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

Resale Restrictions and Legending of Securities. 11.1 The Investor acknowledges that any resale of the Securities will be subject to resale restrictions contained in the Applicable Securities Laws applicable to the Corporation, the Investor or any proposed transferee. The certificates representing the Debentures will bear legends substantially in the following forms: NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE U.S. SECURITIES ACT. Common Shares issued upon conversion of the Debenture(s) shall bear legends substantially in the following forms: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”) OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, (B) TO THE CORPORATION, (C) IN ACCORDANCE WITH RULE 144 UNDER THE 1933 ACT, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, (D) IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, IF AVAILABLE, OR (E) IN A TRANSACTION THAT DOES NOT OTHERWISE REQUIRE REGISTRATION UNDER THE 1933 ACT OR ANY APPLICABLE STATE SECURITIES LAWS IF AN OPINION OF COUNSEL, OF RECOGNIZED STANDING REASONABLY SATISFACTORY TO THE CORPORATION, HAS BEEN PROVIDED TO THE CORPORATION TO THAT EFFECT. THE SECURITIES REPRESENTED BY THE CERTIFICATE CANNOT BE THE SUBJECT OF HEDGING TRANSACTIONS UNLESS SUCH TRANSACTIONS ARE CONDUCTED IN COMPLIANCE WITH THE 1933 ACT AND OTHER APPLICABLE SECURITIES LAWS.

Resale Restrictions and Legending of Securities. 11.1 The Investor 6.1 In addition to the acknowledgements given in Article 5 hereof, the Purchaser acknowledges that the Units (or any resale of securities underlying the Securities Units or that may be issued in connection with the Units) will be subject to statutory and Exchange imposed resale restrictions. 6.2 The Purchaser acknowledges that the Common Shares and Warrants and, if any Warrants are exercised prior to the expiry of the statutory or Exchange imposed resale restrictions, any Warrant Shares, will have attached to them whether through the electronic deposit of CDS, an ownership statement issued under a direct registration system or other electronic book-entry system, or on certificates that may be issued, as applicable, a legend setting out the resale restrictions contained in the Applicable Securities Laws under applicable to the Corporation, the Investor or any proposed transferee. The certificates representing the Debentures will bear legends securities legislation substantially in the following formsform and with the information completed: NEITHER THIS DEBENTURE NOR THE “UNLESS PERMITTED UNDER SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TOLEGISLATION, THE REGISTRATION REQUIREMENTS HOLDER OF THIS SECURITY MUST NOT TRADE THE U.S. SECURITIES ACT SECURITY BEFORE [INSERT THE DATE THAT IS FOUR MONTHS AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING ONE DAY AFTER THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE U.S. SECURITIES ACT. Common Shares issued upon conversion of the Debenture(s) shall bear legends substantially in the following forms: CLOSING DATE.]” “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”) ), OR APPLICABLE ANY STATE SECURITIES LAWSLAW. THESE THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF SILVER BULL RESOURCES, INC. (THE “COMPANY”) THAT SUCH SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT ONLY (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACTCOMPANY, (B) TO OUTSIDE THE CORPORATIONUNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT AND IN COMPLIANCE WITH ANY APPLICABLE LOCAL SECURITIES LAWS AND REGULATIONS, (C) IN ACCORDANCE COMPLIANCE WITH RULE 144 THE EXEMPTION FROM REGISTRATION UNDER THE 1933 ACTACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, LAWS OR (D) IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, IF AVAILABLE, OR (E) IN A TRANSACTION THAT DOES NOT OTHERWISE REQUIRE REGISTRATION UNDER THE 1933 ACT OR AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS IF LAWS, PROVIDED THAT HOLDER HAS DELIVERED TO THE COMPANY AND THE REGISTRAR AND TRANSFER AGENT AN OPINION OF COUNSEL, COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION, HAS BEEN PROVIDED COMPANY AND THE REGISTRAR AND TRANSFER AGENT TO THE CORPORATION TO THAT SUCH EFFECT. .” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE CERTIFICATE TORONTO STOCK EXCHANGE (THE “TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE SUBJECT FACILITIES OF HEDGING THE TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS UNLESS ON THE TSX.” 6.3 The Purchaser acknowledges that the Units are being offered pursuant to an exemption from the registration requirements of the 1933 Act pursuant to Regulation S or Regulation D. The Purchaser further acknowledges that the Units (or any securities underlying the Units or that may be issued in connection with the Units) have not been registered under the 1933 Act or the securities laws of any State of the United States and that the Company does not intend to register any of the Units (or any securities underlying the Units or that may be issued in connection with the Units) under the 1933 Act or the securities laws of any state of the United States and has no obligation to do so. The Units may not be offered or sold to a U.S. Person or a person in the United States unless registered in accordance with United States federal securities laws and all applicable state securities laws or exemptions from such requirements are available. 6.4 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 TRANSACTIONS ARE CONDUCTED IN COMPLIANCE WITH RESTRICTIONS OR THE 1933 ACT REMOVAL OF LEGENDS IS TO BE BORNE BY THE PURCHASER AND OTHER APPLICABLE SECURITIES LAWSNOT THE COMPANY.

Resale Restrictions and Legending of Securities. 11.1 10.1 The Investor acknowledges that any resale of the Securities will be subject to resale restrictions contained in the Applicable Securities Laws applicable to the Corporation, the Investor or any proposed transferee. The certificates representing the Debentures will bear legends substantially in the following forms: NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"U.S. SECURITIES ACT”"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES MAY MUST NOT BE CONDUCTED TRADE THE SECURITIES BEFORE [Insert date that is four month and one day after the Closing Date], 2010. UNLESS OTHERWISE PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY IN COMPLIANCE WITH OR FROM BRITISH COLUMBIA UNLESS THE CONDITIONS IN SECTION 12(2) OF BC INSTRUMENT 51-509, ISSUERS QUOTED IN THE U.S. SECURITIES ACTOVER-THE-COUNTER MARKET, ARE MET. Common Shares issued upon conversion of the Debenture(s) In addition, Warrants shall bear legends a legend substantially in the following formsform: THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 "U.S. SECURITIES ACT”) "), OR APPLICABLE THE SECURITIES LAWS OF ANY STATE SECURITIES LAWSOF THE UNITED STATES. THESE SECURITIES THIS WARRANT MAY NOT BE OFFEREDEXERCISED BY OR ON BEHALF OF A U.S. PERSON OR PERSON IN THE UNITED STATES UNLESS THIS WARRANT AND SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT. UNLESS PERMITTED UNDER SECURITIES LEGISLATION, SOLDTHE HOLDER OF THE SECURITIES MUST NOT TRADE THE SECURITIES BEFORE [Insert date that is four months and one day after the Closing Date], PLEDGED 2010. UNLESS OTHERWISE PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY IN OR OTHERWISE TRANSFERRED FROM BRITISH COLUMBIA UNLESS THE CONDITIONS IN SECTION 12(2) OF BC INSTRUMENT 51-509, ISSUERS QUOTED IN THE U.S. OVER-THE-COUNTER MARKET, ARE MET. Common Shares issued upon conversion of the Debenture(s) and the Warrant Shares shall bear legends substantially in the following forms: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACTU.S. SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, (B) TO OR IN A TRANSACTION NOT SUBJECT TO, THE CORPORATION, (C) REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT AND IN ACCORDANCE WITH RULE 144 UNDER THE 1933 ACT, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS. UNLESS PERMITTED UNDER SECURITIES LEGISLATION, (D) IN ACCORDANCE WITH THE PROVISIONS HOLDER OF REGULATION S, IF AVAILABLE, OR (E) IN A TRANSACTION THAT DOES NOT OTHERWISE REQUIRE REGISTRATION UNDER THE 1933 ACT OR ANY APPLICABLE STATE SECURITIES LAWS IF AN OPINION OF COUNSEL, OF RECOGNIZED STANDING REASONABLY SATISFACTORY TO THE CORPORATION, HAS BEEN PROVIDED TO THE CORPORATION TO THAT EFFECT. THE SECURITIES REPRESENTED BY MUST NOT TRADE THE CERTIFICATE CANNOT BE SECURITIES BEFORE [Insert date that is four month and one day after the Closing Date], 2010. UNLESS OTHERWISE PERMITTED UNDER SECURITIES LEGISLATION, THE SUBJECT HOLDER OF HEDGING TRANSACTIONS THIS SECURITY MUST NOT TRADE THE SECURITY IN OR FROM BRITISH COLUMBIA UNLESS SUCH TRANSACTIONS THE CONDITIONS IN SECTION 12(2) OF BC INSTRUMENT 51-509, ISSUERS QUOTED IN THE U.S. OVER-THE-COUNTER MARKET, ARE CONDUCTED IN COMPLIANCE WITH THE 1933 ACT AND OTHER APPLICABLE SECURITIES LAWSMET.

Resale Restrictions and Legending of Securities. 11.1 The Investor 6.1 In addition to the acknowledgements given in Article 5 hereof, the Purchaser acknowledges that the Units (or any resale of securities underlying the Securities Units or that may be issued in connection with the Units) will be subject to statutory and Exchange imposed resale restrictions. 6.2 The Purchaser acknowledges that the Unit Shares and Warrants and, if any Warrants are exercised prior to the expiry of the statutory or Exchange imposed resale restrictions, any Warrant Shares, will have attached to them an ownership statement issued under a direct registration system or other electronic book-entry system, or on certificates that may be issued, as applicable, legends setting out the resale restrictions contained in the Applicable Securities Laws under applicable to the Corporation, the Investor or any proposed transferee. The certificates representing the Debentures will bear legends securities legislation substantially in the following formsforms and with the information completed: NEITHER “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS DEBENTURE NOR SECURITY MUST NOT TRADE THE SECURITY [and for the Warrants: OR ANY SECURITY ISSUED ON ITS EXERCISE] IN CANADA OR WITH A RESIDENT OF CANADA BEFORE [Insert the date that is four months and one day after the Closing Date.]” “THE SECURITIES INTO WHICH [and for the Warrants: ISSUABLE ON THE EXERCISE OF THE WARRANTS] REPRESENTED BY THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH CERTIFICATE ARE LISTED ON THE SECURITIES AND TORONTO STOCK EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACTTSX”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO; HOWEVER, THE REGISTRATION REQUIREMENTS SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF THE 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.” 6.3 The Purchaser acknowledges that the Unit Shares, Warrants and Warrant Shares will have attached to them an ownership statement issued under a direct registration system or other electronic book-entry system, or on certificates that may be issued, as applicable, a legend (the “U.S. SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE U.S. SECURITIES ACT. Common Shares issued upon conversion of Legend”) setting out the Debenture(s) shall bear legends resale restrictions under applicable securities legislation in the United States substantially in the following formsform: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”) ), OR APPLICABLE ANY STATE SECURITIES LAWSLAW. THESE THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF SILVER BULL RESOURCES, INC. (THE “COMPANY”) THAT SUCH SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT ONLY (A) TO THE COMPANY, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, (B) TO THE CORPORATIONACT AND IN COMPLIANCE WITH ANY APPLICABLE LOCAL SECURITIES LAWS AND REGULATIONS, (C) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 144 904 OF REGULATION S UNDER THE 1933 ACTACT AND IN COMPLIANCE WITH ANY APPLICABLE LOCAL SECURITIES LAWS AND REGULATIONS, (D) IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, (D) IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, IF AVAILABLE, LAWS OR (E) IN A TRANSACTION THAT DOES NOT OTHERWISE REQUIRE REGISTRATION UNDER THE 1933 ACT OR AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS IF LAWS, PROVIDED THAT, IN THE CASE OF (C), (D) OR (E), THE HOLDER HAS DELIVERED TO THE COMPANY AND THE REGISTRAR AND TRANSFER AGENT AN OPINION OF COUNSEL, COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION, HAS BEEN PROVIDED COMPANY AND THE REGISTRAR AND TRANSFER AGENT TO THE CORPORATION TO THAT SUCH EFFECT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THE CERTIFICATE CANNOT BE THE SUBJECT OF HEDGING TRANSACTIONS UNLESS SUCH TRANSACTIONS ARE CONDUCTED PROHIBITED EXCEPT IN COMPLIANCE WITH THE 1933 ACT AND OTHER APPLICABLE SECURITIES LAWSACT” 6.4 The Purchaser acknowledges that the Units are being offered pursuant to an exemption from the registration requirements of the 1933 Act pursuant to Regulation S or Regulation D under the 1933 Act. The Purchaser further acknowledges that the Units (or any securities underlying the Units or that may be issued in connection with the Units) have not been registered under the 1933 Act or the securities laws of any State of the United States. The Units may not be offered or sold to a U.S. Person or a person in the United States unless registered in accordance with United States federal securities laws and all applicable state securities laws or exemptions from such requirements are available.

Resale Restrictions and Legending of Securities. 11.1 The Investor 6.1 In addition to the acknowledgements given in Article 5 hereof, the Purchaser acknowledges that the Units (or any resale of securities underlying the Securities Units or that may be issued in connection with the Units) will be subject to statutory resale restrictions. 6.2 The Purchaser acknowledges that the Common Shares and Warrants and, if any Warrants are exercised prior to the expiry of the statutory resale restrictions, any Warrant Shares, will have attached to them whether through the electronic deposit of CDS, an ownership statement issued under a direct registration system or other electronic book-entry system, or on certificates that may be issued, as applicable, legends setting out the resale restrictions contained in the Applicable under applicable Securities Laws applicable to and required by the Corporation, the Investor or any proposed transferee. The certificates representing the Debentures will bear legends Exchange substantially in the following formsform and with the information completed: (a) Canadian restrictive legends: NEITHER “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS DEBENTURE NOR SECURITY MUST NOT TRADE THE SECURITY IN CANADA BEFORE [INSERT THE DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE.]” “THE SECURITIES INTO WHICH REPRESENTED BY THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH CERTIFICATE ARE LISTED ON THE SECURITIES AND TORONTO STOCK EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACTTSX”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO; HOWEVER, THE REGISTRATION REQUIREMENTS SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF THE 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.” (b) U.S. SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE restrictive legend (the “U.S. SECURITIES ACT. Common Shares issued upon conversion of the Debenture(s) shall bear legends substantially in the following forms: Legend”): “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”) ), OR APPLICABLE ANY STATE SECURITIES LAWSLAW. THESE THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF SILVER BULL RESOURCES, INC. (THE “COMPANY”) THAT SUCH SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT ONLY (A) TO THE COMPANY, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, (B) TO THE CORPORATIONACT AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, (C) IN ACCORDANCE WITH PURSUANT TO RULE 144 UNDER 904 OF REGULATION S OF THE 1933 ACT, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWSPURSUANT TO LOCAL LAWS AND REGULATIONS, (D) IN ACCORDANCE COMPLIANCE WITH THE PROVISIONS OF REGULATION SEXEMPTION FROM REGISTRATION UNDER THE 1933 ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS OR (E) IN A TRANSACTION THAT DOES NOT OTHERWISE REQUIRE REGISTRATION UNDER THE 1933 ACT OR AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS IF LAWS, PROVIDED THAT, IN THE CASE OF (C), (D) OR (E), THE HOLDER HAS DELIVERED TO THE COMPANY AND THE REGISTRAR AND TRANSFER AGENT AN OPINION OF COUNSEL, COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATIONCOMPANY AND THE REGISTRAR AND TRANSFER AGENT TO SUCH EFFECT.” 6.3 The Purchaser acknowledges that the Units are being offered pursuant to an exemption from the registration requirements of the 1933 Act pursuant to Regulation S or Regulation D under the 1933 Act. The Purchaser further acknowledges that the Units (or any securities underlying the Units or that may be issued in connection with the Units) have not been registered under the 1933 Act or the securities laws of any State of the United States and that the Company does not intend to register any of the Units (or any securities underlying the Units or that may be issued in connection with the Units) under the 1933 Act or the securities laws of any state of the United States and has no obligation to do so. The Units may not be offered or sold to a U.S. Person or a person in the United States unless registered in accordance with United States federal securities laws and all applicable state securities laws or exemptions from such requirements are available. 6.4 In the case of a sale of the Common Shares or the Warrant Shares by the Purchaser made pursuant to either (A) the provisions of Rule 144 of the 1933 Act; or (B) an effective registration statement under the 1933 Act, HAS BEEN PROVIDED TO THE CORPORATION TO THAT EFFECTthe Company shall, at the Company’s own cost, use commercially reasonable efforts to cause the transfer agent to remove the U.S. Legend and deliver unlegended share certificates to the Purchaser within three trading days following the delivery by the Purchaser to the Company or the Company’s transfer agent of a share certificate endorsed with the U.S. Legend. THE SECURITIES REPRESENTED BY THE CERTIFICATE CANNOT BE THE SUBJECT OF HEDGING TRANSACTIONS UNLESS SUCH TRANSACTIONS ARE CONDUCTED IN COMPLIANCE WITH THE If the Company’s transfer agent fails to deliver an unlegended share certificate within such three trading day period, the Company will indemnify the Purchaser [(other than U.S. investors that are (i) brokers employed by the Placement Agent or its affiliates or (ii) one of the Exploration Capital Limited Partnerships managed by the Placement Agent or its affiliates)] for any damages and costs incurred as a result thereof, provided that: (i) such indemnity shall not extend to any lost profits of the Purchaser; and (ii) the aggregate amount of such indemnity in respect of any one legend removal shall not exceed US$5,000. For greater clarity, if, in the case of a sale pursuant to, and subject to satisfaction of the conditions required by, (A) or (B) above, the Company or the Company’s transfer agent requires a legal opinion to remove the U.S. Legend from any certificates representing the Common Shares or the Warrant Shares as contemplated in this Section, the Company shall use commercially reasonable efforts to cause its legal counsel to deliver such legal opinion at the Company’s expense. 6.5 If, at any time before the first anniversary of the expiry of the Warrants, the Company determines to prepare and file with the United States Securities and Exchange Commission (the “SEC”) a registration statement relating to an offering for the Company’s own account or the account of others under the 1933 ACT AND OTHER APPLICABLE SECURITIES LAWSAct of any of its equity securities, other than a registration statement on Form S-4 or Form S-8 (each as promulgated under the 1000 Xxx) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then the Company shall deliver to the Purchaser a written notice of such determination and, if within 15 days after the date of the delivery of such notice, the Purchaser shall so request in writing, the Company shall include in such registration statement all or any part of the Common Shares or the Warrant Shares issued or issuable to the Purchaser (and any securities issued or then issuable upon any stock split, dividend or other distribution, capitalization or similar event with respect to the foregoing) (collectively, the “Registrable Securities”) that the Purchaser requests to be registered, but the Company shall not be required to register any Registrable Securities that (i) are eligible for resale pursuant to Rule 144 of the 1933 Act, and (ii) would continue to be eligible for resale pursuant to Rule 144 of the 1933 Act if the Company ceased to comply with the current information requirements of Rule 144(c).

Resale Restrictions and Legending of Securities. 11.1 The Investor 6.1 In addition to the acknowledgements given in Article 5 hereof, the Purchaser acknowledges that the Units (or any resale of securities underlying the Securities Units or that may be issued in connection with the Units) will be subject to statutory and Exchange imposed resale restrictions. 6.2 The Purchaser acknowledges that the Unit Shares and Warrants and, if any Warrants are exercised prior to the expiry of the statutory or Exchange imposed resale restrictions, any Warrant Shares, will have attached to them an ownership statement issued under a direct registration system or other electronic book-entry system, or on certificates that may be issued, as applicable, legends setting out the resale restrictions contained in the Applicable Securities Laws under applicable to the Corporation, the Investor or any proposed transferee. The certificates representing the Debentures will bear legends securities legislation substantially in the following formsforms and with the information completed: NEITHER “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS DEBENTURE NOR SECURITY MUST NOT TRADE THE SECURITY [and for the Warrants: OR ANY SECURITY ISSUED ON ITS EXERCISE] IN CANADA OR WITH A RESIDENT OF CANADA BEFORE [Insert the date that is four months and one day after the Closing Date.]” “THE SECURITIES INTO WHICH [and for the Warrants: ISSUABLE ON THE EXERCISE OF THE WARRANTS] REPRESENTED BY THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH CERTIFICATE ARE LISTED ON THE SECURITIES AND TORONTO STOCK EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACTTSX”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO; HOWEVER, THE REGISTRATION REQUIREMENTS SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF THE 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.” 6.3 The Purchaser acknowledges that the Unit Shares, Warrants and Warrant Shares will have attached to them an ownership statement issued under a direct registration system or other electronic book-entry system, or on certificates that may be issued, as applicable, a legend (the “U.S. SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE U.S. SECURITIES ACT. Common Shares issued upon conversion of Legend”) setting out the Debenture(s) shall bear legends resale restrictions under applicable securities legislation in the United States substantially in the following formsform: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”) ), OR APPLICABLE ANY STATE SECURITIES LAWSLAW. THESE THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF SILVER BULL RESOURCES, INC. (THE “COMPANY”) THAT SUCH SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT ONLY (A) TO THE COMPANY, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, (B) TO THE CORPORATIONACT AND IN COMPLIANCE WITH ANY APPLICABLE LOCAL SECURITIES LAWS AND REGULATIONS, (C) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 144 904 OF REGULATION S UNDER THE 1933 ACTACT AND IN COMPLIANCE WITH ANY APPLICABLE LOCAL SECURITIES LAWS AND REGULATIONS, (D) IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, (D) IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, IF AVAILABLE, LAWS OR (E) IN A TRANSACTION THAT DOES NOT OTHERWISE REQUIRE REGISTRATION UNDER THE 1933 ACT OR AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS IF LAWS, PROVIDED THAT, IN THE CASE OF (C), (D) OR (E), THE HOLDER HAS DELIVERED TO THE COMPANY AND THE REGISTRAR AND TRANSFER AGENT AN OPINION OF COUNSEL, COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION, HAS BEEN PROVIDED COMPANY AND THE REGISTRAR AND TRANSFER AGENT TO THE CORPORATION TO THAT SUCH EFFECT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THE CERTIFICATE CANNOT BE THE SUBJECT OF HEDGING TRANSACTIONS UNLESS SUCH TRANSACTIONS ARE CONDUCTED PROHIBITED EXCEPT IN COMPLIANCE WITH THE 1933 ACT AND OTHER APPLICABLE SECURITIES LAWSACT” 6.4 The Purchaser acknowledges that the Units are being offered pursuant to an exemption from the registration requirements of the 1933 Act pursuant to Regulation S or Regulation D under the 1933 Act. The Purchaser further acknowledges that the Units (or any securities underlying the Units or that may be issued in connection with the Units) have not been registered under the 1933 Act or the securities laws of any State of the United States. The Units may not be offered or sold to a U.S. Person or a person in the United States unless registered in accordance with United States federal securities laws and all applicable state securities laws or exemptions from such requirements are available. 6.5 In the case of a sale of the Unit Shares or the Warrant Shares by the Purchaser made pursuant to either (A) the provisions of Rule 144 of the 1933 Act; or (B) an effective registration statement under the 1933 Act, the Company shall, at the Company’s own cost, use commercially reasonable efforts to cause the transfer agent to remove the U.S. Legend and deliver unlegended share certificates to the Purchaser within three trading days following the delivery by the Purchaser to the Company or the Company’s transfer agent of a share certificate endorsed with the U.S. Legend. If the Company’s transfer agent fails to deliver an unlegended share certificate within such three trading day period, the Company will indemnify the Purchaser (other than investors that are (i) brokers employed by the Placement Agent or its affiliates or (ii) one of the Exploration Capital Limited Partnerships managed by the Placement Agent or its affiliates) for any damages and costs incurred as a result thereof, provided that: (i) such indemnity shall not extend to any lost profits of the Purchaser; and (ii) the aggregate amount of such indemnity in respect of any one legend removal shall not exceed US$1,000 per incident, and the aggregate amount of all such indemnities shall not exceed US$100,000. For greater clarity, if, in the case of a sale pursuant to, and subject to satisfaction of the conditions required by, (A) or (B) above, the Company or the Company’s transfer agent requires a legal opinion to remove the U.S. Legend from any certificates representing the Unit Shares or the Warrant Shares as contemplated in this Section, the Company shall use commercially reasonable efforts to cause its legal counsel to deliver such legal opinion at the Company’s expense. 6.6 Within 60 days after the Closing Date, the Company will prepare and file with the United States Securities and Exchange Commission (the “SEC”) a registration statement on Form S-1 (the “Resale Registration Statement”) under the 1933 Act relating to the resale and, if applicable, the issuance of, Unit Shares and Warrant Shares and any securities issued or then issuable upon any stock split, dividend or other distribution, capitalization or similar event with respect to the foregoing. The Company shall use commercially reasonable efforts to (i) have the Resale Registration Statement declared effective by the SEC within four months after the Closing Date, and (ii) maintain the effectiveness of the Registration Statement for a period ending on the earlier of (A) the first anniversary of the expiry date of the Warrants, and (B) the first date on which the Units and all Warrant Shares that have been or may be issued upon exercise of the Warrants (1) have been disposed of by the holders thereof, or (2) may be sold pursuant to Rule 144 under the 1933 Act by persons who are not “affiliates” of the Company (as defined in Rule 144) without being subject to the current public information requirements set forth in Rule 144(c). 6.7 The Company shall use commercially reasonable efforts to obtain and maintain eligibility of its common shares (“Common Shares”), including Unit Shares and Warrant Shares, to the deposit with, and book-entry transfer through the facilities of, The Depository Trust & Clearing Corporation until the first anniversary of the expiry of the Warrants. If the Common Shares, Unit Shares or Warrant Shares, fail to become or cease to be eligible as aforesaid, the Company will indemnify the Purchaser (other than Purchasers that are (i) brokers employed by the Placement Agent or (ii) one of the Exploration Capital Limited Partnerships managed by the Placement Agent or its affiliates) for any damages and costs incurred (other than loss of profits) therefrom. The aggregate amount of such indemnity in respect of any one claim shall not exceed US$ 1,000 per incident, and the aggregate amount of all such indemnities shall not exceed US$ 100,000.

Resale Restrictions and Legending of Securities. 11.1 10.1 The Investor acknowledges that any resale of the Securities will be subject to resale restrictions contained in required by the Applicable Securities Laws Laws. The Investor will receive certificates representing the Securities bearing the following legend imprinted thereon: "UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [four months plus one day from the Closing Date]." 10.2 If the Exchange hold period is applicable to the CorporationInvestor, the Investor will also receive certificates representing the Securities bearing the following legend imprinted thereon: "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 months and a day from the closing date]". 10.3 The Investor acknowledges that the Issuer is considered a U.S. "domestic issuer" under applicable U.S. securities laws and, as such, upon the original issuance therefore and until such time as the same is no longer required under applicable requirements of the U.S. Securities Act or any proposed transferee. applicable state securities laws, certificates representing the Securities and all certificates issued in exchange therefore or in substitution thereof, shall bear one of the following legends: The certificates representing the Debentures will Securities issued outside the United States to non-U.S. Persons shall bear legends substantially in the following formslegend: NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE U.S. SECURITIES ACT. Common Shares issued upon conversion of the Debenture(s) shall bear legends substantially in the following forms: 'THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 "U.S. SECURITIES ACT”") OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES THEY MAY NOT BE OFFEREDSOLD, SOLDOFFERED FOR SALE, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, (B) TO THE CORPORATION, (C) U.S. SECURITIES ACT AND IN ACCORDANCE WITH RULE 144 UNDER THE 1933 ACT, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, (D) IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, IF AVAILABLE, OR (E) IN A TRANSACTION THAT DOES NOT OTHERWISE REQUIRE PURSUANT TO AN EXEMPTION OR EXCLUSION FROM REGISTRATION UNDER THE 1933 U.S. SECURITIES ACT OR AND ANY APPLICABLE STATE SECURITIES LAWS IF AN OPINION OF COUNSEL, OF RECOGNIZED STANDING REASONABLY SATISFACTORY TO THE CORPORATION, HAS BEEN PROVIDED TO THE CORPORATION TO THAT EFFECTLAWS. THE SECURITIES REPRESENTED BY THE CERTIFICATE CANNOT BE THE SUBJECT OF HEDGING TRANSACTIONS UNLESS SUCH TRANSACTIONS ARE CONDUCTED IN COMPLIANCE WITH THE 1933 U.S. SECURITIES ACT." The certificates representing the Shares issued in the United States or to U.S. Persons shall bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT") OR APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT AND OTHER IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN EXEMPTION OR EXCLUSION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS."; provided, however, in either case, if any Shares, Warrants or Warrant Shares are being sold, the legend may be removed by delivery to the registrar and transfer agent and the Corporation an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation, that such legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws. In addition, the Investor understands and agrees that the certificates representing the Warrants, and all certificates issued in exchange therefore or in substitution thereof, shall bear the applicable legend set forth above in this Section 9.3 as well as the following legend: "THESE WARRANTS AND THE SECURITIES DELIVERABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THESE WARRANTS MAY NOT BE EXERCISED BY OR ON BEHALF OF A U.S. PERSON OR A PERSON IN THE UNITED STATES UNLESS THESE WARRANTS AND THE SHARES ISSUABLE UPON EXERCISE OF THESE WARRANTS HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR EXEMPTIONS FROM SUCH REGISTRATION REQUIREMENTS ARE AVAILABLE. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT."

Resale Restrictions and Legending of Securities. 11.1 The Investor 6.1 In addition to the acknowledgements given in Article 6 hereof, the Purchaser acknowledges that the Units (or any resale of securities underlying the Securities Units or that may be issued in connection with the Units) will be subject to statutory and Exchange imposed resale restrictions. 6.2 The Purchaser acknowledges that the Common Shares and Warrants and, if any Warrants are exercised prior to the expiry of the statutory or Exchange imposed resale restrictions, any Warrant Shares, will have attached to them whether through the electronic deposit of CDS, an ownership statement issued under a direct registration system or other electronic book-entry system, or on certificates that may be issued, as applicable, a legend setting out the resale restrictions contained in the Applicable Securities Laws under applicable to the Corporation, the Investor or any proposed transferee. The certificates representing the Debentures will bear legends securities legislation substantially in the following formsform and with the information completed: NEITHER THIS DEBENTURE NOR THE “UNLESS PERMITTED UNDER SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TOLEGISLATION, THE REGISTRATION REQUIREMENTS HOLDER OF THIS SECURITY MUST NOT TRADE THE U.S. SECURITIES ACT SECURITY BEFORE [INSERT THE DATE THAT IS FOUR MONTHS AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING ONE DAY AFTER THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE U.S. SECURITIES ACT. Common Shares issued upon conversion of the Debenture(s) shall bear legends substantially in the following forms: CLOSING DATE.]” “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”) ), OR APPLICABLE ANY STATE SECURITIES LAWSLAW. THESE THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF SILVER BULL RESOURCES, INC. (THE “COMPANY”) THAT SUCH SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT ONLY (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACTCOMPANY, (B) TO OUTSIDE THE CORPORATIONUNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT AND IN COMPLIANCE WITH ANY APPLICABLE LOCAL SECURITIES LAWS AND REGULATIONS, (C) IN ACCORDANCE COMPLIANCE WITH RULE 144 THE EXEMPTION FROM REGISTRATION UNDER THE 1933 ACTACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, LAWS OR (D) IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, IF AVAILABLE, OR (E) IN A TRANSACTION THAT DOES NOT OTHERWISE REQUIRE REGISTRATION UNDER THE 1933 ACT OR AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS IF LAWS, PROVIDED THAT HOLDER HAS DELIVERED TO THE COMPANY AND THE REGISTRAR AND TRANSFER AGENT AN OPINION OF COUNSEL, COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION, HAS BEEN PROVIDED COMPANY AND THE REGISTRAR AND TRANSFER AGENT TO THE CORPORATION TO THAT SUCH EFFECT. .” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE CERTIFICATE TORONTO STOCK EXCHANGE (THE “TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE SUBJECT FACILITIES OF HEDGING THE TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS UNLESS ON THE TSX.” 6.3 The Purchaser acknowledges that the Units are being offered pursuant to an exemption from the registration requirements of the 1933 Act pursuant to Regulation S or Regulation D. The Purchaser further acknowledges that the Units (or any securities underlying the Units or that may be issued in connection with the Units) have not been registered under the 1933 Act or the securities laws of any State of the United States and that the Company does not intend to register any of the Units (or any securities underlying the Units or that may be issued in connection with the Units) under the 1933 Act or the securities laws of any state of the United States and has no obligation to do so. The Units may not be offered or sold to a U.S. Person or a person in the United States unless registered in accordance with United States federal securities laws and all applicable state securities laws or exemptions from such requirements are available. 6.4 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 TRANSACTIONS ARE CONDUCTED IN COMPLIANCE WITH RESTRICTIONS OR THE 1933 ACT REMOVAL OF LEGENDS IS TO BE BORNE BY THE PURCHASER AND OTHER APPLICABLE SECURITIES LAWSNOT THE COMPANY.