Common use of Resale Restrictions Clause in Contracts

Resale Restrictions. The Purchaser, and each beneficial purchaser for whom it is contracting hereunder, has been advised by its own legal advisors with respect to trading in the Shares and Warrants and with respect to the resale restrictions imposed by the applicable securities laws of the province in which the Purchaser or any beneficial purchaser for whom it is contracting hereunder resides and other applicable securities laws, and acknowledges that no representation has been made respecting the applicable hold periods imposed by the securities laws or other resale restrictions applicable to such Shares and Warrants which restrict the ability of the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) to resell the Shares and Warrants, that the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible to find out what these restrictions are and the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions and the Purchaser is aware that it (or any beneficial purchaser for whom it is contracting hereunder) may not be able to resell the Shares or Warrants except in accordance with limited exemptions under applicable securities laws. For purposes of complying with the securities laws and National Instrument 45-102 - Resale of Securities, the Purchaser and each beneficial purchaser, if any, understands and acknowledges that upon the issuance of the Shares and Warrants and the Shares issuable on exercise of the Warrants, if exercised prior to the date that is four months and one day following the Closing Date, the certificates representing the Shares, Warrants and the Shares issuable on exercise of the Warrants, shall bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE].”

Resale Restrictions. The Purchaser understands and acknowledges that the Purchaser, ’s Shares and each beneficial purchaser for whom any Common Shares issuable upon conversion of the Preferred Shares within four months and one day of the Closing Date will be subject to certain resale restrictions under applicable Securities Laws and the Purchaser agrees to comply with such restrictions. The Purchaser also acknowledges that it is contracting hereunder, has been advised by to consult its own legal advisors with respect to trading in the Shares and Warrants and with respect to the resale restrictions imposed by the applicable securities laws of the province in which the Purchaser or any beneficial purchaser for whom it is contracting hereunder resides and other applicable securities laws, and acknowledges that no representation has been made respecting the applicable hold periods imposed by the securities laws or other resale restrictions applicable to such Shares and Warrants which restrict the ability of the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) to resell the Shares and Warrants, that the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible to find out what these restrictions are and the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions and the Purchaser is aware that it (or any beneficial purchaser is responsible for whom it is contracting hereunder) may not be able to resell the Shares or Warrants except in accordance complying with limited exemptions under applicable securities lawssuch restrictions. For purposes of complying with the securities laws Securities Laws and National Multilateral Instrument 45-102 - 102–Resale of Securities, the Purchaser and each beneficial purchaser, if any, understands and acknowledges that upon the issuance of the Shares and Warrants and the Shares issuable on exercise of the WarrantsPreferred Shares, if exercised prior to the date that is four months and one day following the Closing Date, all the certificates representing the Preferred Shares, Warrants and the Shares issuable on exercise as well as all certificates issued in exchange for or in substitution of the Warrantsforegoing securities, shall bear the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWS, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE ACT OR THE AVAILABILITY OF AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT DATE THAT IS FOUR 4 MONTHS AND ONE DAY AFTER THE FROM CLOSING DATE].”

Resale Restrictions. (a) The PurchaserStockholders acknowledge and agree that the shares of Parent Common Stock issued pursuant to this Agreement have not been registered under the Securities Act or any state securities Law, and each beneficial purchaser that such shares to be received by them are being acquired solely for whom it their own account, for investment and not with a view to the sale or distribution thereof. The Stockholders hereby agree not to offer, sell, hypothecate, pledge or otherwise transfer, pledge or hypothecate such shares unless and until registered under the Securities Act and any applicable state securities Law or unless such offer, sale, transfer, pledge or hypothecation is contracting hereunderexempt from registration or is otherwise in compliance with the Securities Act and such Laws. The Stockholders acknowledge that, has been advised by its own legal advisors with respect to trading except as provided in the Shares and Warrants and with respect to the resale restrictions imposed by the applicable securities laws of the province in which the Purchaser or any beneficial purchaser for whom it is contracting hereunder resides and other applicable securities laws, and acknowledges that no representation has been made respecting the applicable hold periods imposed by the securities laws or other resale restrictions applicable to such Shares and Warrants which restrict the ability of the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) to resell the Shares and Warrants, that the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible to find out what these restrictions are and the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions and the Purchaser is aware that it (or any beneficial purchaser for whom it is contracting hereunder) may not be able to resell the Shares or Warrants except in accordance with limited exemptions under applicable securities laws. For purposes of complying with the securities laws and National Instrument 45-102 - Resale of SecuritiesRegistration Rights Agreement, the Purchaser Stockholders have no right to require Parent to register shares of Parent Common Stock. The Stockholders understand and agree that each beneficial purchaser, if any, understands and acknowledges that upon the issuance certificate representing shares of the Shares and Warrants and the Shares issuable on exercise of the Warrants, if exercised prior to the date that is four months and one day following the Closing Date, the certificates representing the Shares, Warrants and the Shares issuable on exercise of the WarrantsParent Common Stock received hereunder, shall bear the following legendlegends: “UNLESS PERMITTED "THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY AN AGREEMENT ON FILE AT THE OFFICES OF THE CORPORATION." "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES LEGISLATIONACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS." and the Stockholders agree to transfer shares of Parent Common Stock only in accordance with the provisions of such legends. In addition, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE]such Stockholders agree that Parent shall instruct the transfer agent to only transfer the Parent Common Stock pursuant to these provisions.” (b) In the event the shares of Parent Common Stock received by the Stockholders hereunder cease to be restricted for purposes of the Securities Act, upon request of a Stockholder and surrender of the certificate bearing such legends, Parent or its designated agent will reissue such certificates to such Stockholder without such legends.

Resale Restrictions. (a) The Purchasershareholders of FractionAir who received shares of Teda Common Stock as Merger Consideration may not offer or sell any shares of Teda Common Stock unless such offer or sale is made (i) pursuant to an effective registration of such Teda Common Stock under the Securities Act, or (ii) pursuant to an available exemption from the registration requirements of the Securities Act. Teda shall refuse to register the transfer of any Teda Common Stock not made in accordance with this Section 3.5 with the transfer agent, and each beneficial purchaser for whom it is contracting hereunder, has been advised by such purpose may place stop order instructions with its own legal advisors with respect to trading in the Shares and Warrants and transfer agent with respect to the resale restrictions imposed Teda Common Stock issued as Merger Consideration. A proposed transfer shall be deemed to comply with this Section 3.5 if the applicable shareholder delivers to Teda a legal opinion in form and substance satisfactory to Teda from counsel reasonably satisfactory to Teda to the effect that such transfer complies with this Section 3.5. (b) During any time that a shareholder of FractionAir is not entitled to sell the shares of Teda Common Stock received as Merger Consideration such shareholder may not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer to dispose of, directly or indirectly, any shares of Teda Common Stock or any securities convertible into or exercisable or exchangeable for Teda Common Stock, or (ii) enter into any swap or other arrangement that transfers all or a portion of the economic consequences associated with the ownership of any Teda Common Stock (regardless of whether any of the transactions described in clause (i) or (ii) is to be settled by the applicable securities laws delivery of the province Teda Common Stock or such other securities, in which the Purchaser cash or any beneficial purchaser for whom it is contracting hereunder resides and other applicable securities laws, and acknowledges that no representation has been made respecting the applicable hold periods imposed by the securities laws or other resale restrictions applicable to such Shares and Warrants which restrict the ability otherwise). (c) Each certificate representing shares of the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) to resell the Shares and Warrants, that the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible to find out what these restrictions are and the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions and the Purchaser is aware that it (or any beneficial purchaser for whom it is contracting hereunder) may not be able to resell the Shares or Warrants except in accordance with limited exemptions under applicable securities laws. For purposes of complying with the securities laws and National Instrument 45-102 - Resale of Securities, the Purchaser and each beneficial purchaser, if any, understands and acknowledges that upon the issuance of the Shares and Warrants and the Shares issuable on exercise of the Warrants, if exercised prior to the date that is four months and one day following the Closing Date, the certificates representing the Shares, Warrants and the Shares issuable on exercise of the Warrants, shall Teda Common Stock issued as Merger Consideration will bear the following legendlegend or one substantially similar thereto: “UNLESS PERMITTED THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES LEGISLATIONACT OF 1933, AS AMENDED (THE HOLDER "ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR THE AVAILABILITY OF AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. THE SECURITIES REPRESENTED BY THIS SECURITY MUST NOT TRADE CERTIFICATE ARE ALSO SUBJECT TO RESTRICTIONS ON THE SECURITY BEFORE [DATE THAT IS FOUR MONTHS AND ONE DAY AFTER USE OF SUCH SECURITIES IN HEDGING TRANSACTIONS PURSUANT TO THE CLOSING DATE]TERMS OF A MERGER AGREEMENT PURSUANT TO THE TERMS UNDER WHICH THEY WERE ISSUED.”

Resale Restrictions. (a) The Purchaserstockholders of United who received shares of Brands Common Stock as Merger Consideration may not offer or sell any shares of Brands Common Stock unless such offer or sale is made (i) pursuant to an effective registration of such Brands Common Stock under the Securities Act, or (ii) pursuant to an available exemption from the registration requirements of the Securities Act. Brands shall refuse to register the transfer of any Brands Common Stock not made in accordance with this Section 3.5 and each beneficial purchaser for whom it is contracting hereunder, has been advised by such purpose may place stop order instructions with its own legal advisors with respect to trading in the Shares and Warrants and transfer agent with respect to the resale restrictions imposed Brands Common Stock issued as Merger Consideration. A proposed transfer shall be deemed to comply with this Section 3.5 if the applicable stockholder delivers to Brands a legal opinion in form and substance satisfactory to Brands from counsel reasonably satisfactory to Brands to the effect that such transfer complies with this Section 3.5. (b) During any time that a stockholder of United is not entitled to sell the shares of Brands Common Stock received as Merger Consideration such stockholder may not (i) offer, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer to dispose of, directly or indirectly, any shares of Brands Common Stock or any securities convertible into or exercisable or exchangeable for Brands Common Stock, or (ii) enter into any swap or other arrangement that transfers all or a portion of the economic consequences associated with the ownership of any Brands Common Stock (regardless of whether any of the transactions described in clause (i) or (ii) is to be settled by the applicable securities laws delivery of the province Brands Common Stock or such other securities, in which the Purchaser cash or any beneficial purchaser for whom it is contracting hereunder resides and other applicable securities laws, and acknowledges that no representation has been made respecting the applicable hold periods imposed by the securities laws or other resale restrictions applicable to such Shares and Warrants which restrict the ability otherwise). (c) Each certificate representing shares of the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) to resell the Shares and Warrants, that the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible to find out what these restrictions are and the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions and the Purchaser is aware that it (or any beneficial purchaser for whom it is contracting hereunder) may not be able to resell the Shares or Warrants except in accordance with limited exemptions under applicable securities laws. For purposes of complying with the securities laws and National Instrument 45-102 - Resale of Securities, the Purchaser and each beneficial purchaser, if any, understands and acknowledges that upon the issuance of the Shares and Warrants and the Shares issuable on exercise of the Warrants, if exercised prior to the date that is four months and one day following the Closing Date, the certificates representing the Shares, Warrants and the Shares issuable on exercise of the Warrants, shall Brands Common Stock issued as Merger Consideration will bear the following legendlegend or one substantially similar thereto: “UNLESS PERMITTED THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES LEGISLATIONACT OF 1933, AS AMENDED (THE HOLDER "ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR THE AVAILABILITY OF AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. THE SECURITIES REPRESENTED BY THIS SECURITY MUST NOT TRADE CERTIFICATE ARE ALSO SUBJECT TO RESTRICTIONS ON THE SECURITY BEFORE [DATE THAT IS FOUR MONTHS AND ONE DAY AFTER USE OF SUCH SECURITIES IN HEDGING TRANSACTIONS PURSUANT TO THE CLOSING DATE]TERMS OF A MERGER AGREEMENT PURSUANT TO THE TERMS UNDER WHICH THEY WERE ISSUED.”

Resale Restrictions. The Purchaser, and each beneficial purchaser for whom it is contracting hereunder, has been advised by its own legal advisors with respect to trading in the Shares and Warrants and with respect to the resale restrictions imposed by the applicable securities laws Each of the province in which the Purchaser or any beneficial purchaser for whom it is contracting hereunder resides and other applicable securities laws, and acknowledges that no representation has been made respecting the applicable hold periods imposed by the securities laws or other resale restrictions applicable to such Shares and Warrants which restrict the ability of the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) to resell the Shares and Warrants, that the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible to find out what these restrictions are and the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions and the Purchaser is aware that it (or any beneficial purchaser for whom it is contracting hereunder) may not be able to resell the Shares or Warrants except in accordance with limited exemptions under applicable securities laws. For purposes of complying with the securities laws and National Instrument 45-102 - Resale of Securities, the Purchaser and each beneficial purchaser, if any, Pescios understands and acknowledges that upon the issuance Newco Shares have not been, and will not as of the Shares time issued, be registered under the 1933 Act and Warrants and that they will be issued in reliance upon exemptions from the Shares issuable on exercise registration requirements of the Warrants1933 Act, if exercised prior and thus cannot be resold until 12 months after the Effective Date, unless they are included in an effective registration statement filed under the 1933 Act or unless an exemption from registration is available for such resale. With regard to the date restrictions on resales of the Newco Shares, each of the Pescios is aware: (i) that is four months Newco will issue stop transfer orders to its stock transfer agent in the event of attempts to improperly transfer any such Newco Shares; and one day following the Closing Date, the (ii) that a restrictive legend will be placed on certificates representing the Newco Shares, Warrants which legend will read substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY APPLICABLE STATE SECURITIES LAW. NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED OR DISPOSED OF WITHOUT (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE UNITED STATES STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION, (B) RECEIPT BY THE CORPORATION OF AN ACCEPTABLE LEGAL OPINION STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THE CORPORATION OTHERWISE SATISFYING ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION. The legend stated above shall be promptly removed from any certificate representing the Newco Shares, and Newco shall issue a certificate without such legend to the applicable party, if, unless otherwise required by state securities laws: (i) such Newco Shares issuable on exercise are registered for resale under the 1933 Act and are sold in compliance with the requirements of the Warrants1933 Act; (ii) in connection with a sale transaction, such holder provides Newco with an opinion of counsel, in a form reasonably acceptable to Newco, to the effect that a public sale, assignment or transfer of such Newco Shares may be made without registration under the 1933 Act; or (iii) such holder provides Newco with reasonable assurances that such Newco Shares can be sold pursuant to Rule 144 promulgated under the Securities Act without any restriction as to the number of securities acquired as of a particular date that can then be immediately sold. Notwithstanding the removal of the legend stated above in the event the Newco Shares are registered for resale on an effective registration statement, Newco reserves the right to affix a legend on certificates representing such Newco Shares that any selling shareholder must comply with the prospectus delivery requirements of the 1933 Act in connection with any resale. Newco shall bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE]cost of the removal of any legend as anticipated by this Section.”

Resale Restrictions. The PurchaserNone of the I-Level Shares issued to Telupay Shareholders in the Merger (the "Acquisition Shares"), the I-Level Exchange Options, the I-Level Exchange Warrants, or any I-Level Shares issuable upon exercise of such I-Level Exchange Options or I-Level Exchange Warrants have been or will be registered under the 1933 Act. As such, the Acquisition Shares, the I-Level Exchange Options, the I-Level Exchange Warrants, and each beneficial purchaser for whom it any I-Level Shares issuable upon exercise of such I-Level Exchange Options or I-Level Exchange Warrants will constitute "restricted securities" as defined in Rule 144(a)(3) under the 1933 Act, and will bear a U.S. restrictive legend in substantially the form set forth below. As such, the Acquisition Shares, the I-Level Exchange Options, the I-Level Exchange Warrants, and any I-Level Shares issuable upon exercise of such I-Level Exchange Options or I-Level Exchange Warrants must be held indefinitely unless subsequently registered under the 1933 Act or an exemption from such registration is contracting hereunderavailable. The certificates representing the Acquisition Shares, has been advised by its own legal advisors the I-Level Exchange Options, the I-Level Exchange Warrants, and any I-Level Shares issuable upon exercise of such I-Level Exchange Options or I-Level Exchange Warrants will be stamped with respect to trading the following legend (or substantially equivalent language) restricting transfer in the Shares and Warrants and with respect to the resale restrictions imposed following manner if such restriction is required by the applicable securities laws of the province in which the Purchaser or any beneficial purchaser for whom it is contracting hereunder resides and other applicable securities laws, and acknowledges that no representation has been made respecting the applicable hold periods imposed by the securities laws or other resale restrictions applicable to such Shares and Warrants which restrict the ability of the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) to resell the Shares and Warrants, that the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible to find out what these restrictions are and the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions and the Purchaser is aware that it (or any beneficial purchaser for whom it is contracting hereunder) may not be able to resell the Shares or Warrants except in accordance with limited exemptions under applicable securities laws. For purposes of complying with the securities laws and National Instrument 45-102 - Resale of Securities, the Purchaser and each beneficial purchaser, if any, understands and acknowledges that upon the issuance of the Shares and Warrants and the Shares issuable on exercise of the Warrants, if exercised prior to the date that is four months and one day following the Closing DateRegulatory Authorities: In addition, the certificates representing the I-Level Exchange Options and I-Level Exchange Warrants will be stamped with the following legend (or substantially equivalent language) restricting exercise in the following manner if such restriction is required by the Regulatory Authorities: The Acquisition Shares, Warrants the I-Level Exchange Options and the Shares issuable I-Level Exchange Warrants will be issued by I-Level to the Telupay Shareholders and Telupay Option holders and Telupay Warrant holders in reliance upon the exemption contained in Regulation S promulgated under the 1933 Act based on exercise the representations and warranties of Telupay herein that none of the WarrantsTelupay Shareholders or any Telupay Option holders or Telupay Warrant holders are U.S. Persons or are in the United States. The Parties hereto understand and agree that the within obligation of I-Level to issue the Acquisition Shares, shall bear I-Level Exchange Options and I-Level Exchange Warrants is subject to I-Level being satisfied that an exemption from applicable registration and prospectus requirements is available under the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE]1933 Act and all applicable securities laws.”

Resale Restrictions. The Purchaser, and each beneficial purchaser for whom it is contracting hereunder, has been advised by its own legal advisors (a) Each certificate representing Purchase Price Shares will be imprinted with respect to trading legends substantially in the following forms: (i) THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”) OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT, (C) IN ACCORDANCE WITH RULE 144, IF AVAILABLE, AND IN EACH CASE IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN ACCORDANCE WITH ANOTHER AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT AND APPLICABLE STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. provided, that, if the Shares are being sold under Rule 904 of Regulation S under the Securities Act at a time when Uranium One is a “foreign issuer” as defined in Rule 902 of Regulation S under the Securities Act, the legend may be removed by providing a declaration to Uranium One and Warrants the registrar and with respect transfer agent for the Uranium One Common Shares, to the resale restrictions imposed by effect set forth in the Declaration for Removal of Legend attached as Exhibit H hereto (or such other evidence of exemption as such registrar and transfer agent or Uranium One may from time to time prescribe); and provided, further, that, if any Uranium One Common Shares are being sold under Rule 144 under the Securities Act and in compliance with applicable securities laws of the province in which the Purchaser or any beneficial purchaser for whom it is contracting hereunder resides and other applicable state securities laws, the legend may be removed by delivery to Uranium One and acknowledges the registrar and transfer agent for the Uranium One Common Shares of an opinion of counsel reasonably satisfactory to Uranium One and such registrar and transfer agent to the effect that such legend is no representation has been made respecting the longer required under applicable hold periods imposed by the securities laws or other resale restrictions applicable to such Shares and Warrants which restrict the ability requirements of the Purchaser (Securities Act or any beneficial purchaser for whom it is contracting hereunder) to resell the Shares and Warrants, that the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible to find out what these restrictions are and the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions and the Purchaser is aware that it (or any beneficial purchaser for whom it is contracting hereunder) may not be able to resell the Shares or Warrants except in accordance with limited exemptions under applicable state securities laws. For purposes of complying with the securities laws and National Instrument 45-102 - Resale of Securities, the Purchaser and each beneficial purchaser, if any, understands and acknowledges that upon the issuance of the Shares and Warrants and the Shares issuable on exercise of the Warrants, if exercised prior to the date that is four months and one day following the Closing Date, the certificates representing the Shares, Warrants and the Shares issuable on exercise of the Warrants, shall bear the following legend: “; and (ii) UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY IN CANADA BEFORE [<INSERT DATE THAT IS FOUR (4) MONTHS AND ONE (1) DAY AFTER THE CLOSING DATE]>.” (b) The Sellers have the right to immediately place or sell through BMO Capital Markets all of the Purchase Price Shares, provided that the offer and sale are made in compliance with Canadian and U.S. securities laws and regulations. The Sellers agree that until the first anniversary of the Closing Date, they will not offer, sell or otherwise transfer any of the Uranium One Common Shares that they hold, directly or indirectly, including through hedging transactions, except (i) pursuant to the preceding sentence, or (ii) in a transaction that is in compliance with Rule 904 of Regulation S under the Securities Act at a time when Uranium One is a “foreign issuer” as defined in Rule 902 of Regulation S under the Securities Act, and either (A) the sale is made through the facilities of the Toronto Stock Exchange in a “brokers’ transaction” as defined in Rule 144(g) under the Securities Act or (B) prior to the sale, Uranium One provides the Sellers with its written consent to the sale, which consent may not be unreasonably withheld.

Resale Restrictions. The PurchaserEach Stockholder understands and agrees that the Purchaser Common Stock will be issued to the Stockholders under an exemption from the prospectus requirements in Ontario and an exemption from the registration statement requirement in the United States, and the Purchaser Common Stock have not been registered under the Securities Act of 1933 (U.S.) as amended, under the Securities Act (Ontario), or under any other securities laws. Accordingly, each beneficial purchaser for whom it is contracting hereunder, has been advised by its own legal advisors with respect to trading Stockholder may not sell or otherwise dispose of the Purchaser Common Stock in the Shares and Warrants and absence of compliance with respect to the resale restrictions imposed by the applicable securities laws of the province in which the Purchaser or any beneficial purchaser for whom it is contracting hereunder resides and other applicable securities laws, and acknowledges each Stockholder understands that no representation has been made respecting the applicable hold periods imposed by Purchaser Common Stock being issued to the Stockholders will be restricted securities laws subject to Rule 144 of the Securities Act of 1933 (U.S.) as amended and may be subject to a resale restriction for an indefinite period of time in Ontario. For greater certainty, each Stockholder understands and agrees that: (a) he is acquiring Purchaser Common Stock for his own account (and not for the account of others) for investment and not with a view to the distribution thereof, and he may not sell or other resale restrictions applicable to such Shares and Warrants which restrict the ability otherwise dispose of the Purchaser Common Stock without either filing a registration statement under the Securities Act of 1933 (U.S.) as amended, filing a prospectus under the Securities Act (Ontario), or any beneficial purchaser for whom it is contracting hereunderan exemption therefrom, and the certificate or certificates representing such shares may contain a legend to the foregoing effect; (b) by virtue of his position, each Stockholder has access to resell the Shares kind of financial and Warrants, that other information about the Purchaser as would be contained in a registration statement filed under the Securities Act of 1933 (or any beneficial purchaser for whom it is contracting hereunderU.S.) is solely responsible to find out what these restrictions are as amended and in a prospectus under the Securities Act (Ontario); and (c) he will indemnify and hold the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions and harmless from all liability imposed upon the Purchaser is aware that it (by reason of any sale, pledge, transfer or any beneficial purchaser for whom it is contracting hereunder) may not be able to resell the Shares or Warrants except in accordance with limited exemptions under applicable securities laws. For purposes of complying other dealing with the securities laws and National Instrument 45-102 - Resale of Securities, Purchaser Common Stock by the Purchaser and each beneficial purchaser, if any, understands and acknowledges that upon Stockholder in such circumstances as to make the issuance of Purchaser Common Stock under this Agreement no longer a transaction exempt from the Shares and Warrants and the Shares issuable on exercise registration requirements of the WarrantsSecurities Act of 1933, if exercised prior to as amended, any applicable state securities laws, or the date that is four months and one day following the Closing Date, the certificates representing the Shares, Warrants and the Shares issuable on exercise of the Warrants, shall bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE]Securities Act (Ontario).”

Resale Restrictions. 8.1 The Purchaser understands and acknowledges that the Purchaser's Special Warrants and, if the Purchaser's Special Warrants are exercised before the Qualification Date, the Unit Shares and each beneficial purchaser for whom it is contracting hereunderUnit Warrants issued pursuant thereto, will be subject to certain resale restrictions under applicable securities legislation and that the certificates representing the Securities will bear a legend to that effect. The Purchaser also acknowledges that its has been advised by to consult with its own legal advisors with respect to trading in regarding the Shares and Warrants and with respect to the applicable resale restrictions imposed by the applicable securities laws of the province in which the Purchaser or any beneficial purchaser for whom it is contracting hereunder resides and other applicable securities laws, and acknowledges that no representation has been made respecting the applicable hold periods imposed by the securities laws or other resale restrictions applicable to such Shares and Warrants which restrict the ability of the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) to resell the Shares and Warrants, that the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible to find out what these restrictions are and the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible (and neither the Company Issuer nor the Agent is not in any way manner responsible) for compliance complying with applicable resale restrictions such restrictions. The Purchaser covenants and agrees to sell, assign or transfer the Purchaser is aware that it (or any beneficial purchaser for whom it is contracting hereunder) may not be able to resell the Shares or Warrants except Securities only in accordance with limited exemptions under applicable securities lawsthe Securities Acts and such legend. For purposes of complying with the securities laws THE PURCHASER FURTHER UNDERSTANDS AND ACKNOWLEDGES THAT THE ISSUER IS NOT CURRENTLY A "REPORTING ISSUER" UNDER CANADIAN SECURITIES LAWS AND THAT THE SPECIAL WARRANTS AND THE UNIT SHARES AND UNIT WARRANTS ISSUABLE UPON THE EXERCISE OF THE SPECIAL WARRANTS MAY NOT BE SOLD IN THE QUALIFYING PROVINCES EXCEPT PURSUANT TO EXEMPTIONS FROM THE PROSPECTUS REQUIREMENTS OF THE CANADIAN SECURITIES LAWS. 8.2 The offer and National Instrument 45-102 - Resale of Securities, the Purchaser and each beneficial purchaser, if any, understands and acknowledges that upon the issuance sale of the Shares and Special Warrants has been made, and the Shares issuable on sale of shares of common stock upon exercise of Unit Warrants will be made, in reliance upon Regulation S promulgated by the Warrants, if exercised prior to SEC under the date that is four months and one day following the Closing Date, the certificates representing the Shares, Warrants and the Shares issuable on exercise Securities Act of the Warrants, shall bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE]1933 ("1933 Act").”

Resale Restrictions. The Shares are being transferred in an offshore transaction pursuant to exemptions to securities laws and none of the shares of Common Stock being transferred by Seller have been registered under the Securities Act, or under any state securities or "blue sky" laws of any state of the United States, and, unless so registered, none of the shares of Common Stock being purchased by Purchaser may be offered or sold by the Purchaser, and each beneficial purchaser for whom it is contracting hereunderexcept pursuant to an effective registration statement under the Securities Act, has been advised by its own legal advisors with respect or pursuant to trading an exemption from, or in a transaction not subject to, the Shares and Warrants and with respect to the resale restrictions imposed by the applicable securities laws registration requirements of the province Securities Act and in which the Purchaser or any beneficial purchaser for whom it is contracting hereunder resides and other applicable securities laws, and acknowledges that no representation has been made respecting the applicable hold periods imposed by the securities laws or other resale restrictions applicable to such Shares and Warrants which restrict the ability of the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) to resell the Shares and Warrants, that the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible to find out what these restrictions are and the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions and the Purchaser is aware that it (or any beneficial purchaser for whom it is contracting hereunder) may not be able to resell the Shares or Warrants except each case only in accordance with limited exemptions under applicable state securities laws. For purposes Purchaser represents (i) it is not a "U.S. person" as defined in Rule 902 of complying with Regulation S; (ii) it is not organized or incorporated under the laws of any United States jurisdiction; (iii) it was not formed for the purpose of investing in securities laws not registered under the Securities Act; (iv) the Purchaser's principal place of business is located outside of the United States, and National Instrument 45-102 - Resale (v) at the time of Securitiesentering into this Agreement and at Closing, the Purchaser was located and each beneficial purchaser, if any, understands and acknowledges that upon residing outside the issuance of the Shares and Warrants and the Shares issuable on exercise of the Warrants, if exercised prior to the date that is four months and one day following the Closing Date, the United States. All certificates representing the SharesShares issued on closing will be endorsed with restrictive legends substantially in the same form as follows pursuant to the 1933 Act, Warrants and in order to reflect the fact that the Shares issuable on exercise are restricted securities and will be issued to the Purchasers pursuant to an exemption from the registration requirements of the Warrants1933 Act: THE SECURITIES REPRESENTED HEREBY HAVE BEEN TRANSFERRED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, shall bear the following legend: “AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS PERMITTED SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER SECURITIES LEGISLATIONTHE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE HOLDER REGISTRATION REQUIREMENTS OF THIS SECURITY MUST THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT TRADE BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITY BEFORE [DATE THAT IS FOUR MONTHS 1933 ACT. "UNITED STATES" AND ONE DAY AFTER "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE CLOSING DATE]1933 ACT.”

Resale Restrictions. The Purchaser, and each beneficial purchaser for whom it is contracting hereunder, has have been advised by its to consult their own legal advisors with respect to trading in the Purchaser’s Securities, the Common Shares and Warrants issuable upon exercise thereof and the Warrant Shares issuable upon exercise of the Warrants and with respect to the resale restrictions imposed by the applicable securities laws Securities Laws of the province in which the Purchaser or any beneficial purchaser for whom it is contracting hereunder resides and other applicable securities laws, and acknowledges that no representation has been made respecting the applicable hold periods imposed by the securities laws Securities Laws or other resale restrictions applicable to such Shares and Warrants securities which restrict the ability of the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) to resell the Shares and Warrantssuch securities, that the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible to find out what these restrictions are and the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible (and neither the Company is not nor the Underwriters are in any way responsible) for compliance with applicable resale restrictions and the Purchaser is aware that it (or any beneficial purchaser for whom it is contracting hereunder) may not be able to resell such securities (or the Common Shares or and Warrants issuable upon exercise of the Subscription Receipts and the Warrant Shares issuable upon exercise of the Warrants) except in accordance with limited exemptions under the Securities Laws and other applicable securities laws. For purposes of complying with the securities laws and National Instrument 45-102 - Resale of Securities, the Purchaser and each beneficial purchaser, if any, understands and acknowledges that upon the issuance of the Shares and Warrants and the Shares issuable on exercise of the Warrants, if exercised prior to the date that is four months and one day following the Closing Date, the certificates representing the Shares, Warrants and the Shares issuable on exercise of the Warrants, shall bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE].”;

Resale Restrictions. (a) The PurchaserVendor acknowledges and agrees that, to the extent that the Consideration Shares shall be subject to resale restrictions under Securities Laws, then the terms of such resale restrictions shall be endorsed on the certificates representing such Consideration Shares as a printed legend, and each beneficial purchaser for whom it is contracting hereunder, has been advised by its own legal advisors with respect to trading in the Consideration Shares and Warrants and with respect to the resale restrictions imposed by the applicable securities laws of the province in which the Purchaser or any beneficial purchaser for whom it is contracting hereunder resides and other applicable securities laws, and acknowledges that no representation has been made respecting the applicable hold periods imposed by the securities laws or other resale restrictions applicable to such Shares and Warrants which restrict the ability of the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) to resell the Shares and Warrants, that the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible to find out what these restrictions are and the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions and the Purchaser is aware that it (or any beneficial purchaser for whom it is contracting hereunder) may not be able to resell the Shares sold, transferred or Warrants otherwise disposed except in accordance with limited exemptions under applicable securities laws. For purposes of complying with the securities laws and National Instrument 45-102 - Resale of Securitiesfrom, or in a transaction not subject to, the Purchaser prospectus and each beneficial purchaser, if any, understands and acknowledges that upon the issuance registration requirements of the Shares Securities Laws and Warrants and the Shares issuable on exercise of the Warrants, if exercised prior in each case only in accordance with all Securities Laws. The Vendor agrees to the date that is four months and one day following the Closing Date, the comply with such resale restrictions. (b) The certificates representing the Shares, Warrants Consideration Shares (and the Shares issuable on exercise of the Warrants, any certificates issued in exchange therefor or substitution thereof) shall bear a legend substantially in the form of the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT THE DATE THAT IS FOUR MONTHS AND ONE A DAY AFTER THE CLOSING DISTRIBUTION DATE]. THESE SECURITIES HAVE NOT AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) IN COMPLIANCE WITH REGULATION S UNDER THE 1933 ACT, (2) PURSUANT TO REGISTRATION UNDER THE 1933 ACT, OR (3) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT, AND, IN EACH CASE, IN COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES LAWS, AFTER THE SELLER FURNISHES TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE OF EXEMPTION IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION TO SUCH EFFECT. HEDGING TRANSACTIONS INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.”

Resale Restrictions. The PurchaserEach Partner understands and agrees that the Purchaser Common Stock will be issued to the Partners under an exemption from the prospectus requirements in Quebec and an exemption from the registration statement requirement in the United States, and the Purchaser Common Stock have not been registered under the Securities Act of 1933 (U.S.) as amended, under the Securities Act (Quebec), or under any other securities laws. Accordingly, each beneficial purchaser for whom it is contracting hereunder, has been advised by its own legal advisors with respect to trading Partner may not sell or otherwise dispose of the Purchaser Common Stock in the Shares and Warrants and absence of compliance with respect to the resale restrictions imposed by the applicable securities laws of the province in which the Purchaser or any beneficial purchaser for whom it is contracting hereunder resides and other applicable securities laws, and acknowledges each Partner understands that no representation has been made respecting the applicable hold periods imposed by Purchaser Common Stock being issued to the Partners will be restricted securities laws subject to Rule 144 of the Securities Act of 1933 (U.S.) as amended and may be subject to a resale restriction for an indefinite period of time in Quebec. For greater certainty, each Partner understands and agrees that: (a) he is acquiring Purchaser Common Stock for his own account (and not for the account of others) for investment and not with a view to the distribution thereof, and he may not sell or other resale restrictions applicable to such Shares and Warrants which restrict the ability otherwise dispose of the Purchaser Common Stock without either filing a registration statement under the Securities Act of 1933 (U.S.) as amended, filing a prospectus under the Securities Act (Quebec), or any beneficial purchaser for whom it is contracting hereunderan exemption therefrom, and the certificate or certificates representing such shares may contain a legend to the foregoing effect; (b) by virtue of his position, each Partner has access to resell the Shares kind of financial and Warrants, that other information about the Purchaser as would be contained in a registration statement filed under the Securities Act of 1933 (or any beneficial purchaser for whom it is contracting hereunderU.S.) is solely responsible to find out what these restrictions are as amended and in a prospectus under the Securities Act (Quebec); and (c) he will indemnify and hold the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions and harmless from all liability imposed upon the Purchaser is aware that it (by reason of any sale, pledge, transfer or any beneficial purchaser for whom it is contracting hereunder) may not be able to resell the Shares or Warrants except in accordance with limited exemptions under applicable securities laws. For purposes of complying other dealing with the securities laws and National Instrument 45-102 - Resale of Securities, Purchaser Common Stock by the Purchaser and each beneficial purchaser, if any, understands and acknowledges that upon Partner in such circumstances as to make the issuance of Purchaser Common Stock under this Agreement no longer a transaction exempt from the Shares and Warrants and the Shares issuable on exercise registration requirements of the WarrantsSecurities Act of 1933, if exercised prior to as amended, any applicable state securities laws, or the date that is four months and one day following the Closing Date, the certificates representing the Shares, Warrants and the Shares issuable on exercise of the Warrants, shall bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE]Securities Act (Quebec).”

Resale Restrictions. The Purchaser, and each beneficial purchaser for whom it is contracting hereunder, has been advised by its own legal advisors with respect to trading in the Consideration Shares and Warrants and with respect the Milestone Shares will be subject to the following resale restrictions: (a) the Consideration Shares and the Milestone Shares will be subject to restrictions imposed by the on resale in accordance with applicable securities laws of the province in which the Purchaser or any beneficial purchaser for whom it is contracting hereunder resides Canadian and other applicable United States securities laws, and acknowledges that no representation has been made respecting the applicable hold periods imposed by the securities laws or other resale which restrictions applicable to such Shares and Warrants which restrict may limit the ability of the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) holder to resell trade the Consideration Shares and WarrantsMilestone Shares in Canada for a period of time following issuance as well as to other United States residents; (b) until such time as Tactical becomes a reporting issuer in at least one jurisdiction of Canada, that the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible to find out what these restrictions are Consideration Shares and the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions and the Purchaser is aware that it (or any beneficial purchaser for whom it is contracting hereunder) Milestone Shares may not be able to resell transferred without the Shares or Warrants except in accordance with limited exemptions under applicable securities laws. For purposes of complying with the securities laws and National Instrument 45-102 - Resale of Securities, the Purchaser and each beneficial purchaser, if any, understands and acknowledges that upon the issuance prior approval of the board of directors of Tactical; and (c) the Consideration Shares will be subject to additional restrictions on resale in the following aggregate amounts and Warrants and until the Shares issuable on exercise following dates: (A) 200,000 of the Warrants, if exercised prior Consideration Shares shall be subject to restrictions or resale until the date that which is four twelve (12) months and one day following from the Closing Date; (B) a further 200,000 of the Consideration Shares shall be subject to restrictions on resale until the date which is fifteen (15) months from the Closing Date; (C) a further 200,000 of the Consideration Shares shall be subject to restrictions on resale until the date which is eighteen (18) months from the Closing Date; (D) a further 200,000 of the Consideration Shares shall be subject to restrictions on resale until the date which is twenty-one (21) months from the Closing Date; and (E) a further 200,000 of the Consideration Shares shall be subject to restrictions on resale until the date which is twenty-four (24) months from the Closing Date. During such time as any applicable Consideration Shares are subject to restrictions on resale, without the prior consent of Tactical, the certificates representing holder may not sell, deal in, assign, transfer, dispose of or encumber the applicable Consideration Shares, Warrants and the Shares issuable on exercise in any manner whatsoever, or agree to do any of the Warrantsforegoing, shall bear or enter into any transaction which would have the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE]effect of vesting beneficial ownership of the applicable Consideration Shares in another party. Peak further acknowledges that the certificates evidencing any Consideration Shares issued under this Agreement will be legended to reflect the application of these resale restrictions.”

Resale Restrictions. 9.1 The Purchaser, Finder acknowledges that any resale of the Shares will be subject to resale restrictions contained in the Securities Rules applicable to each Finder or proposed transferee and each beneficial purchaser for whom it is contracting hereunder, has been advised by its own legal advisors with respect to trading in the Shares and Warrants and with respect to the resale restrictions imposed by the applicable securities laws responsibility of the province in which the Purchaser or any beneficial purchaser for whom it is contracting hereunder resides and other applicable securities laws, and acknowledges that no representation has been made respecting the applicable hold periods imposed by the securities laws or other resale restrictions applicable to such Shares and Warrants which restrict the ability of the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) to resell the Shares and Warrants, that the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible Finder to find out what these those restrictions are and to comply with them before selling the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible (Securities. 9.2 The Finder acknowledges and agrees that the Company is not in any way responsible) for compliance with applicable resale restrictions and the Purchaser is aware that it (or any beneficial purchaser for whom it is contracting hereunder) may not be able to resell the Shares or Warrants except in accordance with limited exemptions under applicable securities laws. For purposes of complying with the securities laws and National Instrument 45-102 - Resale of Securities, the Purchaser and each beneficial purchaser, if any, understands and acknowledges that upon the issuance of the Unit Shares and Warrants and any Warrant Shares acquired on the Shares issuable on exercise of the WarrantsWarrants will be subject to such trade and resale restrictions as may be imposed by operation of applicable Securities Rules, if exercised and the certificates representing the Unit Shares, the Warrants and any of the Warrant Shares acquired on the exercise of the Warrants will bear such legends as may be required by applicable Securities Rules and by the rules and policies of the TSX. The Finder further acknowledges and agrees that it is the Finder’s obligation to comply with the trade restrictions in all of the applicable jurisdictions and the Finder’s obligation to comply with the trade restrictions except as provided for herein. In this regard, the Finder acknowledges that such trade restrictions provide that the Finder must hold and not sell, transfer or in any manner dispose (collectively, the “Disposition”) of the Unit Shares, the Warrants or any of the Warrant Shares acquired on the exercise of the Warrants in British Columbia prior to midnight on the date that is four months and one day following month anniversary of the Closing Date, unless the certificates representing Finder has obtained the Shares, Warrants and the Shares issuable on exercise prior written consent of the Warrants, shall bear TSX to the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE]Disposition and unless the Disposition is made in accordance with all applicable Securities Rules. The Finder further acknowledges to the Corporation that this section 9.2 constitutes sufficient notice of the applicable hold periods.”

Resale Restrictions. (a) The PurchaserStockholders acknowledge and agree that the shares of Parent Common Stock issued pursuant to this Agreement have not been registered under the Securities Act or any state securities Law, and each beneficial purchaser that such shares to be received by them are being acquired solely for whom it their own account, for investment and not with a view to the sale or distribution thereof. The Stockholders hereby agree not to offer, sell, hypothecate, pledge or otherwise transfer, pledge or hypothecate such shares unless and until registered under the Securities Act and any applicable state securities Law or unless such offer, sale, transfer, pledge or hypothecation is contracting hereunderexempt from registration or is otherwise in compliance with the Securities Act and such Laws. The Stockholders acknowledge that, has been advised by its own legal advisors with respect to trading except as provided in the Shares and Warrants and with respect to the resale restrictions imposed by the applicable securities laws of the province in which the Purchaser or any beneficial purchaser for whom it is contracting hereunder resides and other applicable securities laws, and acknowledges that no representation has been made respecting the applicable hold periods imposed by the securities laws or other resale restrictions applicable to such Shares and Warrants which restrict the ability of the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) to resell the Shares and Warrants, that the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible to find out what these restrictions are and the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions and the Purchaser is aware that it (or any beneficial purchaser for whom it is contracting hereunder) may not be able to resell the Shares or Warrants except in accordance with limited exemptions under applicable securities laws. For purposes of complying with the securities laws and National Instrument 45-102 - Resale of SecuritiesRegistration Rights Agreement, the Purchaser Stockholders have no right to require Parent to register shares of Parent Common Stock. The Stockholders understand and agree that each beneficial purchaser, if any, understands and acknowledges that upon the issuance certificate representing shares of the Shares and Warrants and the Shares issuable on exercise of the Warrants, if exercised prior to the date that is four months and one day following the Closing Date, the certificates representing the Shares, Warrants and the Shares issuable on exercise of the Warrants, Parent Common Stock received hereunder shall bear the following legendlegends: “UNLESS PERMITTED "THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY AN AGREEMENT ON FILE AT THE OFFICES OF THE CORPORATION." "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES LEGISLATIONACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS." and the Stockholders agree to transfer shares of Parent Common Stock only in accordance with the provisions of such legends. In addition, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE]such Stockholders agree that Parent shall instruct the transfer agent to only transfer the Parent Common Stock pursuant to these provisions.” (b) In the event the shares of Parent Common Stock received by the Stockholders hereunder cease to be restricted for purposes of the Securities Act, upon request of a Stockholder and surrender of the certificate bearing such legends, Parent or its designated agent will reissue such certificates to such Stockholder without such legends.

Resale Restrictions. The Purchaser understands and acknowledges that the Purchaser, ’s Units and each beneficial purchaser for whom Underlying Securities will be subject to certain resale restrictions under applicable securities laws and the Purchaser agrees to comply with such restrictions. The Purchaser also acknowledges that it is contracting hereunder, has been advised by to consult its own legal advisors with respect to trading in the Shares and Warrants and with respect to the applicable resale restrictions imposed by the applicable securities laws of the province in which the Purchaser or any beneficial purchaser for whom and that it is contracting hereunder resides and other applicable securities laws, and acknowledges that no representation has been made respecting the applicable hold periods imposed by the securities laws or other resale restrictions applicable to such Shares and Warrants which restrict the ability of the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) to resell the Shares and Warrants, that the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible to find out what these restrictions are and the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible (and the Company Corporation is not in any way manner responsible) for compliance complying with applicable resale restrictions and such restrictions. Without limiting the foregoing, in particular, the Purchaser is aware that it (or if applicable, any beneficial purchaser others for whom it the Purchaser is contracting hereunder) may not be able acknowledges that the Purchaser has been independently advised as to resell or is aware of the restrictions with respect to trading in, and the restricted period or statutory hold period applicable to, the Shares, the Warrants and the Warrant Shares or Warrants except in accordance with limited exemptions under applicable securities laws. For purposes of complying with imposed by the securities laws and National Instrument 45-102 - Resale of Securities, the jurisdiction in which the Purchaser resides or to which the Purchaser is subject and each beneficial purchaserby the rules, if any, understands regulations and acknowledges that upon the issuance policies of the Shares and Warrants and the Shares issuable Exchanges, that a suitable legend or legends will be placed on exercise of the Warrants, if exercised prior to the date that is four months and one day following the Closing Date, the certificates representing the Shares, the Warrants and, if necessary, the Warrant Shares to reflect the applicable restricted period and statutory hold period to which the Shares, the Warrants and, if applicable, the Warrant Shares issuable on exercise are subject, and that the Purchaser is hereby advised that during such period, as applicable, such securities cannot be traded through the facilities of the Warrants, shall bear Exchanges as such securities are not freely transferable and consequently delivery of the following legend: certificate representing such securities will not constitute “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE]good delivery” in settlement of transactions on either Exchange and that the Exchanges will deem the Purchaser to be responsible for any loss incurred on a sale made by the Purchaser in such securities.”

Resale Restrictions. The PurchaserSubscriber acknowledges that (i) the Securities have not been registered under the Securities Act or the securities statutes of any state or other jurisdiction, (ii) the Securities have the status of securities acquired in a transaction under Section 4(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder by the SEC, and each beneficial purchaser for whom it is contracting hereunder, has been advised by its own legal advisors with respect to trading in the Shares and Warrants and with respect to the resale restrictions imposed by the under applicable securities laws of the province in which the Purchaser or any beneficial purchaser for whom it is contracting hereunder resides and other applicable state securities laws, and acknowledges (iii) the Securities are “restricted securities” (as that no representation has been made respecting term is defined in Rule 144(a)(3) under the applicable hold periods imposed by Securities Act), (iv) therefore, the securities laws or other resale restrictions applicable to such Shares and Warrants which restrict the ability of the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) to resell the Shares and Warrants, that the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible to find out what these restrictions are and the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible Securities cannot be resold (and the Company is Subscriber covenants that the Subscriber will not in any way responsibleresell them) for compliance with applicable resale restrictions and the Purchaser is aware that it (or any beneficial purchaser for whom it is contracting hereunder) may not be able to resell the Shares or Warrants except in accordance with limited exemptions unless they are registered under applicable securities laws. For purposes of complying with the federal and state securities laws (including the Securities Act) or unless exemptions from all such applicable registration requirements are available, and National Instrument 45-102 - Resale of Securities(v) consequently, the Purchaser and each beneficial purchaser, if any, Subscriber must bear the economic risk of investment for an indefinite period of time. The Subscriber further understands and acknowledges that upon the issuance of the Shares Securities has not been and Warrants and will not be reviewed by, passed on, or submitted to the Shares issuable on exercise SEC, nor has the SEC or any other agency made any finding or determination as to the fairness of an investment in the Securities, nor any recommendation or endorsement of the WarrantsSecurities. The Subscriber will not sell or otherwise transfer any of the Securities without either the prior registration of the Securities under the Securities Act and all other applicable statutes, if exercised prior to or applicable exemptions from the date registration requirements of each of those statutes, and unless and until the Company has determined, by obtaining the advice of counsel or otherwise, that is four months and one day following the Closing Date, intended disposition will not violate the certificates Securities Act or any applicable state securities law. The Subscriber understands that any certificate or book entry representing the Shares, Warrants and the Shares issuable on exercise of the Warrants, shall Securities may bear the following legendlegend or one substantially similar thereto: “UNLESS PERMITTED THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES LEGISLATIONACT OF 1933, AS AMENDED, OR ANY OTHER APPLICABLE SECURITIES LAW, AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF REGISTRATION THEREUNDER OR AN EXEMPTION THEREFROM. THE SALE OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO RESTRICTIONS AS SET FORTH IN THE SUBSCRIPTION AGREEMENT BY AND BETWEEN THE COMPANY AND THE HOLDER OF THIS SECURITY MUST NOT TRADE CERTIFICATE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECURITY BEFORE [DATE THAT IS FOUR MONTHS AND ONE DAY AFTER SECRETARY OF THE CLOSING DATE]COMPANY.”

Resale Restrictions. 6.1 The PurchaserSubscriber acknowledges that the Units, and each beneficial purchaser for whom it is contracting hereunder, has been advised by its own legal advisors with respect to trading in the Shares and Warrants and with respect are being issued pursuant to the resale restrictions imposed by registration and prospectus requirements of the applicable securities laws of and that, as a result, the province in which Shares, the Purchaser or any beneficial purchaser for whom it is contracting hereunder resides Warrants and other the Warrant Shares will be subject to restrictions on resale imposed by applicable securities laws, and acknowledges that no representation has been made respecting the applicable hold periods imposed by the securities laws or other resale restrictions applicable to such Shares and Warrants which restrict the ability of the Purchaser legislation until: (or any beneficial purchaser for whom it is contracting hereundera) to resell the Shares and Warrants, that the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible to find out what these restrictions are and the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible (and the Company is not in any way responsible) for compliance with all applicable resale restrictions have been satisfied and the Purchaser is aware that it (or any beneficial purchaser for whom it is contracting hereunder) may not be able to resell the Shares or Warrants except applicable statutory hold period has expired in accordance with limited exemptions NI 45-102; (b) a further statutory exemption under NI 45-106 or the applicable securities legislation is available to the Subscriber; (c) an appropriate discretionary order under applicable securities laws. For purposes of complying with legislation is obtained; or (d) the securities laws and National Instrument Subscriber, if a control person, has satisfied all conditions relating to sales by control persons set out in NI 45-102 - Resale of Securities, or the Purchaser and each beneficial purchaser, if any, applicable securities legislation. 6.2 The Subscriber understands and acknowledges that upon the issuance of the Shares and Warrants and comprising the Units, all the certificates representing the Shares issuable on exercise of the Warrantsand Warrants and, if exercised issued prior to the date that is four months and plus one day following the Closing Datedate of issuance, the certificates representing the Warrant Shares, Warrants and the Shares issuable on exercise as well as all certificates issued in exchange for or in substitution of the Warrantsforegoing securities, shall bear the following legendlegends: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [DATE THAT IS FOUR MONTHS insert the date that is four months and a day after the distribution date].” “WITHOUT PRIOR WRITTEN APPROVAL OF THE EXCHANGE AND ONE DAY AFTER COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE CLOSING DATESECURITIES REPRESENTED BY THIS CERTIFICATE [and, for the Warrants: AND THE SECURITIES ISSUED ON THE EXERCISE OF SUCH SECURITIES] MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BEENFIT OF A CANADIAN RESIDENT UNTIL [insert the date that is four months and a day after the distribution date].” 6.3 The Subscriber acknowledges that the Warrants will be non-transferable.

Resale Restrictions. The PurchaserHolder acknowledges and agrees that whatever period determined appropriate by the Company, underwriter, or federal and each beneficial purchaser state regulatory officials including, but not limited to, the Securities and Exchange Commission, National Association of Securities Dealers and NASDAQ, following the effective date of a registration statement of the Company covering common stock (or other securities) of the Company to be sold on its behalf in an underwriting, Holder will not sell or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) Shares of the Company held by Xxxxxx at any time during such period except securities included in that registration. Xxxxxx acknowledges and agrees that if for whom it is contracting hereunderpurposes of a registration statement of the Company the underwriter or federal or state regulatory officials fix a specific Common Stock or Warrant lockup period, has been advised by its own legal advisors with respect such fixed lockup period shall apply to trading in Holder under this Agreement. Dated November 27th, 2000 Dated: November 27, 2000 /s/ signed /s/ Xxx Xxx By: By: Authorized Representative Xxx Xxx TO: LIFE SYSTEMS CORP. Attention: Corporate Secretary Effective as of today, ________________, 200_, the undersigned ("Holder") hereby elects to purchase ______________ shares ("Shares") of the Common Stock of Life Systems Corporation ("Company") pursuant Warrant dated November 27, 2000 ("Warrant"). Holder herewith delivers to the Company the full purchase price for the Shares and Warrants and of $_____________, as required by the Warrant. Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) of the Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the resale restrictions imposed by Shares, notwithstanding the applicable securities laws exercise of the province in Warrant. The Shares shall be issued to the Holder as soon as practicable after exercise of the Warrant. No adjustment will be made for a dividend or other right for which the Purchaser record date is prior to the date of issuance. Holder understands that Holder may suffer adverse tax consequences as a result of Xxxxxx's purchase or any beneficial purchaser for whom it is contracting hereunder resides and other applicable securities laws, and acknowledges that no representation has been made respecting the applicable hold periods imposed by the securities laws or other resale restrictions applicable to such Shares and Warrants which restrict the ability disposition of the Purchaser (or Shares. Holder represents that Xxxxxx has consulted with any beneficial purchaser for whom it is contracting hereunder) to resell the Shares and Warrants, that the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible to find out what these restrictions are and the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible (and the Company is not tax consultants Holder deems advisable in any way responsible) for compliance with applicable resale restrictions and the Purchaser is aware that it (or any beneficial purchaser for whom it is contracting hereunder) may not be able to resell the Shares or Warrants except in accordance with limited exemptions under applicable securities laws. For purposes of complying connection with the securities laws and National Instrument 45-102 - Resale of Securities, the Purchaser and each beneficial purchaser, if any, understands and acknowledges that upon the issuance purchase or disposition of the Shares and Warrants and that Holder is not relying on the Shares issuable on exercise of the WarrantsCompany for any tax advice. Submitted by: Accepted by: Signature By Print Name Its Address: Address: Date Received: BETWEEN: Life Systems Corp. ("Company") a Nevada corporation AND: Xxx Xxx ("Holder") Box 356424 Seattle WA, if exercised prior to the date that is four months and one day following the Closing Date, the certificates representing the Shares, Warrants and the Shares issuable on exercise of the Warrants, shall bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE].”98195-6424

Resale Restrictions. The PurchaserNone of the shares of Common Stock owned by Seller have been registered under the Securities Act, and each beneficial purchaser for whom it is contracting hereunderor under any state securities or “blue sky” laws of any state of the United States, has been advised and, unless so registered, none of the shares of Common Stock owned by its own legal advisors with respect to trading in the Shares and Warrants and with respect to the resale restrictions imposed Seller may be offered or sold by the applicable securities laws Seller, except pursuant to an effective registration statement under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the province Securities Act and in which the Purchaser or any beneficial purchaser for whom it is contracting hereunder resides and other applicable securities laws, and acknowledges that no representation has been made respecting the applicable hold periods imposed by the securities laws or other resale restrictions applicable to such Shares and Warrants which restrict the ability of the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) to resell the Shares and Warrants, that the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible to find out what these restrictions are and the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions and the Purchaser is aware that it (or any beneficial purchaser for whom it is contracting hereunder) may not be able to resell the Shares or Warrants except each case only in accordance with limited exemptions under applicable state securities laws. For purposes of complying with the securities laws and National Instrument 45-102 - Resale of Securities, the Purchaser and each beneficial purchaser, if any, understands and acknowledges that upon the issuance of the Shares and Warrants and the Shares issuable on exercise of the Warrants, if exercised prior to the date that is four months and one day following the Closing Date, the All certificates representing the SharesShares issued on closing will be endorsed with restrictive legends substantially in the same form as follows pursuant to the 1933 Act, Warrants and in order to reflect the fact that the Shares issuable on exercise are restricted securities and will be issued to the Purchasers pursuant to a safe harbor from the registration requirements of the Warrants1933 Act: THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, shall bear the following legend: “AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS PERMITTED SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER SECURITIES LEGISLATIONTHE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE HOLDER REGISTRATION REQUIREMENTS OF THIS SECURITY MUST THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT TRADE BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITY BEFORE [DATE THAT IS FOUR MONTHS 1933 ACT. "UNITED STATES" AND ONE DAY AFTER "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE CLOSING DATE]1933 ACT.”

Resale Restrictions. The Purchaser(a) Each of the Stockholders acknowledges and agrees that the shares of Parent Common Stock issued pursuant to this Agreement have not been registered under the Securities Act or any state securities Law, and each beneficial purchaser that such shares to be received by them are being acquired solely for whom it their own account, for investment and not with a view to the sale or distribution thereof. Each of the Stockholders hereby agrees not to offer, sell, hypothecate, pledge or otherwise transfer, pledge or hypothecate such shares unless and until registered under the Securities Act and any applicable state securities Law or unless such offer, sale, transfer, pledge or hypothecation is contracting hereunderexempt from registration or is otherwise in compliance with the Securities Act and such Laws. Each of the Stockholders acknowledges that, has been advised by its own legal advisors with respect to trading except as provided in the Shares and Warrants and with respect Registration Rights Agreement, such Stockholder has no right to the resale restrictions imposed by the applicable securities laws require Parent to register shares of Parent Common Stock. Each of the province in which the Purchaser or any beneficial purchaser for whom it is contracting hereunder resides and other applicable securities laws, and acknowledges that no representation has been made respecting the applicable hold periods imposed by the securities laws or other resale restrictions applicable to such Shares and Warrants which restrict the ability of the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) to resell the Shares and Warrants, that the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible to find out what these restrictions are and the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions and the Purchaser is aware that it (or any beneficial purchaser for whom it is contracting hereunder) may not be able to resell the Shares or Warrants except in accordance with limited exemptions under applicable securities laws. For purposes of complying with the securities laws and National Instrument 45-102 - Resale of Securities, the Purchaser and each beneficial purchaser, if any, Stockholders understands and acknowledges agrees that upon the issuance each certificate representing shares of the Shares and Warrants and the Shares issuable on exercise of the Warrants, if exercised prior to the date that is four months and one day following the Closing Date, the certificates representing the Shares, Warrants and the Shares issuable on exercise of the Warrants, Parent Common Stock received hereunder shall bear the following legendlegends: “UNLESS PERMITTED THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY AN AGREEMENT ON FILE AT THE OFFICES OF THE CORPORATION. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES LEGISLATIONACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS. and such Stockholder agrees to transfer shares of Parent Common Stock only in accordance with the provisions of such legends. In addition, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE]each of the Stockholders agrees that Parent shall instruct the transfer agent to only transfer Parent Common Stock pursuant to these provisions.” (b) In the event the shares of Parent Common Stock received by any Stockholder hereunder cease to be restricted for purposes of the Securities Act, upon request of such Stockholder and surrender of the certificate bearing such legends, Parent or its designated agent will promptly reissue such certificates to such Stockholder without such legends.

Resale Restrictions. The Purchaser understands and acknowledges that the Purchaser, 's Common Shares will be subject to certain resale restrictions under applicable Canadian Securities Laws and each beneficial purchaser for whom U.S. Securities Laws and the Purchaser agrees to comply with such restrictions. The Purchaser also acknowledges that it is contracting hereunder, has been advised by to consult its own legal advisors with respect to trading in the Shares and Warrants and with respect to the applicable resale restrictions imposed by the applicable securities laws of the province in which the Purchaser or any beneficial purchaser for whom and that it is contracting hereunder resides and other applicable securities laws, and acknowledges that no representation has been made respecting the applicable hold periods imposed by the securities laws or other resale restrictions applicable to such Shares and Warrants which restrict the ability of the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) to resell the Shares and Warrants, that the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible to find out what these restrictions are and the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible (and neither the Company is not Corporation nor the Agent are in any way manner responsible) for compliance complying with applicable resale restrictions and the Purchaser is aware that it (or any beneficial purchaser for whom it is contracting hereunder) may not be able to resell the Shares or Warrants except in accordance with limited exemptions under applicable securities lawssuch restrictions. For purposes of complying with the securities laws Canadian Securities Laws and National Multilateral Instrument 45-102 - Resale of Securities, and the Purchaser and each beneficial purchaser, if any, understands and acknowledges that upon the their issuance of the Shares and Warrants and the Shares issuable on exercise of the Warrants, if exercised prior to the date that is four months and one day following the Closing Date, the certificates representing the Shares, Warrants and the Common Shares issuable on exercise of the Warrants, shall bear the following legend: “legends: (i) UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST THE SECURITIES SHALL NOT TRADE THE SECURITY SECURITIES BEFORE [THE EARLIER OF (I) THE DATE THAT IS FOUR 12 MONTHS AND ONE A DAY AFTER THE CLOSING DATE THE ISSUER FIRST BECAME A REPORTING ISSUER IN ANY OF ALBERTA, BRITISH COLUMBIA, MANITOBA, NOVA SCOTIA, ONTARIO, QUEBEC AND SASKATCHEWAN, IF THE ISSUER IS A SEDAR FILER; AND (II) THE DATE THAT IS 12 MONTHS AND A DAY AFTER THE LATER OF (A) THE DISTRIBUTION DATE], AND (B) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN THE LOCAL JURISDICTION OF THE PURCHASER OF THE SECURITIES THAT ARE THE SUBJECT OF THE TRADE.”" (ii) THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, HAVE BEEN TAKEN FOR INVESTMENT AND MAY NOT BE SOLD OR OFFERED FOR SALE UNLESS A REGISTRATION STATEMENT UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED WITH RESPECT TO THESE SHARES, IS THEN IN EFFECT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS THEN IN FACT APPLICABLE TO THE OFFER OR SALE." If required by the authorities of any state in connection with the issuance and sale of Common Shares, the legend required by such state authority under applicable "Blue Sky" laws.

Resale Restrictions. (a) The Purchaserstockholders of FP who received shares of AFG Common Stock as Merger Consideration may not offer or sell any shares of AFG Common Stock unless such offer or sale is made (i) pursuant to an effective registration of such AFG Common Stock under the Securities Act of 1933, as amended ("Securities Act"), or (ii) pursuant to an available exemption from the registration requirements of the Securities Act. AFG shall refuse to register the transfer of any AFG Common Stock not made in accordance with this Section 3.5 and each beneficial purchaser for whom it is contracting hereunder, has been advised by such purpose may place stop order instructions with its own legal advisors with respect to trading in the Shares and Warrants and transfer agent with respect to the resale restrictions imposed by AFG Common Stock issued as Merger Consideration. A proposed transfer shall be deemed to comply with this Section 3.5 if the applicable securities laws of the province stockholder delivers to AFG a legal opinion in which the Purchaser or any beneficial purchaser for whom it is contracting hereunder resides form and other applicable securities laws, and acknowledges that no representation has been made respecting the applicable hold periods imposed by the securities laws or other resale restrictions applicable substance satisfactory to such Shares and Warrants which restrict the ability of the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) AFG from counsel reasonably satisfactory to resell the Shares and Warrants, that the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible to find out what these restrictions are and the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions and the Purchaser is aware that it (or any beneficial purchaser for whom it is contracting hereunder) may not be able to resell the Shares or Warrants except in accordance with limited exemptions under applicable securities laws. For purposes of complying with the securities laws and National Instrument 45-102 - Resale of Securities, the Purchaser and each beneficial purchaser, if any, understands and acknowledges that upon the issuance of the Shares and Warrants and the Shares issuable on exercise of the Warrants, if exercised prior AFG to the date effect that is four months and one day following the Closing Date, the certificates such transfer complies with this Section 3.5. (b) Each certificate representing the Shares, Warrants and the Shares issuable on exercise shares of the Warrants, shall AFG Common Stock issued as Merger Consideration will bear the following legendlegend or one substantially similar thereto: “UNLESS PERMITTED "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES LEGISLATIONACT OF 1933, AS AMENDED (THE HOLDER `ACT'), OR ANY APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR THE AVAILABILITY OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE]AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.”"

Resale Restrictions. 7.1 The PurchaserLender acknowledges and agrees that the Note will be subject to such trade restrictions as may be imposed by operation of applicable Securities Laws and that the Company may be required to legend the certificates representing such securities with those restrictions. This will prevent the Lender from reselling these securities except in very limited circumstances. In this regard, the Lender acknowledges that such trade restrictions provide that the Lender must hold and each beneficial purchaser for whom it not sell, transfer or in any manner dispose (collectively, the "Disposition") of the securities before the earlier of the date that is contracting hereunder, has been advised by its own legal advisors with respect to trading 12 months and a day after the Company: (a) becomes a reporting issuer in the Shares and Warrants and with respect to the resale restrictions imposed by the applicable securities laws of the Canadian province in which the Purchaser Lender is resident; or (b) first becomes a reporting issuer in Alberta, British Columbia, Manitoba, Nova Scotia, Ontario, Quebec or any beneficial purchaser for whom Saskatchewan and a SEDAR filer, unless the Disposition is made in accordance with all applicable Securities Laws. The Lender further acknowledges and agrees that it is contracting hereunder resides the Lender's obligation to comply with the trade restrictions in all of the applicable jurisdictions and other the Company offers no advice as to those trade restrictions except as provided for herein. The Lender further acknowledges that it may never be able to resell these securities. 7.2 The Lender acknowledges and agrees that the Warrants comprising the Units and any VMII Shares acquired on the exercise of the Warrants will be subject to such trade restrictions as may be imposed by operation of applicable Securities Laws and applicable US securities laws, and acknowledges that no representation has been made respecting the applicable hold periods imposed by certificates representing the securities laws or other resale restrictions applicable to such Shares and Warrants which restrict the ability of the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) to resell the Shares and Warrants, that the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible to find out what these restrictions are and the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions and the Purchaser is aware that it (or any beneficial purchaser for whom it is contracting hereunder) may not be able to resell the Shares or Warrants except in accordance with limited exemptions under applicable securities laws. For purposes of complying with the securities laws and National Instrument 45-102 - Resale of Securities, the Purchaser and each beneficial purchaser, if any, understands and acknowledges that upon the issuance of the Shares and Warrants and any VMII Shares acquired on the Shares issuable on exercise of the WarrantsWarrants will bear such legends as may be required by applicable Securities Laws and by the rules and policies of the Toronto Stock Exchange. The Lender further acknowledges and agrees that it is the Lender's obligation to comply with the trade restrictions in all of the applicable jurisdictions and the Lender's obligation to comply with the trade restrictions except as provided for herein. In this regard, if exercised the Lender acknowledges that such trade restrictions provide that the Lender must hold and not sell, transfer or in any manner dispose (collectively, the "Disposition") of the Warrants or any VMII Shares acquired on the exercise of the Warrants in British Columbia prior to midnight on the date that is four months and one day following month anniversary of the Closing Date, unless the certificates representing Lender has obtained the Shares, Warrants and the Shares issuable on exercise prior written consent of the Warrants, shall bear TSX to the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE]Disposition and unless the Disposition is made in accordance with all applicable Securities Laws. The Lender further acknowledges to the Company that this paragraph constitutes sufficient notice of the applicable hold periods.”

Resale Restrictions. The Purchaser, Purchaser understands and each beneficial purchaser for whom acknowledges that the Shares will be subject to certain resale restrictions under applicable Securities Laws and the Purchaser agrees to comply with such restrictions. The Purchaser also acknowledges that it is contracting hereunder, has been advised by to consult its own legal advisors with respect to trading in the Shares and Warrants and with respect to the applicable resale restrictions imposed by the applicable securities laws of the province in which the Purchaser or any beneficial purchaser for whom and that it is contracting hereunder resides and other applicable securities laws, and acknowledges that no representation has been made respecting the applicable hold periods imposed by the securities laws or other resale restrictions applicable to such Shares and Warrants which restrict the ability of the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) to resell the Shares and Warrants, that the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible to find out what these restrictions are and the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible (and the Company is not in any way manner responsible) for compliance complying with applicable resale restrictions and the Purchaser is aware that it (or any beneficial purchaser for whom it is contracting hereunder) may not be able to resell the Shares or Warrants except in accordance with limited exemptions under applicable securities lawssuch restrictions. For purposes of complying with the securities laws applicable Securities Laws and National Instrument 45-102 - Resale of Securities, as well as Stock Exchange policies, the Purchaser and each beneficial purchaser, if any, understands and acknowledges that upon the issuance of the Shares and Warrants and the Shares issuable on exercise of the Warrants, if exercised prior to the date that is four months and one day following the Closing Date, when issued all the certificates representing the Shares, Warrants and the Shares issuable on exercise as well as all certificates issued in exchange for or in substitution of the Warrantsforegoing securities, shall will bear the following legendlegends: “"WITHOUT PRIOR WRITTEN APPROVAL OF TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF CANADIAN RESIDENT UNTIL TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A <9>,2014." "UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE]<9>,2014.”" (with the "< >"completed to reflect a date that is four months plus one day following the Closing Date.)

Resale Restrictions. Notwithstanding any other provision of this Agreement, including section 8(e), the Purchaser understands and acknowledges that the Purchased Securities will be subject to certain resale restrictions under applicable Securities Laws and the U.S. Securities Act and the Purchaser agrees to comply with such restrictions. The Purchaser, and each beneficial purchaser for whom Purchaser also acknowledges that it is contracting hereunder, has been advised by to consult its own legal advisors with respect to trading in the Shares and Warrants and with respect to the applicable resale restrictions imposed by the applicable securities laws of the province in which the Purchaser or any beneficial purchaser for whom and that it is contracting hereunder resides and other applicable securities laws, and acknowledges that no representation has been made respecting the applicable hold periods imposed by the securities laws or other resale restrictions applicable to such Shares and Warrants which restrict the ability of the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) to resell the Shares and Warrants, that the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible to find out what these restrictions are and the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible (and the Company is not in any way manner responsible) for compliance complying with such restrictions. Without limiting the foregoing, the Purchaser acknowledges and agrees that none of the Securities may be offered, sold or otherwise transferred in the United States or to or for the account or benefit of a U.S. Person or a person in the United States, unless registered under the U.S. Securities Act and applicable resale state securities laws, or an exemption from registration is available. The Purchaser further understands and acknowledges that the exercise of the Warrants will be subject to certain restrictions under the U.S. Securities Act, and these Securities may not be converted or exercised by or on behalf of any U.S. Person or person in the United States, unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available and the Purchaser is aware agrees to comply with such restrictions. The Purchaser also acknowledges that it (or any beneficial purchaser for whom has been advised to consult its own legal advisors with respect to such restrictions on exercise and that it is contracting hereundersolely responsible (and the Company is not in any manner responsible) may not be able to resell the Shares or Warrants except in accordance for complying with limited exemptions under applicable securities lawssuch restrictions. For purposes of complying with the securities laws and National Instrument 45-102 - Resale of Securitiesapplicable Securities Laws, the Purchaser and each beneficial purchaser, if any, understands and acknowledges that upon the issuance all of the Shares and Warrants and the Shares issuable on exercise of the Warrants, if exercised prior to the date that is four months and one day following the Closing Date, the certificates representing the Common Shares, Warrants and the Shares issuable on exercise of the Warrants, and the Warrant Shares shall bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE •.”, with the “•” completed to reflect a date that is four months plus one day following the Closing Date. The Purchaser acknowledges that the Common Shares, the Warrants and the Warrant Shares are “restricted securities” as defined in Rule 144 of the US Securities Act, and the rules of the SEC provide in substance that the Purchaser may dispose of the Common Shares, the Warrants and the Warrant Shares only pursuant to an effective registration statement under the US Securities Act or an exemption therefrom, and the Purchaser understands that, except as otherwise provided herein, the Company has no obligation or intention to register under the US Securities Act any of the Common Shares, the Warrants and the Warrant Shares purchased by the Purchaser hereunder. As a consequence, the Purchaser understands that a legend in substantially the following form will be placed on the certificates representing the Common Shares, the Warrants, and the Warrant Shares issued in connection with the U.S. Offering: “THE SECURITIES REPRESENTED HEREBY [DATE AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF] HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE ISSUER THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY: (A) TO THE ISSUER, (B) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) INSIDE THE UNITED STATES IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE UNITED STATES FEDERAL OR STATE SECURITIES LAWS, AFTER PROVIDING AN OPINION OF COUNSEL OF RECOGNIZED STANDING REASONABLY SATISFACTORY TO THE ISSUER TO THAT EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS OF STOCK EXCHANGES IN CANADA.” provided, however, that if the securities are being sold in compliance with the requirements of Rule 904 of Regulation S under the U.S. Securities Act at the time when the Company is a Foreign Issuer, the foregoing U.S. legend may be removed by providing a declaration to the Company’s registrar and transfer agent, as set forth in Schedule B hereto (or such other evidence of the availability of an exemption as the Company or its registrar and transfer agent may prescribe from time to time which may include a requirement for an opinion of counsel); provided, that, if any of the Common Shares, the Warrants or the Warrant Shares are being sold pursuant to Rule 144 of the U.S. Securities Act, the legend may be removed by delivery to the Company’s transfer agent of an opinion of counsel of recognized standing in form and substance satisfactory to the Company, to the effect that the legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws. In addition, for purposes of complying with the U.S. Securities Act and applicable U.S. state securities laws, the Purchaser understands and acknowledges that all the certificates representing the Warrants and, until such time as is no longer required under applicable requirements of the U.S. Securities Act or applicable U.S. state securities laws, as well as all certificates issued in exchange for or in substitution of such securities, shall bear the following additional U.S. legend: “NEITHER THE SECURITIES REPRESENTED HEREBY NOR THE COMMON SHARES TO BE ISSUED UPON THEIR EXERCISE HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THESE SECURITIES MAY NOT BE EXCERCISED IN THE UNITED STATES BY OR ON BEHALF OF A U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT) OR A PERSON IN THE UNITED STATES UNLESS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT OR UNLESS AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS FOUR MONTHS AVAILABLE, AND ONE DAY AFTER THE CLOSING DATE]COMPANY HAS RECEIVED AN OPINION OF COUNSEL OF RECOGNIZED STANDING REASONABLY SATISFACTORY TO THE ISSUER TO THAT EFFECT.”” The Purchaser hereby consents to the Company making a notation on its records or giving instructions to any transfer agent of the securities to implement the restrictions on transfer set forth and described herein. The Purchaser further understands and acknowledges that the Company (i) is, subject to section 9(b)(vi), not obligated to remain a Foreign Issuer, (ii) may not, at the time the securities are resold by the undersigned or at any other time, be a Foreign Issuer, and (iii) may engage in one or more transactions that could cause the Company not to be a Foreign Issuer. The Purchaser further understands and acknowledges that the loss of the Company’s Foreign Issuer status would impede the ability of the Purchaser to remove the restrictive U.S. legends from its securities in connection with a resale outside the United States.

Resale Restrictions. The Purchaser(a) Each of the Purchasers understands and acknowledges that (i) the sale or resale of the Shares has not been and, and each beneficial purchaser for whom it is contracting hereunder, has been advised by its own legal advisors with respect to trading except as otherwise provided in the Shares and Warrants and with respect Registration Rights Agreement, is not required to be, registered under the resale restrictions imposed by the applicable securities laws of the province in which the Purchaser 1933 Act or any beneficial purchaser for whom it is contracting hereunder resides and other applicable state securities laws, and acknowledges the Shares may not be transferred unless (a) the Shares are sold pursuant to an effective registration statement under the 1933 Act, (b) the Purchaser shall have delivered to the Company an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that no representation has been the Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, (c) the Shares are sold or transferred to an "affiliate" (as defined in Rule 144 (or a successor rule)) of the Purchaser who agrees to sell or otherwise transfer the Shares only in accordance with this Section 3.3 and who is an accredited investor or (d) the Shares are sold pursuant to Rule 144 or in reliance on Regulation S; (ii) any sale of such Shares made respecting in reliance on Rule 144 or Regulation S may be made only in accordance with the applicable hold periods imposed by terms of said Rule or Regulation and, further, if said Rule or Regulation is not applicable, any resale of such Shares under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Shares under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case, other resale restrictions applicable than as provided herein or in the Registration Rights Agreement). Notwithstanding the foregoing or anything else contained herein to such the contrary, the Shares and Warrants which restrict the ability may be pledged as collateral in connection with a bona fide margin account or other lending arrangement. (b) Each of the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) to resell Purchasers understands and acknowledges that the Shares are deemed to be "restricted securities" as defined in Rule 144 and Warrantswill continue to be deemed to be "restricted securities". (c) Each of the Purchasers understands and acknowledges that until such time as the Shares have been sold pursuant to an effective registration statement under the 1933 Act or may otherwise be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that can then be immediately sold, that the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible to find out what these restrictions are and Shares may bear a restrictive legend in substantially the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible following form (and a stop-transfer order may be placed against transfer of the Company is certificates for such Shares): "The Shares represented by this certificate have not in any way responsible) for compliance with applicable resale restrictions and been registered under the Purchaser is aware that it Securities Act of 1933, as amended (or any beneficial purchaser for whom it is contracting hereunder) the "1933 Act"). The Shares may not be able to resell the Shares resold, transferred or Warrants assigned except in accordance with limited exemptions the provisions of Regulation S under the 1933 Act, pursuant to the registration requirements of the 1933 Act or pursuant to an available exemption from registration." The legend set forth above shall promptly be removed and the Company shall promptly issue a certificate without such legend to the holder of any Shares upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Shares are sold under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that can then be immediately sold or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Shares may be made without registration under the 1933 Act and such sale or transfer is effected. For purposes of complying The Purchaser agrees to sell all Shares, including those represented by a certificate from which the legend has been removed, in compliance with the securities laws and National Instrument 45-102 - Resale of Securities, the Purchaser and each beneficial purchaserapplicable prospectus delivery requirements, if any, understands and acknowledges that upon the issuance of the Shares and Warrants and the Shares issuable on exercise of the Warrants, if exercised prior to the date that is four months and one day following the Closing Date, the certificates representing the Shares, Warrants and the Shares issuable on exercise of the Warrants, shall bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE].”

Resale Restrictions. 8.1 The PurchaserSubscriber understands and acknowledges that the Securities will be subject to resale restrictions under applicable securities laws, the terms of which may be endorsed on the certificates representing such Securities as a printed legend, and each beneficial purchaser for whom the Subscriber agrees to comply with such resale restrictions. The Subscriber also acknowledges that it is contracting hereunder, has been advised by to consult its own independent legal advisors with respect to trading in the Shares and Warrants and advisor with respect to the applicable resale restrictions imposed by the applicable securities laws of the province in which the Purchaser or any beneficial purchaser for whom it is contracting hereunder resides and other applicable securities laws, and acknowledges that no representation has been made respecting the applicable hold periods imposed by the securities laws or other resale restrictions applicable to such Shares and Warrants which restrict the ability of the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) to resell the Shares and Warrants, that the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible to find out what these restrictions are and the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) Subscriber or, if applicable, the Disclosed Principal is solely responsible (and the Company Issuer is not in any way responsible) for compliance complying with applicable resale such restrictions and the Purchaser Issuer is aware that it (or any beneficial purchaser not responsible for whom it is contracting hereunder) may not be able to resell ensuring compliance by the Shares or Warrants except in accordance with limited exemptions under applicable securities laws. For purposes of complying Subscriber or, if applicable, the Disclosed Principal with the securities laws and National Instrument 45-102 - Resale of Securities, the Purchaser and each beneficial purchaser, if any, applicable resale restrictions. 8.2 The Subscriber understands and acknowledges that upon the original issuance thereof, and until such time as the same is no longer required under applicable requirements of applicable securities legislation, the certificates representing the Shares and Warrants comprising the Units and the Warrant Shares issuable on pursuant to the exercise of the Warrants, if exercised prior to the date that is four months and one day following the Closing Date, the all certificates representing the Shares, Warrants and the Shares issuable on exercise of the Warrants, shall issued in exchange therefor or in substitution thereof: (a) will bear the following legendlegend in addition to any other legends that may be required to be endorsed thereon: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [DATE THAT IS FOUR MONTHS ●, 2020”; and (b) may bear the following legend in addition to any other legends that may be required to be endorsed thereon, in accordance with Exchange Policy 1.1 – Interpretation: “WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND ONE DAY AFTER COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE CLOSING DATE]SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL ● , 2020.”” in such case with the ● completed to reflect the date that is four months plus one day following the date on which the Shares and Warrants are issued, or as the case may be, the date the Warrant Shares are issued in exchange therefore or in substitution thereof.

Resale Restrictions. The PurchaserVendors acknowledge and agree that the Consideration Shares will be subject to certain resale restrictions under Applicable Securities Laws, including the Exchange Policies and each beneficial purchaser will be subject to escrow restrictions in whole or in part pursuant to the Exchange Policies. Each Vendor agrees to comply with all such restrictions and further agrees to enter into the requisite form of escrow agreement as may be required by the Exchange. Each Vendor also acknowledges that the certificates for whom it is contracting hereunder, the Consideration Shares will bear a legend or legends respecting restrictions on transfers as required under Applicable Securities Laws and that such Vendor has been advised by to consult its own legal advisors advisor with respect to trading applicable resale restrictions and that it is solely responsible for complying with such restrictions. Each Vendor further acknowledges and agrees: x. Xxxxxx has advised each Vendor that Xxxxxx, in issuing the Consideration Shares, is relying on an exemption from the requirements to provide each Vendor with a prospectus and to sell securities through a person registered to sell securities under the Applicable Securities Laws (the "Exemptions"); b. as a consequence of acquiring the Consideration Shares and Warrants and with respect pursuant to the resale restrictions imposed by the applicable securities laws Exemptions: i. a Vendor is restricted from using certain of the province in which civil remedies available under the Purchaser or any beneficial purchaser for whom it is contracting hereunder resides and other applicable securities lawsApplicable Laws; ii. a Vendor may not receive information that might otherwise be required to be provided to the Vendors, and acknowledges Xxxxxx is relieved from certain obligations that would otherwise apply under the Applicable Securities Laws if the Exemptions were not being relied upon by Xxxxxx; and iii. certain protections, rights and remedies provided by Applicable Securities Laws including statutory rights of rescission or damages, will not be available to the Vendors; c. there is no representation has been made respecting the applicable hold periods imposed by the securities laws government or other resale restrictions applicable to such Shares and Warrants which restrict insurance covering the ability Consideration Shares d. there are risks associated with the acquisition of the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) Consideration Shares; e. there are restrictions on a Vendor’s ability to resell the Consideration Shares and Warrants, that the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible the responsibility of each such Vendor to find out what these those restrictions are and to comply with them before selling the Purchaser (Consideration Shares; and f. no securities commission, stock exchange or any beneficial purchaser for whom it is contracting hereunder) is solely responsible (and similar regulatory authority has reviewed or passed on the Company is not merits of an investment in the Consideration Shares; g. without in any way responsiblelimiting the generality of the foregoing, each Vendor acknowledges that National Instrument 45–102 Resale of Securities of the Canadian Securities Administrators ("NI 45–102") for compliance with applicable resale restrictions provides that the Vendors must hold and the Purchaser is aware that it (or any beneficial purchaser for whom it is contracting hereunder) may not be able to resell sell, transfer or in any manner dispose of the Shares Consideration Shares, as the case may be, in Canada, unless the following conditions are satisfied or Warrants except in accordance with limited exemptions under unless another exemption from applicable securities laws. For purposes of complying with the Canadian securities laws is satisfied: x. Xxxxxx is and National Instrument 45-102 - Resale has been a reporting issuer in a jurisdiction of Securities, Canada for the Purchaser and each beneficial purchaser, if any, understands and acknowledges that upon four months immediately preceding the sale; ii. at least four months have elapsed from the date of issuance of the Consideration Shares, as applicable; iii. the certificate representing such Consideration Shares and Warrants and contains a legend prescribed by NI 45– 102; iv. the Shares issuable on exercise trade is not a "control distribution" (as defined in NI 45–102); v. no unusual effort is made to prepare the market or to create a demand for the security that is the subject of the Warrants, sale; vi. no extraordinary commission or consideration is paid to a Person or company in respect of the sale; and vii. if exercised prior to the date that selling securityholder is four months and one day following the Closing Datean insider or officer of Xxxxxx, the certificates representing the Shares, Warrants and the Shares issuable on exercise selling securityholder has no reasonable grounds to believe that Xxxxxx is in default of the Warrants, shall bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE]Canadian securities legislation.”

Resale Restrictions. The Purchaser, Each of the Securityholders acknowledges and each beneficial purchaser for whom it is contracting hereunder, has been advised by its own legal advisors with respect to trading in agrees as follows: (a) the transfer of the Acquired Corporation Shares and Warrants and with respect to the resale restrictions imposed by the applicable securities laws issuance of the province Consideration Shares in which exchange therefor, will be made pursuant to appropriate exemptions (the Purchaser “Exemptions”) from the formal takeover bid and registration and prospectus (or equivalent) requirements of the Securities Laws; (b) that the Consideration Shares have not been and will not be registered under the U.S. Securities Act or any beneficial purchaser for whom it is contracting hereunder resides and other applicable state securities laws, and acknowledges the U.S. Securityholders will not offer or sell the Consideration Shares unless such securities are registered under the U.S. Securities Act and the laws of all applicable states of the United States or an exemption from such registration requirements is available; (c) that no representation has been made respecting the CSE, in addition to any restrictions on transfer imposed by applicable Securities Laws, may require certain of the Consideration Shares to be held in escrow in accordance with the policies of the CSE. The Acquiror agrees to use commercially reasonable efforts to ensure that the minimum restrictions on transfer permitted by the CSE are imposed on the Consideration Shares and to provide the Securityholders (or the Corporation on behalf of the Secuirtyholders) with the opportunity to make submissions to the CSE in respect of same; (d) as a consequence of acquiring the Consideration Shares pursuant to the Exemptions: (i) the Securityholder may be restricted from using certain of the civil remedies available under the applicable hold periods imposed Securities Laws; (ii) the Securityholder may not receive information that might otherwise be required to be provided to the Securityholder, and the Acquiror is relieved from certain obligations that would otherwise apply under applicable Securities Laws if the Exemptions were not being relied upon by the Acquiror; (iii) no securities laws commission, stock exchange or similar regulatory authority has reviewed or passed on the merits of an investment in the Consideration Shares; (iv) there is no government or other resale restrictions applicable insurance covering the Consideration Shares; and (v) an investment in the Consideration Shares is speculative and of high risk; (e) the certificates representing the Consideration Shares will bear such legends as required by Securities Laws (including but not limited to such Shares the U.S. Securities Act) and Warrants which restrict the ability policies of the Purchaser (or any beneficial purchaser for whom CSE and it is contracting hereunder) to resell the Shares and Warrants, that responsibility of the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible Securityholder to find out what these those restrictions are and to comply with them before selling the Purchaser Consideration Shares; and (f) the Securityholder is knowledgeable of, or any beneficial purchaser for whom it is contracting hereunder) is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions and the Purchaser is aware that it (or any beneficial purchaser for whom it is contracting hereunder) may not be able to resell the Shares or Warrants except in accordance with limited exemptions under applicable securities laws. For purposes of complying with the securities laws and National Instrument 45-102 - Resale of Securitieshas been independently advised as to, the Purchaser Applicable Laws of that jurisdiction which apply to the exchange of the Acquired Corporation Shares and each beneficial purchaser, if any, understands and acknowledges that upon the issuance of the Consideration Shares and Warrants which may impose restrictions on the resale of such Consideration Shares in that jurisdiction and it is the Shares issuable on exercise responsibility of the WarrantsSecurityholder to find out what those resale restrictions are, if exercised prior and to comply with them before selling the date that is four months and one day following the Closing Date, the certificates representing the Consideration Shares, Warrants and the Shares issuable on exercise of the Warrants, shall bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE].”

Resale Restrictions. The Purchaser, and each beneficial purchaser for whom it is contracting hereunder, has been advised by its own legal advisors with respect to trading in the Shares and Warrants and with respect to the resale restrictions imposed by the applicable securities laws Each of the province in which the Purchaser or any beneficial purchaser for whom it is contracting hereunder resides and other applicable securities laws, and acknowledges that no representation has been made respecting the applicable hold periods imposed by the securities laws or other resale restrictions applicable to such Shares and Warrants which restrict the ability of the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) to resell the Shares and Warrants, that the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible to find out what these restrictions are and the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions and the Purchaser is aware that it (or any beneficial purchaser for whom it is contracting hereunder) may not be able to resell the Shares or Warrants except in accordance with limited exemptions under applicable securities laws. For purposes of complying with the securities laws and National Instrument 45-102 - Resale of Securities, the Purchaser and each beneficial purchaser, if any, Pescios understands and acknowledges that upon the issuance Newco Shares have not been, and will not as of the Shares time issued, be registered under the 1933 Act and Warrants and that they will be issued in reliance upon exemptions from the Shares issuable on exercise registration requirements of the Warrants1933 Act, if exercised prior and thus cannot be resold until 12 months after the Effective Date, unless they are included in an effective registration statement filed under the 1933 Act or unless an exemption from registration is available for such resale. With regard to the date restrictions on resales of the Newco Shares, each of the Pescios is aware: (i) that is four months Newco will issue stop transfer orders to its stock transfer agent in the event of attempts to improperly transfer any such Newco Shares; and one day following the Closing Date, the (ii) that a restrictive legend will be placed on certificates representing the Newco Shares, Warrants which legend will read substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR ANY APPLICABLE STATE SECURITIES LAW. NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED OR DISPOSED OF WITHOUT (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE UNITED STATES STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION, (B) RECEIPT BY THE CORPORATION OF AN ACCEPTABLE LEGAL OPINION STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THE CORPORATION OTHERWISE SATISFYING ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION. The legend stated above shall be promptly removed from any certificate representing the Newco Shares, and Newco shall issue a certificate without such legend to the applicable party, if, unless otherwise required by state securities laws: (i) such Newco Shares issuable on exercise are registered for resale under the 1933 Act and are sold in compliance with the requirements of the Warrants1933 Act; (ii) in connection with a sale transaction, such holder provides Newco with an opinion of counsel, in a form reasonably acceptable to Newco, to the effect that a public sale, assignment or transfer of such Newco Shares may be made without registration under the 1933 Act; or (iii) such holder provides Newco with reasonable assurances that such Newco Shares can be sold pursuant to Rule 144 promulgated under the Securities Act without any restriction as to the number of securities acquired as of a particular date that can then be immediately sold. Notwithstanding the removal of the legend stated above in the event the Newco Shares are registered for resale on an effective registration statement, Newco reserves the right to affix a legend on certificates representing such Newco Shares that any selling shareholder must comply with the prospectus delivery requirements of the 1933 Act in connection with any resale. Newco shall bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE]cost of the removal of any legend as anticipated by this Section.”

Resale Restrictions. The Purchaser, (a) Each of the Purchasers understands and each beneficial purchaser for whom it is contracting hereunder, has been advised by its own legal advisors with respect to trading in acknowledges that (i) the sale or resale of the Shares and Warrants and with respect to has not been and, except as otherwise provided herein, is not being, registered under the resale restrictions imposed by the applicable securities laws of the province in which the Purchaser 1933 Act or any beneficial purchaser for whom it is contracting hereunder resides and other applicable state securities laws, and acknowledges the Shares may not be transferred unless (a) the Shares are sold pursuant to an effective registration statement under the 1933 Act, (b) the Purchaser shall have delivered to the Company an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that no representation has been the Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, (c) the Shares are sold or transferred to an "affiliate" (as defined in Rule 144 (or a successor rule)) of the Purchaser who agrees to sell or otherwise transfer the Shares only in accordance with this Section 3.3 and who is an accredited investor or (d) the Shares are sold pursuant to Rule 144 or in reliance on Regulation S; (ii) any sale of such Shares made respecting in reliance on Rule 144 or Regulation S may be made only in accordance with the applicable hold periods imposed by terms of said Rule or Regulation and, further, if said Rule or Regulation is not applicable, any resale of such Shares under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Shares under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case, other resale restrictions applicable than as provided herein). Notwithstanding the foregoing or anything else contained herein to such the contrary, the Shares and Warrants which restrict the ability may be pledged as collateral in connection with a bona fide margin account or other lending arrangement. (b) Each of the Purchaser Purchasers understands and acknowledges that (or any beneficial purchaser for whom it is contracting hereunderi) to resell the Shares are deemed to be "restricted securities" as defined in Rule 144 and Warrantswill continue to be deemed to be "restricted securities" notwithstanding any resale of the Shares pursuant to Regulation S and (ii) it will not engage in hedging transactions involving the Common Stock otherwise than in compliance with the 1933 Act. (c) Each of the Purchasers understands and acknowledges that until such time as the Shares have been sold pursuant to an effective registration statement under the 1933 Act or may otherwise be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that can then be immediately sold, that the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible to find out what these restrictions are and Shares may bear a restrictive legend in substantially the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible following form (and a stop-transfer order may be placed against transfer of the Company is certificates for such Shares): "The Shares represented by this certificate have not in any way responsible) for compliance with applicable resale restrictions and been registered under the Purchaser is aware that it Securities Act of 1933, as amended (or any beneficial purchaser for whom it is contracting hereunder) the "1933 Act"). The Shares may not be able to resell the Shares resold, transferred or Warrants assigned except in accordance with limited exemptions the provisions of Regulation S under the 1933 Act, pursuant to the registration requirements of the 1933 Act or pursuant to an available exemption from registration. Hedging transactions involving the common stock of the issuer of the Shares may not be conducted except in compliance with the 1933 Act." The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Shares upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Shares are sold under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that can then be immediately sold or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Shares may be made without registration under the 1933 Act and such sale or transfer is effected. For purposes of complying The Purchaser agrees to sell all Shares, including those represented by a certificate from which the legend has been removed, in compliance with the securities laws and National Instrument 45-102 - Resale of Securities, the Purchaser and each beneficial purchaserapplicable prospectus delivery requirements, if any, understands and acknowledges that upon the issuance of the Shares and Warrants and the Shares issuable on exercise of the Warrants, if exercised prior to the date that is four months and one day following the Closing Date, the certificates representing the Shares, Warrants and the Shares issuable on exercise of the Warrants, shall bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE].”

Resale Restrictions. The PurchaserVendors acknowledge and agrees that the Payment Shares will be subject to certain resale restrictions under Applicable Securities Laws, including the Exchange Policies and each beneficial purchaser will be subject to escrow restrictions in whole or in part pursuant to the Exchange Policies. Each Vendor agrees to comply with all such restrictions and further agrees to enter into the requisite form of escrow agreement as may be required by the Exchange. Each Vendor also acknowledges that the certificates for whom it is contracting hereunder, the Payment Shares will bear a legend or legends respecting restrictions on transfers as required under Applicable Securities Laws and that such Vendor has been advised by to consult its own legal advisors advisor with respect to trading applicable resale restrictions and that it is solely responsible for complying with such restrictions. Each Vendor further acknowledges and agrees: (a) Pubco has advised each Vendor that Pubco, in issuing the Payment Shares, is relying on an exemption from the requirements to provide each Vendor with a prospectus and to sell securities through a person registered to sell securities under the Applicable Securities Laws (the "Exemptions"); (b) as a consequence of acquiring the Payment Shares and Warrants and with respect pursuant to the resale restrictions imposed by the applicable securities laws Exemptions: (i) a Vendor is restricted from using certain of the province in which civil remedies available under the Purchaser or any beneficial purchaser for whom it is contracting hereunder resides and other applicable securities lawsApplicable Laws; (ii) a Vendor may not receive information that might otherwise be required to be provided to the Vendors, and acknowledges Pubco is relieved from certain obligations that would otherwise apply under the Applicable Securities Laws if the Exemptions were not being relied upon by Pubco; and (iii) certain protections, rights and remedies provided by Applicable Securities Laws including statutory rights of rescission or damages, will not be available to the Vendors; (c) there is no representation has been made respecting the applicable hold periods imposed by the securities laws government or other resale restrictions applicable to such Shares and Warrants which restrict insurance covering the ability Payment Shares (d) there are risks associated with the acquisition of the Purchaser Payment Shares; (or any beneficial purchaser for whom it is contracting hereundere) there are restrictions on a Vendor’s ability to resell the Payment Shares and Warrants, that the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible the responsibility of each such Vendor to find out what these those restrictions are and to comply with them before selling the Purchaser Payment Shares; and (f) no securities commission, stock exchange or any beneficial purchaser for whom it is contracting hereundersimilar regulatory authority has reviewed or passed on the merits of an investment in the Payment Shares; (g) is solely responsible (and the Company is not without in any way responsiblelimiting the generality of the foregoing, each Vendor acknowledges that National Instrument 45–102 Resale of Securities of the Canadian Securities Administrators ("NI 45–102") for compliance with applicable resale restrictions provides that the Vendors must hold and the Purchaser is aware that it (or any beneficial purchaser for whom it is contracting hereunder) may not be able to resell sell, transfer or in any manner dispose of the Shares Payment Shares, as the case may be, in Canada, unless the following conditions are satisfied or Warrants except in accordance with limited exemptions under unless another exemption from applicable securities laws. For purposes of complying with the Canadian securities laws is satisfied: (i) Pubco is and National Instrument 45-102 - Resale has been a reporting issuer in a jurisdiction of Securities, Canada for the Purchaser and each beneficial purchaser, if any, understands and acknowledges that upon four months immediately preceding the sale; (ii) at least four months have elapsed from the date of issuance of the Payment Shares, as applicable; (iii) the certificate representing such Payment Shares and Warrants and contains a legend prescribed by NI 45– 102; (iv) the Shares issuable on exercise trade is not a "control distribution" (as defined in NI 45–102); (v) no unusual effort is made to prepare the market or to create a demand for the security that is the subject of the Warrants, sale; (vi) no extraordinary commission or consideration is paid to a Person or company in respect of the sale; and (vii) if exercised prior to the date that selling securityholder is four months and one day following the Closing Datean insider or officer of Pubco, the certificates representing the Shares, Warrants and the Shares issuable on exercise selling securityholder has no reasonable grounds to believe that Pubco is in default of the Warrants, shall bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE]Canadian securities legislation.”

Resale Restrictions. The Purchaser, Purchaser understands and each beneficial purchaser for whom acknowledges that the Securities will be subject to certain resale restrictions under applicable Securities Laws and the Purchaser agrees to comply with such restrictions. The Purchaser also acknowledges that it is contracting hereunder, has been advised by to consult its own legal advisors with respect to trading in the Shares and Warrants and with respect to the applicable resale restrictions imposed by the applicable securities laws of the province in which the Purchaser or any beneficial purchaser for whom and that it is contracting hereunder resides and other applicable securities laws, and acknowledges that no representation has been made respecting the applicable hold periods imposed by the securities laws or other resale restrictions applicable to such Shares and Warrants which restrict the ability of the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) to resell the Shares and Warrants, that the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible to find out what these restrictions are and the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible (and none of the Company is not Company, the Agents or the U.S. Affiliates are in any way manner responsible) for compliance complying with applicable resale restrictions and the Purchaser is aware that it (or any beneficial purchaser for whom it is contracting hereunder) may not be able to resell the Shares or Warrants except in accordance with limited exemptions under applicable securities lawssuch restrictions. For purposes of complying with the securities laws applicable Securities Laws and National Instrument 45-102 - Resale of Securities, the Purchaser and each beneficial purchaser, if any, understands and acknowledges that upon all certificates or ownership statements issued under a direct registration system or other electronic book-entry system representing the issuance of the Common Shares and Warrants (and the Warrant Shares issuable on exercise of the Warrants, if exercised issued prior to the date that is four months and one day following after the Closing Date), the as well as all certificates representing the Shares, Warrants and the Shares issuable on exercise issued in exchange for or in substitution of the Warrantsforegoing securities, shall bear the following legendlegends: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [DATE THAT IS FOUR MONTHS ●, 2014.” and, only if the Purchaser is either: (i) a director, officer or Promoter (as defined under Policy 1.1 of the corporate finance manual of the TSXV) of the Company; or (ii) a Person (as defined under Policy 1.1. of the corporate finance manual of the TSXV) that will hold securities carrying more than 10% of the voting rights attached to the Company’s securities both immediately before and after the transaction in which securities are issued, and who have elected or appointed or have the right to elect or appoint one or more directors or senior officers of the Company: “WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND ONE DAY AFTER COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE CLOSING DATE]SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL ●, 2014.”; in each case with the ● completed to reflect a date that is four months plus one day following the Closing Date.

Resale Restrictions. The Purchaser, Vendors acknowledge and each beneficial purchaser agrees that the Payment Shares may be subject to resale restrictions as well as escrow restrictions under Applicable Securities Laws or the rules and policies of the Exchange. Each Vendor agrees to comply with all such restrictions as may be applicable and further agrees to enter into the requisite form of escrow agreement in a form substantially similar to that set forth in NP-46201F1 to National Policy 00-000 Xxxxxx for whom it is contracting hereunder, Initial Public Offerings. Each Vendor also acknowledges that the certificates for the Payment Shares will bear a legend or legends respecting restrictions on transfers as required under Applicable Securities Laws and that such Vendor has been advised by to consult its own legal advisors advisor with respect to trading applicable resale restrictions and that it is solely responsible for complying with such restrictions. Each Vendor further acknowledges and agrees: (a) The Purchaser has advised each Vendor that the Purchaser, in issuing the Payment Shares, is relying on an exemption from the requirements to provide each Vendor with a prospectus and to sell securities through a person registered to sell securities under the Applicable Securities Laws (the "Exemptions"); (b) as a consequence of acquiring the Payment Shares and Warrants and with respect pursuant to the resale restrictions imposed Exemptions: (i) a Vendor is restricted from using certain of the civil remedies available under the Applicable Laws; (ii) a Vendor may not receive information that might otherwise be required to be provided to the Vendors, and the Purchaser is relieved from certain obligations that would otherwise apply under the Applicable Securities Laws if the Exemptions were not being relied upon by the applicable securities laws Purchaser; and (iii) certain protections, rights and remedies provided by Applicable Securities Laws including statutory rights of rescission or damages, will not be available to the Vendors; (c) there is no government or other insurance covering the Payment Shares; (d) there are risks associated with the acquisition of the province in which the Purchaser or any beneficial purchaser for whom it is contracting hereunder resides and other applicable securities laws, and acknowledges that no representation has been made respecting the applicable hold periods imposed by the securities laws or other resale Payment Shares; (e) there are restrictions applicable to such Shares and Warrants which restrict the on a Vendor’s ability of the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) to resell the Payment Shares and Warrants, that the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible the responsibility of each such Vendor to find out what these those restrictions are and to comply with them before selling the Purchaser Payment Shares; and (f) no securities commission, stock exchange or any beneficial purchaser for whom it is contracting hereunder) is solely responsible (and similar regulatory authority has reviewed or passed on the Company is not merits of an investment in any way responsible) for compliance with applicable resale restrictions and the Purchaser is aware that it (or any beneficial purchaser for whom it is contracting hereunder) may not be able to resell the Shares or Warrants except in accordance with limited exemptions under applicable securities laws. For purposes of complying with the securities laws and National Instrument 45-102 - Resale of Securities, the Purchaser and each beneficial purchaser, if any, understands and acknowledges that upon the issuance of the Shares and Warrants and the Shares issuable on exercise of the Warrants, if exercised prior to the date that is four months and one day following the Closing Date, the certificates representing the Payment Shares, Warrants and the Shares issuable on exercise of the Warrants, shall bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE].”

Resale Restrictions. The Each Purchaser acknowledges and understands that there are restrictions under Canadian Securities Laws on such Purchaser, and each beneficial purchaser for whom it is contracting hereunder, has been advised by its own legal advisors with respect to trading in the Shares and Warrants and with respect to the resale restrictions imposed by the applicable securities laws of the province in which the Purchaser or any beneficial purchaser for whom it is contracting hereunder resides and other applicable securities laws, and acknowledges that no representation has been made respecting the applicable hold periods imposed by the securities laws or other resale restrictions applicable to such Shares and Warrants which restrict the ’s ability of the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) to resell the Shares Securities over the facilities of the Toronto Stock Exchange, or otherwise resell the Securities in Canada or to or for the benefit of a resident of Canada, and Warrants, that is the responsibility of such Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible to find out what these those restrictions are and to comply with them before selling the Securities. Without limiting the generality of the foregoing, each Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible (and hereby covenants that, unless permitted under the Company is not in any way responsible) for compliance with applicable resale restrictions and the Purchaser is aware that it (or any beneficial purchaser for whom it is contracting hereunder) may not be able to resell the Shares or Warrants except in accordance with limited exemptions under applicable securities laws. For purposes of complying with the securities laws and National Instrument 45-102 - Resale of SecuritiesCanadian Securities Laws, the Purchaser and each beneficial purchaser, if any, understands and acknowledges that upon the issuance of the Common Shares and Warrants included in the Units, and the Warrant Shares issuable on upon the exercise of the Warrants, if exercised prior may not be traded on the Toronto Stock Exchange or in Canada, or to or for the benefit of a resident of Canada, before the date that is four (4) months and one a day following after the Closing Date. Each Purchaser further acknowledges and understands that any physical certificate representing the Common Shares and Warrants included in the Units and, if they are issued before the date which four months and a day after Closing, the certificates representing the Shares, Warrants and the Warrant Shares issuable on upon the exercise of the Warrants, shall will bear the following legend: “UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES REPRESENTED BY THIS SECURITY CERTIFICATE MUST NOT TRADE THE SECURITY SUCH SECURITIES BEFORE [INSERT DATE THAT IS FOUR 4 MONTHS AND ONE A DAY AFTER THE CLOSING DATE] ON THE TORONTO STOCK EXCHANGE OR IN CANADA OR TO OR FOR THE BENEFIT OF A RESIDENT OF CANADA. WITHOUT PRIOR WRITTEN APPROVAL OF THE TORONTO STOCK EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE CANADIAN SECURITIES LAWS, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TORONTO STOCK EXCHANGE OR IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL [INSERT DATE WHICH IS FOUR MONTHS AFTER CLOSING]. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE GOOD DELIVERY IN SETTLEMENT OF TRANSACTIONS ON CANADIAN STOCK EXCHANGES.”

Resale Restrictions. The PurchaserSubscriber hereby agrees that, subject to any registration contemplated under Section 5(a), for the period beginning on the date hereof and each beneficial purchaser ending six (6) months after the date Subscriber’s investment hereunder is accepted by the Company (the “Restricted Period”), Subscriber will not, without the prior approval of the Board, offer, pledge, sell, contract to sell, sell any option or contract to purchase, lend, transfer or otherwise dispose of any shares or any options, warrants or other rights to purchase shares or any other security of the Company which Subscriber owns as of the date hereof or comes to own after the date hereof (collectively, the “Lockup Shares”). Notwithstanding the foregoing restrictions on transfer, the Subscriber may, at any time and from time to time during the Restricted Period, transfer any such shares (i) as bona fide gifts or transfers by will or intestacy, (ii) to any trust for whom it the direct or indirect benefit of the undersigned or the immediate family of the Subscriber, provided that any such transfer shall not involve a disposition for value, (iii) to a partnership which is contracting hereunderthe general partner of a partnership of which the Subscriber is a general partner, has been advised by its own legal advisors with respect to trading provided, that, in the Shares case of any gift or transfer described in clauses (i), (ii) or (iii), each transferee agrees in writing to be bound by the terms and Warrants conditions contained herein in the same manner as such terms and with respect conditions apply to the resale restrictions imposed by the applicable securities laws of the province in which the Purchaser or any beneficial purchaser for whom it is contracting hereunder resides undersigned, absent such agreement to be bound said transfer will be deemed null and other applicable securities laws, and acknowledges that no representation has been made respecting the applicable hold periods imposed by the securities laws or other resale restrictions applicable to such Shares and Warrants which restrict the ability of the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) to resell the Shares and Warrants, that the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible to find out what these restrictions are and the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions and the Purchaser is aware that it (or any beneficial purchaser for whom it is contracting hereunder) may not be able to resell the Shares or Warrants except in accordance with limited exemptions under applicable securities lawsvoid ab initio. For purposes of complying with hereof, “immediate family” means Subscriber’s spouse, child or parent. During the securities laws and National Instrument 45-102 - Resale of SecuritiesRestricted Period, the Purchaser Subscriber shall retain all rights of ownership in the Lockup Shares, including, without limitation, voting rights and each beneficial purchaser, if any, understands the right to receive any dividends that may be declared in respect thereof. The Company is hereby authorized and acknowledges that upon required to disclose the issuance existence of this Agreement to its transfer agent. The Company and its transfer agent are hereby authorized and required to decline to make any transfer of the Shares and Warrants and shares if such transfer would constitute a violation or breach of this Agreement. The provisions of this Section 5 may be waived by the Shares issuable on exercise of the Warrants, if exercised prior to the date that is four months and one day following the Closing Date, the certificates representing the Shares, Warrants and the Shares issuable on exercise of the Warrants, shall bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE]Company in whole or in part its sole discretion.”

Resale Restrictions. 10.1 The Purchaser, Subscriber acknowledges that any resale of the Shares will be subject to resale restrictions contained in the Securities Rules applicable to each Subscriber or proposed transferee and each beneficial purchaser for whom it is contracting hereunder, has been advised by its own legal advisors with respect to trading in the Shares and Warrants and with respect to the resale restrictions imposed by the applicable securities laws responsibility of the province in which the Purchaser or any beneficial purchaser for whom it is contracting hereunder resides and other applicable securities laws, and acknowledges that no representation has been made respecting the applicable hold periods imposed by the securities laws or other resale restrictions applicable to such Shares and Warrants which restrict the ability of the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) to resell the Shares and Warrants, that the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible Subscriber to find out what these those restrictions are and to comply with them before selling the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible (Securities. 10.2 The Subscriber acknowledges and agrees that the Company is not in any way responsible) for compliance with applicable resale restrictions and the Purchaser is aware that it (or any beneficial purchaser for whom it is contracting hereunder) may not be able to resell the Shares or Warrants except in accordance with limited exemptions under applicable securities laws. For purposes of complying with the securities laws and National Instrument 45-102 - Resale of Securities, the Purchaser and each beneficial purchaser, if any, understands and acknowledges that upon the issuance of the Unit Shares and Warrants and any Warrant Shares acquired on the Shares issuable on exercise of the WarrantsWarrants will be subject to such trade and resale restrictions as may be imposed by operation of applicable Securities Rules, if exercised and the certificates representing the Unit Shares, the Warrants and any of the Warrant Shares acquired on the exercise of the Warrants will bear such legends as may be required by applicable Securities Rules and by the rules and policies of the TSX. The Subscriber further acknowledges and agrees that it is the Subscriber’s obligation to comply with the trade restrictions in all of the applicable jurisdictions and the Subscriber’s obligation to comply with the trade restrictions except as provided for herein. In this regard, the Subscriber acknowledges that such trade restrictions provide that the Subscriber must hold and not sell, transfer or in any manner dispose (collectively, the “Disposition”) of the Unit Shares, the Warrants or any of the Warrant Shares acquired on the exercise of the Warrants in British Columbia prior to midnight on the date that is four months and one day following month anniversary of the Closing Date, unless the certificates representing Subscriber has obtained the Shares, Warrants and the Shares issuable on exercise prior written consent of the Warrants, shall bear TSX to the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE]Disposition and unless the Disposition is made in accordance with all applicable Securities Rules. The Subscriber further acknowledges to the Corporation that this section 10.2 constitutes sufficient notice of the applicable hold periods.”

Resale Restrictions. The PurchaserShares are being transferred in an offshore transaction pursuant to exemptions to securities laws and none of the shares of Common Stock owned by Seller have been registered under the Securities Act, and each beneficial purchaser for whom it is contracting hereunderor under any state securities or "blue sky" laws of any state of the United States, has been advised and, unless so registered, none of the shares of Common Stock owned by its own legal advisors with respect to trading in the Shares and Warrants and with respect to the resale restrictions imposed Seller may be offered or sold by the applicable securities laws Seller, except pursuant to an effective registration statement under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the province Securities Act and in which the Purchaser or any beneficial purchaser for whom it is contracting hereunder resides and other applicable securities laws, and acknowledges that no representation has been made respecting the applicable hold periods imposed by the securities laws or other resale restrictions applicable to such Shares and Warrants which restrict the ability of the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) to resell the Shares and Warrants, that the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible to find out what these restrictions are and the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions and the Purchaser is aware that it (or any beneficial purchaser for whom it is contracting hereunder) may not be able to resell the Shares or Warrants except each case only in accordance with limited exemptions under applicable state securities laws. For purposes Seller represents (i) it is not a "U.S. person" as defined in Rule 902 of complying with Regulation S; (ii) it is not organized or incorporated under the laws of any United States jurisdiction; (iii) it was not formed for the purpose of investing in securities laws not registered under the Securities Act, (iv) the Sellers principal place of business is located outside of the United States; and National Instrument 45-102 - Resale (v) at the time of Securitiesentering into this Agreement and at Closing, the Purchaser Seller was located and each beneficial purchaser, if any, understands and acknowledges that upon residing outside the issuance of the Shares and Warrants and the Shares issuable on exercise of the Warrants, if exercised prior to the date that is four months and one day following the Closing Date, the United States. All certificates representing the SharesShares issued on closing will be endorsed with restrictive legends substantially in the same form as follows pursuant to the 1933 Act, Warrants and in order to reflect the fact that the Shares issuable on exercise are restricted securities and will be issued to the Purchasers pursuant to an exemption from the registration requirements of the Warrants1933 Act: THE SECURITIES REPRESENTED HEREBY HAVE BEEN TRANSFERRED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, shall bear the following legend: “AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS PERMITTED SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER SECURITIES LEGISLATIONTHE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE HOLDER REGISTRATION REQUIREMENTS OF THIS SECURITY MUST THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT TRADE BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITY BEFORE [DATE THAT IS FOUR MONTHS 1933 ACT. "UNITED STATES" AND ONE DAY AFTER "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE CLOSING DATE]1933 ACT.”

Resale Restrictions. The PurchaserHolder acknowledges and agrees that whatever period determined appropriate by the Company, underwriter, or federal and each beneficial purchaser state regulatory officials including, but not limited to, the Securities and Exchange Commission, National Association of Securities Dealers and NASDAQ, following the effective date of a registration statement of the Company covering common stock (or other securities) of the Company to be sold on its behalf in an underwriting, Holder will not sell or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) Shares of the Company held by Xxxxxx at any time during such period except securities included in that registration. Xxxxxx acknowledges and agrees that if for whom it is contracting hereunderpurposes of a registration statement of the Company the underwriter or federal or state regulatory officials fix a specific Common Stock or Warrant lockup period, has been advised by its own legal advisors with respect such fixed lockup period shall apply to trading in Holder under this Agreement. Dated November 27th, 2000 Dated: November 27, 2000 /s/ Xxxxxxxxx Xxxxx /s/ Xxxxxxxx X. Xxxxxx By: By: Authorized Representative Xxxxxxxx Xxxxxx TO: LIFE SYSTEMS CORP. Attention: Corporate Secretary Effective as of today, ________________, 200_, the undersigned ("Holder") hereby elects to purchase ______________ shares ("Shares") of the Common Stock of Life Systems Corporation ("Company") pursuant Warrant dated November 27, 2000 ("Warrant"). Holder herewith delivers to the Company the full purchase price for the Shares and Warrants and of $_____________, as required by the Warrant. Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) of the Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the resale restrictions imposed by Shares, notwithstanding the applicable securities laws exercise of the province in Warrant. The Shares shall be issued to the Holder as soon as practicable after exercise of the Warrant. No adjustment will be made for a dividend or other right for which the Purchaser record date is prior to the date of issuance. Holder understands that Holder may suffer adverse tax consequences as a result of Xxxxxx's purchase or any beneficial purchaser for whom it is contracting hereunder resides and other applicable securities laws, and acknowledges that no representation has been made respecting the applicable hold periods imposed by the securities laws or other resale restrictions applicable to such Shares and Warrants which restrict the ability disposition of the Purchaser (or Shares. Holder represents that Xxxxxx has consulted with any beneficial purchaser for whom it is contracting hereunder) to resell the Shares and Warrants, that the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible to find out what these restrictions are and the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible (and the Company is not tax consultants Holder deems advisable in any way responsible) for compliance with applicable resale restrictions and the Purchaser is aware that it (or any beneficial purchaser for whom it is contracting hereunder) may not be able to resell the Shares or Warrants except in accordance with limited exemptions under applicable securities laws. For purposes of complying connection with the securities laws and National Instrument 45-102 - Resale of Securities, the Purchaser and each beneficial purchaser, if any, understands and acknowledges that upon the issuance purchase or disposition of the Shares and Warrants and that Holder is not relying on the Shares issuable on exercise of the Warrants, if exercised prior to the date that is four months and one day following the Closing Date, the certificates representing the Shares, Warrants and the Shares issuable on exercise of the Warrants, shall bear the following legendCompany for any tax advice. Submitted by: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE].”Accepted by: Signature By Print Name Its Address: Address: Date Received: BETWEEN: Life Systems Corp. ("Company") a Nevada corporation AND: Xxxxxxxx Xxxxxx ("Holder") 0000 000xx Xxx X.X. Redmond WA 98052

Resale Restrictions. The Purchaser(a) Each of the Sellers acknowledges and agrees that the shares of Purchaser Common Stock issued pursuant to this Agreement have not been registered under the Securities Act or any state securities Law, and each beneficial purchaser that such shares to be received by them are being acquired solely for whom it their own account, for investment and not with a view to the sale or distribution thereof. Each of the Sellers hereby agrees not to offer, sell, hypothecate, pledge or otherwise transfer, pledge or hypothecate such shares unless and until registered under the Securities Act and any applicable state securities Law or unless such offer, sale, transfer, pledge or hypothecation is contracting hereunderexempt from registration or is otherwise in compliance with the Securities Act and such Laws. Each of the Sellers acknowledges that, has been advised by its own legal advisors with respect to trading except as provided in the Shares and Warrants and with respect Registration Rights Agreement, such Seller has no right to require the resale restrictions imposed by the applicable securities laws Purchaser to register shares of Purchaser Common Stock. Each of the province in which the Purchaser or any beneficial purchaser for whom it is contracting hereunder resides and other applicable securities laws, and acknowledges that no representation has been made respecting the applicable hold periods imposed by the securities laws or other resale restrictions applicable to such Shares and Warrants which restrict the ability of the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) to resell the Shares and Warrants, that the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible to find out what these restrictions are and the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions and the Purchaser is aware that it (or any beneficial purchaser for whom it is contracting hereunder) may not be able to resell the Shares or Warrants except in accordance with limited exemptions under applicable securities laws. For purposes of complying with the securities laws and National Instrument 45-102 - Resale of Securities, the Purchaser and each beneficial purchaser, if any, Sellers understands and acknowledges agrees that upon the issuance each certificate representing shares of the Shares and Warrants and the Shares issuable on exercise of the Warrants, if exercised prior to the date that is four months and one day following the Closing Date, the certificates representing the Shares, Warrants and the Shares issuable on exercise of the Warrants, Purchaser Common Stock received hereunder shall bear the following legendlegends: “UNLESS PERMITTED THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY AN AGREEMENT ON FILE AT THE OFFICES OF THE CORPORATION. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES LEGISLATIONACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS. and such Seller agrees to transfer shares of Purchaser Common Stock only in accordance with the provisions of such legends. In addition, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE]each of the Sellers agrees that the Purchaser shall instruct the transfer agent to only transfer the Purchaser Common Stock pursuant to these provisions.” (b) In the event the shares of Purchaser Common Stock received by any Seller hereunder cease to be restricted for purposes of the Securities Act, upon request of such Seller and surrender of the certificate bearing such legends, the Purchaser or its designated agent will promptly reissue such certificates to such Seller without such legends.

Resale Restrictions. Notwithstanding any other provision of this Agreement, including section 8(e), the Purchaser understands and acknowledges that the Purchased Securities will be subject to certain resale restrictions under applicable Securities Laws and the U.S. Securities Act and the Purchaser agrees to comply with such restrictions. The Purchaser, and each beneficial purchaser for whom Purchaser also acknowledges that it is contracting hereunder, has been advised by to consult its own legal advisors with respect to trading in the Shares and Warrants and with respect to the applicable resale restrictions imposed by the applicable securities laws of the province in which the Purchaser or any beneficial purchaser for whom and that it is contracting hereunder resides and other applicable securities laws, and acknowledges that no representation has been made respecting the applicable hold periods imposed by the securities laws or other resale restrictions applicable to such Shares and Warrants which restrict the ability of the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) to resell the Shares and Warrants, that the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible to find out what these restrictions are and the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible (and the Company is not in any way manner responsible) for compliance complying with such restrictions. Without limiting the foregoing, the Purchaser acknowledges and agrees that none of the Securities may be offered, sold or otherwise transferred in the United States or to or for the account or benefit of a U.S. Person or a person in the United States, unless registered under the U.S. Securities Act and applicable resale state securities laws, or an exemption from registration is available. The Purchaser further understands and acknowledges that the exercise of the Warrants will be subject to certain restrictions under the U.S. Securities Act, and these Securities may not be converted or exercised by or on behalf of any U.S. Person or person in the United States, unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available and the Purchaser is aware agrees to comply with such restrictions. The Purchaser also acknowledges that it (or any beneficial purchaser for whom has been advised to consult its own legal advisors with respect to such restrictions on exercise and that it is contracting hereundersolely responsible (and the Company is not in any manner responsible) may not be able to resell the Shares or Warrants except in accordance for complying with limited exemptions under applicable securities lawssuch restrictions. For purposes of complying with the securities laws and National Instrument 45-102 - Resale of Securitiesapplicable Securities Laws, the Purchaser and each beneficial purchaser, if any, understands and acknowledges that upon the issuance all of the Shares and Warrants and the Shares issuable on exercise of the Warrants, if exercised prior to the date that is four months and one day following the Closing Date, the certificates representing the Common Shares, Warrants and the Shares issuable on exercise of the Warrants, and the Warrant Shares shall bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE]• ”, with the “•” completed to reflect a date that is four months plus one day following the Closing Date. For purposes of complying with the U.S. Securities Act and applicable state securities laws, the Purchaser understands and acknowledges that the certificates representing the Common Shares and the Warrants will provide, and the Purchaser acknowledges and agrees, that if the Warrants are exercised outside the United States and not by or on behalf of a U.S. Person or a person in the United States, at a time when the Company is not a Foreign Issuer, the Warrant Shares issued upon such conversion or exercise will be “restricted securities” as defined in Rule 144 under the U.S. Securities Act, that such securities may not be offered or sold by the holder thereof without registration under the U.S. Securities Act, except to the Company, outside the United States in compliance with Rule 903 or 904 of Regulation S, or within the United States in compliance with Rule 144 under the U.S. Securities Act or another exemption from registration under the U.S. Securities Act and applicable state securities laws, and that the certificates representing any such Warrant Shares will bear a legend to such effect and will bear a legend to such effect in the case of a sale in compliance with Rule 903 or 904 of Regulation S. The Purchaser further understands and acknowledges that the Company (i) is not obligated to remain a Foreign Issuer, (ii) may not, at the time the Warrants are to be exercised, or Warrant Shares are to be sold, or at any other time, be a “Foreign Issuer,” and (iii) may engage in one or more transactions that could cause the Company not to be a Foreign Issuer, and, (iv) that the Company will not be a Foreign Issuer at any time that it fails to satisfy the definition of “foreign private issuer” set forth in Schedule C hereto.”

Resale Restrictions. The PurchaserConvertible Notes and the Warrants are subject to resale restrictions under the United States Securities Act of 1933, as amended (the "1933 ACT") and each beneficial purchaser under the applicable Canadian securities laws. The Common Shares issuable upon the conversion of the Convertible Notes and exercise of the Warrants are subject to resale restrictions (i) under the 1933 Act until the date on which a resale registration statement (the "REGISTRATION STATEMENT") is declared effective (the "EFFECTIVE DATE") under the 1933 Act; and (ii) under applicable Canadian securities laws. In addition, the Common Shares issuable upon the conversion of (a) for whom it a period of four months from the date of acquisition of such Convertible Notes and Warrants or such longer period as may be required by applicable Canadian securities laws and (b) except pursuant to an exemption from registration under the 1933 Act or an effective registration thereunder. The Investor is contracting hereunder, has been advised by to consult with its own legal advisors with respect to trading these resale restrictions. You, as the holder of the Convertible Notes and the Warrants (collectively, with the Common Shares underlying the Convertible Notes and the Warrants, the "SECURITIES"), acknowledge and agree that (i) the Securities have not been registered with the U.S. Securities and Exchange Commission (the "SEC") under the 1933 Act and applicable state securities laws and no prospectus has been filed in respect of the Securities under applicable Canadian securities laws; (ii) the Securities cannot be sold in the Shares United States or otherwise transferred unless registered under federal and Warrants and with respect to the resale restrictions imposed by the applicable securities laws of the province in which the Purchaser or any beneficial purchaser for whom it is contracting hereunder resides and other applicable securities laws, and acknowledges that no representation has been made respecting the applicable hold periods imposed by the state securities laws or other resale restrictions unless an exemption from registration is available under the federal and applicable to such Shares and Warrants which restrict the ability of the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) to resell the Shares and Warrants, that the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible to find out what these restrictions are and the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions and the Purchaser is aware that it (or any beneficial purchaser for whom it is contracting hereunder) may not be able to resell the Shares or Warrants except in accordance with limited exemptions under applicable securities laws. For purposes of complying with the state securities laws and National Instrument 45-102 - Resale of Securities, cannot be sold or otherwise transferred in Canada except pursuant to an exemption from the Purchaser registration and each beneficial purchaser, if any, understands prospectus requirements under applicable Canadian securities laws and acknowledges that upon except pursuant to an exemption from registration under the issuance of 1933 Act or an effective registration thereunder; (iii) the Shares and Warrants Convertible Notes and the Warrants cannot be converted or exercised, respectively, unless the conversion or exercise is registered under the 1933 Act or is made pursuant to an applicable exemption from registration under the 1933 Act and until the Common Shares issuable underlying the Convertible Notes and the Warrants have been listed for issuance with the American Stock Exchange, Inc. (the "AMEX"); and (iv) accordingly, you may not readily liquidate or transfer the Securities. The Securities will bear, so long as appropriate and in addition to any legends required by the TSX, AMEX or any other exchange on exercise of which the Warrantssecurities are listed and posted for trading, if exercised prior restrictive legends substantially similar to the date that is four months and one day following the Closing Datefollowing: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, the certificates representing the SharesOFFERED FOR SALE, Warrants and the Shares issuable on exercise of the Warrants, shall bear the following legend: “PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST THE SECURITIES SHALL NOT TRADE THE SECURITY SECURITIES IN CANADA BEFORE DECEMBER 28, 2003. The Convertible Notes and the Warrants will bear, so long as appropriate, the following additional legend: THESE SECURITIES MAY NOT BE CONVERTED [DATE THAT EXERCISED] [BY OR ON BEHALF OF A U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE ACT)] [INCLUDE ONLY FOR REGULATION S SALES.] UNLESS SUCH CONVERSION IS FOUR MONTHS REGISTERED UNDER THE ACT OR IS MADE PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION UNDER THE ACT AND ONE DAY AFTER THE CLOSING DATE]APPLICABLE STATE SECURITIES LAWS. The applicable legends set forth above shall be removed in connection with any resale of Common Shares pursuant to an effective registration statement under the 1933 Act or sooner if, in the opinion of counsel to the Company experienced in the area of United States securities laws, such legend is no longer required under applicable requirements of the 1933 Act (including judicial interpretation and pronouncements issued by the staff of the SEC). The Company agrees that it will provide you, upon request, with a substitute certificate or certificates, free from such legend at such time as such legend is no longer applicable.”

Resale Restrictions. The Purchaser, New Wave acknowledges and each beneficial purchaser for whom it is contracting hereunder, has been advised by its own legal advisors with respect agrees that Trueclaim Shares issued to trading New Wave Shareholders resident in the Shares United States have not been and Warrants and with respect to will not be registered under the resale restrictions imposed by the applicable securities laws of the province in which the Purchaser U.S. Securities Act or any beneficial purchaser for whom it is contracting hereunder resides and other applicable state securities laws, will be “restricted securities” as defined in Rule 144 under the U.S. Securities Act, and acknowledges that no representation has been made respecting the applicable hold periods imposed by the securities laws or other resale restrictions applicable to such Shares and Warrants which restrict the ability of the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) to resell the Shares and Warrants, that the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible to find out what these restrictions are and the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible (and the Company is not will include a U.S. restrictive legend in any way responsible) for compliance with applicable resale restrictions and the Purchaser is aware that it (or any beneficial purchaser for whom it is contracting hereunder) may not be able to resell the Shares or Warrants except in accordance with limited exemptions under applicable securities laws. For purposes of complying with the securities laws and National Instrument 45-102 - Resale of Securities, the Purchaser and each beneficial purchaser, if any, understands and acknowledges that upon the issuance of the Shares and Warrants and the Shares issuable on exercise of the Warrants, if exercised prior to the date that is four months and one day following the Closing Date, the certificates representing the Shares, Warrants and the Shares issuable on exercise of the Warrants, shall bear substantially the following legendform: “UNLESS PERMITTED THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES LEGISLATIONACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY; (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT; (C) IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS; OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, AND, IN THE CASE OF CLAUSE (C) OR (D), THE HOLDER SELLER FURNISHES TO THE COMPANY AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY TO SUCH EFFECT. THE PRESENCE OF THIS SECURITY MUST NOT TRADE LEGEND MAY IMPAIR THE SECURITY BEFORE [DATE THAT IS FOUR MONTHS AND ONE DAY AFTER ABILITY OF THE CLOSING DATE]HOLDER HEREOF TO EFFECT “GOOD DELIVERY” OF THE SECURITIES REPRESENTED HEREBY ON A CANADIAN STOCK EXCHANGE.”

Resale Restrictions. The PurchaserVendors acknowledge and agrees that the Payment Shares will be subject to certain resale restrictions under Applicable Securities Laws, including the Exchange Policies and each beneficial purchaser will be subject to escrow restrictions in whole or in part pursuant to the Exchange Policies. Each Vendor agrees to comply with all such restrictions and further agrees to enter into the requisite form of escrow agreement as may be required by the Exchange. Each Vendor also acknowledges that the certificates for whom it is contracting hereunder, the Payment Shares will bear a legend or legends respecting restrictions on transfers as required under Applicable Securities Laws and that such Vendor has been advised by to consult its own legal advisors advisor with respect to trading applicable resale restrictions and that it is solely responsible for complying with such restrictions. Each Vendor further acknowledges and agrees: (a) Broome has advised each Vendor that Broome, in issuing the Payment Shares, is relying on an exemption from the requirements to provide each Vendor with a prospectus and to sell securities through a person registered to sell securities under the Applicable Securities Laws (the "Exemptions"); (b) as a consequence of acquiring the Payment Shares and Warrants and with respect pursuant to the resale restrictions imposed by the applicable securities laws Exemptions: (i) a Vendor is restricted from using certain of the province in which civil remedies available under the Purchaser or any beneficial purchaser for whom it is contracting hereunder resides and other applicable securities lawsApplicable Laws; (ii) a Vendor may not receive information that might otherwise be required to be provided to the Vendors, and acknowledges Broome is relieved from certain obligations that would otherwise apply under the Applicable Securities Laws if the Exemptions were not being relied upon by Broome; and (iii) certain protections, rights and remedies provided by Applicable Securities Laws including statutory rights of rescission or damages, will not be available to the Vendors; (c) there is no representation has been made respecting the applicable hold periods imposed by the securities laws government or other resale restrictions applicable to such Shares and Warrants which restrict insurance covering the ability Payment Shares (d) there are risks associated with the acquisition of the Purchaser Payment Shares; (or any beneficial purchaser for whom it is contracting hereundere) there are restrictions on a Vendor’s ability to resell the Payment Shares and Warrants, that the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible the responsibility of each such Vendor to find out what these those restrictions are and to comply with them before selling the Purchaser Payment Shares; and (f) no securities commission, stock exchange or any beneficial purchaser for whom it is contracting hereundersimilar regulatory authority has reviewed or passed on the merits of an investment in the Payment Shares; (g) is solely responsible (and the Company is not without in any way responsiblelimiting the generality of the foregoing, each Vendor acknowledges that National Instrument 45–102 Resale of Securities of the Canadian Securities Administrators ("NI 45–102") for compliance with applicable resale restrictions provides that the Vendors must hold and the Purchaser is aware that it (or any beneficial purchaser for whom it is contracting hereunder) may not be able to resell sell, transfer or in any manner dispose of the Shares Payment Shares, as the case may be, in Canada, unless the following conditions are satisfied or Warrants except in accordance with limited exemptions under unless another exemption from applicable securities laws. For purposes of complying with the Canadian securities laws is satisfied: (i) Broome is and National Instrument 45-102 - Resale has been a reporting issuer in a jurisdiction of Securities, Canada for the Purchaser and each beneficial purchaser, if any, understands and acknowledges that upon four months immediately preceding the sale; (ii) at least four months have elapsed from the date of issuance of the Payment Shares, as applicable; (iii) the certificate representing such Payment Shares and Warrants and contains a legend prescribed by NI 45– 102; (iv) the Shares issuable on exercise trade is not a "control distribution" (as defined in NI 45–102); (v) no unusual effort is made to prepare the market or to create a demand for the security that is the subject of the Warrants, sale; (vi) no extraordinary commission or consideration is paid to a Person or company in respect of the sale; and (vii) if exercised prior to the date that selling securityholder is four months and one day following the Closing Datean insider or officer of Broome, the certificates representing the Shares, Warrants and the Shares issuable on exercise selling securityholder has no reasonable grounds to believe that Broome is in default of the Warrants, shall bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE]Canadian securities legislation.”

Resale Restrictions. The Purchaser, Each of the D-M Shareholders hereby acknowledges that: (i) the shares of Penton Common to be issued to him pursuant to Section 2.4(e)(ii) and each beneficial purchaser for whom it any shares of Penton Common that may be issued to him pursuant to Section 2.4(h) cannot be resold except pursuant to a registration statement which has become effective under the Securities Act or unless an exemption from the registration requirements of the Securities Act is contracting hereunder, has been advised by its own legal advisors with respect to trading in the Shares legally available; (ii) except as and Warrants and with respect to the resale restrictions imposed extent expressly provided in (a) and (b) above, Penton is not obligated to so register any of such shares; (iii) each certificate representing Penton Common shares issued pursuant to this Agreement shall be imprinted with a legend in substantially the following form: "The securities represented by this certificate have not been registered under the applicable Securities Act of 1933, as amended, or under the securities laws of the province in which the Purchaser or any beneficial purchaser for whom it is contracting hereunder resides and other applicable securities laws, and acknowledges that no representation has been made respecting the applicable hold periods imposed by the securities laws state or other resale restrictions applicable to such Shares jurisdiction (together, the "Securities Laws") and Warrants which restrict the ability of the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) to resell the Shares and Warrants, that the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible to find out what these restrictions are and the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions and the Purchaser is aware that it (or any beneficial purchaser for whom it is contracting hereunder) may not be able offered for sale, sold, transferred or otherwise disposed of except after delivery to resell the Shares issuer of a written opinion reasonably satisfactory to the issuer from Skadden, Arps, Slate, Meagxxx & Xlom (Xxlinois) or Warrants except in accordance with limited exemptions other counsel satisfactory to the issuer that the proposed disposition will not require registration under applicable securities laws. For purposes of complying Securities Laws"; and (iv) such D-M Xxxreholder has consulted with his counsel, Skadden, Arps, Slate, Meagxxx & Xlom (Illinois), regarding the securities laws and National Instrument 45effect on such D-102 - Resale of Securities, the Purchaser and each beneficial purchaser, if any, understands and acknowledges that upon the issuance M Xxxreholder of the Shares and Warrants and the Shares issuable on exercise foregoing clauses of this Section. Penton agrees that promptly following its receipt of a written request from a D-M Xxxreholder for removal of the Warrantslegend described in clause (f)(iii) above from some or all of his certificates referred to in such clause, if exercised prior and provided such request is accompanied by such certificate(s) duly endorsed for surrender and by a written opinion reasonably satisfactory to Penton from Skadden, Arps, Slate, Meagxxx & Xlom (Xxlinois) or other counsel reasonably satisfactory to Penton that the shares represented by such certificate(s) may thereafter be freely transferred under applicable Securities Laws, Penton will cause a new certificate representing such shares, not imprinted with such legend, to be issued to such D-M Xxxreholder. Penton further agrees that for so long after the Effective Time as such action remains a condition to the date that is four months and one day following D-M Xxxreholders' ability to sell under Securities Act Rule 144 shares of Penton Common issued pursuant to this Agreement, Penton will remain current in its periodic filings under the Closing Date, the certificates representing the Shares, Warrants and the Shares issuable on exercise of the Warrants, shall bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE]Exchange Act.”

Resale Restrictions. The Purchaser, Purchaser understands and each beneficial purchaser for whom acknowledges that the Shares will be subject to certain resale restrictions under applicable Securities Laws and the Purchaser agrees to comply with such restrictions. The Purchaser also acknowledges that it is contracting hereunder, has been advised by to consult its own legal advisors with respect to trading in the Shares and Warrants and with respect to the applicable resale restrictions imposed by the applicable securities laws of the province in which the Purchaser or any beneficial purchaser for whom and that it is contracting hereunder resides and other applicable securities laws, and acknowledges that no representation has been made respecting the applicable hold periods imposed by the securities laws or other resale restrictions applicable to such Shares and Warrants which restrict the ability of the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) to resell the Shares and Warrants, that the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible to find out what these restrictions are and the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible (and the Company is not in any way manner responsible) for compliance complying with applicable resale restrictions and the Purchaser is aware that it (or any beneficial purchaser for whom it is contracting hereunder) may not be able to resell the Shares or Warrants except in accordance with limited exemptions under applicable securities lawssuch restrictions. For purposes of complying with the securities laws applicable Securities Laws and National Instrument 45-102 - Resale of Securities, as well as Stock Exchange policies, the Purchaser and each beneficial purchaser, if any, understands and acknowledges that upon the issuance of the Shares and Warrants and the Shares issuable on exercise of the Warrants, if exercised prior to the date that is four months and one day following the Closing Date, when issued all the certificates representing the Shares, Warrants and the Shares issuable on exercise as well as all certificates issued in exchange for or in substitution of the Warrantsforegoing securities, shall will bear the following legendlegends: “["WITHOUT PRIOR WRITTEN APPROVAL OF TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL , 2014.") "UNLESS PERMITTED UNDER SECURITIES LEGISLATION, <l9>THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE], 2014.”" (with the "< >"completed to reflect a date that is four months plus one day following the Closing Date.)

Resale Restrictions. 8.1 The Purchaser, and each beneficial purchaser for whom it is contracting hereunder, has been advised by its own legal advisors with respect Subscriber acknowledges that any resale of the Securities will be subject to trading resale restrictions contained in the Shares and Warrants and with respect securities legislation applicable to each Subscriber or proposed transferee. The Subscriber acknowledges that the resale restrictions imposed by Securities have not been registered under the applicable U.S. Securities Act of the securities laws of any state of the province United States and that the Company does not intend to register same under the U.S. Securities Act, or the securities laws of any such state and has no obligation to do so. The Securities may not be offered or sold in which the Purchaser United States unless registered in accordance with federal securities laws and all applicable state and provincial securities laws or any beneficial purchaser exemptions from such registration requirements are available. 8.2 The Subscriber acknowledges that the Certificates representing the Securities delivered pursuant to this Subscription shall bear a legend in the following form: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) IF THE SECURITIES HAVE BEEN REGISTERED IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT IN ACCORDANCE WITH RULE 144 THEREUNDER, IF APPLICABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE LAWS AND REGULATIONS GOVERNING THE OFFER AND SALE OF SECURITIES, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING, OR OTHER EVIDENCE OF EXEMPTION, REASONABLY SATISFACTORY TO THE CORPORATION. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH U.S. SECURITIES LAWS.” if the certificates representing the Securities have been held for whom it a period of at least six months and if Rule 144 under the U.S. Securities Act is contracting hereunder resides applicable (there being no representations by the Corporation that Rule 144 is applicable), then the undersigned may make sales of the Securities only under the terms and conditions prescribed by Rule 144 of the U.S. Securities Act or other exemptions therefrom. The Company shall use commercially reasonable efforts to cause its legal counsel to deliver an opinion or such other documentation as may reasonably be required to effect sales of the Securities under Rule 144. 8.3 Subscriber acknowledges that if the Company is deemed to be a “shell company” as that term is defined under the U.S. Securities Act, then the applicable hold period of the Company’s securities under Rule 144 of the U.S. Securities Act will be one year from the date the Company ceases to be a “shell company” and files Form 10 type information with the SEC. 8.4 Subscriber acknowledges that the Warrants may not be exercised by or for the account or benefit of a U.S. Person or a person in the United States unless the Warrants and the Warrant Shares issuable upon exercise of the Warrants are registered under the U.S. Securities Act and the securities laws of all applicable states or an exemption is available from the registration requirements of such laws, and acknowledges that no representation the holder has been made respecting furnished an opinion of counsel satisfactory to the applicable hold periods imposed by the securities laws or other resale restrictions applicable Corporation to such Shares effect. Subscriber acknowledges and Warrants which restrict the ability of the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) to resell the Shares and Warrants, that the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible to find out what these restrictions are and the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions and the Purchaser is aware that it (or any beneficial purchaser for whom it is contracting hereunder) may not be able to resell the Shares or Warrants except in accordance with limited exemptions under applicable securities laws. For purposes of complying with the securities laws and National Instrument 45-102 - Resale of Securities, the Purchaser and each beneficial purchaser, if any, understands and acknowledges agrees that upon the original issuance of the Shares and Warrants and the Shares issuable on exercise of the Warrants, if exercised prior to and until such time as it is no longer required under applicable requirements of the date that is four months and one day following the Closing DateU.S. Securities Act or applicable state securities laws, the all certificates representing the Shares, Warrants and the Shares issuable on exercise of the Warrantsall certificates issued in exchange therefor or in substitution thereof, shall bear the following legend: “THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON OR PERSON IN THE UNITED STATES AND THE UNDERLYING SHARES MAY NOT BE DELIVERED WITHIN THE UNITED STATES UNLESS PERMITTED THE WARRANT AND THE UNDERLYING SHARES HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES LEGISLATIONACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE, AND THE HOLDER HAS DELIVERED AN OPINION OF THIS SECURITY MUST NOT TRADE COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE SECURITY BEFORE [DATE THAT IS FOUR MONTHS CORPORATION TO SUCH EFFECT. “UNITED STATES” AND ONE DAY AFTER “U.S. PERSON” ARE USED HEREIN AS SUCH TERMS ARE DEFINED BY REGULATION S UNDER THE CLOSING DATE]U.S. SECURITIES ACT.”

Resale Restrictions. The Purchaser, Vendors acknowledge and each beneficial purchaser agrees that the Payment Shares will be subject to certain resale restrictions under Applicable Securities Laws and have agreed that all of the Payment Shares will be subject to escrow restrictions pursuant to an escrow agreement which provides for whom it is contracting hereunder, a three year escrow terms with an initial release of 10% of the Payment Shares on the issuance of a bulletin approving the Transaction by the CSE and 15% of the Payment Shares every six months thereafter. Each Vendor agrees to comply with all such restrictions and further agrees to enter into the requisite form of escrow agreement in a form substantially similar to that set forth in NP-46201F1 to National Policy 00-000 Xxxxxx for Initial Public Offerings (the “Escrow Agreement”). Each Vendor also acknowledges that the certificates for the Payment Shares will bear a legend or legends respecting restrictions on transfers as required under Applicable Securities Laws and that such Vendor has been advised by to consult its own legal advisors advisor with respect to trading applicable resale restrictions and that it is solely responsible for complying with such restrictions. Each Vendor further acknowledges and agrees: (a) Rhys has advised each Vendor that Rhys, in issuing the Payment Shares, is relying on an exemption from the requirements to provide each Vendor with a prospectus and to sell securities through a person registered to sell securities under the Applicable Securities Laws (the "Exemptions"); (b) as a consequence of acquiring the Payment Shares and Warrants and with respect pursuant to the resale restrictions imposed by the applicable securities laws Exemptions: (i) a Vendor is restricted from using certain of the province in which civil remedies available under the Purchaser or any beneficial purchaser for whom it is contracting hereunder resides and other applicable securities lawsApplicable Laws; (ii) a Vendor may not receive information that might otherwise be required to be provided to the Vendors, and acknowledges Rhys is relieved from certain obligations that would otherwise apply under the Applicable Securities Laws if the Exemptions were not being relied upon by Rhys; and (iii) certain protections, rights and remedies provided by Applicable Securities Laws including statutory rights of rescission or damages, will not be available to the Vendors; (c) there is no representation has been made respecting the applicable hold periods imposed by the securities laws government or other resale restrictions applicable to such Shares and Warrants which restrict insurance covering the ability Payment Shares; (d) there are risks associated with the acquisition of the Purchaser Payment Shares;‌ (or any beneficial purchaser for whom it is contracting hereundere) there are restrictions on a Vendor’s ability to resell the Payment Shares and Warrants, that the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible the responsibility of each such Vendor to find out what these those restrictions are and to comply with them before selling the Purchaser Payment Shares; and (f) no securities commission, stock exchange or any beneficial purchaser for whom it is contracting hereundersimilar regulatory authority has reviewed or passed on the merits of an investment in the Payment Shares; (g) is solely responsible (and the Company is not without in any way responsiblelimiting the generality of the foregoing, each Vendor acknowledges that National Instrument 45–102 Resale of Securities of the Canadian Securities Administrators ("NI 45–102") for compliance with applicable resale restrictions provides that the Vendors must hold and the Purchaser is aware that it (or any beneficial purchaser for whom it is contracting hereunder) may not be able to resell sell, transfer or in any manner dispose of the Shares Payment Shares, as the case may be, in Canada, unless the following conditions are satisfied or Warrants except in accordance with limited exemptions under unless another exemption from applicable securities laws. For purposes of complying with the Canadian securities laws is satisfied: (i) Rhys is and National Instrument 45-102 - Resale has been a reporting issuer in a jurisdiction of Securities, Canada for the Purchaser and each beneficial purchaser, if any, understands and acknowledges that upon four months immediately preceding the sale; (ii) at least four months have elapsed from the date of issuance of the Payment Shares, as applicable;‌ (iii) the certificate representing such Payment Shares and Warrants and contains a legend prescribed by NI 45– 102; (iv) the Shares issuable on exercise trade is not a "control distribution" (as defined in NI 45–102);‌ (v) no unusual effort is made to prepare the market or to create a demand for the security that is the subject of the Warrants, sale; (vi) no extraordinary commission or consideration is paid to a Person or company in respect of the sale; and (vii) if exercised prior to the date that selling securityholder is four months and one day following the Closing Datean insider or officer of Rhys, the certificates representing the Shares, Warrants and the Shares issuable on exercise selling securityholder has no reasonable grounds to believe that Rhys is in default of the Warrants, shall bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE].”Canadian securities legislation.‌

Resale Restrictions. The Purchaser understands and acknowledges that the Purchaser, ’s Units and each beneficial purchaser for whom Underlying Securities will be subject to certain resale restrictions under applicable securities laws and the Purchaser agrees to comply with such restrictions. The Purchaser also acknowledges that it is contracting hereunder, has been advised by to consult its own legal advisors with respect to trading applicable resale restrictions and that it is solely responsible (and neither the Corporation nor the Finders are in any manner responsible) for complying with such restrictions. Without limiting the Shares and Warrants and foregoing, in particular, the Purchaser (or if applicable, any others for whom the Purchaser is contracting hereunder) acknowledges that the Purchaser has been independently advised as to or is aware of the restrictions with respect to the resale restrictions imposed by the applicable securities laws of the province in which the Purchaser or any beneficial purchaser for whom it is contracting hereunder resides and other applicable securities lawstrading in, and acknowledges that no representation has been made respecting the restricted period or statutory hold period applicable hold periods to, the Shares, the Warrants and the Warrant Shares imposed by the securities laws or other resale restrictions applicable to such Shares and Warrants which restrict the ability of the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) to resell the Shares and Warrants, that jurisdiction in which the Purchaser (resides or any beneficial purchaser for whom it is contracting hereunder) is solely responsible to find out what these restrictions are and the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions and which the Purchaser is aware that it (or any beneficial purchaser for whom it is contracting hereunder) may not be able to resell subject and by the Shares or Warrants except in accordance with limited exemptions under applicable securities laws. For purposes of complying with the securities laws rules, regulations and National Instrument 45-102 - Resale of Securities, the Purchaser and each beneficial purchaser, if any, understands and acknowledges that upon the issuance policies of the Shares and Warrants and the Shares issuable Exchanges, that a suitable legend or legends will be placed on exercise of the Warrants, if exercised prior to the date that is four months and one day following the Closing Date, the certificates representing the Shares, the Warrants and, if necessary, the Warrant Shares to reflect the applicable restricted period and statutory hold period to which the Shares, the Warrants and, if applicable, the Warrant Shares issuable on exercise are subject, and that the Purchaser is hereby advised that during such period, as applicable, such securities cannot be traded through the facilities of the Warrants, shall bear Exchanges as such securities are not freely transferable and consequently delivery of the following legend: certificate representing such securities will not constitute “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE]good delivery” in settlement of transactions on either Exchange and that the Exchanges will deem the Purchaser to be responsible for any loss incurred on a sale made by the Purchaser in such securities.”

Resale Restrictions. The Purchaser(a) No Shareholder may offer, sell, contract to sell, pledge, hypothecate, grant any option to purchase or otherwise dispose of (the “Resale Restrictions”) any shares of Common Stock of the Company, or any securities convertible into or exchangeable for shares of Common Stock of the Company, that such Shareholder beneficially owns or otherwise holds as of the date of this Agreement, or which such Shareholder may acquire pursuant to the Purchase Agreement, or which are issuable upon exercise of options, warrants, or other convertible securities held by such Shareholder from time to time which are currently held or afterward acquired by such Shareholder (collectively, the “Restricted Securities”) during the period from the date hereof until the second anniversary of the date hereof. Thereafter, such Shareholder may sell up to the lesser of five percent (5%) or that number of securities available for sale under Rule 144 of such Shareholder’s Restricted Securities every quarter commencing after the second anniversary of the date of this Agreement. Notwithstanding the foregoing, no sales may be at a price less than $2.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other recapitalization affecting the number of such shares authorized or issued and outstanding) for a period of four years from the date of the Purchase Agreement unless a mutual agreement is reached by all of the Shareholders, under such terms and conditions as such Shareholders may agree. (b) Notwithstanding the foregoing, (i) each Shareholder who is an individual may transfer any or all of the Restricted Securities either during such Shareholder’s lifetime or on such Shareholder’s death by will or intestacy to such Shareholder’s immediate family or to a trust, the beneficiaries of which are exclusively such Shareholder, or a member or members of such Shareholder’s immediate family; provided, however, that in any such case it shall be a condition of the transfer that the transferee execute an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement, and each beneficial purchaser for whom it is contracting hereunder, has been advised by its own legal advisors with respect to trading in the Shares and Warrants and with respect to the resale restrictions imposed by the applicable securities laws there shall be no further transfer of the province in which the Purchaser or any beneficial purchaser for whom it is contracting hereunder resides and other applicable securities laws, and acknowledges that no representation has been made respecting the applicable hold periods imposed by the securities laws or other resale restrictions applicable to such Shares and Warrants which restrict the ability of the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) to resell the Shares and Warrants, that the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible to find out what these restrictions are and the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions and the Purchaser is aware that it (or any beneficial purchaser for whom it is contracting hereunder) may not be able to resell the Shares or Warrants Restricted Securities except in accordance with limited exemptions under applicable securities lawsthis Agreement, and (ii) transfers may be made between parties to this Agreement pursuant to the terms of any Stock Pledge Agreement in place on the date of this Agreement. For purposes of complying with the securities laws and National Instrument 45-102 - Resale of Securitiesthis Section, the Purchaser and each beneficial purchaser“immediate family” shall mean a spouse, if anylineal descendant, understands and acknowledges that upon the issuance father, mother, brother or sister of the Shares and Warrants and transferor. (c) Each Shareholder hereby agrees that to the Shares issuable on extent that it assigns securities received by it to employees and/or officers of such Shareholder, it will obtain appropriate lock-up agreements from such assignees prior to completing such assignment. (d) The restrictions set forth in this section 1 shall not apply to any shares of Company capital stock acquired after the date hereof; provided however, that section 1 shall apply to any shares of Company capital stock acquired upon exercise of the Warrantsany options, if exercised warrants or other rights to acquire Company capital stock that were issued on or prior to the date that is four months and one day following the Closing Date, the certificates representing the Shares, Warrants and the Shares issuable on exercise of the Warrants, shall bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE]hereof.”