Common use of Resale Restrictions and Legends Clause in Contracts

Resale Restrictions and Legends. The Subscriber acknowledges that any resale of any of the Securities will be subject to resale restrictions contained in the securities legislation applicable to the Subscriber or proposed transferee. The Securities may not be offered or sold in the United States unless registered in accordance with federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available. The Subscriber acknowledges that the certificates representing the Shares will bear the following legends: “THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.” The Subscriber and any Beneficial Purchaser are advised to consult with their own legal counsel or advisors to determine the resale restrictions that may be applicable to them. Closing Date Payment for, and delivery of the Shares, is scheduled to occur on or before March __, 2024, or such date as determined by the Issuer in its sole discretion (the “Closing Date”). Closing may occur in one or more tranches over a period of time. Jurisdiction of organization The Issuer is incorporated under the laws of the State of Nevada. Commissions with Jurisdiction Over the Issuer The “Commissions with Jurisdiction Over the Issuer” is the SEC.

Resale Restrictions and Legends. The Subscriber acknowledges that any resale of any of the Securities will be subject to resale restrictions contained in the securities legislation applicable to the Subscriber or proposed transferee. The Securities may not be offered or sold in the United States unless registered in accordance with federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available. The Subscriber acknowledges that the certificates representing the Shares will bear the following legends: “THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.” The Subscriber and any Beneficial Purchaser are advised to consult with their own legal counsel or advisors to determine the resale restrictions that may be applicable to them. Closing Date Payment for, and delivery of the Shares, is scheduled to occur on or before March __________, 20242018, or such date as determined by the Issuer in its sole discretion (the “Closing Date”). Closing may occur in one or more tranches over a period of time. Jurisdiction of organization The Issuer is incorporated under the laws of the State of Nevada. Commissions with Jurisdiction Over the Issuer The “Commissions with Jurisdiction Over the Issuer” is the SEC.

Resale Restrictions and Legends. (a) The Subscriber understands and acknowledges that: (i) the Securities will and any Warrant Shares issued on exercise of the Warrants may be subject to certain resale and transfer restrictions under applicable securities laws; and (ii) the Securities and any Warrant Shares issued on exercise of the Warrants will be subject to certain resale and transfer restrictions under the rules and policies of the Exchange if: A. the Subscriber is a director, officer or Promoter (as defined in the Corporate Finance Manual of the Exchange) of the Issuer; or B. the Subscriber holds securities of the Issuer carrying more than 10% of the voting rights attached to the Issuer's securities both immediately before and after the Private Placement and has elected or appointed or has the right to elect or appoint one or more directors or senior officers of the Issuer; or C. the Subscriber's Securities have been issued at a discount of more than 10% to the Market Price (as defined in the Corporate Finance Manual of the Exchange); and (b) The Subscriber acknowledges that any it has been advised to consult its own legal advisors with respect to applicable resale of any of the Securities will be subject to resale and transfer restrictions, that it is solely responsible for complying with such restrictions contained in the securities legislation applicable to and the Subscriber or proposed transferee. The Securities may not be offered or sold covenants and agrees to comply with the restrictions referred to in the United States unless registered in accordance with federal securities laws subparagraph (a) above and all other applicable state securities laws or exemptions from such registration requirements are availableresale and transfer restrictions. The In this regard, the Subscriber acknowledges that the Issuer will be required under certain Canadian securities instruments and policies to put the first of the following legends on any certificates representing the Securities and any Warrant Shares will bear issued on exercise of the following legendsWarrants, and under the Exchange's policies may also be required to put the second legend thereon: “REPRESENTED BY THIS CERTIFICATE [and for the Warrants: AND ANY SHARES ISSUED ON THE EXERCISE OF THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, SECURITIES] MAY NOT BE OFFERED SOLD, TRANSFERRED, HYPOTHECATED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER OTHERWISE TRADED ON OR THROUGH THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS FACILITIES OF THE SECURITIES ACT AND EXCHANGE OR OTHERWISE IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.” The Subscriber and any Beneficial Purchaser are advised to consult with their own legal counsel or advisors to determine the resale restrictions that may be applicable to them. Closing Date Payment for, and delivery of the Shares, is scheduled to occur on or before March __, 2024, or such date as determined by the Issuer in its sole discretion (the “Closing Date”). Closing may occur in one or more tranches over a period of time. Jurisdiction of organization The Issuer is incorporated under the laws of the State of Nevada. Commissions with Jurisdiction Over the Issuer The “Commissions with Jurisdiction Over the Issuer” is the SEC.CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL