Common use of Resale restrictions and legending of Share certificates Clause in Contracts

Resale restrictions and legending of Share certificates. The Optionors hereby acknowledge and agree that the Optionee does not make any representations as to any resale or other restriction affecting the Shares and that it is presently contemplated that the Shares will be issued by the Optionee to the Optionors from treasury in reliance upon the registration and prospectus exemptions contained in certain sections of the United States Securities Act of 1933 (the “Securities Act”) which will impose a trading restriction in the United States on the Shares for a period of at least 6 months from the Closing Date. In addition, the Optionors hereby also acknowledge and agree that the within obligation of the Optionee to issue the Shares pursuant to section “2.2” hereinabove will be subject to the Optionee being satisfied that an exemption from applicable registration and prospectus requirements is available under the Securities Act and all applicable securities laws in respect of each of the Optionors and the Shares, and that the Optionee shall be relieved of any obligation whatsoever to purchase the Assets and to issue Option Shares in respect of the Optionor where the Optionee reasonably determines that a suitable exemption is not available to it. The Optionors hereby also acknowledge and understand that the Shares which the Optionors are acquiring have not been registered under the Securities Act or any state securities laws, and, furthermore, that the Shares must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. The Optionors also acknowledge and understand that the certificates representing the Shares will be stamped with the following legend (or substantially equivalent language) restricting transfer in the following manner if such restriction is required by the Regulatory Authorities: “The transfer of the securities represented by this certificate is prohibited except in accordance with the provisions of Regulation S promulgated under the United States Securities Act of 1933, as amended (the “Act”), pursuant to registration under the Act or pursuant to an available exemption from registration. In addition, hedging transactions involving such securities may not be conducted unless in compliance with the Act.”. “The securities represented by this certificate have not been registered under the United States Securities Act of 1933, as amended, or the laws of any state, and have been issued pursuant to an exemption from registration pertaining to such securities and pursuant to a representation by the security holder named hereon that said securities have been acquired for purposes of investment and not for purposes of distribution. These securities may not be offered, sold, transferred, pledged or hypothecated in the absence of registration, or the availability of an exemption from such registration. The stock transfer agent has been ordered to effectuate transfers only in accordance with the above instructions.”; and the Optionors hereby consent to the Optionee making a notation on its records or giving instructions to any transfer agent of the Optionee in order to implement the restrictions on transfer set forth and described hereinabove. The Optionors also acknowledge and understand that: (a) the Shares are restricted securities within the meaning of “Rule 144” promulgated under the Securities Act; and (b) the exemption from registration under Rule 144 will not be available in any event for at least six months from the date of the issuance of the Shares to the Optionors, and even then will not be available unless (i) a public trading market then exists for the common stock of the Optionee, (ii) adequate information concerning the Optionee is then available to the public and (iii) other terms and conditions of Rule 144 are complied with.

Resale restrictions and legending of Share certificates. The Optionors Vendors hereby initially acknowledge and agree that the Optionee does not make any Purchaser makes no representations as to any resale or other restriction affecting the Shares and that it is presently contemplated that the Shares will be issued by the Optionee Purchaser to each of the Optionors from treasury Vendors in reliance upon the registration and prospectus exemptions contained in certain sections of the United States Securities Act SECURITIES ACT of 1933 (the “"SECURITIES ACT") or "REGULATION S" promulgated under the Securities Act”) Act which will impose a trading restriction in the United States on the Shares for a period of at least 6 12-24 months as applicable from the Closing DateDate (as hereinafter determined). In addition, the Optionors Vendors hereby also acknowledge and agree that the within obligation of the Optionee Purchaser to issue the Shares pursuant to section “sections "2.2” " and "2.3" hereinabove will be subject to the Optionee Purchaser being satisfied that an exemption from applicable registration and prospectus requirements is available - Share Exchange Agreement - - Intergold Corporation changing its name to Lexington Resources, Inc. - under the Securities Act and all applicable securities laws laws, in respect of each of the Optionors particular Vendor and related Purchased Share and Share, and the Shares, and that the Optionee Purchaser shall be relieved of any obligation whatsoever to purchase the Assets any Purchased Share of any Vendor and to issue Option Shares in respect of the Optionor any such Vendor where the Optionee Purchaser reasonably determines that a suitable exemption is not available to it. The Optionors Vendors hereby also acknowledge and understand that neither the sale of the Shares which the Optionors Vendors are acquiring nor any of the Shares themselves have not been registered under the Securities Act or any state securities laws, and, furthermore, that the Shares must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. The Optionors Vendors also acknowledge and understand that the certificates representing the Shares will be stamped with the following legend (or substantially equivalent language) restricting transfer in the following manner if such restriction is required by the Regulatory Authoritiesmanner: “"The transfer of the securities represented by this certificate is prohibited except in accordance with the provisions of Regulation S promulgated under the United States Securities Act of 1933, as amended (the “"Securities Act”"), pursuant to registration under the Act or pursuant to an available exemption from registration. In addition, hedging transactions involving such securities may not be conducted unless in compliance with the Securities Act.”. “" or "The securities represented by this certificate have not been registered under the United States Securities Act of 1933, as amended, or the laws of any state, and have been issued pursuant to an exemption from registration pertaining to such securities and pursuant to a representation by the security holder named hereon that said securities have been acquired for purposes of investment and not for purposes of distribution. These securities may not be offered, sold, transferred, pledged or hypothecated in the absence of registration, or the availability of an exemption from such registration. Furthermore, no offer, sale, transfer, pledge or hypothecation is to take place without the prior written approval of counsel to the company being affixed to this certificate. The stock transfer agent has been ordered to effectuate transfers only in accordance with the above instructions.”"; and the Optionors Vendors hereby consent to the Optionee Company making a notation on its records or giving instructions to any transfer agent Transfer Agent (as hereinafter determined) of the Optionee Shares in order to implement the restrictions on transfer set forth and described hereinabove. The Optionors Vendors also acknowledge and understand that: (a) the Shares are restricted securities within the meaning of “Rule "RULE 144” " promulgated under the Securities Act; and- Share Exchange Agreement - - Intergold Corporation changing its name to Lexington Resources, Inc. - (b) the exemption from registration under Rule 144 will not be available in any event for at least six months one year from the date of the issuance of the Shares to the OptionorsVendors, and even then will not be available unless (i) a public trading market then exists for the common stock of the OptioneeCompany, (ii) adequate information concerning the Optionee Company is then available to the public and (iii) other terms and conditions of Rule 144 are complied with; and (c) any sale of the Shares may be made by the Vendors only in limited amounts in accordance with such terms and conditions. The Vendors finally acknowledge and understand that, without in anyway limiting the acknowledgements and understandings as set forth hereinabove, the Vendors agrees that the Vendors shall in no event make any disposition of all or any portion of the Shares which the Vendors are acquiring hereunder unless and until: (a) there is then in effect a "REGISTRATION STATEMENT" under the Securities Act covering such proposed disposition and such disposition is made in accordance with said Registration Statement; or (i) the Vendors shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, (ii) the Vendors shall have furnished the Company with an opinion of the Vendors' own counsel to the effect that such disposition will not require registration of any such Shares under the Securities Act and (iii) such opinion of the Vendors' counsel shall have been concurred in by counsel for the Company and the Company shall have advised the Vendors of such concurrence.

Resale restrictions and legending of Share certificates. The Optionors Vendors hereby acknowledge and agree that the Optionee does not make any Purchaser makes no representations as to any resale or other restriction affecting the Shares and that it is presently contemplated that the Shares will be issued by the Optionee Purchaser to the Optionors from treasury Vendors in reliance upon the registration and prospectus exemptions contained in certain sections of the United States Securities Act of 1933 1933, as amended (the “Securities Act”) ), or “Regulation S” promulgated under the Securities Act and, if applicable, the British Columbia Securities Act (the “B.C. Securities Act”), which will impose a trading restriction in the United States on the Shares for a period of at least 6 months from the Closing Date. In addition, the Optionors Vendors hereby also acknowledge and agree that the within obligation of the Optionee Purchaser to issue the Shares pursuant to section “2.2” hereinabove will be subject to the Optionee Purchaser being satisfied that an exemption from applicable registration and prospectus requirements is available under the Securities Act and, if applicable, the B.C. Securities Act, and all applicable securities laws laws, in respect of each of the Optionors Vendors, the Purchased Shares and the Shares, and that the Optionee Purchaser shall be relieved of any obligation whatsoever to purchase any Purchased Shares of the Assets Vendors and to issue Option any Shares in respect of the Optionor Vendors where the Optionee Purchaser reasonably determines that a suitable exemption is not available to it. The Optionors Vendors hereby also acknowledge and understand that neither the sale of the Shares which the Optionors Vendors are acquiring nor any of the Shares themselves have not been registered under the Securities Act and, if applicable, the B.C. Securities Act, or any state securities laws, and, furthermore, that the Shares must be held indefinitely unless subsequently registered under the Securities Act and, if applicable, the B.C. Securities Act, or an exemption from such registration is available. The Optionors Vendors also acknowledge and understand that the certificates representing the Shares will be stamped with the following legend legends (or substantially equivalent language) restricting transfer in the following manner if such restriction is required by the “Regulatory Authorities”: “The transfer of the securities represented by this certificate is prohibited except in accordance with the provisions of Regulation S promulgated under the United States Securities Act of 1933, as amended (the “Act”), pursuant to registration under the Act or pursuant to an available exemption from registration. In addition, hedging transactions involving such securities may not be conducted unless in compliance with the Act.”. “The securities represented by this certificate have not been registered under the United States Securities Act of 1933, as amendedamended (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 in accordance with any applicable state securities laws, or the laws of any state, and have been issued pursuant to an exemption or exclusion from registration pertaining to under the U.S. Securities Act and any applicable state securities laws. The securities represented by the certificate cannot be the subject of hedging transactions unless such transactions are conducted in compliance with the U.S. Securities Act.”; “Unless permitted under securities legislation, the holder of this security must not trade the security before [the date which is four months plus a day from the date of issuance].”; and pursuant to a representation by “Unless otherwise permitted under securities legislation, the holder of this security must not trade the security in or from British Columbia unless (a) the security holder named hereon trades the security through an investment dealer registered in British Columbia from an account at that said securities have been acquired for purposes of investment and not for purposes of distribution. These securities may not be offered, sold, transferred, pledged or hypothecated dealer in the absence name of registrationthe security holder, and (b) the dealer executes the trade through the OTC Bulleting Board or the availability of an exemption from such registration. The stock transfer agent has been ordered to effectuate transfers only in accordance with the above instructionsPink Sheets.”; and the Optionors Vendors hereby consent to the Optionee Purchaser making a notation on its records or giving instructions to any transfer agent of the Optionee Purchaser (the “Transfer Agent”) in order to implement the restrictions on transfer set forth and described hereinabove. The Optionors Vendors also acknowledge and understand that: (a) the Shares are restricted securities within the meaning of “Rule 144” promulgated under the Securities Act; and; (b) the exemption from registration under Rule 144 will not be available in any event for at least six months from the date of the issuance of the Shares to the OptionorsVendors, and even then will not be available unless (i) a public trading market then exists for the common stock of the OptioneePurchaser, (ii) adequate information concerning the Optionee Purchaser is then available to the public and (iii) other terms and conditions of Rule 144 are complied with; and (c) any sale of the Shares may be made by the Vendors only in limited amounts in accordance with such terms and conditions.

Resale restrictions and legending of Share certificates. The Optionors Vendors hereby initially acknowledge and agree that the Optionee does not make any Purchaser makes no representations as to any resale or other restriction affecting the Shares and that it is presently contemplated that the Shares will be issued by the Optionee Purchaser to each of the Optionors from treasury Vendors in reliance upon the registration and prospectus exemptions contained in certain sections of the United States Securities Act SECURITIES ACT of 1933 (the “"SECURITIES ACT") or "REGULATION S" promulgated under the Securities Act”) Act which will impose a trading restriction in the United States on the Shares for a period of at least 6 12 months from the Closing DateDate (as hereinafter determined). In addition, the Optionors Vendors hereby also acknowledge and agree that the within obligation of the Optionee Purchaser to issue the Shares pursuant to section “sections "2.2” " and "2.3" hereinabove will be subject to the Optionee Purchaser being satisfied that an exemption from applicable registration and prospectus requirements is available under the Securities Act and all applicable securities laws laws, in respect of each of the Optionors particular Vendor and related Purchased Share and Share, and the Shares, and that the Optionee Purchaser shall be relieved of any obligation whatsoever to purchase the Assets any Purchased Share of any Vendor and to issue Option Shares in respect of the Optionor any such Vendor where the Optionee Purchaser reasonably determines that a suitable exemption is not available to it. The Optionors Vendors hereby also acknowledge and understand that neither the sale of the Shares which the Optionors Vendors are acquiring nor any of the Shares themselves have not been registered under the Securities Act or any state securities laws, and, furthermore, that the Shares must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. The Optionors Vendors also acknowledge and understand that the certificates representing the Shares will be stamped with the following legend (or substantially equivalent language) restricting transfer in the following manner if such restriction is required by the Regulatory Authoritiesmanner: “"The transfer of the securities represented by this certificate is prohibited except in accordance with the provisions of Regulation S promulgated under the United States Securities Act of 1933, as amended (the “"Securities Act”"), pursuant to registration under the Act or pursuant to an available exemption from registration. In addition, hedging transactions involving such securities may not be conducted unless in compliance with the Securities Act.”". “or "The securities represented by this certificate have not been registered under the United States Securities Act of 1933, as amended, or the laws of any state, and have been issued pursuant to an exemption from registration pertaining to such securities and pursuant to a representation by the security holder named hereon that said securities have been acquired for purposes of investment and not for purposes of distribution. These securities may not be offered, sold, transferred, pledged or hypothecated in the absence of registration, or the availability of an exemption from such registration. Furthermore, no offer, sale, transfer, pledge or hypothecation is to take place without the prior written approval of counsel to the company being affixed to this certificate. The stock transfer agent has been ordered to effectuate transfers only in accordance with the above instructions.”"; and the Optionors Vendors hereby consent to the Optionee Company making a notation on its records or giving instructions to any transfer agent Transfer Agent (as hereinafter determined) of the Optionee Shares in order to implement the restrictions on transfer set forth and described hereinabove. The Optionors Vendors also acknowledge and understand that: (a) the Shares are restricted securities within the meaning of “Rule "RULE 144” " promulgated under the Securities Act; and; (b) the exemption from registration under Rule 144 will not be available in any event for at least six months one year from the date of the issuance of the Shares to the OptionorsVendors, and even then will not be available unless (i) a public trading market then exists for the common stock of the OptioneeCompany, (ii) adequate information concerning the Optionee Company is then available to the public and (iii) other terms and conditions of Rule 144 are complied with; and (c) any sale of the Shares may be made by the Vendors only in limited amounts in accordance with such terms and conditions. The Vendors finally acknowledge and understand that, without in anyway limiting the acknowledgements and understandings as set forth hereinabove, the Vendors agrees that the Vendors shall in no event make any disposition of all or any portion of the Shares which the Vendors are acquiring hereunder unless and until: (a) there is then in effect a "REGISTRATION STATEMENT" under the Securities Act covering such proposed disposition and such disposition is made in accordance with said Registration Statement; or (i) the Vendors shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, (ii) the Vendors shall have furnished the Company with an opinion of the Vendors' own counsel to the effect that such disposition will not require registration of any such Shares under the Securities Act and (iii) such opinion of the Vendors' counsel shall have been concurred in by counsel for the Company and the Company shall have advised the Vendors of such concurrence.

Resale restrictions and legending of Share certificates. The Optionors Vendor Group hereby acknowledge acknowledges and agree agrees that the Optionee does not make any Purchaser makes no representations as to any resale or other restriction affecting the Shares and that it is presently contemplated that the Shares will be issued by the Optionee Purchaser to the Optionors from treasury Resulting Shareholder Group in reliance upon the registration and prospectus exemptions contained in certain sections of the United States Securities Act of 1933 (the “"Securities Act”") or "Regulation S" promulgated under the Securities Act which will impose a trading restriction in the United States on the Shares for a period of at least 6 12 months from the Closing DateDate (as hereinafter determined). In addition, the Optionors Vendor Group hereby also acknowledge acknowledges and agree agrees that the within obligation of the Optionee Purchaser to issue the Shares pursuant to section “"2.2” " hereinabove will be subject to the Optionee Purchaser being satisfied that an exemption from applicable registration and prospectus requirements is available under the Securities Act and all applicable securities laws laws, in respect of each of the Optionors Resulting Shareholder Group, the Purchased Shares and the Shares, and that the Optionee Purchaser shall be relieved of any obligation whatsoever to purchase any Purchased Shares of the Assets Vendor and to issue Option Shares in respect of the Optionor Resulting Shareholder Group where the Optionee Purchaser reasonably determines that a suitable exemption is not available to it. The Optionors Vendor Group hereby also acknowledge acknowledges and understand understands that neither the sale of the Shares which the Optionors are Resulting Shareholder Group is acquiring nor any of the Shares themselves have not been registered under the Securities Act or any state securities laws, and, furthermore, that the Shares must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. The Optionors Vendor Group also acknowledge acknowledges and understand understands that the certificates representing the Shares will be stamped with the following legend (or substantially equivalent language) restricting transfer in the following manner if such restriction is required by the Regulatory Authorities: “"The transfer of the securities represented by this certificate is prohibited except in accordance with the provisions of Regulation S promulgated under the United States Securities Act of 1933, as amended (the “"Act”"), pursuant to registration under the Act or pursuant to an available exemption from registration. In addition, hedging transactions involving such securities may not be conducted unless in compliance with the Act.”". “"The securities represented by this certificate have not been registered under the United States Securities Act of 1933, as amended, or the laws of any state, and have been issued pursuant to an exemption from registration pertaining to such securities and pursuant to a representation by the security holder named hereon that said securities have been acquired for purposes of investment and not for purposes of distribution. These securities may not be offered, sold, transferred, pledged or hypothecated in the absence of registration, or the availability of an exemption from such registration. Furthermore, no offer, sale, transfer, pledge or hypothecation is to take place without the prior written approval of counsel to the company being affixed to this certificate. The stock transfer agent has been ordered to effectuate transfers only in accordance with the above instructions.”"; and the Optionors Vendor Group hereby consent consents to the Optionee Purchaser making a notation on its records or giving instructions to any transfer agent of the Optionee Purchaser (the "Transfer Agent") in order to implement the restrictions on transfer set forth and described hereinabove. The Optionors Vendor Group also acknowledge acknowledges and understand understands that: (a) the Shares are restricted securities within the meaning of “"Rule 144” " promulgated under the Securities Act; and; (b) the exemption from registration under Rule 144 will not be available in any event for at least six months one year from the date of the issuance of the Shares to the OptionorsResulting Shareholder Group, and even then will not be available unless (i) a public trading market then exists for the common stock of the OptioneePurchaser, (ii) adequate information concerning the Optionee Purchaser is then available to the public and (iii) other terms and conditions of Rule 144 are complied with; and (c) any sale of the Shares may be made by the Resulting Shareholder Group only in limited amounts in accordance with such terms and conditions.

Resale restrictions and legending of Share certificates. The Optionors Rio Bravo hereby acknowledge acknowledges and agree agrees that the Optionee does not Purchaser and UEC make any no representations as to any resale or other restriction affecting the Acquisition Shares and that it is presently contemplated that the Acquisition Shares will be are being issued by the Optionee UEC to the Optionors from treasury Rio Bravo in reliance upon the registration and prospectus exemptions contained in certain sections of "Regulation S" promulgated under the United States Securities Act of 1933 (the “"Securities Act”") which will continue to impose a trading restriction in the United States on the Acquisition Shares for a period of at least 6 six months from the Closing Datedate of issuance. In additionRio Bravo, the Optionors hereby also acknowledge Purchaser and agree that the within obligation of the Optionee to issue the Shares pursuant to section “2.2” hereinabove will be subject to the Optionee being satisfied that an exemption from applicable registration and prospectus requirements is available under the Securities Act and all applicable securities laws in respect of each of the Optionors and the Shares, and that the Optionee shall be relieved of any obligation whatsoever to purchase the Assets and to issue Option Shares in respect of the Optionor where the Optionee reasonably determines that a suitable exemption is not available to it. The Optionors UEC hereby also acknowledge and understand that neither the sale of the Acquisition Shares, nor any of the Acquisition Shares which the Optionors are acquiring themselves, have not been registered under the Securities Act or any state securities laws, and, furthermore, that the Acquisition Shares must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. The Optionors Rio Bravo, the Purchaser and UEC also acknowledge and understand that the certificates certificate(s) representing the Acquisition Shares will be stamped with the following legend (or substantially equivalent language) restricting transfer in the following manner if such restriction is required by the Regulatory Authoritiesapplicable securities laws: “The transfer of the securities represented by this certificate is prohibited except in accordance with the provisions of Regulation S promulgated under the United States Securities Act of "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, as amended AS AMENDED (the “Act”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 Uranium Energy Corp. (THE "CORPORATION"), pursuant to registration under the Act or pursuant to an available exemption from registration(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. In addition, hedging transactions involving such securities may not be conducted unless in compliance with the ActTHE 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.”. “The securities represented by this certificate have not been registered under the United States Securities Act of 1933, as amended, or the laws of any state, and have been issued pursuant to an exemption from registration pertaining to such securities and pursuant to a representation by the security holder named hereon that said securities have been acquired for purposes of investment and not for purposes of distribution. These securities may not be offered, sold, transferred, pledged or hypothecated in the absence of registration, or the availability of an exemption from such registration. The stock transfer agent has been ordered to effectuate transfers only in accordance with the above instructions.”"; and "UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [four months and one day from the Optionors Closing Date]"; and Rio Bravo hereby consent consents to the Optionee UEC making a notation on its records or giving instructions to any UEC's transfer agent of the Optionee Acquisition Shares in order to implement the restrictions on transfer set forth and described hereinabove. The Optionors also acknowledge and understand that:.". (ae) Section "1.5" (titled Standstill provisions respecting the Shares are restricted securities within the meaning of “Rule 144” promulgated under the Securities Act; and (bVendors) the exemption from registration under Rule 144 will not be available in any event for at least six months from the date of the issuance of the Shares to the Optionors, Property Acquisition Agreement is hereby amended and even then will not be available unless (i) a public trading market then exists for the common stock of the Optionee, (ii) adequate information concerning the Optionee is then available to the public and (iii) other terms and conditions of Rule 144 are complied with.restated as follows:

Resale restrictions and legending of Share certificates. The Optionors Vendors hereby acknowledge and agree that the Optionee does not make any Purchaser makes no representations as to any resale or other restriction affecting the Shares and that it is presently contemplated that the Shares will be issued by the Optionee Purchaser to the Optionors from treasury Vendors in reliance upon the registration and prospectus exemptions contained in certain sections of the United States Securities Act of 1933 or Rule 144 promulgated thereunder (the “Securities ActRule 144”) which will impose a trading restriction in the United States on the Shares for a period of at least 6 six (6) months from the Closing Date. In addition, the Optionors Vendors also hereby also acknowledge and agree that the within obligation of the Optionee Purchaser to issue the Shares Purchaser Stock pursuant to section “2.2” hereinabove will be subject to the Optionee Purchaser being satisfied that an exemption from applicable registration and prospectus requirements is available under the Securities Act and all applicable securities laws laws, in respect of each of the Optionors particular Vendor and the Sharesrelated Purchaser Stock, and that the Optionee Purchaser shall be relieved of any obligation whatsoever to purchase the Assets any Company Stock of a Vendor and to issue Option Shares Purchaser Stock in respect of the Optionor that Vendor where the Optionee Purchaser reasonably determines that a suitable exemption is not available to it. The Optionors Vendors hereby also acknowledge and understand that neither the Shares sale of the Purchaser Stock which the Optionors Vendors are acquiring nor any of the shares of Purchaser Stock have not been registered under the Securities Act or any state securities laws, and, furthermore, that the Shares Purchaser Stock must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. The Optionors Vendors also acknowledge and understand that the certificates representing the Shares Purchaser Stock will be stamped with the following legend (or substantially equivalent language) restricting transfer in the following manner if such restriction is required by the Regulatory Authoritiesmanner: “The transfer of the securities represented by this certificate is prohibited except in accordance with the provisions of Regulation S promulgated under the United States Securities Act of 1933, as amended (the “Act”), pursuant to registration under the Act or pursuant to an available exemption from registration. In addition, hedging transactions involving such securities may not be conducted unless in compliance with the Act.”. ; or “The securities represented by this certificate have not been registered under the United States Securities Act of 1933, as amended, or the laws of any state, and have been issued pursuant to an exemption from registration pertaining to such securities and pursuant to a representation by the security holder named hereon that said securities have been acquired for purposes of investment and not for purposes of distribution. These securities may not be offered, sold, transferred, pledged or hypothecated in the absence of registration, or the availability of an exemption from such registration. Furthermore, no offer, sale, transfer, pledge or hypothecation is to take place without the prior written approval of counsel to the company being affixed to this certificate. The stock transfer agent has been ordered to effectuate transfers only in accordance with the above instructions.”; and the Optionors Vendors hereby consent to the Optionee Company making a notation on its records or giving instructions to any transfer agent of the Optionee Purchaser (the “Transfer Agent”) in order to implement the restrictions on transfer set forth and described hereinabove. The Optionors Vendors also acknowledge and understand that: (a) the Shares shares of the Purchaser Stock are restricted securities within the meaning of “Rule 144” promulgated under the Securities Act; and; (b) the exemption from registration under Rule 144 will not be available in any event for at least six months from the date of the issuance of the Shares Purchaser Stock to the OptionorsVendors, and even then will not be available unless (i) a public trading market then exists for the common stock of the OptioneePurchaser, (ii) adequate information concerning the Optionee Purchaser is then available to the public and (iii) other terms and conditions of Rule 144 are complied with; and (c) any sale of the Purchaser Stock may be made by the Vendors only in limited amounts in accordance with such terms and conditions.

Resale restrictions and legending of Share certificates. The Optionors Vendors hereby acknowledge and agree that the Optionee does not make any Purchaser makes no representations as to any resale or other restriction affecting the Shares and that it is presently contemplated that the Shares will be issued by the Optionee Purchaser to the Optionors from treasury Vendors in reliance upon the registration and prospectus exemptions contained in certain sections of the United States Securities Act of 1933 1933, as amended (the “"Securities Act”) "), or "Regulation S" promulgated under the Securities Act and, if applicable, the British Columbia Securities Act (the "B.C. Securities Act"), which will impose a trading restriction in the United States on the Shares for a period of at least 6 months from the Closing Date. In addition, the Optionors Vendors hereby also acknowledge and agree that the within obligation of the Optionee Purchaser to issue the Shares pursuant to section “"2.2” " hereinabove will be subject to the Optionee Purchaser being satisfied that an exemption from applicable registration and prospectus requirements is available under the Securities Act and, if applicable, the B.C. Securities Act, and all applicable securities laws laws, in respect of each of the Optionors Vendors, the Purchased Shares and the Shares, and that the Optionee Purchaser shall be relieved of any obligation whatsoever to purchase any Purchased Shares of the Assets Vendors and to issue Option any Shares in respect of the Optionor Vendors where the Optionee Purchaser reasonably determines that a suitable exemption is not available to it. The Optionors Vendors hereby also acknowledge and understand that neither the sale of the Shares which the Optionors Vendors are acquiring nor any of the Shares themselves have not been registered under the Securities Act and, if applicable, the B.C. Securities Act, or any state securities laws, and, furthermore, that the Shares must be held indefinitely unless subsequently registered under the Securities Act and, if applicable, the B.C. Securities Act, or an exemption from such registration is available. The Optionors Vendors also acknowledge and understand that the certificates representing the Shares will be stamped with the following legend legends (or substantially equivalent language) restricting transfer in the following manner if such restriction is required by the "Regulatory Authorities": “The transfer of the securities represented by this certificate is prohibited except in accordance with the provisions of Regulation S promulgated under the United States Securities Act of 1933, as amended (the “Act”), pursuant to registration under the Act or pursuant to an available exemption from registration. In addition, hedging transactions involving such securities may not be conducted unless in compliance with the Act.”. “"The securities represented by this certificate have not been registered under the United States Securities Act of 1933, as amendedamended (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 in accordance with any applicable state securities laws, or the laws of any state, and have been issued pursuant to an exemption or exclusion from registration pertaining to under the U.S. Securities Act and any applicable state securities laws. The securities represented by the certificate cannot be the subject of hedging transactions unless such transactions are conducted in compliance with the U.S. Securities Act."; "Unless permitted under securities legislation, the holder of this security must not trade the security before [the date which is four months plus a day from the date of issuance]."; and pursuant to a representation by "Unless otherwise permitted under securities legislation, the holder of this security must not trade the security in or from British Columbia unless (a) the security holder named hereon trades the security through an investment dealer registered in British Columbia from an account at that said securities have been acquired for purposes of investment and not for purposes of distribution. These securities may not be offered, sold, transferred, pledged or hypothecated dealer in the absence name of registrationthe security holder, and (b) the dealer executes the trade through the OTC Bulleting Board or the availability of an exemption from such registration. The stock transfer agent has been ordered to effectuate transfers only in accordance with the above instructionsPink Sheets.”"; and the Optionors Vendors hereby consent to the Optionee Purchaser making a notation on its records or giving instructions to any transfer agent of the Optionee Purchaser (the "Transfer Agent") in order to implement the restrictions on transfer set forth and described hereinabove. The Optionors Vendors also acknowledge and understand that: (a) the Shares are restricted securities within the meaning of “"Rule 144” " promulgated under the Securities Act; and; (b) the exemption from registration under Rule 144 will not be available in any event for at least six months from the date of the issuance of the Shares to the OptionorsVendors, and even then will not be available unless (i) a public trading market then exists for the common stock of the OptioneePurchaser, (ii) adequate information concerning the Optionee Purchaser is then available to the public and (iii) other terms and conditions of Rule 144 are complied with; and (c) any sale of the Shares may be made by the Vendors only in limited amounts in accordance with such terms and conditions.

Resale restrictions and legending of Share certificates. The Optionors Sellers hereby acknowledge and agree that the Optionee does not make any Buyer makes no representations as to any resale or other restriction affecting the Shares and that it is presently contemplated that the Shares will be issued by the Optionee Buyer to the Optionors from treasury Sellers in reliance upon the registration and prospectus exemptions contained in certain sections of the United States Securities Act of 1933 (or “Regulation S” promulgated under the “Securities Act”) , which will impose a trading restriction in the United States on the Shares for a period of at least 6 six months from the Closing Date. In addition, the Optionors Sellers hereby also acknowledge and agree that the within obligation of the Optionee Buyer to issue the Shares pursuant to section Section “2.2” hereinabove will be subject to the Optionee Buyer being satisfied that an exemption from applicable registration and prospectus requirements is available under the Securities Act Act, and all applicable securities laws laws, in respect of each of the Optionors Buyer, the Interests and the Shares, and that the Optionee Buyer shall be relieved of any obligation whatsoever to purchase any Interest of the Assets Sellers and to issue Option any Shares in respect of the Optionor Sellers where the Optionee Buyer reasonably determines that a suitable exemption is not available to it. The Optionors Sellers hereby also acknowledge and understand that neither the issuance of the Shares which the Optionors Sellers are acquiring nor any of the Shares themselves have not been registered under the Securities Act Act, or any state securities laws, and, furthermore, that the Shares must be held indefinitely unless subsequently registered under the Securities Act Act, or an exemption from such registration is available. The Optionors Sellers also acknowledge and understand that the certificates representing the Shares will be stamped with the following legend legends (or substantially equivalent language) restricting transfer in the following manner if such restriction is required by the Regulatory Authoritiesunder any applicable securities Laws: “The transfer of the securities represented by this certificate is prohibited except in accordance with the provisions of Regulation S promulgated under the United States Securities Act of 1933, as amended (the “Act”), pursuant to registration under the Act or pursuant to an available exemption from registration. In addition, hedging transactions involving such securities may not be conducted unless in compliance with the Act.”. “The securities represented by this certificate have not been registered under the United States Securities Act of 1933, as amended, or the laws of any state, and have been issued pursuant to an exemption from registration pertaining to such securities and pursuant to a representation by the security holder named hereon that said securities have been acquired for purposes of investment and not for purposes of distribution. These securities may not be offered, sold, transferred, pledged or hypothecated in the absence of registration, or the availability of an exemption from such registration. The stock transfer agent has been ordered to effectuate transfers only in accordance with the above instructions.”; and the Optionors Sellers hereby consent to the Optionee Buyer making a notation on its records or giving instructions to any transfer agent of the Optionee Buyer in order to implement the restrictions on transfer set forth and described hereinabove. The Optionors Sellers also acknowledge and understand that: (a) the Shares are restricted securities within the meaning of “Rule 144” promulgated under the Securities Act; and; (b) the exemption from registration under Rule 144 will not be available in any event for at least six months from the date of the issuance of the Shares to the OptionorsSellers, and even then will not be available unless (i) a public trading market then exists for the common stock of the OptioneeBuyer, (ii) adequate information concerning the Optionee Buyer is then available to the public and (iii) other terms and conditions of Rule 144 are complied with; and (c) any sale of the Shares may be made by the Sellers only in limited amounts in accordance with such terms and conditions.

Resale restrictions and legending of Share certificates. The Optionors Transferors hereby acknowledge and agree that the Optionee does not make any Transferee makes no representations as to any resale or other restriction affecting the Shares and that it is presently contemplated that the Shares will be issued by the Optionee Transferee to the Optionors from treasury Transferors in reliance upon the registration and prospectus exemptions contained in certain sections of the United States Securities Act of 1933 (the “"Securities Act”") or "Regulation S" promulgated under the Securities Act which will impose a trading restriction in the United States on the Shares for a period of at least 6 12 months from the Closing Date. In addition, the Optionors Transferors hereby also acknowledge and agree that the within obligation of the Optionee Transferee to issue the Shares pursuant to section “2.2” sections 1.2 and 1.3 hereinabove will be subject to the Optionee Transferee being satisfied that an exemption from applicable registration and prospectus requirements is available under the Securities Act and all applicable securities laws laws, in respect of each of particular Transferor, the Optionors Equity Interests and the Shares, and that the Optionee Transferee shall be relieved of any obligation whatsoever to purchase any Equity Interests of the Assets Transferors and to issue Option Shares in respect of any of the Optionor Transferors where the Optionee Transferee reasonably determines that a suitable exemption is not available to it. The Optionors Transferors hereby also acknowledge and understand that neither the sale of the Shares which the Optionors Transferors are acquiring nor any of the Shares themselves have not been registered under the Securities Act or any state securities laws, and, furthermore, that the Shares must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. The Optionors Transferors also acknowledge and understand that the certificates certificate(s) representing the Shares will be stamped with the following legend (or substantially equivalent language) restricting transfer in the following manner if such restriction is required by the Regulatory Authorities: “The transfer of the securities represented by this certificate is prohibited except in accordance with the provisions of Regulation S promulgated under the United States Securities Act of 1933, as amended (the “Act”), pursuant to registration under the Act or pursuant to an available exemption from registration. In addition, hedging transactions involving such securities may not be conducted unless in compliance with the Act.”. “"The securities represented by this certificate have not been registered under the United States Securities Act of 1933, as amended, or the laws of any state, and have been issued pursuant to an exemption from registration pertaining to such securities and pursuant to a representation by the security holder named hereon that said securities have been acquired for purposes of investment and not for purposes of distribution. These securities may not be offered, sold, transferred, pledged or hypothecated in the absence of registration, or the availability of an exemption from such registration. Furthermore, no offer, sale, transfer, pledge or hypothecation is to take place without the prior written approval of counsel to the company being affixed to this certificate. The stock transfer agent has been ordered to effectuate transfers only in accordance with the above instructions.”"; and the Optionors Transferors hereby consent to the Optionee Transferee making a notation on its records or giving instructions to any transfer agent of the Optionee Transferee in order to implement the restrictions on transfer set forth and described hereinabove. The Optionors Transferors also acknowledge and understand that: (a) the Shares are restricted securities within the meaning of “Rule 144” promulgated under the Securities Act; and (b) the exemption from registration under Rule 144 will not be available in any event for at least six months from the date of the issuance of the Shares to the Optionors, and even then will not be available unless (i) a public trading market then exists for the common stock of the Optionee, (ii) adequate information concerning the Optionee is then available to the public and (iii) other terms and conditions of Rule 144 are complied with.

Resale restrictions and legending of Share certificates. The Optionors Vendors hereby acknowledge and agree that the Optionee does not make any Purchaser makes no representations as to any resale or other restriction affecting the Shares and that it is presently contemplated that the Shares will be issued by the Optionee Purchaser to the Optionors from treasury Vendors in reliance upon the registration and prospectus exemptions contained in certain sections of the United States Securities Act of 1933 1933, as amended (the “"Securities Act”) "), or "Regulation S" promulgated under the Securities Act and, if applicable, the British Columbia Securities Act (the "B.C. Securities Act"), which will impose a trading restriction in the United States on the Shares for a period of at least 6 24 months from the Closing Date. In addition, the Optionors Vendors hereby also acknowledge and agree that the within obligation of the Optionee Purchaser to issue the Shares pursuant to section “"2.2” " hereinabove will be subject to the Optionee Purchaser being satisfied that an exemption from applicable registration and prospectus requirements is available under the Securities Act and, if applicable, the B.C. Securities Act, and all applicable securities laws laws, in respect of each of the Optionors Vendors, the Purchased Shares and the Shares, and that the Optionee Purchaser shall be relieved of any obligation whatsoever to purchase any Purchased Shares of the Assets Vendors and to issue Option any Shares in respect of the Optionor Vendors where the Optionee Purchaser reasonably determines that a suitable exemption is not available to it. The Optionors Vendors hereby also acknowledge and understand that neither the sale of the Shares which the Optionors Vendors are acquiring nor any of the Shares themselves have not been registered under the Securities Act and, if applicable, the B.C. Securities Act, or any state securities laws, and, furthermore, that the Shares must be held indefinitely unless subsequently registered under the Securities Act and, if applicable, the B.C. Securities Act, or an exemption from such registration is available. The Optionors Vendors also acknowledge and understand that the certificates representing the Shares will be stamped with the following legend (or substantially equivalent language) restricting transfer in the following manner if such restriction is required by the "Regulatory Authorities": “The transfer of the "These securities represented by this certificate is prohibited except in accordance with the provisions of Regulation S promulgated under the United States Securities Act of 1933, as amended (the “Act”), pursuant to registration under the Act or pursuant to an available exemption from registration. In addition, hedging transactions involving such securities may not be conducted unless in compliance with the Act.”. “The securities represented by this certificate have not been registered under the United States Securities Act of 1933, as amended, or the laws of any state, and have been are being issued pursuant to an exemption from registration pertaining to such securities and pursuant to a representation by the security holder named hereon that said securities have been acquired for purposes of investment and not for purposes of distribution. These securities may not be offered, sold, transferred, pledged or hypothecated in the absence of registration, or the availability of an exemption from such registration. Furthermore, no offer, sale, transfer, pledge or hypothecation is to take place without the prior written approval of counsel to the company. The stock transfer agent has been ordered to effectuate transfers only in accordance with the above instructions.”" "These securities have not been registered under the United States Securities Act of 1933, as amended (the "Act"), or the laws of any state, and are being issued in reliance upon Regulation S promulgated under the Act. These securities may not be offered, sold, transferred, pledged or hypothecated in the absence of registration, the availability of an exemption from such registration or compliance with Regulation S. Furthermore, no offer, sale, transfer, pledge or hypothecation is to take place without the prior written approval of counsel to the company. The stock transfer agent has been ordered to effectuate transfers only in accordance with the above instructions." "Unless permitted under applicable securities legislation, the holder of the securities represented hereby shall not trade the securities before the earlier of (i) the date that is four months and a day after the date the company first became a reporting issuer in any of Alberta, British Columbia, Manitoba, Nova Scotia, Ontario, Quebec and Saskatchewan, if the company is a sedar filer, and (ii) the date that is four months and a day after the later of (a) the distribution date, and (b) the date the company became a reporting issuer in the local jurisdiction of the subscriber of the securities that are the subject of the trade."; and the Optionors Vendors hereby consent to the Optionee Purchaser making a notation on its records or giving instructions to any transfer agent of the Optionee Purchaser (the "Transfer Agent") in order to implement the restrictions on transfer set forth and described hereinabove. The Optionors Vendors also acknowledge and understand that: (a) : the Shares are restricted securities within the meaning of “"Rule 144” " promulgated under the Securities Act; and (b) the exemption from registration under Rule 144 will not be available in any event for at least six months one year from the date of the issuance of the Shares to the OptionorsVendors, and even then will not be available unless (i) a public trading market then exists for the common stock of the OptioneePurchaser, (ii) adequate information concerning the Optionee Purchaser is then available to the public and (iii) other terms and conditions of Rule 144 are complied with; and any sale of the Shares may be made by the Vendors only in limited amounts in accordance with such terms and conditions.

Resale restrictions and legending of Share certificates. The Optionors Vendors hereby acknowledge and agree that the Optionee does not make any Purchaser makes no representations as to any resale or other restriction restrictions affecting the Shares and that it is presently contemplated that the Shares. The Shares will be issued by the Optionee Purchaser to the Optionors from treasury Vendors in reliance upon one or more exemptions from the registration and prospectus exemptions contained in certain sections requirements of the United States Securities Act of 1933 1933, as amended (the “"Securities Act”) which will impose a trading restriction in the United States on "), and that the Shares for a period of at least 6 months from will be "restricted securities" as defined by Rule 144(a)(3) promulgated under the Closing DateSecurities Act. In addition, the Optionors hereby Vendors also acknowledge and agree that the within obligation of the Optionee Purchaser to issue the Shares pursuant to section “"2.2” hereinabove " hereof will be subject to the Optionee Purchaser being satisfied that an exemption from applicable the registration and prospectus requirements is available under of the Securities Act is available and that all applicable securities laws laws, in respect of each of the Optionors Vendors, the Purchased Shares and the Shares, and that the Optionee Purchaser shall be relieved of any obligation whatsoever to purchase any Purchased Shares of the Assets Vendors and to issue Option Shares in respect of the Optionor Vendors where the Optionee Purchaser reasonably determines that a suitable exemption is one or more such registration exemptions are not available to itavailable. The Optionors hereby Vendors also acknowledge and understand that the Shares which the Optionors are acquiring have not been registered under the Securities Act or any state securities laws, and, furthermore, that the Shares must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. The Optionors Vendors also acknowledge and understand that the certificates representing the Shares will be stamped with the following legend (or substantially equivalent language) restricting transfer in the following manner if such restriction is required by the Regulatory Authorities: “"The transfer of the securities represented by this certificate is prohibited except in accordance with the provisions of Regulation S promulgated under the United States Securities Act of 1933, as amended (the “"Act”"), pursuant to registration under the Act or pursuant to an available exemption from registration. In addition, hedging transactions involving such securities may not be conducted unless in compliance with the Act.”". “"The securities represented by this certificate have not been registered under the United States Securities Act of 1933, as amended, or the laws of any state, and have been issued pursuant to an exemption from registration pertaining to such securities and pursuant to a representation by the security holder named hereon that said securities have been acquired for purposes of investment and not for purposes of distribution. These securities may not be offered, sold, transferred, pledged or hypothecated in the absence of registration, or the availability of an exemption from such registration. The stock transfer agent has been ordered to effectuate transfers only in accordance with the above instructions.”". "Unless permitted under applicable securities legislation, the holder of the securities represented hereby shall not trade the securities in Canada before the earlier of (i) the date that is four months and a day after the date the company first became a reporting issuer in any of Alberta, British Columbia, Manitoba, Nova Scotia, Ontario, Quebec and Saskatchewan, if the company is a sedar filer, and (ii) the date that is four months and a day after the later of (a) the distribution date, and (b) the date the company became a reporting issuer in the local jurisdiction of the subscriber of the securities that are the subject of the trade."; and the Optionors Vendors hereby consent to the Optionee Purchaser making a notation on its records or giving instructions to any transfer agent of the Optionee Purchaser (the "Transfer Agent") in order to implement the restrictions on transfer set forth and described hereinabove. The Optionors Vendors also acknowledge and understand that: (a) the Shares are restricted securities within the meaning of “Rule 144” promulgated under the Securities Act; and (b) the exemption from registration under Rule 144 will not be available in any event for at least six months one year from the date of the issuance of the Shares to the OptionorsVendors, and even then will not be available unless (i) a public trading market then exists for the common stock of the OptioneePurchaser, (ii) adequate information concerning the Optionee Purchaser is then available to the public and (iii) other terms and conditions of Rule 144 are complied with; and (b) any sale of the Shares may be made by the Vendors only in limited amounts in accordance with such terms and conditions.

Resale restrictions and legending of Share certificates. The Optionors Gareste hereby acknowledge acknowledges and agree agrees that the Optionee does not make any Purchaser makes no representations as to any resale or other restriction affecting the Shares and that it is presently contemplated that the Shares will be issued by the Optionee transferred to the Optionors from treasury Gareste in reliance upon the registration and prospectus exemptions contained in certain sections of the United States Securities Act of 1933 (the “Securities Act”) which will impose a trading restriction in the United States on the Shares for a period of at least 6 months from the Closing DateDate (or one year if Gareste is considered an affiliates of Pacific Copper). In addition, the Optionors Gareste hereby also acknowledge acknowledges and agree agrees that the within obligation of the Optionee to issue transfer the Shares pursuant to section “2.2” hereinabove 2.2 above will be subject to the Optionee Purchaser being satisfied that an exemption from applicable registration and prospectus requirements is available under the Securities Act and all applicable securities laws in respect of each of the Optionors and the Shares, and that the Optionee shall be relieved of any obligation whatsoever to purchase the Assets and to issue Option Shares in respect of the Optionor where the Optionee reasonably determines that a suitable exemption is not available to it. The Optionors Gareste hereby also acknowledge acknowledges and understand understands that the Shares which the Optionors are Gareste is acquiring have not been registered under the Securities Act or any state securities laws, and, furthermore, that the Shares must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. The Optionors Gareste also acknowledge acknowledges and understand understands that the certificates representing the Shares will be stamped with the following legend (or substantially equivalent language) restricting transfer in the following manner if such restriction is required by the Regulatory Authorities: “The transfer of the securities represented by this certificate is prohibited except in accordance with the provisions of Regulation S promulgated under the United States Securities Act of 1933, as amended (the “Act”), pursuant to registration under the Act or pursuant to an available exemption from registration. In addition, hedging transactions involving such securities may not be conducted unless in compliance with the Act.”. ” “The securities represented by this certificate have not been registered under the United States Securities Act of 1933, as amended, or the laws of any state, and have been issued pursuant to an exemption from registration pertaining to such securities and pursuant to a representation by the security holder named hereon that said securities have been acquired for purposes of investment and not for purposes of distribution. These securities may not be offered, sold, transferred, pledged or hypothecated in the absence of registration, or the availability of an exemption from such registration. The stock transfer agent has been ordered to effectuate transfers only in accordance with the above instructions.”; and the Optionors Gareste hereby consent consents to the Optionee Purchaser making a notation on its records or giving instructions to any transfer agent of the Optionee Purchaser in order to implement the restrictions on transfer set forth and described hereinabove. The Optionors Gareste also acknowledge acknowledges and understand understands that: (a) the Shares are restricted securities within the meaning of “Rule 144” promulgated under the Securities Act; and; (b) the exemption from registration under Rule 144 will not be available in any event for at least six months from the date of the issuance transfer of the Shares to the OptionorsGareste, and even then will not be available unless (i) a public trading market then exists for the common stock of the OptioneePurchaser, (ii) adequate information concerning the Optionee Purchaser is then available to the public and (iii) other terms and conditions of Rule 144 are complied with; and (c) any sale of the Shares may be made by Gareste only in limited amounts in accordance with such terms and conditions.

Resale restrictions and legending of Share certificates. The Optionors Vendors hereby acknowledge and agree that the Optionee does not make any Purchaser makes no representations as to any resale or other restriction affecting the Shares and that it is presently contemplated that the Shares will be issued by the Optionee Purchaser to the Optionors from treasury Vendors in reliance upon the registration and prospectus exemptions contained in certain sections of the United States Securities Act or Rule 506 of 1933 (the “Securities Act”) Regulation D or Regulation S promulgated thereunder, which will impose a trading restriction in the United States on the Shares for a period of at least 6 six months from the Closing Datedate of issuance of such Shares. In addition, the Optionors Vendors hereby also acknowledge and agree that the within obligation of the Optionee Purchaser to issue the Shares pursuant to section “"2.2” " hereinabove will be subject to the Optionee Purchaser being satisfied that an exemption from applicable registration and prospectus requirements is available under the Securities Act and all applicable securities laws laws, in respect of each of the Optionors Vendors, the Purchased Shares and the Shares, and that the Optionee Purchaser shall be relieved of any obligation whatsoever to purchase any Purchased Shares of the Assets Vendors and to issue Option any Shares in respect of the Optionor Vendors where the Optionee Purchaser reasonably determines that a suitable exemption is not available to it. The Optionors Vendors hereby also acknowledge and understand that neither the sale of the Shares which the Optionors Vendors are acquiring nor any of the Shares themselves have not been registered under the Securities Act Act, or any state securities laws, and, furthermore, that the Shares must be held indefinitely unless subsequently registered under the Securities Act Act, or an exemption from such registration is available. The Optionors Vendors also acknowledge and understand that the certificates representing the Shares will be stamped with the following a United States restrictive legend as set forth in section "3.2(h)(iv)" or section "3.2(i)(vi)" hereof, as applicable (or substantially equivalent language) restricting transfer in the following manner if such restriction is required by the applicable Regulatory Authorities: “The transfer of the securities represented by this certificate is prohibited except in accordance with the provisions of Regulation S promulgated under the United States Securities Act of 1933, as amended (the “Act”), pursuant to registration under the Act or pursuant to an available exemption from registration. In addition, hedging transactions involving such securities may not be conducted unless in compliance with the Act.”. “The securities represented by this certificate have not been registered under the United States Securities Act of 1933, as amended, or the laws of any state, and have been issued pursuant to an exemption from registration pertaining to such securities and pursuant to a representation by the security holder named hereon that said securities have been acquired for purposes of investment and not for purposes of distribution. These securities may not be offered, sold, transferred, pledged or hypothecated in the absence of registration, or the availability of an exemption from such registration. The stock transfer agent has been ordered to effectuate transfers only in accordance with the above instructions.”; and the Optionors Vendors hereby consent to the Optionee Purchaser making a notation on its records or giving instructions to any transfer agent of the Optionee Purchaser's Transfer Agent in order to implement the restrictions on transfer set forth and described hereinabove. The Optionors Each Vendor also acknowledge acknowledges and understand understands that: (a) the Shares are restricted securities within the meaning of “Rule 144” 144 promulgated under the Securities Act; and (b) the exemption from registration under Rule 144 will not be available in any event for at least six months from the date of the issuance of the Shares to the OptionorsVendor, and even then will not be available unless (i) a public trading market then exists for the common stock of the OptioneePurchaser, (ii) adequate information concerning the Optionee Purchaser is then available to the public and (iii) any other applicable terms and conditions of Rule 144 are complied with.

Resale restrictions and legending of Share certificates. The Optionors Vendor hereby acknowledge acknowledges and agree agrees that the Optionee does not make any Purchaser makes no representations as to any resale or other restriction affecting the Shares and that it is presently contemplated that the Shares will be issued by the Optionee Purchaser to the Optionors from treasury Vendor in reliance upon the registration and prospectus exemptions contained in certain sections of the United States Securities Act of 1933 1933, as amended (the “"Securities Act”) "), or "Regulation S" promulgated under the Securities Act and, if applicable, the British Columbia Securities Act (the "B.C. Securities Act"), which will impose a trading restriction in the United States on the Shares for a period of at least 6 six months from the Closing Date. In addition, the Optionors Vendor hereby also acknowledge acknowledges and agree agrees that the within obligation of the Optionee Purchaser to issue the Shares pursuant to section “"2.2” " hereinabove will be subject to the Optionee Purchaser being satisfied that an exemption from applicable registration and prospectus requirements is available under the Securities Act and, if applicable, the B.C. Securities Act, and all applicable securities laws laws, in respect of each of the Optionors Vendor, the Purchased Shares and the Shares, and that the Optionee Purchaser shall be relieved of any obligation whatsoever to purchase any Purchased Shares of the Assets Vendor and to issue Option any Shares in respect of the Optionor Vendor where the Optionee Purchaser reasonably determines that a suitable exemption is not available to it. The Optionors Vendor hereby also acknowledge acknowledges and understand understands that neither the sale of the Shares which the Optionors are Vendor is acquiring nor any of the Shares themselves have not been registered under the Securities Act and, if applicable, the B.C. Securities Act, or any state securities laws, and, furthermore, that the Shares must be held indefinitely unless subsequently registered under the Securities Act and, if applicable, the B.C. Securities Act, or an exemption from such registration is available. The Optionors Vendor also acknowledge acknowledges and understand understands that the certificates representing the Shares will be stamped with the following legend legends (or substantially equivalent language) restricting transfer in the following manner if such restriction is required by the "Regulatory Authorities": “The transfer of the securities represented by this certificate is prohibited except in accordance with the provisions of Regulation S promulgated under the United States Securities Act of 1933, as amended (the “Act”), pursuant to registration under the Act or pursuant to an available exemption from registration. In addition, hedging transactions involving such securities may not be conducted unless in compliance with the Act.”. “"The securities represented by this certificate have not been registered under the United States Securities Act of 1933, as amendedamended (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 in accordance with any applicable state securities laws, or the laws of any state, and have been issued pursuant to an exemption or exclusion from registration pertaining to such under the U.S. Securities Act and any applicable state securities and pursuant to a representation laws. The securities represented by the security holder named hereon that said securities have been acquired for purposes of investment and not for purposes of distribution. These securities may certificate cannot be offered, sold, transferred, pledged or hypothecated the subject of hedging transactions unless such transactions are conducted in the absence of registration, or the availability of an exemption from such registration. The stock transfer agent has been ordered to effectuate transfers only in accordance compliance with the above instructionsU.S. Securities Act.”"; and "Unless permitted under securities legislation, the holder of this security must not trade the security before [the date which is four months plus a day from the date of issuance]."; and the Optionors Vendor hereby consent consents to the Optionee Purchaser making a notation on its records or giving instructions to any transfer agent of the Optionee Purchaser (the "Transfer Agent") in order to implement the restrictions on transfer set forth and described hereinabove. The Optionors Vendor also acknowledge acknowledges and understand understands that: (a) the Shares are restricted securities within the meaning of “"Rule 144” " promulgated under the Securities Act; and; (b) the exemption from registration under Rule 144 will not be available in any event for at least six months from the date of the issuance of the Shares to the OptionorsVendor, and even then will not be available unless (i) a public trading market then exists for the common stock of the OptioneePurchaser, (ii) adequate information concerning the Optionee Purchaser is then available to the public and (iii) other terms and conditions of Rule 144 are complied with; and (c) any sale of the Shares may be made by the Vendor only in limited amounts in accordance with such terms and conditions.

Resale restrictions and legending of Share certificates. The Optionors Each of the Vendors hereby acknowledge and agree that the Optionee does not Purchaser and UEC make any no representations as to any resale or other restriction affecting the Acquisition Shares and that it is presently contemplated that the Acquisition Shares will be are being issued by the Optionee UEC to the Optionors from treasury Vendors in reliance upon the registration and prospectus exemptions contained in certain sections of "Regulation S" promulgated under the United States Securities Act of 1933 (the “"Securities Act”") which will continue to impose a trading restriction in the United States on the Acquisition Shares for a period of at least 6 six months from the Closing Datedate of issuance. In additionThe Vendors, the Optionors hereby also acknowledge Purchaser and agree that the within obligation of the Optionee to issue the Shares pursuant to section “2.2” hereinabove will be subject to the Optionee being satisfied that an exemption from applicable registration and prospectus requirements is available under the Securities Act and all applicable securities laws in respect of each of the Optionors and the Shares, and that the Optionee shall be relieved of any obligation whatsoever to purchase the Assets and to issue Option Shares in respect of the Optionor where the Optionee reasonably determines that a suitable exemption is not available to it. The Optionors UEC hereby also acknowledge and understand that neither the sale of the Acquisition Shares, nor any of the Acquisition Shares which the Optionors are acquiring themselves, have not been registered under the Securities Act or any state securities laws, and, furthermore, that the Acquisition Shares must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. The Optionors Vendors, the Purchaser and UEC also acknowledge and understand that the certificates certificate(s) representing the Acquisition Shares will be stamped with the following legend (or substantially equivalent language) restricting transfer in the following manner if such restriction is required by applicable securities laws: "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 Uranium Energy Corp. (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."; and "UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [four months and one day from the Regulatory Authorities: “The transfer Closing Date]"; and each of the securities represented by this certificate is prohibited except in accordance with the provisions of Regulation S promulgated under the United States Securities Act of 1933, as amended (the “Act”), pursuant Vendors hereby consents to registration under the Act or pursuant to an available exemption from registration. In addition, hedging transactions involving such securities may not be conducted unless in compliance with the Act.”. “The securities represented by this certificate have not been registered under the United States Securities Act of 1933, as amended, or the laws of any state, and have been issued pursuant to an exemption from registration pertaining to such securities and pursuant to a representation by the security holder named hereon that said securities have been acquired for purposes of investment and not for purposes of distribution. These securities may not be offered, sold, transferred, pledged or hypothecated in the absence of registration, or the availability of an exemption from such registration. The stock transfer agent has been ordered to effectuate transfers only in accordance with the above instructions.”; and the Optionors hereby consent to the Optionee UEC making a notation on its records or giving instructions to any UEC's transfer agent of the Optionee Acquisition Shares in order to implement the restrictions on transfer set forth and described hereinabove. The Optionors also acknowledge and understand that: (a) the Shares are restricted securities within the meaning of “Rule 144” promulgated under the Securities Act; and (b) the exemption from registration under Rule 144 will not be available in any event for at least six months from the date of the issuance of the Shares to the Optionors, and even then will not be available unless (i) a public trading market then exists for the common stock of the Optionee, (ii) adequate information concerning the Optionee is then available to the public and (iii) other terms and conditions of Rule 144 are complied with.

Resale restrictions and legending of Share certificates. The Optionors Gareste hereby acknowledge acknowledges and agree agrees that the Optionee does not make any Purchaser makes no representations as to any resale or other restriction affecting the Shares and that it is presently contemplated that the Shares will be issued by the Optionee transferred to the Optionors from treasury Gareste in reliance upon the registration and prospectus exemptions contained in certain sections of the United States Securities Act of 1933 (the “Securities Act”) which will impose a trading restriction in the United States on the Shares for a period of at least 6 months from the Closing DateDate (or one year if Gareste is considered an affiliates of Pacific Copper). In addition, the Optionors Gareste hereby also acknowledge acknowledges and agree agrees that the within obligation of the Optionee to issue transfer the Shares pursuant to section “2.2” hereinabove 2.2 above will be subject to the Optionee Purchaser being satisfied that an exemption from applicable registration and prospectus requirements is available under the Securities Act and all applicable securities laws in respect of each of the Optionors and the Shares, and that the Optionee shall be relieved of any obligation whatsoever to purchase the Assets and to issue Option Shares in respect of the Optionor where the Optionee reasonably determines that a suitable exemption is not available to it. The Optionors Gareste hereby also acknowledge acknowledges and understand understands that the Shares which the Optionors are Gareste is acquiring have not been registered under the Securities Act or any state securities laws, and, furthermore, that the Shares must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. The Optionors Gareste also acknowledge acknowledges and understand understands that the certificates representing the Shares will be stamped with the following legend (or substantially equivalent language) restricting transfer in the following manner if such restriction is required by the Regulatory Authorities: “The transfer of the securities represented by this certificate is prohibited except in accordance with the provisions of Regulation S promulgated under the United States Securities Act of 1933, as amended (the “Act”), pursuant to registration under the Act or pursuant to an available exemption from registration. In addition, hedging transactions involving such securities may not be conducted unless in compliance with the Act.”. ” “The securities represented by this certificate have not been registered under the United States Securities Act of 1933, as amended, or the laws of any state, and have been issued pursuant to an exemption from registration pertaining to such securities and pursuant to a representation by the security holder named hereon that said securities have been acquired for purposes of investment and not for purposes of distribution. These securities may not be offered, sold, transferred, pledged or hypothecated in the absence of registration, or the availability of an exemption from such registration. The stock transfer agent has been ordered to effectuate transfers only in accordance with the above instructions.”; -- San Exxxxxx Mineral Property Acquisition Agreement -- -- Pacific Copper Chile Limitada -- and the Optionors Gareste hereby consent consents to the Optionee Purchaser making a notation on its records or giving instructions to any transfer agent of the Optionee Purchaser in order to implement the restrictions on transfer set forth and described hereinabove. The Optionors Gareste also acknowledge acknowledges and understand understands that: (a) the Shares are restricted securities within the meaning of “Rule 144” promulgated under the Securities Act; and; (b) the exemption from registration under Rule 144 will not be available in any event for at least six months from the date of the issuance transfer of the Shares to the OptionorsGareste, and even then will not be available unless (i) a public trading market then exists for the common stock of the OptioneePurchaser, (ii) adequate information concerning the Optionee Purchaser is then available to the public and (iii) other terms and conditions of Rule 144 are complied with; and (c) any sale of the Shares may be made by Gareste only in limited amounts in accordance with such terms and conditions.