. 7.1 The Purchaser acknowledges that any resale of the Securities will be subject to resale restrictions contained in the securities legislation applicable 9.1 In addition to the Subscriber or proposed transferee. The Subscriber acknowledges that none of acknowledgements given in Article 6 hereof, the Securities have been registered under the 1933 Act or the securities laws of any state of the United States. None of the Securities may be offered or sold in the United States unless registered in accordance with federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available 7.2 The Purchaser further acknowledges that the Securities will be subject to restrictions on statutory and Exchange imposed resale imposed by NI 45-102, which in Canada restrictions. 9.2 The Purchaser acknowledges that a legend restriction notation will be four months and one day from entered on the Closing Date. 7.3 The Purchaser agrees to consult his own legal advisors regarding the statutory resale restrictions applicable to ownership statements evidencing the Securities before (or endorsed on the resale of any of the Securities. 7.4 The certificates representing the Securities will bear a legend denoting the resale restrictions imposed by NI 45-102Securities, the 1933 Act and other applicable securities legislation. The Purchaser agrees to sell, assign, or transfer the Securities only in accordance with these legends. 7.5 The Purchaser acknowledges and agrees that: (a) the Securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act"if any), or any State to the effect that the securities laws, represented thereby are subject to a hold period and may not be offered and soldtraded until the expiry thereof except as permitted by applicable securities legislation and, directly if applicable, the policies of the Exchange. In particular, if required, the Purchaser acknowledges that such ownership statements (or indirectly, in the United States or by or to or for the account or benefit of a U.S. Person (as defined in Regulation S ("Regulation S") promulgated under the 0000 Xxx) without registration under the 1933 Act and any applicable State securities laws, unless an exemption from registration is available; (b) the Issuer has no present intention and is not obligated under any circumstances to register certificates representing the Securities, or to take any other actions to facilitate or permit any proposed resale or transfer thereof in the United States or otherwise by or to or for the account or benefit of a U.S. Person, and in particular, the Subscriber and the Issuer further acknowledge and agree that the Issuer is hereby required to refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to registration under the 1933 Act, or pursuant to an available exemption from registration; and (cif any) the Warrants may not be exercised in the United States or otherwise by or to or for the account or benefit of a U.S. Person without registration under the 1933 Act and any applicable State securities laws, unless an exemption from registration is available and the holder of such Warrant furnishes the Issuer with a legal opinion of counsel satisfactory to the Issuer to that effect. 7.6 The foregoing discussion on hold periods and resale restrictions is a general summary only and is not intended to be comprehensive or exhaustive, or to apply in all circumstances. Purchasers are advised to consult with their own advisors concerning their particular circumstances and the particular nature of the restrictions on transfer, the extent of the applicable hold period and the possibilities of utilizing any further exemptions or the obtaining of a discretionary order to transfer any Securities. Subscribers are further advised against attempting to resell or transfer any Securities until they have determined that any such resale or transfer is in compliance with the requirements of all applicable securities laws, including but not limited to compliance with restrictions on certain pre-trade activities and the filing with the appropriate regulatory authority of reports required upon any resale of the Securities. 7.7 The Purchaser hereby acknowledges that upon the issuance thereof, and until such time as the same is no longer required under the applicable securities laws and regulations, the certificates representing any of the Shares, the Warrants or the Warrant Shares will shall bear a legend substantially in substantially the following formform and with the information completed: THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY IN CANADA OR WITH A RESIDENT OF CANADA BEFORE [THE <INSERT DATE THAT IS 4 FOUR (4) MONTHS AND A ONE (1) DAY AFTER CLOSING DATE>.” 9.3 The Purchaser acknowledges that the Securities have not been registered under the 1933 Act or the securities laws of any State of the United States and that the Corporation does not intend to register any of the Securities under the 1933 Act, or the securities laws of any State of the United States and has no obligation to do so. The Securities may not be offered or sold in the United States or to, or for the account or benefit of, a U.S. Person unless registered in accordance with United States federal securities laws and all applicable state securities laws or exemptions from such requirements are available. The Purchaser further acknowledges that the Corporation will not register any transfer of any of the Securities not made in accordance with Regulation S or pursuant to an available exemption from registration. 9.4 The Purchaser acknowledges that each Securities issued to a U.S. Person shall bear a legend stating that the Securities has not been registered under the 1933 Act. 9.5 THE DISTRIBUTION DATE]PURCHASER ACKNOWLEDGES THAT THE CORPORATION BEARS NO RESPONSIBILITY FOR THE REMOVAL OF RESALE RESTRICTIONS OR LEGENDS ON SECURITIES AND THAT THE RESPONSIBILITY FOR COMPLIANCE AND COST WITH SUCH RESTRICTIONS OR THE REMOVAL OF LEGENDS IS TO BE BORNE BY THE PURCHASER AND NOT THE CORPORATION.

Resale Restrictions and Legending of Securities. 7.1 10.1 The Purchaser Investor acknowledges that any resale of the Securities will be subject to resale restrictions contained in the securities legislation Applicable Securities Laws applicable to the Subscriber Issuer, the Investor or any proposed transferee. The Subscriber acknowledges that none transferee and in the policies of the Securities have been registered TSX Venture. Investors with a Canadian or international address will receive a certificate bearing the following legend imprinted thereof: “Unless permitted under securities legislation, the 1933 Act or holder of the securities laws of any state of shall not trade the United States. None of the Securities may be offered or sold in the United States unless registered in accordance with federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available 7.2 The Purchaser further acknowledges that the Securities will be subject to restrictions on resale imposed by NI 45-102, which in Canada will be before [four months and one a day from the Closing Date. 7.3 The Purchaser agrees to consult his own legal advisors regarding the statutory resale restrictions applicable to the Securities before the resale of any ]. Without prior written approval of the Securities. 7.4 The certificates representing the Securities will bear a legend denoting the resale restrictions imposed by NI 45-102, the 1933 Act Exchange and other compliance with all applicable securities legislation. , the securities represented by this certificate may not be sold, transferred, hypothecated or otherwise traded on or through the facilities of the TSX Venture Exchange or otherwise in Canada or to or for the benefit of a Canadian resident until [four months and a day from the Closing Date].” 10.2 Investors who are U.S Persons or with an address in the U.S. who execute this Agreement in the United States (which the Issuer will presume absent other evidence) will receive a certificate bearing the following legend imprinted thereon: “The Purchaser agrees to sell, assign, or transfer the Securities only in accordance with these legends. 7.5 The Purchaser acknowledges and agrees that: (a) the Securities securities represented hereby have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 “U.S. Securities Act"”). The holder hereof, or any State by purchasing such securities, agrees for the benefit of the Issuer that such securities lawsmay be offered, and may not be offered and sold, directly pledged or indirectlyotherwise transferred only (a) to the Issuer, in (b) outside the United States or by or to or for the account or benefit in accordance with Rule 904 of a U.S. Person (as defined in Regulation S ("Regulation S") promulgated under the 0000 XxxU.S. Securities Act if applicable, (c) without inside the United Sates (1) pursuant to the exemption from the registration requirements under the 1933 U.S. Securities Act provided by Rule 144 thereunder, if available, and any in accordance with applicable State securities laws, unless an exemption from or (2) in a transaction that does not require registration is available; (b) under the U.S. Securities Act or any applicable State laws and regulations governing the offer and sale of securities, and the holder has prior to such sale furnished to the Issuer has no present intention an opinion of counsel or other evidence of exemption in form and is not obligated under any circumstances substance reasonably satisfactory to register the Securities, or to take any other actions to facilitate or permit any proposed resale or transfer thereof in the United States or otherwise by or to or for the account or benefit of a U.S. Person, and in particular, the Subscriber and the Issuer further acknowledge and agree Issuer. Provided that if the Issuer is hereby required to refuse to register any transfer a “foreign issuer” as that term is defined by Regulation S of the U.S. Securities not Act at the time of sale, a new certificate bearing no restrictive legend, delivery of which will constitute “Good Delivery” may be obtained form the transfer agent, upon delivery of this certificate and a duly executed declaration, in form satisfactory to the Issuer and its transfer agent, to the effect that the sale of the securities represented hereby is being made in accordance compliance with the provisions Rule 904 of Regulation S, pursuant to registration S under the 1933 U.S. Securities Act.” and that any certificate represent ing any Securities issued in exchange therefor or in substitution thereof will bear the same legend, provided, however, that if the Issuer is a “foreign issuer” as that term is defined by Regulation S under the U.S. Securities Act at the time of sale of any Shares or pursuant any Warrant Shares, a new certificate bearing no legend may be obtained from transfer agent upon delivery of the certificate evidencing such securities and a duly executed declaration, in a form satisfactory to an available exemption from registration; andthe Company and transfer agent to the effect that the sale of the securities is being made in compliance with Rule 904 of Regulation S under the U.S. Securities Act. (c) 10.3 The Warrants are non-transferable without the consent of the Issuer and the TSX Venture Exchange. 10.4 The Warrants may not be exercised in the United States or otherwise by or to or for the account or benefit on behalf of a U.S. Person without registration or a person in the United States unless registered under the 1933 U.S. Securities Act and any applicable State state securities laws, laws or unless an exemption from such registration requirements is available and the holder of such Warrant furnishes the Issuer with a legal opinion of counsel satisfactory to the Issuer to that effect. 7.6 The foregoing discussion on hold periods and resale restrictions is a general summary only and is not intended to be comprehensive or exhaustive, or to apply in all circumstances. Purchasers are advised to consult with their own advisors concerning their particular circumstances and the particular nature of the restrictions on transfer, the extent of the applicable hold period and the possibilities of utilizing any further exemptions or the obtaining of a discretionary order to transfer any Securities. Subscribers are further advised against attempting to resell or transfer any Securities until they have determined that any such resale or transfer is in compliance with the requirements of all applicable securities laws, including but not limited to compliance with restrictions on certain pre-trade activities and the filing with the appropriate regulatory authority of reports required upon any resale of the Securities. 7.7 The Purchaser hereby acknowledges that upon the issuance thereof, and until such time as the same is no longer required under the applicable securities laws and regulations, the certificates representing any of the Shares, the Warrants or the Warrant Shares will bear a legend in substantially to the following formeffect: “THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY DELIVERABLE UPON EXERCISE THEREOF HAVE NOT BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 U.S. SECURITIES ACT"). NONE , OR THE SECURITIES LAWS OF ANY STATE OF THE SECURITIES REPRESENTED HEREBY UNITED STATES. THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF A PERSON IN THE UNITED STATES OR A U.S. PERSON UNLESS THE WARRANT AND THE WARRANT SHARES HAVE BEEN REGISTERED UNDER THE 1933 ACT, SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE FROM SUCH REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACTIS AVAILABLE. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 U.S. SECURITIES ACT. UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE DISTRIBUTION DATE].”

Resale Restrictions and Legending of Securities. 7.1 6.1 The Purchaser Subscriber hereby acknowledges and agrees that any resale of the Offering is being made pursuant to Exemptions and, as a result, the Securities will be subject to resale restrictions contained in the securities legislation applicable to the Subscriber or proposed transferee. The Subscriber acknowledges that none a number of the Securities have been registered under the 1933 Act or the securities laws of any state of the United States. None of the Securities may be offered or sold in the United States unless registered in accordance with federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available 7.2 The Purchaser further acknowledges that the Securities will be subject to statutory restrictions on resale imposed by NI 45-102and trading. Until these restrictions expire, which the Subscriber will not be able to sell or trade the Securities unless the Subscriber complies with an Exemption from the prospectus and registration requirements under Applicable Securities Laws. In general, unless permitted under securities legislation, the Subscriber cannot trade the Securities in Canada will be before the date that is four months and one a day from after the Closing Date. 7.3 The Purchaser agrees to consult his own legal advisors regarding the statutory resale restrictions applicable to the Securities before the resale of any date of the Securities.Closing. See also section 6.3 below​. 7.4 6.2 The certificates representing the Securities will bear a legend denoting the resale restrictions imposed by NI 45-102, the 1933 Act and other applicable securities legislation. The Purchaser agrees to sell, assign, or transfer the Securities only in accordance with these legends. 7.5 The Purchaser Subscriber acknowledges and agrees that: (a) the Securities have not been and will not be registered under the United States U.S. Securities Act of 1933, as amended (the "1933 Act"), or any State securities laws, and may not be offered and sold, directly or indirectly, in the United States or by or to or for the account or benefit of a U.S. Person (as defined in Regulation S ("Regulation S") promulgated under the 0000 Xxx) Purchaser without registration under the 1933 U.S. Securities Act and any applicable State securities laws, unless an exemption from registration is available; (b) the Issuer has no present intention and is not obligated under any circumstances to register the Securities, or to take any other actions to facilitate or permit any proposed resale or transfer thereof in the United States or otherwise by or to or for the account or benefit of a U.S. PersonPurchaser, and in particular, the Subscriber and the Issuer further acknowledge and agree that the Issuer is hereby required to refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to registration under the 1933 U.S. Securities Act, or pursuant to an available exemption from registration; and (c) the any Warrants may not be exercised in the United States or otherwise by or to or for the account or benefit on behalf of a any U.S. Person without registration under the 1933 U.S. Securities Act and any applicable State securities laws, unless an exemption from registration is available and the holder of such Warrant furnishes the Issuer with a legal opinion of counsel satisfactory to the Issuer to that effect. 7.6 6.3 The foregoing discussion on hold periods and resale restrictions is a general summary only and is not intended to be comprehensive or exhaustive, or to apply in all circumstances. Purchasers Subscribers are advised to consult with their own advisors advisers concerning their particular circumstances and the particular nature of the restrictions on transfer, the extent of the applicable hold period and the possibilities of utilizing any further exemptions Exemptions or the obtaining of a discretionary order to transfer any Securities. Subscribers are further advised against attempting to resell or transfer any Securities until they have determined that any such resale or transfer is in compliance with the requirements of all applicable securities lawsApplicable Securities Laws, including but not limited to compliance with restrictions on certain pre-trade activities and the filing with the appropriate regulatory authority of reports required upon any resale of the Securities. 7.7 The Purchaser hereby acknowledges 6.4 In the event that upon any of the issuance thereofSecurities are subject to a hold period or any other restrictions on resale and transferability, and until such time as the same is no longer required under the applicable securities laws and regulations, Issuer will place a legend on the certificates representing any of the SharesSecurities as are required under Applicable Securities Laws, by the Warrants Exchange or as the Warrant Shares will bear a legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE DISTRIBUTION DATE]Issuer may otherwise deem necessary or advisable.

Resale Restrictions and Legending of Securities. 7.1 The Purchaser Subscriber hereby acknowledges and agrees that any resale of the Offering is being made pursuant to Exemptions and, as a result, the Securities will be subject to a number of statutory restrictions on resale and trading. Until these restrictions contained expire, the Subscriber will not be able to sell or trade the Securities unless the Subscriber complies with an exemption from the prospectus and registration requirements under Applicable Securities Laws. In addition to any statutory hold period imposed by Applicable Securities Laws, in general, unless permitted under securities legislation, the Subscriber cannot trade the securities legislation applicable to in Canada before the Subscriber or proposed transfereedate that is four months and a day after the Closing Date. The Subscriber acknowledges that none of the Securities have been registered under the 1933 Act or the securities laws of any state of the United States. None of the Securities may be offered or sold in the United States unless registered in accordance with federal securities laws and all applicable state securities laws or exemptions from such registration requirements are availableSee also section 7.3 below. 7.2 The Purchaser further acknowledges that the Securities will be subject to restrictions on resale imposed by NI 45-102, which in Canada will be four months and one day from the Closing Date. 7.3 The Purchaser agrees to consult his own legal advisors regarding the statutory resale restrictions applicable to the Securities before the resale of any of the Securities. 7.4 The certificates representing the Securities will bear a legend denoting the resale restrictions imposed by NI 45-102, the 1933 Act and other applicable securities legislation. The Purchaser agrees to sell, assign, or transfer the Securities only in accordance with these legends. 7.5 The Purchaser Subscriber acknowledges and agrees that: (a) the Securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), or any State securities laws, and may not be offered and sold, directly or indirectly, in the United States or by or to or for the account or benefit of a U.S. Person (as defined in Regulation S ("Regulation S") promulgated under the 0000 Xxx) without registration under the 1933 Act and any applicable State securities laws, unless an exemption from registration is available; (b) the Issuer has no present intention and is not obligated under any circumstances to register the Securities, or to take any other actions to facilitate or permit any proposed resale or transfer thereof in the United States or otherwise by or to or for the account or benefit of a U.S. Person, and in particular, the Subscriber and the Issuer further acknowledge and agree that the Issuer is hereby required to refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to registration under the 1933 Act, or pursuant to an available exemption from registration; and (c) the Warrants may not be exercised in the United States or otherwise by or to or for the account or benefit of a U.S. Person without registration under the 1933 Act and any applicable State securities laws, unless an exemption from registration is available and the holder of such Warrant furnishes the Issuer with a legal opinion of counsel satisfactory to the Issuer to that effect. 7.6 7.3 The foregoing discussion on hold periods and resale restrictions is a general summary only and is not intended to be comprehensive or exhaustive, or to apply in all circumstances. Purchasers Subscribers are advised to consult with their own advisors concerning their particular circumstances and the particular nature of the restrictions on transfer, the extent of the applicable hold period and the possibilities of utilizing any further exemptions Exemptions or the obtaining of a discretionary order to transfer any Securities. Subscribers are further advised against attempting to resell or transfer any Securities until they have determined that any such resale or transfer is in compliance with the requirements of all applicable securities lawsApplicable Securities Laws, including but not limited to compliance with restrictions on certain pre-trade activities and the filing with the appropriate regulatory authority of reports required upon any resale of the Securities. 7.7 The Purchaser hereby acknowledges 7.4 In the event that upon any of the issuance thereofSecurities are subject to a hold period or any other restrictions on resale and transferability, and until such time as the same is no longer required under the applicable securities laws and regulations, Issuer will place a legend on the certificates representing any of the SharesSecurities as are required under Applicable Securities Laws, the Warrants Exchange or the Warrant Shares will bear a legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE DISTRIBUTION DATE]as it may otherwise deem necessary or advisable.

Resale Restrictions and Legending of Securities. 7.1 The 6.1 In addition to the acknowledgements given in Article 4 hereof, the Purchaser acknowledges that any resale of the Securities will be subject to statutory and Exchange imposed resale restrictions contained restrictions. 6.2 The Purchaser acknowledges that a legend restriction notation will be entered on the ownership statements evidencing the Securities (or endorsed on the certificates representing the Securities, if any), to the effect that the securities represented thereby are subject to a hold period and may not be traded until the expiry thereof except as permitted by applicable securities legislation and, if applicable, the policies of the Exchange. In particular, if required, the Purchaser acknowledges that such ownership statements (or the certificates representing the Securities, if any) shall bear a legend substantially in the securities legislation applicable to following form and with the Subscriber or proposed transferee. information completed: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY [and for the Warrants:, OR ANY SECURITIES ISSUED ON ITS EXERCISE] MUST NOT TRADE THE SECURITY IN CANADA OR WITH A RESIDENT OF CANADA BEFORE <INSERT DATE THAT IS FOUR (4) MONTHS AND ONE (1) DAY AFTER CLOSING DATE>.” 6.3 The Subscriber Purchaser acknowledges that none of the Securities have not been registered under the 1933 Act or the securities laws of any state State of the United States. None States and that the Corporation does not intend to register any of the Securities under the 1933 Act, or the securities laws of any State of the United States and has no obligation to do so. The Securities may not be offered or sold in the United States or to, or for the account or benefit of, a U.S. Person unless registered in accordance with United States federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available 7.2 . The Purchaser further acknowledges that the Securities will be subject to restrictions on resale imposed by NI 45-102, which in Canada will be four months and one day from the Closing Date. 7.3 The Purchaser agrees to consult his own legal advisors regarding the statutory resale restrictions applicable to the Securities before the resale of any of the Securities. 7.4 The certificates representing the Securities will bear a legend denoting the resale restrictions imposed by NI 45-102, the 1933 Act and other applicable securities legislation. The Purchaser agrees to sell, assign, or transfer the Securities only in accordance with these legends. 7.5 The Purchaser acknowledges and agrees that: (a) the Securities have not been and Corporation will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), or any State securities laws, and may not be offered and sold, directly or indirectly, in the United States or by or to or for the account or benefit of a U.S. Person (as defined in Regulation S ("Regulation S") promulgated under the 0000 Xxx) without registration under the 1933 Act and any applicable State securities laws, unless an exemption from registration is available; (b) the Issuer has no present intention and is not obligated under any circumstances to register the Securities, or to take any other actions to facilitate or permit any proposed resale or transfer thereof in the United States or otherwise by or to or for the account or benefit of a U.S. Person, and in particular, the Subscriber and the Issuer further acknowledge and agree that the Issuer is hereby required to refuse to register any transfer of any of the Securities not made in accordance with the provisions of Regulation S, pursuant to registration under the 1933 Act, S or pursuant to an available exemption from registration; and (c) the Warrants may not be exercised in the United States or otherwise by or to or for the account or benefit of a U.S. Person without registration under the 1933 Act and any applicable State securities laws, unless an exemption from registration is available and the holder of such Warrant furnishes the Issuer with a legal opinion of counsel satisfactory to the Issuer to that effect. 7.6 The foregoing discussion on hold periods and resale restrictions is a general summary only and is not intended to be comprehensive or exhaustive, or to apply in all circumstances. Purchasers are advised to consult with their own advisors concerning their particular circumstances and the particular nature of the restrictions on transfer, the extent of the applicable hold period and the possibilities of utilizing any further exemptions or the obtaining of a discretionary order to transfer any Securities. Subscribers are further advised against attempting to resell or transfer any Securities until they have determined that any such resale or transfer is in compliance with the requirements of all applicable securities laws, including but not limited to compliance with restrictions on certain pre-trade activities and the filing with the appropriate regulatory authority of reports required upon any resale of the Securities. 7.7 The Purchaser hereby acknowledges that upon the issuance thereof, and until such time as the same is no longer required under the applicable securities laws and regulations, the certificates representing any of the Shares, the Warrants or the Warrant Shares will bear a legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE DISTRIBUTION DATE].

Resale Restrictions and Legending of Securities. 7.1 The Purchaser Subscriber hereby acknowledges and agrees that any resale of the Offering is being made pursuant to Exemptions and, as a result, the Securities will be subject to a number of statutory restrictions on resale and trading. Until these restrictions contained expire, the Subscriber will not be able to sell or trade the Securities unless the Subscriber complies with an exemption from the prospectus and registration requirements under Applicable Securities Laws. In addition to any statutory hold period imposed by Applicable Securities Laws, in general, unless permitted under securities legislation, the Subscriber cannot trade the securities legislation applicable to in Canada before the Subscriber or proposed transfereedate that is four months and a day after the Closing Date. The Subscriber acknowledges that none of the Securities have been registered under the 1933 Act or the securities laws of any state of the United States. None of the Securities may be offered or sold in the United States unless registered in accordance with federal securities laws and all applicable state securities laws or exemptions from such registration requirements are availableSee also section 7.3 below. 7.2 The Purchaser further acknowledges that the Securities will be subject to restrictions on resale imposed by NI 45-102, which in Canada will be four months and one day from the Closing Date. 7.3 The Purchaser agrees to consult his own legal advisors regarding the statutory resale restrictions applicable to the Securities before the resale of any of the Securities. 7.4 The certificates representing the Securities will bear a legend denoting the resale restrictions imposed by NI 45-102, the 1933 Act and other applicable securities legislation. The Purchaser agrees to sell, assign, or transfer the Securities only in accordance with these legends. 7.5 The Purchaser Subscriber acknowledges and agrees that: (a) the Securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), or any State securities laws, and may not be offered and sold, directly or indirectly, in the United States or by or to or for the account or benefit of a U.S. Person (as defined in Regulation S ("Regulation S") promulgated under the 0000 Xxx) without registration under the 1933 Act and any applicable State securities laws, unless an exemption from registration is available; (b) the Issuer has no present intention and is not obligated under any circumstances to register the Securities, or to take any other actions to facilitate or permit any proposed resale or transfer thereof in the United States or otherwise by or to or for the account or benefit of a U.S. Person, and in particular, the Subscriber and the Issuer further acknowledge and agree that the Issuer is {WLMLAW W0037570.DOC} hereby required to refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to registration under the 1933 Act, or pursuant to an available exemption from registration; and (c) the Warrants may not be exercised in the United States or otherwise by or to or for the account or benefit of a U.S. Person without registration under the 1933 Act and any applicable State securities laws, unless an exemption from registration is available and the holder of such Warrant furnishes the Issuer with a legal opinion of counsel satisfactory to the Issuer to that effect. 7.6 7.3 The foregoing discussion on hold periods and resale restrictions is a general summary only and is not intended to be comprehensive or exhaustive, or to apply in all circumstances. Purchasers Subscribers are advised to consult with their own advisors concerning their particular circumstances and the particular nature of the restrictions on transfer, the extent of the applicable hold period and the possibilities of utilizing any further exemptions Exemptions or the obtaining of a discretionary order to transfer any Securities. Subscribers are further advised against attempting to resell or transfer any Securities until they have determined that any such resale or transfer is in compliance with the requirements of all applicable securities lawsApplicable Securities Laws, including but not limited to compliance with restrictions on certain pre-trade activities and the filing with the appropriate regulatory authority of reports required upon any resale of the Securities. 7.7 The Purchaser hereby acknowledges 7.4 In the event that upon any of the issuance thereofSecurities are subject to a hold period or any other restrictions on resale and transferability, and until such time as the same is no longer required under the applicable securities laws and regulations, Issuer will place a legend on the certificates representing any of the SharesSecurities as are required under Applicable Securities Laws, the Warrants Exchange or the Warrant Shares will bear a legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE DISTRIBUTION DATE]as it may otherwise deem necessary or advisable.

Resale Restrictions and Legending of Securities. 7.1 14.1 The Purchaser Subscriber acknowledges that any resale of the Securities will be subject to resale restrictions contained in the securities legislation applicable to the Subscriber or to the proposed transferee. The Company is not a reporting issuer in any province or territory of Canada other than the Reporting Jurisdictions and, accordingly, any applicable hold periods under the laws of such other jurisdictions may never expire. The Subscriber acknowledges that none if the Company is unable to obtain a receipt for the Prospectus in the jurisdictions in which the Subscriber resides, the Securities maybe subject to restrictions on resale for an additional or an indefinite period of time. 14.2 The Subscriber acknowledges that the Securities have not been registered under the 1933 Act or the securities laws of any state State of the United States. None of the The Securities may not be offered or sold in the United States unless registered in accordance with federal securities laws and all applicable state State securities laws or exemptions from such registration requirements are available 7.2 . The Purchaser further acknowledges that the Securities will be subject to restrictions on resale imposed by NI 45-102, which in Canada will be four months and one day from the Closing Date. 7.3 The Purchaser agrees to consult his own legal advisors regarding the statutory resale restrictions applicable to the Securities before the resale of any of the Securities. 7.4 The certificates representing the Securities will Special Notes may bear a legend denoting the resale restrictions imposed by NI 45-102foregoing and, in addition, if the Subscriber is a U.S. Person or person in the United States, the 1933 Act Debentures, Shares and other applicable securities legislation. The Purchaser agrees to sell, assign, or transfer Warrant Shares may bear a legend denoting the Securities only in accordance with these legendsforegoing. 7.5 14.3 The Purchaser Subscriber hereby acknowledges and agrees that in the event that: (a) the Securities have not been Company is unable to obtain a receipt for the Prospectus in any of the Canadian Jurisdictions; or (b) any Special Notes are exercised by the Subscriber prior to the issuance of a receipt for the Prospectus by the securities commission in any of the Canadian Jurisdictions, a legend may be placed on the certificates representing the Debentures, Shares and will not be registered under Warrant Shares to the United States Securities Act of 1933, as amended (effect that the "1933 Act"), or any State securities laws, represented by such certificates are subject to a hold period and may not be offered and sold, directly or indirectly, in traded until the United States or by or to or for the account or benefit of a U.S. Person (as defined in Regulation S ("Regulation S") promulgated under the 0000 Xxx) without registration under the 1933 Act and any applicable State securities laws, unless an exemption from registration is available; (b) the Issuer has no present intention and is not obligated under any circumstances to register the Securities, or to take any other actions to facilitate or permit any proposed resale or transfer thereof in the United States or otherwise by or to or for the account or benefit of a U.S. Person, and in particular, the Subscriber and the Issuer further acknowledge and agree that the Issuer is hereby required to refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to registration under the 1933 Act, or pursuant to an available exemption from registration; and (c) the Warrants may not be exercised in the United States or otherwise by or to or for the account or benefit of a U.S. Person without registration under the 1933 Act and any applicable State securities laws, unless an exemption from registration is available and the holder expiry of such Warrant furnishes the Issuer with a legal opinion of counsel satisfactory to the Issuer to that effect. 7.6 The foregoing discussion on hold periods and resale restrictions is a general summary only and is not intended to be comprehensive or exhaustive, or to apply in all circumstances. Purchasers are advised to consult with their own advisors concerning their particular circumstances and the particular nature of the restrictions on transfer, the extent of the applicable hold period and the possibilities of utilizing any further exemptions or the obtaining of a discretionary order to transfer any Securities. Subscribers are further advised against attempting to resell or transfer any Securities until they have determined that any such resale or transfer is in compliance with the requirements of all except as permitted by applicable securities laws, including but not limited to compliance with restrictions on certain pre-trade activities and the filing with the appropriate regulatory authority of reports required upon any resale of the Securitieslegislation. 7.7 The Purchaser hereby acknowledges that upon the issuance thereof, and until such time as the same is no longer required under the applicable securities laws and regulations, the certificates representing any of the Shares, the Warrants or the Warrant Shares will bear a legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE DISTRIBUTION DATE].

Resale Restrictions and Legending of Securities. 7.1 6.1 In addition to the acknowledgements given in Article 5 hereof and elsewhere in this Subscription Agreement, the Purchaser acknowledges that the Purchaser's ability to transfer the Shares, Warrants and Warrant Shares is limited by, among other things, the Securities Laws. In particular, the Purchaser acknowledges having been informed that the Shares and Warrants, and any Warrant Shares issued upon exercise of the Warrants, are subject to resale restrictions under NI 45-102 and may not be sold or otherwise disposed of in Canada for a period of four months from the date of distribution of the Units, unless a statutory exemption is available or a discretionary order is obtained from the applicable securities commission allowing the earlier resale thereof. The Purchaser also acknowledges the resale restrictions referred to in this Article 6 and that there may be other restrictions on the Purchaser’s ability to resell the Securities under applicable Securities Laws, and it is the responsibility of the Purchaser to find out what those restrictions are and to comply with them before selling the Securities. The Purchaser is advised to consult the Purchaser’s own legal advisors in this regard. 6.2 The Purchaser acknowledges that any resale of the Securities will be subject to resale restrictions contained in the securities legislation applicable to the Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities have not been registered under the 1933 Act or the securities laws of any state State of the United States. None States and that the Company does not intend to register any of the Securities under the 1933 Act, or the securities laws of any State of the United States and has no obligation to do so. The Securities may not be offered or sold in the United States unless registered in accordance with United States federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available 7.2 . The Purchaser further acknowledges that the Securities will be subject to restrictions on resale imposed by NI 45-102, which in Canada will be four months and one day from the Closing Date. 7.3 The Purchaser agrees to consult his own legal advisors regarding the statutory resale restrictions applicable to the Securities before the resale of any of the Securities. 7.4 The certificates representing the Securities will bear a legend denoting the resale restrictions imposed by NI 45-102, the 1933 Act and other applicable securities legislation. The Purchaser agrees to sell, assign, or transfer the Securities only in accordance with these legends. 7.5 The Purchaser acknowledges and agrees that: (a) the Securities have not been and Company will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), or any State securities laws, and may not be offered and sold, directly or indirectly, in the United States or by or to or for the account or benefit of a U.S. Person (as defined in Regulation S ("Regulation S") promulgated under the 0000 Xxx) without registration under the 1933 Act and any applicable State securities laws, unless an exemption from registration is available; (b) the Issuer has no present intention and is not obligated under any circumstances to register the Securities, or to take any other actions to facilitate or permit any proposed resale or transfer thereof in the United States or otherwise by or to or for the account or benefit of a U.S. Person, and in particular, the Subscriber and the Issuer further acknowledge and agree that the Issuer is hereby required to refuse to register any transfer of any of the Securities not made in accordance with the provisions Regulation S of Regulation S, pursuant to registration under the 1933 Act, Act or pursuant to an available exemption from registration; and (c) the Warrants may not be exercised in the United States or otherwise by or to or for the account or benefit of a U.S. Person without registration under the 1933 Act and any applicable State securities laws, unless an exemption from registration is available and the holder of such Warrant furnishes the Issuer with a legal opinion of counsel satisfactory to the Issuer to that effect. 7.6 The foregoing discussion on hold periods and resale restrictions is a general summary only and is not intended to be comprehensive or exhaustive, or to apply in all circumstances. Purchasers are advised to consult with their own advisors concerning their particular circumstances and the particular nature of the restrictions on transfer, the extent of the applicable hold period and the possibilities of utilizing any further exemptions or the obtaining of a discretionary order to transfer any Securities. Subscribers are further advised against attempting to resell or transfer any Securities until they have determined that any such resale or transfer is in compliance with the requirements of all applicable securities laws, including but not limited to compliance with restrictions on certain pre-trade activities and the filing with the appropriate regulatory authority of reports required upon any resale of the Securities. 7.7 6.3 The Purchaser hereby acknowledges that upon the issuance thereof, and until such time as the same is no longer required under the applicable securities laws and regulations, legends will be endorsed on the certificates representing any of the Shares, the Warrants or Shares and the Warrant Shares will bear a legend substantially in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON form and with the information completed (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE except that the first legend set forth below will not appear on Warrant Shares issued after four months following the Closing): "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT THE DATE THAT IS 4 FOUR MONTHS AND A ONE DAY AFTER THE DISTRIBUTION DATECLOSING.]" “THE COMMON SHARES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE; HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF SUCH EXCHANGE SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT ‘GOOD DELIVERY’ IN SETTLEMENT OF TRANSACTIONS ON THE TORONTO STOCK EXCHANGE.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO PROVISIONS OF REGULATION S UNDER THE SECURITIES ACT.” 6.4 The Purchaser acknowledges that the certificates representing the Warrants shall bear legends substantially in the following form and with the information completed "UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT THE DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING.]" “NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR APPLICABLE STATE SECURITIES LAWS.AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT , OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO PROVISIONS OF REGULATION S UNDER THE SECURITIES ACT.” 6.5 The Purchaser understands and acknowledges that the Company (i) is not obligated to remain a ‘‘foreign issuer’’ within the meaning of Regulation S under the 1933 Act, (ii) may not, at the time the Shares, the Warrant or the Warrant Shares are resold by it or at any other time, be a foreign issuer, and (iii) may engage in one or more transactions which could cause the Company not to be a foreign issuer; and if the Company is not a foreign issuer at the time of any sale or other transfer of Shares, Warrants or Warrant Shares pursuant to Rule 904 of Regulation S under the 1933 Act, the certificates representing the Shares, the Warrants and the Warrant Shares may continue to bear the legend described in section 6.4 above; 6.6 THE PURCHASER ACKNOWLEDGES THAT THE COMPANY BEARS NO RESPONSIBILITY FOR THE REMOVAL OF RESALE RESTRICTIONS OR LEGENDS ON SECURITIES AND THAT THE RESPONSIBILITY FOR COMPLIANCE AND COST WITH SUCH RESTRICTIONS OR THE REMOVAL OF LEGENDS IS TO BE BORNE BY THE PURCHASER AND NOT THE COMPANY.

Resale Restrictions and Legending of Securities. 7.1 6.1 In addition to the acknowledgements given in Article 5 hereof and elsewhere in this Subscription Agreement, the Purchaser acknowledges that the Purchaser's ability to transfer the Shares, Warrants and Warrant Shares is limited by, among other things, the Securities Laws. In particular, the Purchaser acknowledges having been informed that the Shares and Warrants, and any Warrant Shares issued upon exercise of the Warrants, are subject to resale restrictions under NI 45-102 and may not be sold or otherwise disposed of in Canada for a period of four months from the date of distribution of the Units, unless a statutory exemption is available or a discretionary order is obtained from the applicable securities commission allowing the earlier resale thereof. The Purchaser also acknowledges the resale restrictions referred to in this Article 6 and that there may be other restrictions on the Purchaser’s ability to resell the Securities under applicable Securities Laws, and it is the responsibility of the Purchaser to find out what those restrictions are and to comply with them before selling the Securities. The Purchaser is advised to consult the Purchaser’s own legal advisors in this regard. 6.2 The Purchaser acknowledges that any resale of the Securities will be subject to resale restrictions contained in the securities legislation applicable to the Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities have not been registered under the 1933 Act or the securities laws of any state State of the United States. None States and that the Company does not intend to register any of the Securities under the 1933 Act, or the securities laws of any State of the United States and has no obligation to do so. The Securities may not be offered or sold in the United States unless registered in accordance with United States federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available 7.2 . The Purchaser further acknowledges that the Securities will be subject to restrictions on resale imposed by NI 45-102, which in Canada will be four months and one day from the Closing Date. 7.3 The Purchaser agrees to consult his own legal advisors regarding the statutory resale restrictions applicable to the Securities before the resale of any of the Securities. 7.4 The certificates representing the Securities will bear a legend denoting the resale restrictions imposed by NI 45-102, the 1933 Act and other applicable securities legislation. The Purchaser agrees to sell, assign, or transfer the Securities only in accordance with these legends. 7.5 The Purchaser acknowledges and agrees that: (a) the Securities have not been and Company will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), or any State securities laws, and may not be offered and sold, directly or indirectly, in the United States or by or to or for the account or benefit of a U.S. Person (as defined in Regulation S ("Regulation S") promulgated under the 0000 Xxx) without registration under the 1933 Act and any applicable State securities laws, unless an exemption from registration is available; (b) the Issuer has no present intention and is not obligated under any circumstances to register the Securities, or to take any other actions to facilitate or permit any proposed resale or transfer thereof in the United States or otherwise by or to or for the account or benefit of a U.S. Person, and in particular, the Subscriber and the Issuer further acknowledge and agree that the Issuer is hereby required to refuse to register any transfer of any of the Securities not made in accordance with the provisions Regulation S of Regulation S, pursuant to registration under the 1933 Act, Act or pursuant to an available exemption from registration; and (c) the Warrants may not be exercised in the United States or otherwise by or to or for the account or benefit of a U.S. Person without registration under the 1933 Act and any applicable State securities laws, unless an exemption from registration is available and the holder of such Warrant furnishes the Issuer with a legal opinion of counsel satisfactory to the Issuer to that effect. 7.6 The foregoing discussion on hold periods and resale restrictions is a general summary only and is not intended to be comprehensive or exhaustive, or to apply in all circumstances. Purchasers are advised to consult with their own advisors concerning their particular circumstances and the particular nature of the restrictions on transfer, the extent of the applicable hold period and the possibilities of utilizing any further exemptions or the obtaining of a discretionary order to transfer any Securities. Subscribers are further advised against attempting to resell or transfer any Securities until they have determined that any such resale or transfer is in compliance with the requirements of all applicable securities laws, including but not limited to compliance with restrictions on certain pre-trade activities and the filing with the appropriate regulatory authority of reports required upon any resale of the Securities. 7.7 6.3 The Purchaser hereby acknowledges that upon the issuance thereof, and until such time as the same is no longer required under the applicable securities laws and regulations, legends will be endorsed on the certificates representing any of the Shares, the Warrants or Shares and the Warrant Shares will bear a legend substantially in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON form and with the information completed (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. except that the first legend set forth below will not appear on Warrant Shares issued after four months following the Closing): “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT THE DATE THAT IS 4 FOUR MONTHS AND A ONE DAY AFTER THE DISTRIBUTION DATECLOSING.]” “THE COMMON SHARES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE; HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF SUCH EXCHANGE SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT ‘GOOD DELIVERY’ IN SETTLEMENT OF TRANSACTIONS ON THE TORONTO STOCK EXCHANGE.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO PROVISIONS OF REGULATION S UNDER THE SECURITIES ACT.” 6.4 The Purchaser acknowledges that the certificates representing the Warrants shall bear legends substantially in the following form and with the information completed "UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT THE DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING.]" “NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR APPLICABLE STATE SECURITIES LAWS.AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT , OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO PROVISIONS OF REGULATION S UNDER THE SECURITIES ACT.” 6.5 The Purchaser understands and acknowledges that the Company (i) is not obligated to remain a ‘‘foreign issuer’’ within the meaning of Regulation S under the 1933 Act, (ii) may not, at the time the Shares, the Warrant or the Warrant Shares are resold by it or at any other time, be a foreign issuer, and (iii) may engage in one or more transactions which could cause the Company not to be a foreign issuer; and if the Company is not a foreign issuer at the time of any sale or other transfer of Shares, Warrants or Warrant Shares pursuant to Rule 904 of Regulation S under the 1933 Act, the certificates representing the Shares, the Warrants and the Warrant Shares may continue to bear the legend described in section 6.4 above; 6.6 THE PURCHASER ACKNOWLEDGES THAT THE COMPANY BEARS NO RESPONSIBILITY FOR THE REMOVAL OF RESALE RESTRICTIONS OR LEGENDS ON SECURITIES AND THAT THE RESPONSIBILITY FOR COMPLIANCE AND COST WITH SUCH RESTRICTIONS OR THE REMOVAL OF LEGENDS IS TO BE BORNE BY THE PURCHASER AND NOT THE COMPANY.

Resale Restrictions and Legending of Securities. 7.1 9.1 The Purchaser Investor acknowledges that any resale of the Securities will be subject to resale restrictions contained in the securities legislation Applicable Securities Laws applicable to the Subscriber Issuer, the Investor or any proposed transferee. The Subscriber acknowledges that none All Investors will receive, for the Shares, Warrants and Warrant Shares acquired, a certificate bearing the following legend imprinted thereof: “Unless permitted under securities legislation, the holder of the Securities have been registered under the 1933 Act or securities shall not trade the securities laws of any state of the United States. None of the Securities may be offered or sold in the United States unless registered in accordance with federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available 7.2 The Purchaser further acknowledges before [insert that the Securities will be subject to restrictions on resale imposed by NI 45-102, date which in Canada will be is four months and one a day from the Closing Date. 7.3 The Purchaser agrees to consult his own legal advisors regarding the statutory resale restrictions applicable to the Securities before the resale of any ] Without prior written approval of the Securities. 7.4 The certificates representing the Securities will bear a legend denoting the resale restrictions imposed by NI 45-102, the 1933 Act TSX Venture Exchange and other compliance with all applicable securities legislation. , the securities represented by this certificate [>For Warrants insert: and any securities issued upon the exercise of such securities ] may not be sold, transferred, hypothecated or otherwise traded on or through the facilities of the TSX Venture Exchange or otherwise in Canada or to or for the benefit of a Canadian resident until [insert that date which is four months and a day from the Closing Date.]” 9.2 Investors who are U.S Persons or who use herein an address in the U.S. who execute this Agreement in the United States (which the Issuer will presume absent other evidence) will receive a certificate bearing the following legend imprinted thereon as well as the legend referred to in §9.1: “The Purchaser agrees to sell, assign, or transfer the Securities only in accordance with these legends. 7.5 The Purchaser acknowledges and agrees that: (a) the Securities securities represented hereby have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 “U.S. Securities Act"”). The holder hereof, or any State by purchasing such securities, agrees for the benefit of the Issuer that such securities lawsmay be offered, and may not be offered and sold, directly pledged or indirectlyotherwise transferred only (a) to the Issuer, in (b) outside the United States or by or to or for the account or benefit in accordance with Rule 904 of a U.S. Person (as defined in Regulation S ("Regulation S") promulgated under the 0000 XxxU.S. Securities Act if applicable, (c) without inside the United States (1) pursuant to the exemption from the registration requirements under the 1933 U.S. Securities Act provided by Rule 144 thereunder, if available, and any in accordance with applicable State securities laws, unless an exemption from or (2) in a transaction that does not require registration is available; (b) under the U.S. Securities Act or any applicable State laws and regulations governing the offer and sale of securities, and the holder has prior to such sale furnished to the Issuer has no present intention an opinion of counsel or other evidence of exemption in form and is not obligated under any circumstances substance reasonably satisfactory to register the Securities, or to take any other actions to facilitate or permit any proposed resale or transfer thereof in the United States or otherwise by or to or for the account or benefit of a U.S. Person, and in particular, the Subscriber and the Issuer further acknowledge and agree Issuer. Provided that if the Issuer is a “foreign issuer” as that term is defined by Regulation S of the U.S. Securities Act at the time of sale, a new certificate bearing no restrictive legend, delivery of which will constitute “Good Delivery” may be obtained form the transfer agent, upon delivery of this certificate and a duly executed declaration, in form satisfactory to the Issuer and its transfer agent, to the effect that the sale of the securities represented hereby is being made in compliance with Rule 904 of Regulation S under the U.S. Securities Act.” and that any certificate representing any Securities issued in exchange therefor or in substitution thereof will bear the same legend, provided, however, that if the Issuer is a “foreign issuer” as that term is defined by Regulation S under the U.S. Securities Act at the time of sale of any Shares or any Warrant Shares, a new certificate bearing no legend may be obtained from transfer agent upon delivery of the certificate evidencing such securities and a duly executed declaration, in a form satisfactory to the Company and transfer agent to the effect that the sale of the securities is being made in compliance with Rule 904 of Regulation S under the U.S. Securities Act. The Issuer also reserves the right to affix to the Securities the legend contained in this §9.2 or a similar legend if such legend is required to refuse be affixed in order to register any transfer secure Regulatory Acceptance or compliance with the U.S. Securities Act. 9.3 The Warrants are non-transferable without the consent of the Issuer. The Issuer will normally consent to a transfer where it is supplied with a legal opinion that the intended transfer is in compliance with Applicable Securities not made in accordance with the provisions of Regulation S, pursuant to registration under the 1933 Act, or pursuant to an available exemption from registration; andLaws. (c) the 9.4 The Warrants may not be exercised in the United States or otherwise by or to or for the account or benefit on behalf of a U.S. Person without registration or a person in the United States unless registered under the 1933 U.S. Securities Act and any applicable State state securities laws, laws or unless an exemption from such registration requirements is available and the holder of such Warrant furnishes the Issuer with a legal opinion of counsel satisfactory to the Issuer to that effect. 7.6 The foregoing discussion on hold periods and resale restrictions is a general summary only and is not intended to be comprehensive or exhaustive, or to apply in all circumstances. Purchasers are advised to consult with their own advisors concerning their particular circumstances and the particular nature of the restrictions on transfer, the extent of the applicable hold period and the possibilities of utilizing any further exemptions or the obtaining of a discretionary order to transfer any Securities. Subscribers are further advised against attempting to resell or transfer any Securities until they have determined that any such resale or transfer is in compliance with the requirements of all applicable securities laws, including but not limited to compliance with restrictions on certain pre-trade activities and the filing with the appropriate regulatory authority of reports required upon any resale of the Securities. 7.7 The Purchaser hereby acknowledges that upon the issuance thereof, and until such time as the same is no longer required under the applicable securities laws and regulations, the certificates representing any of the Shares, the Warrants or the Warrant Shares will bear a legend as follows in substantially addition to the following formlegend in §9.1: THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF “This warrant and the securities deliverable upon exercise thereof have not been registered under the United States Securities Act of 1933, AS AMENDED as amended (THE the "1933 ACTU.S. Securities Act"), or the securities laws of any state of the united states. NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY This warrant may not be exercised in the united states or by or on behalf of a person in the United States or a U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACTPerson unless the warrant and the warrant shares have been registered under the Securities Act and the applicable securities legislation of any such state or an exemption from such registration requirements is available. "UNITED STATESUnited States" AND and "U.S. PERSONPerson" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE DISTRIBUTION DATE]are as defined by regulation s under the U.S. Securities Act.”