Common use of Restrictions and Transfers under United States Securities Laws Clause in Contracts

Restrictions and Transfers under United States Securities Laws. (1) The Warrants and the Underlying Securities have not been and will not be registered under the U.S. Securities Act and applicable state securities laws and the Corporation has no current intention to effect such registration. Each Warrant Certificate, and each certificate representing the Underlying Securities, originally issued to, or for the account or benefit of, a U.S. Person or a person in the United States, and each Warrant Certificate and each certificate representing Underlying Securities issued in exchange therefor in substitution thereof shall bear the following additional legend until such time as the legend is no longer required under applicable requirements of the U.S. Securities Act or applicable state securities laws: provided, that if at the time the Corporation is a “foreign issuer” as defined in Regulation S, Warrants or Underlying Securities bearing such legend are being sold outside the United States in accordance with Rule 904 of Regulation S and in compliance with Canadian laws and regulations, the legend may be removed by providing a declaration to the registrar and transfer agent in the form as the Corporation may prescribe from time to time; notwithstanding the foregoing, the Corporation’s transfer agent may impose additional requirements for the removal of legends from securities sold in accordance with Rule 904 of Regulation S in the future; provided further, that if any such Warrants or such Underlying Securities are being sold pursuant to Rule 144 under the U.S. Securities Act, the legend may be removed by delivery to the registrar and transfer agent of an opinion of counsel in form and substance reasonably satisfactory to the Corporation, to the effect that the legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws.

Restrictions and Transfers under United States Securities Laws. ‌ (1) The Warrants and the Underlying Securities Shares have not been and will not be registered under the U.S. Securities Act and applicable state securities laws and the Corporation has no current intention to effect such registration. Each Warrant Certificate, All Warrants and each certificate representing Shares issued in the Underlying Securities, originally issued to, United States or to or for the account or benefit of, of a U.S. Person or that is not a person Qualified Institutional Buyer that has agreed to comply with applicable restrictions under the U.S. Securities Act will be issued in the United States, certificated form only and each Warrant Certificate and each certificate representing Underlying Securities issued in exchange therefor in substitution thereof shall bear the following additional legend until such time as the legend is no longer required under applicable requirements closing of the U.S. Securities Act or applicable state securities lawsa Qualifying Acquisition: provided, that if at the time of issuance of the Warrants or Shares, as applicable, the Corporation is a “foreign issuer” as defined in Regulation S, and the Warrants or Underlying Securities bearing such legend and Shares, as applicable, are being sold outside the United States in accordance with Rule 904 of Regulation S and in compliance with Canadian laws and regulations, the legend may be removed by providing a declaration to the registrar and transfer agent in the form attached as Schedule “B” hereto or as the Corporation may prescribe from time to time; notwithstanding the foregoing, the Corporation’s transfer agent may impose additional requirements for the removal of legends from securities sold in accordance with Rule 904 of Regulation S in the future. (2) After the closing of a Qualifying Acquisition, unless otherwise directed by the Corporation, all Warrants issued to any Person in the United States or to or for the account or benefit of any U.S. Person will be issued in certificated form only and each Warrant Certificate shall bear the following additional legend until such time as the legend is no longer required under applicable requirements of the U.S. Securities Act or applicable state securities laws: provided, that if at the time of issuance of the Warrants or Shares, as applicable, the Corporation is a “foreign issuer” as defined in Regulation S, and the Warrants and Shares, as applicable, are being sold outside the United States in accordance with Rule 904 of Regulation S and in compliance with Canadian laws and regulations, the legend may be removed by providing a declaration to the registrar and transfer agent in the form attached as Schedule “B” hereto or as the Corporation may prescribe from time to time; notwithstanding the foregoing, the Corporation’s transfer agent may impose additional requirements for the removal of legends from securities sold in accordance with Rule 904 of Regulation S in the future; provided provided, further, that if any such of the Warrants or such Underlying Securities Shares, as applicable, are being sold pursuant to Rule 144 under of the U.S. Securities Act, if available, the legend may be removed by delivery delivering to the registrar Corporation and the transfer agent of for the Corporation an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Corporation, to the effect that the legend is no longer required under applicable requirements of the U.S. Securities Act. (3) If a certificate representing the Warrants or the Shares is tendered for transfer and bears the legend set forth in Section 2.13(1) or Section 2.13(2), as applicable, and the holder thereof has not obtained the prior written consent of the Corporation, the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the certificate representing such securities and the transfer is being made (i) to the Corporation, (ii) outside the United States in accordance with Rule 904 of Regulation S under the U.S. Securities Act, if available, and in compliance with any applicable local securities laws, (iii) in compliance with the exemption from registration under the U.S. Securities Act provided by (A) Rule 144 thereunder, if available, or (B) Rule 144A thereunder, if available, and in both cases, in compliance with any applicable state securities laws., or (iv) in another transaction that does not require registration under the U.S. Securities Act or any applicable state securities laws, and in the case of (iii)(A) and

Restrictions and Transfers under United States Securities Laws. (1) The Warrants and the Underlying Securities Shares have not been and will not be registered under the U.S. Securities Act and applicable state securities laws and the Corporation has no current intention to effect such registration. Each Warrant CertificateAll Warrants and Shares issued to a U.S. Person, that is not a Qualified Institutional Buyer, will be issued in certificated form only and each certificate representing the Underlying Securities, originally issued to, or for the account or benefit of, a U.S. Person or a person in the United States, and each such Warrant Certificate and each certificate representing Underlying Securities issued in exchange therefor in substitution thereof shall bear the following additional legend until such time as the legend is no longer required under applicable requirements closing of the U.S. Securities Act or applicable state securities lawsa Qualifying Transaction: provided, that if at the time of issuance of the Warrants or Shares, as applicable, the Corporation is a “foreign issuer” as defined in Regulation S, and the Warrants or Underlying Securities bearing such legend and Shares, as applicable, are being sold outside the United States in accordance with Rule 904 of Regulation S and in compliance with Canadian laws and regulations, the legend may be removed by providing a declaration to the registrar and transfer agent in the form attached as Schedule “B” hereto or as the Corporation may prescribe from time to time; notwithstanding the foregoing, the Corporation’s transfer agent may impose additional requirements for the removal of legends from securities sold in accordance with Rule 904 of Regulation S in the future. (2) After the closing of a Qualifying Transaction of the Corporation, all Warrants issued to a U.S. Person will be issued in certificated form only and each such Warrant Certificate shall bear the following additional legend until such time as the legend is no longer required under applicable requirements of the U.S. Securities Act or applicable state securities laws: provided, that if at the time of issuance of the Warrants or Shares, as applicable, the Corporation is a “foreign issuer” as defined in Regulation S, and the Warrants and Shares, as applicable, are being sold outside the United States in accordance with Rule 904 of Regulation S and in compliance with Canadian laws and regulations, the legend may be removed by providing a declaration to the registrar and transfer agent in the form attached as Schedule “B” hereto or as the Corporation may prescribe from time to time; notwithstanding the foregoing, the Corporation’s transfer agent may impose additional requirements for the removal of legends from securities sold in accordance with Rule 904 of Regulation S in the future; provided provided, further, that if any such of the Warrants or such Underlying Securities Shares, as applicable, are being sold pursuant to Rule 144 under of the U.S. Securities Act, if available, the legend may be removed by delivery delivering to the registrar Corporation and the transfer agent of for the Corporation an opinion of counsel of recognized standing, or other evidence of exemption, in form and substance reasonably satisfactory to the Corporation, to the effect that the legend is no longer required under applicable requirements of the U.S. Securities Act Act. (3) If a certificate representing the Warrants or state the Shares is tendered for transfer and bears the legend set forth in Section 2.13(1) or Section 2.13(2), as applicable, and the holder thereof has not obtained the prior written consent of the Corporation, the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the certificate representing such securities laws.and the transfer is being made (i) to the Corporation,

Restrictions and Transfers under United States Securities Laws. (1) The Warrants and the Underlying Securities Shares have not been and will not be registered under the U.S. Securities Act and applicable state securities laws and the Corporation has no current intention to effect such registration. Each Warrant CertificateAll Warrants and Shares issued to a U.S. Person, that is not a Qualified Institutional Buyer, will be issued in certificated form only and each certificate representing the Underlying Securities, originally issued to, or for the account or benefit of, a U.S. Person or a person in the United States, and each such Warrant Certificate and each certificate representing Underlying Securities issued in exchange therefor in substitution thereof shall bear the following additional legend until such time as the legend is no longer required under applicable requirements closing of the U.S. Securities Act or applicable state securities lawsa Qualifying Transaction: provided, that if at the time of issuance of the Warrants or Shares, as applicable, the Corporation is a “foreign issuer” as defined in Regulation S, and the Warrants or Underlying Securities bearing such legend and Shares, as applicable, are being sold outside the United States in accordance with Rule 904 of Regulation S and in compliance with Canadian laws and regulations, the legend may be removed by providing a declaration to the registrar and transfer agent in the form attached as Schedule “B” hereto or as the Corporation may prescribe from time to time; notwithstanding the foregoing, the Corporation’s transfer agent may impose additional requirements for the removal of legends from securities sold in accordance with Rule 904 of Regulation S in the future. (2) After the closing of a Qualifying Transaction of the Corporation, all Warrants issued to a U.S. Person will be issued in certificated form only and each such Warrant Certificate shall bear the following additional legend until such time as the legend is no longer required under applicable requirements of the U.S. Securities Act or applicable state securities laws: provided, that if at the time of issuance of the Warrants or Shares, as applicable, the Corporation is a “foreign issuer” as defined in Regulation S, and the Warrants and Shares, as applicable, are being sold outside the United States in accordance with Rule 904 of Regulation S and in compliance with Canadian laws and regulations, the legend may be removed by providing a declaration to the registrar and transfer agent in the form attached as Schedule “B” hereto or as the Corporation may prescribe from time to time; notwithstanding the foregoing, the Corporation’s transfer agent may impose additional requirements for the removal of legends from securities sold in accordance with Rule 904 of Regulation S in the future; provided provided, further, that if any such of the Warrants or such Underlying Securities Shares, as applicable, are being sold pursuant to Rule 144 under of the U.S. Securities Act, if available, the legend may be removed by delivery delivering to the registrar Corporation and the transfer agent of for the Corporation an opinion of counsel of recognized standing, or other evidence of exemption, in form and substance reasonably satisfactory to the Corporation, to the effect that the legend is no longer required under applicable requirements of the U.S. Securities Act. (3) If a certificate representing the Warrants or the Shares is tendered for transfer and bears the legend set forth in Section 2.13(1) or Section 2.13(2), as applicable, and the holder thereof has not obtained the prior written consent of the Corporation, the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the certificate representing such securities and the transfer is being made (i) to the Corporation, (ii) outside the United States in accordance with Rule 904 of Regulation S under the U.S. Securities Act, if available, and in compliance with any applicable local securities laws, (iii) in compliance with the exemption from registration under the U.S. Securities Act provided by (A) Rule 144 thereunder, if available, or (B) Rule 144A thereunder, if available, and in both cases, in compliance with any applicable state securities laws, or (iv) in another transaction that does not require registration under the U.S. Securities Act or any applicable state securities laws, and in the case of (iii)(A) and (iv) above, after the seller has furnished to the Corporation and the Warrant Agent requirements stated in Section 2.13(1) or Section 2.13(2), as applicable, to such effect. (4) Notwithstanding any terms set out herein, Warrants having the legend set forth in Section 2.13(1) or Section 2.13(2), as applicable, may not be held in the name of the Depository or in the form of Uncertificated Warrants. Notwithstanding any other provisions of this Agreement, in processing and registering transfers of Warrants, no duty or responsibility whatsoever shall rest upon the Warrant Agent to determine the compliance by any transferor or transferee with the terms of the legend contained in Section 2.13(1) or Section 2.13(2), as applicable, or with the relevant securities laws or regulations, including, without limitation, Regulation S of the U.S. Securities Act and the Warrant Agent shall be entitled to assume that all transfers are legal and proper.

Restrictions and Transfers under United States Securities Laws. (1) The Warrants and the Underlying Securities have not been and will not be registered under the U.S. Securities Act and applicable state securities laws and the Corporation has no current intention to effect such registration. Each Warrant Certificate, and each certificate representing the Underlying Securities, originally issued to, or for the account or benefit of, a U.S. Person or a person in the United States, and each Warrant Certificate and each certificate representing Underlying Securities issued in exchange therefor in substitution thereof shall bear the following additional legend until such time as the legend is no longer required under applicable requirements of the U.S. Securities Act or applicable state securities laws: provided, that if at the time the Corporation is a “foreign issuer” as defined in Regulation S, Warrants or Underlying Securities bearing such legend are being sold outside the United States in accordance with Rule 904 of Regulation S and in compliance with Canadian laws and regulations, the legend may be removed by providing a declaration to the registrar and transfer agent in the form as the Corporation may prescribe from time to time; notwithstanding the foregoing, the Corporation’s transfer agent may impose additional requirements for the removal of legends from securities sold in accordance with Rule 904 of Regulation S in the future; provided further, that if any such Warrants or such Underlying Securities are being sold pursuant to Rule 144 under the U.S. Securities U.S.Securities Act, the legend may be removed by delivery to the registrar and transfer agent of an opinion of counsel in form and substance reasonably satisfactory to the Corporation, to the effect that the legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws.