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

Resale Restrictions and Legending of Securities. 6.1 The Subscriber hereby acknowledges and agrees that 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 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 general, unless permitted under securities legislation, the Subscriber cannot trade the Securities in Canada before the date that is four months and a day after the date of the Closing. See also section 6.3 below. 6.2 The Subscriber acknowledges and agrees that: (a) the Securities have not been and will not be registered under the U.S. Securities Act, or any State securities laws, and may not be offered and sold, directly or indirectly, to a U.S. Purchaser without registration under the 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. Purchaser, 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 U.S. Securities Act, or pursuant to an available exemption from registration; and (c) any Warrants may not be exercised in the United States or by or on behalf of any U.S. Person without registration under the 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. 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. Subscribers are advised to consult with their own 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 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. 6.4 In the event that any of the Securities are subject to a hold period or any other restrictions on resale and transferability, the Issuer will place a legend on the certificates representing the Securities as are required under Applicable Securities Laws, by the Exchange or as the Issuer may otherwise deem necessary or advisable.

Resale Restrictions and Legending of Securities. 6.1 The Subscriber hereby acknowledges and agrees that 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 restriction expire, the Subscriber will not be able to sell or trade the Securities unless the Subscriber complies with an Exemption exemption from the prospectus and registration requirements under Applicable Securities Laws. In general, unless permitted under securities legislationApplicable Securities Laws, the Subscriber cannot trade the Securities securities in Canada before the date that is four months and a day after the date of the Closing. In addition to any statutory hold period imposed by Applicable Securities Laws, the Securities will be subject to a hold period imposed by the Exchange of four months and a day after the date of the Closing. See also section 6.3 below. 6.2 The Subscriber acknowledges and agrees that: (a) the Securities have not been and will not be registered under the U.S. Securities 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. Purchaser Person without registration under the 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. PurchaserPerson, 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 U.S. Securities Act, or pursuant to an available exemption from registration; and (c) any Warrants may not be exercised in the United States or by or on behalf of any U.S. Person without registration under the 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. 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. Subscribers are advised to consult with their own advisers 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. 6.4 In the event that any of the Securities are subject to a hold period or any other restrictions on resale and transferability, the Issuer will place a legend on the certificates representing the Securities as are required under Applicable Securities Laws, by the Exchange or as the Issuer it may otherwise deem necessary or advisable.

Resale Restrictions and Legending of Securities. 6.1 11.1 The Subscriber hereby acknowledges and agrees that the Offering is being made pursuant to Exemptions and, as a result, any resale of the Securities will be subject to a number of statutory resale restrictions on resale and trading. Until these restrictions expirecontained in the Applicable Securities Laws applicable to the Issuer, the Subscriber or any proposed transferee. The Subscriber will not be able to sell or trade receive DRS statements and certificates representing the Securities unless Shares and the Subscriber complies with an Exemption from Warrants bearing the prospectus and registration requirements under Applicable Securities Laws. In general, unless following legends imprinted thereon: “Unless permitted under securities legislation, the Subscriber canholder of this security must not trade the Securities security before [four months plus one day from the First Tranche Closing Date or the Second Tranche Closing Date, as the case may be]”. “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 plus one day from the First Tranche Closing Date or the Second Tranche Closing Date, as the case may be]”. 11.2 Certificate representing the Warrants will bear the following legends imprinted thereon: “Unless permitted under securities legislation, the holder of this security must not trade the security before the date that is four [4 months and a day after from the date of First Tranche Closing Date or the Closing. See also section 6.3 belowSecond Tranche Closing Date, as the case may be]”. 6.2 11.3 The Subscriber acknowledges and agrees that: (a) is aware that the Securities have not been and will not be registered under the U.S. Securities Act, Act or the securities laws of any State securities laws, state and that the Securities may not be offered and sold, directly or indirectly, to a U.S. Purchaser sold in the United States without registration under the 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. Purchaser, 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 U.S. Securities Act, or pursuant to an available exemption from registration; and (c) any Warrants may not be exercised in the United States or by or on behalf of any U.S. Person without registration statement under the 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. 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. Subscribers are advised to consult with their own 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 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. 6.4 In the event that any of the Securities are subject to a hold period or any other restrictions on resale and transferability, the Issuer will place a legend on the certificates representing the Securities as are required under Applicable Securities Laws, by the Exchange or as the Issuer may otherwise deem necessary or advisable.

Resale Restrictions and Legending of Securities. 6.1 6.1. The Subscriber hereby acknowledges and agrees that the Offering is being made pursuant to Exemptions from prospectus and registration requirements under Applicable Securities Laws and, as a result, the Securities will be subject to a number of statutory restrictions on resale and trading. Until these restrictions 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 Lawsapplicable securities laws. In general, unless permitted under applicable securities legislationlaws, the Subscriber cannot trade the Securities securities in Canada before the date that is four months and a day after the date later of the Closingday the Issuer becomes a reporting issuer in a jurisdiction of Canada and the Closing Date. See also section 6.3 below. 6.2 6.2. The Subscriber acknowledges and agrees that: (a) the Securities have not been and will not be registered under the U.S. United States Securities Act of 1933, as amended (the “1933 Act”), or any State state securities laws, and may not be offered and sold, directly or indirectly, to in the United States or to, or for the account or benefit of, a U.S. Purchaser Person without registration under the U.S. Securities 1933 Act and any applicable State state securities laws, unless an exemption 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 to, or for the account or benefit of of, a U.S. PurchaserPerson, 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 U.S. Securities 1933 Act, or pursuant to an available exemption Exemption from registration; and (c) any Warrants may not be exercised registration and in the United States or by or on behalf of any U.S. Person without registration under the U.S. Securities Act and any accordance with all applicable State 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. 6.3 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. Subscribers are advised to consult with their own advisers 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 from prospectus or registration requirements under Applicable Securities Laws 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. 6.4 6.4. In the event that any of the Securities are subject to a hold period or any other restrictions on resale and transferability, the Issuer will place a legend on the certificates representing the Securities as are required under Applicable Securities Laws, by the Exchange applicable securities laws or as the Issuer it may otherwise deem necessary or advisable.

Resale Restrictions and Legending of Securities. 6.1 10.1 The Subscriber hereby Investor acknowledges and agrees that the Offering is being made pursuant to Exemptions and, as a result, any resale of the Securities will be subject to a number of statutory resale restrictions on resale and trading. Until these restrictions expirecontained in the Applicable Securities Laws applicable to the Issuer, the Subscriber Investor or any proposed transferee. Investors with a Canadian or international address will not be able to sell receive a certificate bearing the following legend imprinted thereon: 10.2 If the Investor is in the United States or trade is a U.S. Person, it understands and acknowledges that upon the original issuance thereof, and until such time as the same is no longer required under the applicable requirements of the U.S. Securities Act or applicable state securities laws and regulations, the certificates representing the Securities, and all certificates issued in exchange therefore or in substitution thereof, will bear a legend in substantially the following form: provided, that if, at the time the Issuer is a “foreign issuer” as defined in Regulation S, any of the Securities unless are being sold in compliance with the Subscriber complies requirements of Rule 904 of Regulation S, as referred to above, and in compliance with an Exemption from the prospectus Canadian local laws and registration requirements under Applicable Securities Laws. In general, unless permitted under securities legislationregulations, the Subscriber cannot trade legend may be removed by providing a declaration to the Issuer’s transfer agent for the Securities in Canada before the date that is four months and a day after form attached hereto as Appendix “A” to Schedule D (or as the date Issuer may prescribe from time to time); provided further, that, if any of the Closing. See also section 6.3 below. 6.2 The Subscriber acknowledges and agrees that: (a) the Securities have not been and will not be registered under are being sold pursuant to Rule 144 of the U.S. Securities Act, or any State securities laws, the legend may be removed by delivery to the Issuer’s transfer agent of an opinion of counsel of recognized standing in form and may not be offered and sold, directly or indirectly, substance satisfactory to a U.S. Purchaser without registration the Issuer to the effect that the legend is no longer required under applicable requirements of the U.S. Securities Act and any applicable State or state securities laws, unless an exemption from registration is available;. (b) 10.3 The Warrants are non-transferable without the consent of 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. Purchaser, 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 U.S. Securities Act, or pursuant to an available exemption from registration; andTSXV. (c) any 10.4 The Warrants may not be exercised in the United States or by or on behalf of any a U.S. Person without registration unless registered under the 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. 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. Subscribers are advised to consult with their own 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 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. 6.4 In the event that any of the Securities are subject to a hold period or any other restrictions on resale and transferability, the Issuer will place a legend on the certificates representing the Securities as are required under Applicable Securities Laws, by Warrants will bear a legend to the Exchange or as the Issuer may otherwise deem necessary or advisable.following effect:

Resale Restrictions and Legending of Securities. 6.1 13.1 The Subscriber hereby Investor acknowledges and agrees that the Offering is being made pursuant to Exemptions and, as a result, any resale of the Securities will be subject to a number of statutory resale restrictions on resale and trading. Until these restrictions expirecontained in the Applicable Securities Laws applicable to the Issuer, the Subscriber Investor or any proposed transferee. Investors with a Canadian or international address will not be able to sell or trade receive a certificate bearing the Securities unless the Subscriber complies with an Exemption from the prospectus and registration requirements under Applicable Securities Laws. In general, unless following legend imprinted thereof: "Unless permitted under securities legislation, the Subscriber canholder of the securities shall not trade the Securities in Canada securities before the date that is four months and a day after from the date Closing Date. Without prior written approval of the Closing. See also section 6.3 belowExchange 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 the 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.]" 6.2 13.2 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 Subscriber 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 "U.S. Securities Act"). The holder hereof, by purchasing such securities, agrees for the benefit of the Issuer that such securities may be offered, sold, pledged or any otherwise transferred only (a) to the Issuer, (b) outside the United States in accordance with Rule 904 of Regulation S under the U.S. Securities Act if applicable, (c) inside the United States (1) pursuant to the exemption from the registration requirements under the U.S. Securities Act provided by Rule 144 thereunder, if available, and in accordance with applicable State securities laws, and may or (2) in a transaction that does not be offered and sold, directly or indirectly, to a U.S. Purchaser without require registration under the U.S. Securities Act and or any applicable State securities lawslaws and regulations governing the offer and sale of securities, unless an exemption from registration is available; (b) 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. Purchaser, 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 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 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 Issuer 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) any 13.3 The Warrants are transferable without the consent of the Issuer, provided that the Issuer is supplied with a legal opinion that the intended transfer is in compliance with local securities laws. 13.4 The Warrants may not be exercised in the United States or by or on behalf of any a U.S. Person without registration or a person in the United States unless registered under the 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. 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. Subscribers are advised to consult with their own 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 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. 6.4 In the event that any of the Securities are subject to a hold period or any other restrictions on resale and transferability, the Issuer will place a legend on the certificates representing the Warrants will bear a legend to the following effect: "This Warrant and the securities deliverable upon exercise thereof 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. 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 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 required as defined by Regulation S under Applicable the U.S. Securities Laws, by the Exchange or as the Issuer may otherwise deem necessary or advisableAct."

Resale Restrictions and Legending of Securities. 6.1 ‌ 7.1 The Subscriber hereby acknowledges and agrees that 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 restriction expire, the Subscriber will not be able to sell or trade the Securities unless the Subscriber complies with an Exemption exemption from the prospectus and registration requirements under Applicable Securities Laws, the U.S. Securities Act and applicable state securities laws. In general, unless permitted under securities legislation, the Subscriber cannot trade the Securities in Canada before the date that is four months and a day after the date of the applicable Closing. In addition to any statutory hold period imposed by Applicable Securities Laws, the Securities may be subject to a hold period imposed by the Exchange of 4 months and a day after the date of the applicable Closing. See also section 6.3 7.3 below. U.S. Purchasers will also be subject to transfer restrictions imposed under the U.S. Securities Act that are described in Form 4. 6.2 7.2 The Subscriber acknowledges and agrees that: (a) that the Securities have not been and will not be registered under the U.S. Securities Act, Act or any State state securities laws, and may not be are being offered and sold, directly or indirectly, sold to a U.S. Purchaser without the Subscriber pursuant to an exemption from the registration under requirements of the U.S. Securities Act and any exemptions under applicable State 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. Purchaser, 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 U.S. Securities Act, or pursuant to an available exemption from registration; and (c) any Warrants may not be exercised in the United States or by or on behalf of any U.S. Person without registration under the 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. 6.3 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. Subscribers are advised to consult with their own advisers 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, the U.S. Securities Act and applicable state 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. 6.4 7.4 In the event that any of the Securities are subject to a hold period or any other restrictions on resale and transferability, the Issuer will place a legend on the certificates representing the Securities as are required under Applicable Securities Laws, by the U.S. Securities Act, applicable state securities laws, the Exchange or as the Issuer it may otherwise deem necessary or advisable.