Common use of Securities Restrictions Clause in Contracts

Securities Restrictions. Notwithstanding anything herein contained, Common Shares will be issued upon exercise of a Warrant only in compliance with the securities laws of any applicable jurisdiction, including without limitation the Applicable Securities Laws, and, without limiting the generality of the foregoing, the Corporation will direct the Warrant Agent to legend any certificates representing the Common Shares if, in the opinion of counsel to the Corporation acting reasonably, such legend is necessary in order to avoid a violation of the Applicable Securities Laws or to comply with the requirements of any stock exchange on which the Common Shares are listed; provided that if, at any time, in the opinion of counsel to the Corporation, acting reasonably, such legends are no longer necessary in order to avoid a violation of any such laws, or the holder of any such legended certificate, at his or her expense, provides the Corporation with evidence in form and substance reasonably satisfactory to the Corporation (which may include an opinion of Counsel of recognized standing in form and substance reasonably satisfactory to the Corporation) to the effect that such holder is entitled to sell or otherwise transfer such Common Shares in a transaction in which such legends are not required, such legended certificates may thereafter be surrendered to the Warrant Agent in exchange for a certificate which does not bear such legends. The Warrant Agent shall be entitled to assume that Common Shares may be issued pursuant to the exercise of any Warrant without violating any Applicable Securities Laws and without legending the certificate representing the Common Shares unless the Warrant Agent has received notice in writing from the Corporation stating otherwise and setting forth the restrictions on the exercise of the Warrants and any legend the certificates representing the Common Shares should bear. For greater certainty, should no Registration Statement be effective under the U.S. Securities Act, the Corporation shall permit, at the Corporation's sole discretion, either the Cashless Exercise or redemption of the Warrants held by Warrantholders as set forth in Section 3.4 and shall not be permitted to issue legended Common Shares in lieu thereof.

Securities Restrictions. (i) Notwithstanding anything herein containedany other provision of this Agreement, no shares of Common Shares will Stock covered by this Agreement shall be issued transferable except upon exercise of a Warrant only the conditions specified in this Section 3(a), which conditions are intended to insure compliance with the securities laws provisions of the Securities Act. (ii) Each certificate or book-entry notation representing shares of Common Stock covered by this Agreement shall (unless otherwise permitted by the provisions of paragraph (iv) of this Section 3(a)) be stamped or otherwise imprinted with a legend in substantially the form provided in Section 14. (iii) The holder of any applicable jurisdictionshares of Common Stock covered by this Agreement agrees, including without limitation prior to any transfer of any such shares, to give written notice to the Applicable Securities Laws, and, without limiting Corporation of such holder’s intention to effect such transfer and to comply in all other respects with the generality provisions of this Section 3(a). Each such notice shall describe the manner and circumstances of the foregoingproposed transfer. Upon request by the Corporation, the Corporation will direct holder delivering such notice shall deliver a written opinion, addressed to the Warrant Agent to legend any certificates representing Corporation, of counsel for the Common Shares ifholder of such shares, stating that in the opinion of such counsel to the Corporation acting reasonably, such legend is necessary in order to avoid a violation of the Applicable Securities Laws or to comply with the requirements of any stock exchange on which the Common Shares are listed; provided that if, at any time, in the opinion of counsel to the Corporation, acting reasonably, such legends are no longer necessary in order to avoid a violation of any such laws, or the holder of any such legended certificate, at his or her expense, provides the Corporation with evidence in form and substance reasonably satisfactory to the Corporation (which may include an opinion of Counsel of recognized standing in form and substance counsel shall be reasonably satisfactory to the Corporation) to the effect that such holder is entitled to sell or otherwise proposed transfer such Common Shares in does not involve a transaction in which requiring registration or qualification of such legends are not required, shares under the Securities Act. Such holder of such legended certificates may thereafter be surrendered to the Warrant Agent in exchange for a certificate which does not bear such legends. The Warrant Agent shares shall be entitled to assume that Common Shares may be issued pursuant transfer such shares in accordance with the terms of the notice delivered to the exercise Corporation, if the Corporation does not reasonably object to such transfer and request such opinion within fifteen (15) Business Days after delivery of such notice, or, if it requests such opinion, does not reasonably object to such transfer within fifteen (15) Business Days after delivery of such opinion. Subject to paragraph (iv) of this Section 3(a), each certificate or other instrument evidencing any such transferred shares of Common Stock shall bear the legend required by paragraph (ii) of this Section 3(a) unless (A) such opinion of counsel to the holder of such shares (which opinion and counsel shall be reasonably acceptable to the Corporation) states that registration of any Warrant without violating any Applicable Securities Laws and without legending future transfer is not required by the certificate representing the Common Shares unless the Warrant Agent has received notice in writing from the Corporation stating otherwise and setting forth the restrictions on the exercise applicable provisions of the Warrants and any legend the certificates representing the Common Shares should bear. For greater certainty, should no Registration Statement be effective under the U.S. Securities Act, Act or (B) the Corporation shall permithave waived the requirement of such legend, at which waiver may or may not be given in the Corporation's sole ’s absolute discretion. (iv) Notwithstanding the foregoing provisions of this Section 3(a), either the Cashless Exercise restrictions imposed by this Section 3(a) upon the transferability of any shares of Common Stock covered by this Agreement shall cease and terminate when (A) any such shares are sold or redemption otherwise disposed of pursuant to an effective Registration Statement under the Warrants held Securities Act or (B) the holder of such shares has met the requirements for transfer of such shares pursuant to Rule 144 under the Securities Act. Whenever the restrictions imposed by Warrantholders this Section 3(a) shall terminate, the holder of any shares as to which such restrictions have terminated shall be entitled to receive from the Corporation, without expense, a new certificate (or book-entry notation) not bearing the restrictive legend set forth in Section 3.4 14 and shall not be permitted containing any other reference to issue legended Common Shares in lieu thereofthe restrictions imposed by this Section 3(a).

Securities Restrictions. Notwithstanding anything herein contained(a) In addition to the contractual restrictions on transfer set forth in this Agreement and the Stockholder Agreement, Common the Shares will (or interests therein) cannot be issued upon exercise of a Warrant only in compliance with offered, sold or transferred unless the Shares are registered and qualified under the Securities Act and applicable state securities laws of any applicable jurisdictionor exemptions from such registration and qualification requirements are available, including without limitation the Applicable Securities Lawsor such registration and qualification requirements are inapplicable, and, without limiting the generality of the foregoing, the Corporation will direct the Warrant Agent to legend any certificates representing the Common Shares if, as reflected in the an opinion of counsel to the Corporation acting reasonably, such legend is necessary in order to avoid a violation of the Applicable Securities Laws or to comply with the requirements of any stock exchange on which the Common Shares are listed; provided that if, at any time, in the opinion of counsel to the Corporation, acting reasonably, such legends are no longer necessary in order to avoid a violation of any such laws, or the holder of any such legended certificate, at his or her expense, provides the Corporation with evidence Purchaser in form and substance reasonably satisfactory to the Corporation Company. In the absence of an effective registration statement covering the Shares or an available exemption from registration under the Securities Act and applicable state securities laws, the Shares must be held indefinitely and may not be sold pursuant to Rule 144 promulgated under the Securities Act unless all of the conditions of that rule are met. (which may include an opinion of Counsel of recognized standing in form and substance reasonably satisfactory b) In addition to any legends required by the Corporation) Stockholder Agreement, the Certificates will bear a legend to the effect set forth below, and appropriate stop transfer instructions against the Shares will be placed with any transfer agent of the Company to ensure compliance with the restrictions set forth herein. "THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL TO THE HOLDER OF THE SHARES OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED." (c) Each recipient of Shares or interests therein shall, as a condition to transfer of any Shares or interest therein, cause the transferee to enter into the Stockholder Agreement, provided that, with respect to each such agreement, this requirement will not apply to transfers made after the agreement has terminated. (d) In connection with any underwritten public offering of securities of the Company or any of its affiliates within three (3) years of the date hereof, if the managing underwriter believes that it is appropriate in connection with the offering to limit public sales of such holder is entitled to sell or otherwise transfer such Common Shares in a transaction in which such legends are not requiredsecurities by Company's stockholders, such legended certificates may thereafter be surrendered the Purchaser will agree to the Warrant Agent managing underwriter's standard form of "lock up" agreement prohibiting transfers of any Common Stock owned by the Purchaser, including without limitation shares acquired other than pursuant hereto (other than shares included in exchange the offering) for a certificate which does not bear such legends. The Warrant Agent shall be entitled to assume that Common Shares period as may be issued pursuant required by the managing underwriter not to exceed twenty (20) days prior to, and one hundred and eighty (180) days after, the exercise of any Warrant without violating any Applicable Securities Laws and without legending the certificate representing the Common Shares unless the Warrant Agent has received notice in writing from the Corporation stating otherwise and setting forth the restrictions on the exercise effective date of the Warrants registration statement for such offering, provided however, that (i) such lock up provision may not be invoked more than once in any 365 day period, (ii) such lock up provision will be contingent upon the officers and any legend the certificates representing the Common Shares should bear. For greater certainty, should no Registration Statement be effective under the U.S. Securities Act, the Corporation shall permit, at the Corporation's sole discretion, either the Cashless Exercise or redemption directors of the Warrants held by Warrantholders as set forth in Section 3.4 registrant entering into similar lock up agreements, and shall (iii) the Purchaser will not be permitted required to issue legended comply with this lock up provision if any other stockholder owning more shares of Common Shares in lieu thereofStock than the Purchaser and who is subject to a contractual lock up provision similar to this one has been released from such lock up obligation.

Securities Restrictions. Notwithstanding anything herein containedany provision to the contrary contained in this Indenture, Common no Warrant Shares will be issued upon pursuant to the exercise of any Warrant if the issuance of such Warrant Shares would constitute a Warrant only in compliance with the securities laws violation of any applicable jurisdiction, including without limitation the Applicable Securities Laws, and, without limiting the generality of the foregoing, the Corporation will direct legend the Warrant Agent to legend any certificates representing the Common Warrant Shares if, in the opinion of counsel to the Corporation acting reasonably, such legend is necessary in order to avoid a violation of the Applicable Securities Laws or to comply with the requirements of any stock exchange on which the Common Warrant Shares are listed; , provided that if, at any time, in the opinion of counsel to the Corporation, acting reasonably, such legends are no longer necessary in order to avoid a violation of any such laws, or the holder of any such legended certificate, at his or her expense, provides the Corporation with evidence satisfactory in form and substance reasonably satisfactory to the Corporation (which may include an opinion of Counsel of recognized standing in form and substance reasonably satisfactory to the Corporation) to the effect that such holder is entitled to sell or otherwise transfer such Common Warrant Shares in a transaction in which such legends are not required, such legended certificates may thereafter be surrendered to the Warrant Agent in exchange for a certificate which does not bear such legends. The Warrant Agent shall be entitled to assume that Common Warrant Shares may be issued pursuant to the exercise of any Warrant without violating any Applicable Securities Laws and without legending the certificate representing the Common Warrant Shares unless the Warrant Agent has received notice in writing from the Corporation stating otherwise and setting forth the restrictions on the exercise of the Warrants and any legend the certificates representing the Common Warrant Shares should bearcontain. For greater certainty, should no Registration Statement be effective under the U.S. Securities Acteffective, the Corporation shall permit, at permit the Corporation's sole discretion, either the Cashless Exercise or redemption cashless exercise of the Warrants held by Warrantholders as set forth in Section 3.4 4.12 and shall not be permitted to issue legended Common Warrant Shares in lieu thereof.

Securities Restrictions. (i) Notwithstanding anything herein containedany other provision of this Agreement, no shares of Common Shares will Stock covered by this Agreement shall be issued transferable except upon exercise of a Warrant only the conditions specified in this Section 2(a), which conditions are intended to ensure compliance with the securities laws provisions of the Securities Act. (ii) Each certificate or book-entry notation representing shares of Common Stock covered by this Agreement shall (unless otherwise permitted by the provisions of paragraph (iv) of this Section 2(a)) be stamped or otherwise imprinted with a legend in substantially the form provided in Section 12. (iii) The holder of any applicable jurisdictionshares of Common Stock covered by this Agreement agrees, including without limitation prior to any transfer of any such shares, to give written notice to the Applicable Securities Laws, and, without limiting Corporation of such holder’s intention to effect such transfer and to comply in all other respects with the generality provisions of this Section 2(a). Each such notice shall describe the manner and circumstances of the foregoingproposed transfer. Upon request by the Corporation, the Corporation will direct holder delivering such notice shall deliver a written opinion, addressed to the Warrant Agent to legend any certificates representing Corporation, of counsel for the Common Shares ifholder of such shares, stating that in the opinion of such counsel to the Corporation acting reasonably, such legend is necessary in order to avoid a violation of the Applicable Securities Laws or to comply with the requirements of any stock exchange on which the Common Shares are listed; provided that if, at any time, in the opinion of counsel to the Corporation, acting reasonably, such legends are no longer necessary in order to avoid a violation of any such laws, or the holder of any such legended certificate, at his or her expense, provides the Corporation with evidence in form and substance reasonably satisfactory to the Corporation (which may include an opinion of Counsel of recognized standing in form and substance counsel shall be reasonably satisfactory to the Corporation) to the effect that such holder is entitled to sell or otherwise proposed transfer such Common Shares in does not involve a transaction in which requiring registration or qualification of such legends are not required, shares under the Securities Act. Such holder of such legended certificates may thereafter be surrendered to the Warrant Agent in exchange for a certificate which does not bear such legends. The Warrant Agent shares shall be entitled to assume that Common Shares may be issued pursuant transfer such shares in accordance with the terms of the notice delivered to the exercise Corporation, if the Corporation does not reasonably object to such transfer and request such opinion within fourteen (14) Business Days after delivery of such notice, or, if it requests such opinion, does not reasonably object to such transfer within fourteen (14) Business Days after delivery of such opinion. Subject to paragraph (iv) of this Section 2(a), each certificate or other instrument evidencing any such transferred shares of Common Stock shall bear the legend required by paragraph (ii) of this Section 2(a) unless (A) such opinion of counsel to the holder of such shares (which opinion and counsel shall be reasonably acceptable to the Corporation) states that registration of any Warrant without violating any Applicable Securities Laws and without legending future transfer is not required by the certificate representing the Common Shares unless the Warrant Agent has received notice in writing from the Corporation stating otherwise and setting forth the restrictions on the exercise applicable provisions of the Warrants and any legend the certificates representing the Common Shares should bear. For greater certainty, should no Registration Statement be effective under the U.S. Securities Act, Act or (B) the Corporation shall permithave waived the requirement of such legend, at which waiver may or may not be given in the Corporation's sole ’s absolute discretion. (iv) Notwithstanding the foregoing provisions of this Section 2(a), either the Cashless Exercise restrictions imposed by this Section 2(a) upon the transferability of any shares of Common Stock covered by this Agreement shall cease and terminate when (A) any such shares are sold or redemption otherwise disposed of pursuant to an effective Registration Statement under the Warrants held Securities Act or (B) the holder of such shares has met the requirements for transfer of such shares pursuant to Rule 144 under the Securities Act. Whenever the restrictions imposed by Warrantholders this Section 2(a) shall terminate, the holder of any shares as to which such restrictions have terminated shall be entitled to receive from the Corporation, without expense, a new certificate (or book-entry notation) not bearing the restrictive legend set forth in Section 3.4 12 and shall not be permitted containing any other reference to issue legended Common Shares in lieu thereofthe restrictions imposed by this Section 2(a).

Securities Restrictions. Notwithstanding anything herein contained, Common Shares 4.5.1 No Underlying Securities will be issued upon exercise pursuant to the conversion of any Special Warrant if the issue of such Underlying Securities would constitute a Warrant only in compliance with violation of the securities laws of any the applicable jurisdiction, including without limitation the Applicable Securities Laws, jurisdiction and, without limiting the generality of the foregoing, the Corporation will direct the Warrant Agent to legend any certificates representing the Common Shares ifUnderlying Securities thereby issued will bear such legend or legends as may, in the opinion of counsel Counsel to the Corporation acting reasonablyCorporation, such legend is be necessary or advisable in order to avoid a violation of the Applicable Securities Laws any securities laws of any jurisdiction or to comply with the requirements of any stock exchange on which the Common Shares are then listed; , provided that if, at any time, in the opinion of counsel Counsel to the Corporation, acting reasonably, such legend or legends are no longer necessary or advisable in order to avoid a violation of any such lawslaws or requirements, or the holder of any such legended certificate, at his or her expensethe expense thereof, provides the Corporation with evidence satisfactory in form and substance reasonably satisfactory to the Corporation (which may include an opinion of Counsel of recognized standing in form and substance reasonably satisfactory to the Corporation) to the effect that such holder is entitled to sell or otherwise transfer such Common Shares Warrants and Convertible Debentures in a transaction in which such legend or legends are not required, such legended certificates certificate may thereafter be surrendered to the Warrant Agent Corporation in exchange for a certificate which does not bear such legend or legends. 4.5.2 Certificates representing Convertible Debentures issued in the United States or to or for the account or benefit of a U.S. Person upon the conversion of Special Warrants shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR ANY STATE SECURITIES LAWS. The Warrant Agent THE HOLDER HEREOF, BY PURCHASING OR OTHERWISE HOLDING SUCH SECURITIES, AGREES FOR THE BENEFIT OF XXXXX GAMING GROUP INC. (THE “CORPORATION”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE CANADIAN LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY XXXXXXXXXX XXXXX XXXXXXXXXX XXXX XX XXX XXXXXX XXXXXX, AFTER THE HOLDER HAS, IN THE CASE OF (C) OR (D) ABOVE, FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE CORPORATION. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.” Certificates representing Warrants issued in the United States or to or for the account or benefit of a U.S. Person upon the conversion of Special Warrants shall be entitled to assume bear the following legend: “THIS WARRANT AND THE SECURITIES DELIVERABLE UPON EXERCISE THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES. THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON UNLESS THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE 1933 ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. THIS WARRANT MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, OR (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT AND IN COMPLIANCE WITH APPLICABLE CANADIAN LOCAL LAWS AND REGULATIONS. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.” provided, that Common Shares if any of the Underlying Securities are being sold under clause (B) above, at a time when the Corporation is a “foreign issuer” as defined in Rule 902 of Regulation S, the legend set forth above, as applicable, may be issued removed by providing a declaration to the Corporation and its transfer agent in the form attached hereto as Schedule “C” (or as the Corporation may from time to time prescribe), and provided that the Corporation may at any time rescind this procedure for the removal of restrictive legends if it determines that this procedure no longer complies with applicable legal requirements; provided further, that if any of the Underlying Securities are being sold pursuant to the exercise Rule 144 of any Warrant without violating any Applicable Securities Laws and without legending the certificate representing the Common Shares unless the Warrant Agent has received notice in writing from the Corporation stating otherwise and setting forth the restrictions on the exercise of the Warrants and any legend the certificates representing the Common Shares should bear. For greater certainty, should no Registration Statement be effective under the U.S. Securities Act, the Corporation shall permitlegend set forth above, at as applicable, may be removed by delivery to the Corporation's sole discretion, either ’s transfer agent of an opinion satisfactory to the Cashless Exercise or redemption Corporation to the effect that the legend is no longer required under applicable requirements of the Warrants held by Warrantholders as set forth in Section 3.4 and shall not be permitted to issue legended Common Shares in lieu thereofU.S. Securities Act or state securities laws.

Securities Restrictions. Notwithstanding anything herein contained(a) In addition to the contractual restrictions on transfer set forth in this Agreement and the Stockholder Agreement, Common the Shares will (or interests therein) cannot be issued upon exercise of a Warrant only in compliance with offered, sold or transferred unless the Shares are registered and qualified under the Securities Act and applicable state securities laws of any applicable jurisdictionor exemptions from such registration and qualification requirements are available, including without limitation the Applicable Securities Lawsor such registration and qualification requirements are inapplicable, and, without limiting the generality of the foregoing, the Corporation will direct the Warrant Agent to legend any certificates representing the Common Shares if, as reflected in the an opinion of counsel to the Corporation acting reasonably, such legend is necessary in order to avoid a violation of the Applicable Securities Laws or to comply with the requirements of any stock exchange on which the Common Shares are listed; provided that if, at any time, in the opinion of counsel to the Corporation, acting reasonably, such legends are no longer necessary in order to avoid a violation of any such laws, or the holder of any such legended certificate, at his or her expense, provides the Corporation with evidence Purchaser in form and substance reasonably satisfactory to the Corporation Company. In the absence of an effective registration statement covering the Shares or an available exemption from registration under the Securities Act and applicable state securities laws, the Shares must be held indefinitely, and may not be sold pursuant to Rule 144 promulgated under the Securities Act unless all of the conditions of that rule are met. (which may include an opinion of Counsel of recognized standing in form b) In addition to any legends required by the Stockholder Agreement and substance reasonably satisfactory to the Corporation) Voting Agreement, the Certificates will bear a legend to the effect that such holder is entitled set forth below and appropriate stop transfer instructions against the Shares will be placed with any transfer agent of the Company to sell ensure compliance with the restrictions set forth herein. "THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL TO THE HOLDER OF THE SHARES OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED. (c) Each recipient of Shares or otherwise interests therein shall, as a condition to transfer such Common Shares in a transaction in which such legends are not required, such legended certificates may thereafter be surrendered to the Warrant Agent in exchange for a certificate which does not bear such legends. The Warrant Agent shall be entitled to assume that Common Shares may be issued pursuant to the exercise of any Warrant without violating any Applicable Securities Laws Shares or interest therein, cause the transferee to enter into the Stockholder Agreement and without legending the certificate representing Voting Agreement, provided that, with respect to each such agreement, this requirement will not apply to transfers made after the Common Shares unless the Warrant Agent agreement has received notice in writing from the Corporation stating otherwise and setting forth the restrictions on the exercise of the Warrants and any legend the certificates representing the Common Shares should bear. For greater certainty, should no Registration Statement be effective under the U.S. Securities Act, the Corporation shall permit, at the Corporation's sole discretion, either the Cashless Exercise or redemption of the Warrants held by Warrantholders as set forth in Section 3.4 and shall not be permitted to issue legended Common Shares in lieu thereofterminated.

Securities Restrictions. Notwithstanding anything herein contained, Common Shares will be issued upon exercise of a Warrant only in compliance with the securities laws of any applicable jurisdiction, including without limitation the Applicable Securities Laws, and, without limiting the generality of the foregoing, the Corporation will direct the Warrant Agent to legend any certificates representing the Common Shares if, in the opinion of counsel to the Corporation acting reasonably, such legend is necessary in order to avoid a violation of the Applicable Securities Laws or to comply with the requirements of any stock exchange on which the Common Shares are listed; provided that if, at any time, in the opinion of counsel to the Corporation, acting reasonably, such legends are no longer necessary in order to avoid a violation of any such laws, or the holder of any such legended certificate, at his or her expense, provides the Corporation with evidence in form and substance reasonably satisfactory to the Corporation (which may include an opinion of Counsel of recognized standing in form and substance reasonably satisfactory to the Corporation) to the effect that such holder is entitled to sell or otherwise transfer such Common Shares in a transaction in which such legends are not required, such legended certificates may thereafter be surrendered to the Warrant Agent in exchange for a certificate which does not bear such legends. The Warrant Agent shall be entitled to assume that Common Shares may be issued pursuant to the exercise of any Warrant without violating any Applicable Securities Laws and without legending the certificate representing the Common Shares unless the Warrant Agent has received notice in writing from the Corporation stating otherwise and setting forth the restrictions on the exercise of the Warrants and any legend the certificates representing the Common Shares should bear. For greater certainty, should no Registration Statement be effective under the U.S. Securities ActAct and no exemption from the registration requirements of the U.S. Securities Act be available such that a Warrantholder may receive freely tradable Common Shares upon exercise of Warrants, the Corporation shall permit, at the Corporation's sole discretion, either permit the Cashless Exercise or redemption of the Warrants held by Warrantholders as set forth in Section 3.4 and shall not be permitted to issue legended Common Shares in lieu thereof.

Securities Restrictions. (a) Notwithstanding anything herein containedany other provision of this Agreement, no shares of Common Shares will Stock covered by this Agreement shall be issued transferable except upon exercise of a Warrant only the conditions specified in this Section 3(a), which conditions are intended to insure compliance with the securities laws provisions of the Securities Act. (b) Each certificate or book-entry notation representing shares of Common Stock covered by this Agreement shall (unless otherwise permitted by the provisions of paragraph (iv) of this Section 3(a)) be stamped or otherwise imprinted with a legend in substantially the form provided in Section 14. (c) The holder of any applicable jurisdictionshares of Common Stock covered by this Agreement agrees, including without limitation prior to any transfer of any such shares, to give written notice to the Applicable Securities Laws, and, without limiting Corporation of such holder’s intention to effect such transfer and to comply in all other respects with the generality provisions of this Section 3(a). Each such notice shall describe the manner and circumstances of the foregoingproposed transfer. Upon request by the Corporation, the Corporation will direct holder delivering such notice shall deliver a written opinion, addressed to the Warrant Agent to legend any certificates representing Corporation, of counsel for the Common Shares ifholder of such shares, stating that in the opinion of such counsel to the Corporation acting reasonably, such legend is necessary in order to avoid a violation of the Applicable Securities Laws or to comply with the requirements of any stock exchange on which the Common Shares are listed; provided that if, at any time, in the opinion of counsel to the Corporation, acting reasonably, such legends are no longer necessary in order to avoid a violation of any such laws, or the holder of any such legended certificate, at his or her expense, provides the Corporation with evidence in form and substance reasonably satisfactory to the Corporation (which may include an opinion of Counsel of recognized standing in form and substance counsel shall be reasonably satisfactory to the Corporation) to the effect that such holder is entitled to sell or otherwise proposed transfer such Common Shares in does not involve a transaction in which requiring registration or qualification of such legends are not required, shares under the Securities Act. Such holder of such legended certificates may thereafter be surrendered to the Warrant Agent in exchange for a certificate which does not bear such legends. The Warrant Agent shares shall be entitled to assume transfer such shares in accordance with the terms of the notice delivered to the Corporation, if the Corporation does not reasonably object to such transfer and request such opinion within fifteen (15) Business Days after delivery of such notice, or, if it requests such opinion, does not reasonably object to such transfer within fifteen (15) Business Days after delivery of such opinion. Subject to paragraph (iv) of this Section 3(a), each certificate or other instrument evidencing any such transferred shares of Common Stock shall bear the legend required by paragraph (ii) of this Section 3(a) unless (A) such opinion of counsel to the holder of such shares (which opinion and counsel shall be reasonably acceptable to the Corporation) states that registration of any future transfer is not required by the applicable provisions of the Securities Act or (B) the Corporation shall have waived the requirement of such legend, which waiver may or may not be given in the Corporation’s absolute discretion. (d) Notwithstanding the foregoing provisions of this Section 3(a), the restrictions imposed by this Section 3(a) upon the transferability of any shares of Common Shares may be issued Stock covered by this Agreement shall cease and terminate when (A) any such shares are sold or otherwise disposed of pursuant to the exercise of any Warrant without violating any Applicable Securities Laws and without legending the certificate representing the Common Shares unless the Warrant Agent has received notice in writing from the Corporation stating otherwise and setting forth the restrictions on the exercise of the Warrants and any legend the certificates representing the Common Shares should bear. For greater certainty, should no an effective Registration Statement be effective under the U.S. Securities Act, (B) the holder of such shares has met the requirements for transfer of such shares pursuant to Rule 144 under the Securities Act or (C) the Corporation shall permit, at has notified the Corporation's sole discretion, either holder thereof that the Cashless Exercise or redemption of Corporation has irrevocably waived and terminated the Warrants held by Warrantholders as restrictions set forth in Section 3.4 3 hereof, whether because such shares are eligible for sale pursuant to Rule 144 without regard to volume or otherwise in the absolute discretion in the Corporation. Whenever the restrictions imposed by Section 3(a) shall terminate, the holder of any shares as to which such restrictions have terminated shall be entitled to receive from the Corporation, without expense, a new certificate (or book-entry notation) not bearing the restrictive legend set forth in Section 14 and shall not be permitted containing any other reference to issue legended Common Shares in lieu thereofthe restrictions imposed by this Section 3(a). (e) [Intentionally Omitted].

Securities Restrictions. Notwithstanding anything herein containedEach of Sellers acknowledges that the MuniMae Common Shares, if and when issued, will not be registered under the Securities Act as of the date of issue, and therefore may not be resold without compliance with the Securities Act and any applicable state securities laws. The MuniMae Common Shares are being or will be acquired by each of Sellers solely for his own account and without a view to distribution within the meaning of the Securities Act. Each of Sellers covenants, warrants and represents that none of the MuniMae Common Shares will be issued upon exercise be, directly or indirectly, offered, sold, assigned, pledged, hypothecated, transferred or otherwise disposed of a Warrant only in except after full compliance with all of the applicable provisions of the Securities Act and applicable state securities laws of any applicable jurisdiction, including without limitation and the Applicable Securities Laws, and, without limiting the generality of the foregoing, the Corporation will direct the Warrant Agent to legend any certificates rules and regulations thereunder. Certificates representing the MuniMae Common Shares ifshall bear a legend in substantially the following language: THE SHARES REPRESENTED BY THIS CERTIFICATE WERE NOT ISSUED IN A TRANSACTION REGISTERED UNDER THE SECURITIES ACT OF 1933, in the opinion of counsel to the Corporation acting reasonablyAS AMENDED ( “1933 ACT”), such legend is necessary in order to avoid a violation of the Applicable Securities Laws or to comply with the requirements of any stock exchange on which the Common Shares are listed; provided that ifOR ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED HEREBY HAVE BEEN ACQUIRED WITHOUT A VIEW TO DISTRIBUTION WITHIN THE MEANING OF THE 1933 ACT AND MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT AND APPLICABLE STATE SECURITIES LAWS OR, at any timeIN THE OPINION OF COUNSEL TO THE COMPANY, in the opinion of counsel to the Corporation, acting reasonably, such legends are no longer necessary in order to avoid a violation of any such laws, or the holder of any such legended certificate, at his or her expense, provides the Corporation with evidence in form and substance reasonably satisfactory to the Corporation (which may include an opinion of Counsel of recognized standing in form and substance reasonably satisfactory to the Corporation) to the effect that such holder is entitled to sell or otherwise transfer such Common Shares in a transaction in which such legends are not required, such legended certificates may thereafter be surrendered to the Warrant Agent in exchange for a certificate which does not bear such legends. The Warrant Agent shall be entitled to assume that Common Shares may be issued pursuant to the exercise of any Warrant without violating any Applicable Securities Laws and without legending the certificate representing the Common Shares unless the Warrant Agent has received notice in writing from the Corporation stating otherwise and setting forth the restrictions on the exercise of the Warrants and any legend the certificates representing the Common Shares should bear. For greater certainty, should no Registration Statement be effective under the U.S. Securities Act, the Corporation shall permit, at the Corporation's sole discretion, either the Cashless Exercise or redemption of the Warrants held by Warrantholders as set forth in Section 3.4 and shall not be permitted to issue legended Common Shares in lieu thereofIS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND SUCH LAWS.

Securities Restrictions. Notwithstanding anything herein contained(a) In addition to the contractual restrictions on transfer set forth in this Agreement and the Stockholder Agreement, Common the Shares will (or interests therein) cannot be issued upon exercise of a Warrant only in compliance with offered, sold or transferred unless the Shares are registered and qualified under the Securities Act and applicable state securities laws of any applicable jurisdictionor exemptions from such registration and qualification requirements are available, including without limitation the Applicable Securities Lawsor such registration and qualification requirements are inapplicable, and, without limiting the generality of the foregoing, the Corporation will direct the Warrant Agent to legend any certificates representing the Common Shares if, as reflected in the an opinion of counsel to the Corporation acting reasonably, such legend is necessary in order to avoid a violation of the Applicable Securities Laws or to comply with the requirements of any stock exchange on which the Common Shares are listed; provided that if, at any time, in the opinion of counsel to the Corporation, acting reasonably, such legends are no longer necessary in order to avoid a violation of any such laws, or the holder of any such legended certificate, at his or her expense, provides the Corporation with evidence Purchaser in form and substance reasonably satisfactory to the Corporation Company. In the absence of an effective registration statement covering the Shares or an available exemption from registration under the Securities Act and applicable state securities laws, the Shares must be held indefinitely and may not be sold pursuant to Rule 144 promulgated under the Securities Act unless all of the conditions of that rule are met. (which may include an opinion of Counsel of recognized standing in form b) In addition to any legends required by the Stockholder Agreement and substance reasonably satisfactory to the Corporation) Voting Agreement, the Certificates will bear a legend to the effect set forth below, and appropriate stop transfer instructions against the Shares will be placed with any transfer agent of the Company to ensure compliance with the restrictions set forth herein. "THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW ANT) MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED UNLESS ANT) UNTIL REGISTERED UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL TO THE HOLDER OF THE SHARES OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED." (c) Each recipient of Shares or interests therein shall, as a condition to transfer of any Shares or interest therein, cause the transferee to enter into the Stockholder Agreement and the Voting Agreement, provided that, with respect to each such agreement, this requirement will not apply to transfers made after the agreement has terminated. (d) In connection with any underwritten public offering of securities of the Company or any of its affiliates within three (3) years of the date hereof, if the managing underwriter believes that it is appropriate in connection with the offering to limit public sales of such holder is entitled to sell or otherwise transfer such Common Shares in a transaction in which such legends are not requiredsecurities by Company's stockholders, such legended certificates may thereafter be surrendered the Purchaser will agree to the Warrant Agent in exchange for a certificate which does not bear such legends. The Warrant Agent shall be entitled to assume that Common Shares may be issued pursuant to the exercise managing underwriter's standard form of "lock up" agreement prohibiting transfers of any Warrant without violating any Applicable Securities Laws and without legending the certificate representing the Common Shares unless the Warrant Agent has received notice in writing from the Corporation stating otherwise and setting forth the restrictions on the exercise of the Warrants and any legend the certificates representing the Common Shares should bear. For greater certainty, should no Registration Statement be effective under the U.S. Securities Act, the Corporation shall permit, at the Corporation's sole discretion, either the Cashless Exercise or redemption of the Warrants held Stock owned by Warrantholders as set forth in Section 3.4 and shall not be permitted to issue legended Common Shares in lieu thereof.the

Securities Restrictions. Notwithstanding anything herein contained(a) In addition to the contractual restrictions on transfer set forth in this Agreement and the Stockholder Agreement, Common the Shares will (or interests therein) cannot be issued upon exercise of a Warrant only in compliance with offered, sold or transferred unless the Shares are registered and qualified under the Securities Act and applicable state securities laws of any applicable jurisdictionor exemptions from such registration and qualification requirements are available, including without limitation the Applicable Securities Lawsor such registration and qualification requirements are inapplicable, and, without limiting the generality of the foregoing, the Corporation will direct the Warrant Agent to legend any certificates representing the Common Shares if, as reflected in the an opinion of counsel to the Corporation acting reasonably, such legend is necessary in order to avoid a violation of the Applicable Securities Laws or to comply with the requirements of any stock exchange on which the Common Shares are listed; provided that if, at any time, in the opinion of counsel to the Corporation, acting reasonably, such legends are no longer necessary in order to avoid a violation of any such laws, or the holder of any such legended certificate, at his or her expense, provides the Corporation with evidence Purchaser in form and substance reasonably satisfactory to the Corporation Company. In the absence of an effective registration statement covering the Shares or an available exemption from registration under the Securities Act and applicable state securities laws, the Shares must be held indefinitely and may not be sold pursuant to Rule 144 promulgated under the Securities Act unless all of the conditions of that rule are met. (which may include an opinion of Counsel of recognized standing in form b) In addition to any legends required by the Stockholder Agreement and substance reasonably satisfactory to the Corporation) Voting Agreement, the Certificates will bear a legend to the effect set forth below, and appropriate stop transfer instructions against the Shares will be placed with any transfer agent of the Company to ensure compliance with the restrictions set forth herein. "THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL TO THE HOLDER OF THE SHARES OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED." (c) Each recipient of Shares or interests therein shall, as a condition to transfer of any Shares or interest therein, cause the transferee to enter into the Stockholder Agreement and the Voting Agreement, provided that, with respect to each such agreement, this requirement will not apply to transfers made after the agreement has terminated. (d) In connection with any underwritten public offering of securities of the Company or any of its affiliates within three (3) years of the date hereof, if the managing underwriter believes that it is appropriate in connection with the offering to limit public sales of such holder is entitled to sell or otherwise transfer such Common Shares in a transaction in which such legends are not requiredsecurities by Company's stockholders, such legended certificates may thereafter be surrendered the Purchaser will agree to the Warrant Agent managing underwriter's standard form of "lock up" agreement prohibiting transfers of any Common Stock owned by the Purchaser, including without limitation shares acquired other than pursuant hereto (other than shares included in exchange the offering) for a certificate which does not bear such legends. The Warrant Agent shall be entitled to assume that Common Shares period as may be issued pursuant required by the managing underwriter not to exceed twenty (20) days prior to, and one hundred and eighty (180) days after, the exercise of any Warrant without violating any Applicable Securities Laws and without legending the certificate representing the Common Shares unless the Warrant Agent has received notice in writing from the Corporation stating otherwise and setting forth the restrictions on the exercise effective date of the Warrants registration statement for such offering, provided however, that (i) such lock up provision may not be invoked more than once in any 365 day period, (ii) such lock up provision will be contingent upon the officers and any legend the certificates representing the Common Shares should bear. For greater certainty, should no Registration Statement be effective under the U.S. Securities Act, the Corporation shall permit, at the Corporation's sole discretion, either the Cashless Exercise or redemption directors of the Warrants held by Warrantholders as set forth in Section 3.4 registrant entering into similar lock up agreements, and shall (iii) the Purchaser will not be permitted required to issue legended comply with this lock up provision if any other stockholder owning more shares of Common Shares in lieu thereof.Stock than the Purchaser and

Securities Restrictions. (a) Notwithstanding anything herein contained, Common Shares Special Warrants and Units will only be issued upon pursuant to the transfer or exercise of a any Special Warrant only in compliance with the securities laws Applicable Legislation of any applicable jurisdiction, including without limitation the Applicable Securities Laws, jurisdiction and, without limiting the generality of the foregoing, in respect of any Special Warrants transferred or exercised for Units the Corporation will direct the Warrant Agent to legend any certificates representing the Common issued Special Warrants and Unit Shares ifand Warrants, as the case may be, will bear such legends as may, in the opinion of counsel Counsel to the Corporation acting reasonablyCorporation, such legend is be necessary in order to avoid a violation of the Applicable Securities Laws or other Applicable Legislation of such jurisdiction or to comply with the requirements of any stock exchange on which the Common Unit Shares are listed; , provided that if, at any time, in the opinion of counsel Counsel to the Corporation, acting reasonably, such legends are no longer necessary in order to avoid a violation of any such laws, or the holder of any such legended certificate, at his or her the holder’s expense, provides the Corporation with evidence satisfactory in form and substance reasonably satisfactory to the Corporation (which may include an opinion of Counsel of recognized standing in form and substance reasonably counsel satisfactory to the Corporation) to the effect that such holder is entitled to sell or otherwise transfer such Common Special Warrants or Unit Shares or Warrants, as the case may be, in a transaction in which such legends are not required, such legended certificates certificate may thereafter be surrendered to the Special Warrant Agent in exchange for a certificate which does not bear such legends. The Warrant Agent shall be entitled legend. (b) Subject to assume that Common subsection 3.8(c), certificates representing Unit Shares may be and Warrants issued pursuant to upon the exercise of any Warrant without violating any Applicable Securities Laws Special Warrants on or prior to the date that is four months and without legending a day following the certificate representing the Common Shares unless the Warrant Agent has received notice in writing from the Corporation stating otherwise and setting forth the restrictions on the exercise date of issuance of the Warrants Special Warrants, without the Principal Regulator having issued the Receipt, will bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [insert date that is four months plus one day following the date of issuance of the Special Warrants].” and any legend the certificates representing the Common Unit Shares should and Warrants may also bear the following legend, in accordance with the rules of the TSXV: “WITHOUT PRIOR WRITTEN APPROVAL OF THE 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 THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL [insert date that is 4 months plus one day following the date of the issuance of the Special Warrants].” Certificates representing Unit Shares and Warrants issued to Special Warrantholders upon the exercise or deemed exercise of Special Warrants after the Principal Regulator has issued the Receipt and on or after the date that is four months and a day following the date of issuance of the Special Warrants will not bear the forgoing legend. (c) If the Special Warrant Certificate representing Special Warrants exercised or deemed to have been exercised in accordance with this Article 3 bears the legend set forth in subsection 2.14(b), then any certificate representing Unit Shares or Warrants issued upon such exercise shall bear, in addition to any legends required by this Section 3.8, the following legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). For greater certaintyTHESE SECURITIES MAY BE OFFERED, should SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE ISSUER, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE 1933 ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE 1933 ACT OR ANY APPLICABLE STATE LAWS, AND THE HOLDER HAS, PRIOR TO SUCH SALE, PLEDGE OR TRANSFER AND AS MAY BE REQUIRED IN THE DISCRETION OF THE ISSUER OR ISSUER’S TRANSFER AGENT, FURNISHED TO THE ISSUER AND ISSUER’S TRANSFER AGENT AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE ISSUER AND ISSUER’S TRANSFER AGENT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.” provided, that if Unit Shares or Warrants are being sold outside the United States in compliance with the requirements of Rule 904 of Regulation S at a time when the Corporation is a “foreign issuer” as defined in Rule 902(e) of Regulation S at the time of sale, and in compliance with Canadian local laws and regulations, the legend may be removed by providing the Corporation’s transfer agent with a duly executed declaration in substantially the form set forth as Appendix 3 to the Special Warrant Certificate attached hereto (or in such other form as the Corporation may prescribe from time to time) and, if required by the Corporation or the transfer agent, an opinion of counsel of recognized standing in form and substance satisfactory to the Corporation and the transfer agent to the effect that such U.S. legend is no Registration Statement be effective longer required pursuant to the requirement of the U.S. Securities Act or state securities laws; and provided, further, that if any of the Unit Shares or Warrants are being sold pursuant to Rule 144 under the U.S. Securities ActAct or other exemption, if available, the Corporation shall permit, at above legend may be removed by delivery to the Corporation's sole discretion’s transfer agent of an opinion of counsel, either of recognized standing in form and substance satisfactory to the Cashless Exercise or redemption Corporation and the transfer agent, to the effect that such legend is no longer required under applicable requirements of the Warrants held by Warrantholders as set forth in Section 3.4 and shall not be permitted to issue legended Common Shares in lieu thereofU.S. Securities Act or state securities laws.

Securities Restrictions. (a) Notwithstanding anything herein containedcontained in this Indenture, Common Shares Special Warrants and Units will only be issued upon pursuant to the transfer or exercise of a any Special Warrant only in compliance with the securities laws Applicable Legislation of any applicable jurisdiction, including without limitation the Applicable Securities Laws, jurisdiction and, without limiting the generality of the foregoing, in respect of any Special Warrants transferred or exercised for Underlying Securities, the Corporation will direct the Warrant Agent to legend any certificates in physical or uncertificated form, representing the Common Shares ifissued Special Warrants and Underlying Securities, as the case may be, will bear such legends as may, in the opinion of counsel Counsel to the Corporation acting reasonablyCompany, such legend is be necessary in order to avoid a violation of the Applicable applicable Securities Laws or other Applicable Legislation of such jurisdiction or to comply with the requirements of any stock exchange on which the Common Underlying Shares are listed; provided provided, however, that if, at any time, in the opinion of counsel Counsel to the Corporation, acting reasonablyCompany, such legends are no longer necessary in order to avoid a violation of any such laws, or the holder of any such legended certificate, in physical or uncertificated form, at his or her the holder’s expense, provides the Corporation Company with evidence satisfactory in form and substance reasonably satisfactory to the Corporation Company (which may include an opinion of Counsel of recognized standing in form and substance reasonably counsel satisfactory to the CorporationCompany) to the effect that such holder is entitled to sell or otherwise transfer such Common Shares Special Warrants or Underlying Securities, as the case may be, in a transaction in which such legends are not required, such legended certificates certificate, in physical or uncertificated form, may thereafter be surrendered to the Special Warrant Agent in exchange for a certificate certificate, in physical or uncertificated form, which does not bear such legends. The Warrant Agent shall be entitled to assume that Common Shares may be issued pursuant to the exercise of any Warrant without violating any Applicable Securities Laws and without legending the certificate representing the Common Shares unless the Warrant Agent has received notice in writing from the Corporation stating otherwise and setting forth the restrictions on the exercise of the Warrants and any legend the legend. (b) All certificates representing the Common Shares should bear. For greater certaintyUnderlying Securities issued or Underlying Securities issued in certificated or uncertificated form upon the exercise or deemed exercise of Special Warrants prior to the Principal Regulator having issued the Receipt, should no Registration Statement be effective under will bear the U.S. Securities Actfollowing legends: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF: (I) SEPTEMBER 26, 2019; AND (II) THE DATE THE COMPANY BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY IN CANADA.” And, if applicable, the Corporation shall permitadditional legend: “WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, at THE 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 JANUARY 27, 2020.” (c) If the Corporation's sole discretion, either Special Warrant Certificate representing Special Warrants exercised or deemed to have been exercised in accordance with this Article 3 bears the Cashless Exercise or redemption of the Warrants held by Warrantholders as legend set forth in Section 3.4 and 2.13(b), then any certificate representing the Underlying Securities in physical form issued upon such exercise shall not be permitted bear, in addition to issue legended Common Shares in lieu thereof.any legends required by this Section 3.8, the following legend: “THE SECURITIES REPRESENTED HEREBY [AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF] HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). 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,

Securities Restrictions. Notwithstanding anything herein contained, The Warrants represented by this Warrant Certificate and the Common Shares will be issued deliverable upon exercise of a Warrant only in compliance with thereof have not been and will not be registered under the U.S. Securities Act or the securities laws of any applicable jurisdiction, including without limitation the Applicable Securities Laws, and, without limiting the generality state of the foregoingUnited States. This Warrant may not be exercised in the United States or by, or for the Corporation will direct account or benefit of, a U.S. Person and the Warrant Agent to legend any certificates representing the underlying Common Shares if, in may not be delivered within the opinion of counsel to United States unless this Warrant and the Corporation acting reasonably, such legend is necessary in order to avoid a violation of the Applicable Securities Laws or to comply with the requirements of any stock exchange on which the underlying Common Shares are listed; provided that if, at any time, in have been registered under the opinion of counsel to U.S. Securities Act and all applicable state securities laws or an exemption or exclusion from such registration requirements is available and the Corporation, acting reasonably, such legends are no longer necessary in order to avoid a violation of any such laws, or the holder of any such legended certificate, at his or her expense, provides the Corporation with Company has received evidence in form and substance reasonably satisfactory to the Corporation (Company, which evidence may include include, without limitation, an opinion of Counsel counsel of recognized standing in form and substance reasonably satisfactory to the Corporation) standing, to the effect that such holder exercise of the Warrant and issuance of the Warrant Shares is entitled exempt or excluded from registration under the U.S. Securities Act (it being acknowledged and agreed to sell or otherwise transfer such Common Shares that Sxxxxxx, Rxxx & Zxxxx LLP is a counsel of recognized standing), provided that if the Warrant is being exercised by the Offshore Purchaser as principal for its own account in a transaction an “offshore transaction” within the meaning of Rule 902 of Regulation S, where the representations and warranties of the Offshore Purchaser made in which such legends are not required, such legended certificates may thereafter be surrendered Appendix B to the Warrant Agent Securities Purchase Agreement are true and correct in exchange for a certificate which does not bear such legends. The Warrant Agent shall be entitled relation to assume that Common Shares may be issued pursuant to the exercise of any Warrant without violating any Applicable Securities Laws and without legending the certificate representing the Common Shares unless the Warrant Agent has received notice in writing from the Corporation stating otherwise and setting forth the restrictions on the exercise of the Warrants as of the date of exercise thereof and any legend the Offshore Purchaser represents and warrants to the Company as such by checking box (B) in Section 4 of the Exercise Notice delivered to the Company upon such exercise, no further evidence for the exercise of the Warrants or the issuance of the Warrant Shares will be required. Unless (i) registered under the U.S. Securities Act or (ii) exercised pursuant to an “offshore transaction” within the meaning of Rule 902 of Regulation S at a time when the Company is a “foreign issuer” as defined in Rule 902 of Regulation S and where the Company has received reasonably satisfactory evidence as required for such exercise, as detailed above in this Section 1(d), the certificates representing the Common Shares should bear. For greater certainty, should no Registration Statement be effective issuable upon exercise of the Warrants shall bear a legend restricting transfer of the Common Shares under the U.S. Securities Act, the Corporation shall permit, at the Corporation's sole discretion, either the Cashless Exercise or redemption of the Warrants held by Warrantholders as set forth in Section 3.4 Act and shall not be permitted to issue legended Common Shares in lieu thereofall applicable state securities laws.

Securities Restrictions. Notwithstanding anything herein contained(a) In addition to the contractual restrictions on transfer set forth in this Agreement and the Stockholder Agreement, Common the Shares will (or interests therein) cannot be issued upon exercise of a Warrant only in compliance with offered, sold or transferred unless the Shares are registered and qualified under the Securities Act and applicable state securities laws of any applicable jurisdictionor exemptions from such registration and qualification requirements are available, including without limitation the Applicable Securities Lawsor such registration and qualification requirements are inapplicable, and, without limiting the generality of the foregoing, the Corporation will direct the Warrant Agent to legend any certificates representing the Common Shares if, as reflected in the an opinion of counsel to the Corporation acting reasonably, such legend is necessary in order to avoid a violation of the Applicable Securities Laws or to comply with the requirements of any stock exchange on which the Common Shares are listed; provided that if, at any time, in the opinion of counsel to the Corporation, acting reasonably, such legends are no longer necessary in order to avoid a violation of any such laws, or the holder of any such legended certificate, at his or her expense, provides the Corporation with evidence Purchaser in form and substance reasonably satisfactory to the Corporation Company. In the absence of an effective registration statement covering the Shares or an available exemption from registration under the Securities Act and applicable state securities laws, the Shares must be held indefinitely and may not be sold pursuant to Rule 144 promulgated under the Securities Act unless all of the conditions of that rule are met. (which may include an opinion of Counsel of recognized standing in form b) In addition to any legends required by the Stockholder Agreement and substance reasonably satisfactory to the Corporation) Voting Agreement, the Certificates will bear a legend to the effect set forth below, and appropriate stop transfer instructions against the Shares will be placed with any transfer agent of the Company to ensure compliance with the restrictions set forth herein. "THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL TO THE HOLDER OF THE SHARES OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED." (c) Each recipient of Shares or interests therein shall, as a condition to transfer of any Shares or interest therein, cause the transferee to enter into the Stockholder Agreement and the Voting Agreement, provided that, with respect to each such agreement, this requirement will not apply to transfers made after the agreement has terminated. (d) In connection with any underwritten public offering of securities of the Company or any of its affiliates within three (3) years of the date hereof, if the managing underwriter believes that it is appropriate in connection with the offering to limit public sales of such holder is entitled to sell or otherwise transfer such Common Shares in a transaction in which such legends are not requiredsecurities by Company's stockholders, such legended certificates may thereafter be surrendered the Purchaser will agree to the Warrant Agent managing underwriter's standard form of "lock up" agreement prohibiting transfers of any Common Stock owned by the Purchaser, including without limitation shares acquired other than pursuant hereto (other than shares included in exchange the offering) for a certificate which does not bear such legends. The Warrant Agent shall be entitled to assume that Common Shares period as may be issued pursuant required by the managing underwriter not to exceed twenty (20) days prior to, and one hundred and eighty (180) days after, the exercise of any Warrant without violating any Applicable Securities Laws and without legending the certificate representing the Common Shares unless the Warrant Agent has received notice in writing from the Corporation stating otherwise and setting forth the restrictions on the exercise effective date of the Warrants registration statement for such offering, provided however, that (i) such lock up provision may not be invoked more than once in any 365 day period, (ii) such lock up provision will be contingent upon the officers and any legend the certificates representing the Common Shares should bear. For greater certainty, should no Registration Statement be effective under the U.S. Securities Act, the Corporation shall permit, at the Corporation's sole discretion, either the Cashless Exercise or redemption directors of the Warrants held by Warrantholders as set forth in Section 3.4 registrant entering into similar lock up agreements, and shall (iii) the Purchaser will not be permitted required to issue legended comply with this lock up provision if any other stockholder owning more shares of Common Shares in lieu thereofStock than the Purchaser and who is subject to a contractual lock up provision similar to this one has been released from such lock up obligation.

Securities Restrictions. (a) Notwithstanding anything herein contained, Common Shares and Warrants will only be issued upon exercise of a Warrant only the Special Warrants in compliance with the securities laws Securities Laws of any applicable jurisdiction, including without limitation the Applicable Securities Laws, and, and without limiting the generality of the foregoing, in the Corporation will direct event that the Warrant Agent Special Warrants are exercised pursuant to legend any Section 3.3 or deemed to have been exercised pursuant to Section 3.4 prior to the issuance of a receipt for the Prospectus by each of the Securities Commissions, the certificates representing the Common Shares ifand Warrants thereby issued will bear such legend as may, in the opinion of counsel Counsel to the Corporation Corporation, acting reasonably, such legend is be necessary in order to avoid a violation of the Applicable any Securities Laws of any province in Canada, the United States or any other jurisdiction or to comply with the requirements of any stock exchange on which the Common Shares and Warrants are listed; , provided that if, at any time, in the opinion of counsel Counsel to the Corporation, acting reasonably, such legends are no longer necessary in order to avoid a violation of any such laws, or the holder of any such legended certificate, at his or her the holder's expense, provides the Corporation with evidence satisfactory in form and substance reasonably satisfactory to the Corporation Corporation, acting reasonably, (which may include an opinion of Counsel of recognized standing in form and substance reasonably counsel satisfactory to the Corporation) ), to the effect that such holder is entitled to sell or otherwise transfer such Common Shares and Warrants in a transaction in which such legends are not required, such legended certificates certificate may thereafter be surrendered to the Warrant Agent Corporation in exchange for a certificate which does not bear such legends. The Warrant Agent shall legend. (b) Special Warrants may not be entitled to assume that exercised in the United States or by or on behalf of a person in the United States, nor will certificates for Common Shares may be issued pursuant to the and Warrants issuable upon exercise of any Warrant Special Warrants be registered or delivered to an address in the United States without violating any Applicable Securities Laws and without legending the certificate representing the Common Shares unless the Warrant Agent has received notice in writing from the Corporation stating otherwise and setting forth the restrictions on the exercise of the Warrants and any legend the certificates representing the Common Shares should bear. For greater certainty, should no Registration Statement be effective registration under the U.S. Securities ActAct and the securities laws of all applicable states, the unless an exemption from registration is available. The Corporation shall permitmay, at its option, require an opinion of counsel or other evidence in form and substance satisfactory to the Corporation's sole discretion, either acting reasonably, as to the Cashless Exercise or redemption availability of the Warrants held by Warrantholders as set forth in Section 3.4 and shall not be permitted to issue legended Common Shares in lieu thereofexemption.

Securities Restrictions. Notwithstanding anything herein contained, (a) No Common Shares or Resulting Issuer Shares will be issued upon exercise of a Warrant only in compliance with pursuant to the securities laws exchange of any applicable jurisdiction, including without limitation Subscription Receipt if the Applicable Securities Laws, issue of such Common Shares or the issue of Resulting Issuer Shares to the holder thereof would constitute a violation of the Laws of any jurisdiction and, without limiting the generality of the foregoing, the Corporation will direct the Warrant Agent to legend any certificates representing the Common Shares ifthereby issued and the Resulting Issuer Shares issued in respect thereof will bear such legend or legends as may, in the opinion of counsel to the Corporation acting reasonablyCompany or the Resulting Issuer, such legend is as the case may be, be necessary or advisable in order to avoid a violation of the Applicable Securities any Laws of any jurisdiction or to comply with the requirements of any stock exchange on which the Common Shares or Resulting Issuer Shares, as applicable, are then listed; , provided that if, at any time, in the opinion of counsel to the CorporationCompany or the Resulting Issuer, acting reasonablyas the case may be, such legend or legends are no longer necessary or advisable in order to avoid a violation of any such lawsLaws or requirements, or the holder of any such legended certificate, at his or her expensethe expense thereof, provides the Corporation Company and the registrar and transfer agent for the Common Shares or the Resulting Issuer Shares, as the case may be, with evidence satisfactory in form and substance reasonably satisfactory to the Corporation (which Company or the Resulting Issuer, as the case may include an opinion of Counsel of recognized standing in form be, and substance reasonably satisfactory to the Corporation) registrar and transfer agent for the Common Shares or the Resulting Issuer Shares, as the case may be, to the effect that such holder is entitled to sell or otherwise transfer such Common Shares or the Resulting Issuer Shares, as the case may be, in a transaction in which such legend or legends are not required, such legended certificates certificate may thereafter be surrendered to the Warrant Agent Company or the Resulting Issuer, as the case may be, in exchange for a certificate which does not bear such legend or legends. The Warrant Agent shall Neither the Company nor the Resulting Issuer will be entitled required to assume that deliver any Common Shares or Resulting Issuer Shares, either upon the exchange of the Subscription Receipts or otherwise, to any U.S. Purchaser if the Company or the Resulting Issuer determines, in its sole discretion, that doing so may be issued result in any contravention of the U.S. Securities Act or applicable state securities laws, or the U.S. Investment Company Act of 1940, as amended, and the Company and the Resulting Issuer may instead deliver to such U.S. Purchaser an amount of cash representing the proceeds of the sale of such Common Shares or Resulting Issuer Shares, net of expenses of sale. (b) Common Shares issuable pursuant to the exercise exchange of any Warrant without violating Subscription Receipt in accordance with Section 4.01, issued in certificated or uncertificated form, shall bear or be deemed to bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF (I) [THE DATE OF DISTRIBUTION OF THE SECURITIES WILL BE INSERTED] AND (II) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY.” in addition to any Applicable Securities Laws and without legending legend or notation, as applicable, that may be required by Section 2.04(d) hereof or prescribed by the certificate representing Company. No legend is required pursuant to this Section 4.06(b) in respect of the Resulting Issuer Shares issuable pursuant to the exchange of any Subscription Receipt in accordance with Section 4.01 (c) Common Shares unless or Resulting Issuer Shares, as applicable, issuable pursuant to the Warrant Agent has received notice exchange of any Depository Global Subscription Receipt originally issued in writing from the Corporation stating otherwise Canada and setting forth the restrictions on the exercise of the Warrants and any legend the certificates representing the Common Shares should bear. For greater certainty, should no Registration Statement be effective under the U.S. Securities Act, the Corporation shall permit, at the Corporation's sole discretion, either the Cashless Exercise or redemption of the Warrants held by Warrantholders as set forth in Section 3.4 and the Depository shall not bear or be permitted deemed to issue legended Common Shares in lieu thereofbear the following legend: “UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO LEVIATHAN GOLD FINANCE LTD. (THE “ISSUER”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN ANY SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY OTHER PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO. HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.”

Securities Restrictions. Notwithstanding anything herein contained(a) In addition to the contractual restrictions on transfer set forth in this Agreement and the Stockholder Agreement, Common the Shares will (or interests therein) cannot be issued upon exercise of a Warrant only in compliance with offered, sold or transferred unless the Shares are registered and qualified under the Securities Act and applicable state securities laws of any applicable jurisdictionor exemptions from such registration and qualification requirements are available, including without limitation the Applicable Securities Lawsor such registration and qualification requirements are inapplicable, and, without limiting the generality of the foregoing, the Corporation will direct the Warrant Agent to legend any certificates representing the Common Shares if, as reflected in the an opinion of counsel to the Corporation acting reasonably, such legend is necessary in order to avoid a violation of the Applicable Securities Laws or to comply with the requirements of any stock exchange on which the Common Shares are listed; provided that if, at any time, in the opinion of counsel to the Corporation, acting reasonably, such legends are no longer necessary in order to avoid a violation of any such laws, or the holder of any such legended certificate, at his or her expense, provides the Corporation with evidence Purchaser in form and substance reasonably satisfactory to the Corporation Company. In the absence of an effective registration statement covering the Shares or an available exemption from registration under the Securities Act and applicable state securities laws, the Shares must be held indefinitely and may not be sold pursuant to Rule 144 promulgated under the Securities Act unless all of the conditions of that rule are met. (which may include an opinion of Counsel of recognized standing in form b) In addition to any legends required by the Stockholder Agreement and substance reasonably satisfactory to the Corporation) Voting Agreement, the Certificates will bear a legend to the effect set forth below, and appropriate stop transfer instructions against the Shares will be placed with any transfer agent of the Company to ensure compliance with the restrictions set forth herein. "THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL TO THE HOLDER OF THE SHARES OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED." (c) Each recipient of Shares or interests therein shall, as a condition to transfer of any Shares or interest therein, cause the transferee to enter into the Stockholder Agreement and the Voting Agreement, provided that, with respect to each such agreement, this requirement will not apply to transfers made after the agreement has terminated. (d) In connection with any underwritten public offering of securities of the Company or any of its affiliates within three (3) years of the date hereof, if the managing underwriter believes that it is appropriate in connection with the offering to limit public sales of such holder is entitled to sell or otherwise transfer such Common Shares in a transaction in which such legends are not requiredsecurities by Company's stockholders, such legended certificates may thereafter be surrendered the Purchaser will agree to the Warrant Agent managing underwriter's standard form of "lock up" agreement prohibiting transfers of Common Stock (other than shares included in exchange the offering) for a certificate which does not bear such legends. The Warrant Agent shall be entitled to assume that Common Shares period as may be issued pursuant required by the managing underwriter not to exceed twenty (20) days prior to, and one hundred and eighty (180) days after, the exercise of any Warrant without violating any Applicable Securities Laws and without legending the certificate representing the Common Shares unless the Warrant Agent has received notice in writing from the Corporation stating otherwise and setting forth the restrictions on the exercise effective date of the Warrants registration statement for such offering, provided however, that (i) such lock up provision may not be invoked more than once in any 365 day period, (ii) such lock up provision will be contingent upon the officers and any legend the certificates representing the Common Shares should bear. For greater certainty, should no Registration Statement be effective under the U.S. Securities Act, the Corporation shall permit, at the Corporation's sole discretion, either the Cashless Exercise or redemption directors of the Warrants held by Warrantholders as set forth in Section 3.4 registrant entering into similar lock up agreements, and shall (iii) the Purchaser will not be permitted required to issue legended comply with this lock up provision if any other stockholder owning more shares of Common Shares in lieu thereofStock than the Purchaser and who is subject to a contractual lock up provision similar to this one has been released from such lock up obligation.

Securities Restrictions. Notwithstanding anything herein contained, Common Shares will be issued upon exercise of a Warrant only in compliance with the securities laws of any applicable jurisdiction, including without limitation the Applicable Securities Laws, and, without limiting the generality of the foregoing, the Corporation will direct the Warrant Agent to legend any certificates representing the Common Shares if, in the opinion of counsel to the Corporation acting reasonably, such legend is necessary in order to avoid a violation of the Applicable Securities Laws or to comply with the requirements of any stock exchange on which the Common Shares are listed; provided that if, at any time, in the opinion of counsel to the Corporation, acting reasonably, such legends are no longer necessary in order to avoid a violation of any such laws, or the holder of any such legended certificate, at his or her expense, provides the Corporation with evidence in form and substance reasonably satisfactory to the Corporation (which may include an opinion of Counsel of recognized standing in form and substance reasonably satisfactory to the Corporationa) to the effect that such holder is entitled to sell or otherwise transfer such Common Shares in a transaction in which such legends are not required, such legended certificates may thereafter be surrendered to the Warrant Agent in exchange for a certificate which does not bear such legends. The Warrant Agent shall be entitled to assume that Common Warrant Shares may will be issued pursuant to the exercise of any Warrant without violating any Applicable Securities Laws and without legending the any certificate representing the Common Warrant Shares unless otherwise required by this Indenture or the Warrant Agent has received notice in writing from the Corporation Company stating otherwise and setting forth the restrictions on the exercise of the Warrants and any legend the certificates representing the Common Warrant Shares should bear. (b) Warrants may not be exercised except in compliance with the requirements set forth herein, in the Warrant Certificate and in the Exercise Notice attached thereto. (c) Certificates representing Warrant Shares issued upon exercise of the Warrants, pursuant to Box B on the Exercise Form, shall bear the following legend (the "U.S. Common Share Legend"): "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") OR UNDER ANY STATE SECURITIES LAWS, AND THE SECURITIES REPRESENTED HEREBY MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO EARTHRENEW INC. (THE "COMPANY"), (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) RULE 144 OR (ii) RULE 144A UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, OR (D) IN COMPLIANCE WITH ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C)(i) OR (D) ABOVE, A LEGAL OPINION REASONABLY SATISFACTORY TO THE COMPANY MUST FIRST BE PROVIDED TO THE COMPANY OR THE COMPANY'S TRANSFER AGENT, AS APPLICABLE, TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES 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 any such securities are being sold in accordance with Rule 904 of Regulation S, the legend may be removed by providing to the Transfer Agent (i) a declaration in the Form of Declaration For greater certaintyRemoval of Legend attached to Schedule A (or as the Company may prescribe from time to time) and (ii) if required by the Company, should no Registration Statement the Warrant Agent or the Transfer Agent, an opinion of counsel, of recognized standing reasonably satisfactory to the Company, or other evidence reasonably satisfactory to the Company, that the proposed transfer may be effective effected without registration under the U.S. Securities Act; and provided, further, that, if any such securities are being sold under Rule 144 under the U.S. Securities Act, the Corporation shall permitlegend may be removed by delivering to the Company, at an opinion of counsel of recognized standing reasonably satisfactory to the Corporation's sole discretionCompany, either that the Cashless Exercise or redemption legend is no longer required under applicable requirements of the Warrants held by Warrantholders U.S. Securities Act or state securities laws. (d) Notwithstanding anything to the contrary contained herein or in any Warrant or other agreement or instrument, the Company shall be entitled to cause the U.S. Common Share Legend to be affixed to, or marked with respect to, any Common Shares issued upon the exercise of any Warrant at such time as the Company is not a "foreign issuer" (as defined in Regulation S) in the event that the Company determines that such affixing or marking of the U.S. Common Share Legend is then necessary to comply with U.S. securities laws. (e) The Warrant Agent shall be entitled to request any other documents that it may require in accordance with its internal policies for the removal of the legend set forth in Section 3.4 and shall not be permitted to issue legended Common Shares in lieu thereofabove.

Securities Restrictions. Notwithstanding anything herein contained(a) In addition to the contractual restrictions on transfer set forth in this Agreement and the Stockholder Agreement, Common the Shares will (or interests therein) cannot be issued upon exercise of a Warrant only in compliance with offered, sold or transferred unless the Shares are registered and qualified under the Securities Act and applicable state securities laws of any applicable jurisdictionor exemptions from such registration and qualification requirements are available, including without limitation the Applicable Securities Lawsor such registration and qualification requirements are inapplicable, and, without limiting the generality of the foregoing, the Corporation will direct the Warrant Agent to legend any certificates representing the Common Shares if, as reflected in the an opinion of counsel to the Corporation acting reasonably, such legend is necessary in order to avoid a violation of the Applicable Securities Laws or to comply with the requirements of any stock exchange on which the Common Shares are listed; provided that if, at any time, in the opinion of counsel to the Corporation, acting reasonably, such legends are no longer necessary in order to avoid a violation of any such laws, or the holder of any such legended certificate, at his or her expense, provides the Corporation with evidence Purchaser in form and substance reasonably satisfactory to the Corporation Company. In the absence of an effective registration statement covering the Shares or an available exemption from registration under the Securities Act and applicable state securities laws, the Shares must be held indefinitely and may not be sold pursuant to Rule 144 promulgated under the Securities Act unless all of the conditions of that rule are met. (which may include an opinion of Counsel of recognized standing in form and substance reasonably satisfactory b) In addition to any legends required by the Corporation) Stockholder Agreement, the Certificates will bear a legend to the effect set forth below, and appropriate stop transfer instructions against the Shares will be placed with any transfer agent of the Company to ensure compliance with the restrictions set forth herein. "THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL TO THE HOLDER OF THE SHARES OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED." (c) Each recipient of Shares or interests therein shall, as a condition to transfer of any Shares or interest therein, cause the transferee to enter into the Stockholder Agreement, provided that, with respect to each such agreement, this requirement will not apply to transfers made after the agreement has terminated. (d) In connection with any underwritten public offering of securities of the Company or any of its affiliates within three (3) years of the date hereof, if the managing underwriter believes that it is appropriate in connection with the offering to limit public sales of such holder is entitled to sell or otherwise transfer such Common Shares in a transaction in which such legends are not requiredsecurities by Company's stockholders, such legended certificates may thereafter be surrendered the Purchaser will agree to the Warrant Agent managing underwriter's standard form of "lock up" agreement prohibiting transfers of any Common Stock owned by the Purchaser, including without limitation shares acquired other than pursuant hereto (other than shares included in exchange the offering) for a certificate which does not bear such legends. The Warrant Agent shall be entitled to assume that Common Shares period as may be issued pursuant to required by the exercise of any Warrant without violating any Applicable Securities Laws and without legending the certificate representing the Common Shares unless the Warrant Agent has received notice in writing from the Corporation stating otherwise and setting forth the restrictions on the exercise of the Warrants and any legend the certificates representing the Common Shares should bear. For greater certainty, should no Registration Statement be effective under the U.S. Securities Act, the Corporation shall permit, at the Corporation's sole discretion, either the Cashless Exercise or redemption of the Warrants held by Warrantholders as set forth in Section 3.4 and shall not be permitted to issue legended Common Shares in lieu thereof.managing

Securities Restrictions. (i) Notwithstanding anything herein containedany other provision of this Agreement, after the Effective Date, no shares of Common Shares will Stock held or beneficially owned by a Stockholder may be issued transferred except upon exercise of a Warrant only the conditions specified in this Section 5(a), which conditions are intended to ensure compliance with the securities laws provisions of the Securities Act. (ii) Each certificate or book-entry notation representing shares of Common Stock covered by this Agreement shall (unless otherwise permitted by the provisions of paragraph (iv) of this Section 5(a)) be stamped or otherwise imprinted with a legend in substantially the form provided in Section 11. (iii) The holder of any applicable jurisdictionshares of Common Stock covered by this Agreement agrees, including without limitation prior to any transfer of any such shares, to give written notice to the Applicable Securities Laws, and, without limiting Corporation of such holder’s intention to effect such transfer and to comply in all other respects with the generality provisions of this Section 5(a). Each such notice shall describe the manner and circumstances of the foregoingproposed transfer. The holder of such shares of Common Stock shall be entitled to transfer such shares in accordance with the terms of the notice delivered to the Corporation, if the Corporation will direct the Warrant Agent does not reasonably object to legend any certificates representing the Common Shares ifsuch transfer within fifteen (15) Business Days after delivery of such notice (or three Business Days, in the case of a propose transfer relating to a sale of shares of Common Stock pursuant to Rule 144 under the Securities Act). Subject to paragraph (iv) of this Section 5(a), each certificate or other instrument evidencing any such transferred shares of Common Stock shall bear the legend required by paragraph (ii) of this Section 5(a) unless (A) an opinion of counsel to the Corporation acting reasonably, holder of such legend is necessary in order to avoid a violation of the Applicable Securities Laws or to comply with the requirements of any stock exchange on shares (which the Common Shares are listed; provided that if, at any time, in the opinion of counsel to the Corporation, acting reasonably, such legends are no longer necessary in order to avoid a violation of any such laws, or the holder of any such legended certificate, at his or her expense, provides the Corporation with evidence in form and substance shall be reasonably satisfactory to the Corporation (which may include an opinion of Counsel of recognized standing in form and substance reasonably satisfactory acceptable to the Corporation) to states that registration of any future transfer is not required by the effect applicable provisions of the Securities Act or (B) the Corporation shall have waived the requirement of such legend, which waiver may be given or denied in the Corporation’s sole and absolute discretion. In the event that such the holder is entitled proposes to sell or otherwise transfer such any shares of Common Shares Stock in a transaction in which such legends are not required, such legended certificates may thereafter be surrendered to the Warrant Agent in exchange for a certificate which does not bear such legends. The Warrant Agent shall be entitled to assume that Common Shares may be issued pursuant to the exercise of any Warrant without violating any Applicable Securities Laws and without legending the certificate representing the Common Shares unless the Warrant Agent has received notice in writing from the Corporation stating otherwise and setting forth the restrictions on the exercise of the Warrants and any legend the certificates representing the Common Shares should bear. For greater certainty, should no Registration Statement be effective qualifies under Rule 144 under the U.S. Securities Act, the Corporation shall permitshall, at its expense, cause its counsel to provide any legal opinion required by the Corporation's sole discretion’s transfer agent in connection with such sale. (iv) Notwithstanding the foregoing provisions of this Section 5(a), either the Cashless Exercise restrictions imposed by this Section 5(a) regarding the transferability of any shares of Common Stock shall cease and terminate when (A) any such shares of Common Stock are sold or redemption otherwise disposed of pursuant to an effective Registration Statement under the Warrants held Securities Act or (B) the holder of such shares of Common Stock and the Corporation have met the requirements for transfer of such shares pursuant to Rule 144 under the Securities Act. Whenever the restrictions imposed by Warrantholders this Section 5(a) shall terminate, the holder of any shares of Common Stock as to which such restrictions have terminated shall be entitled to receive from the Corporation, without expense, a new certificate (or book-entry notation) not bearing the restrictive legend set forth in Section 3.4 11 and shall not be permitted containing any other reference to issue legended Common Shares in lieu thereofthe restrictions imposed by this Section 5(a).

Securities Restrictions. Notwithstanding anything herein contained(a) In addition to the contractual restrictions on transfer set forth in the Stockholder Agreement referred to in Section 6.2(d)(i), Common the Shares will (or interests therein) cannot be issued upon exercise of a Warrant only in compliance with offered, sold or transferred unless the Shares are registered and qualified under the Securities Act and applicable state securities laws of any applicable jurisdictionor exemptions from such registration and qualification requirements are available, including without limitation the Applicable Securities Lawsor such registration and qualification requirements are inapplicable, and, without limiting the generality of the foregoing, the Corporation will direct the Warrant Agent to legend any certificates representing the Common Shares if, as reflected in the an opinion of counsel to the Corporation acting reasonably, such legend is necessary in order to avoid a violation of the Applicable Securities Laws or to comply with the requirements of any stock exchange on which the Common Shares are listed; provided that if, at any time, in the opinion of counsel to the Corporation, acting reasonably, such legends are no longer necessary in order to avoid a violation of any such laws, or the holder of any such legended certificate, at his or her expense, provides the Corporation with evidence transferring stockholders in form and substance reasonably satisfactory to the Corporation Buyer. (which may include an opinion of Counsel of recognized standing in form and substance reasonably satisfactory to the Corporationb) The Certificates will bear a legend to the effect set forth below, and appropriate stop transfer instructions against the Shares will be placed with any transfer agent of Buyer to ensure compliance with the restrictions set forth herein. "THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR UNLESS EPS SOLUTIONS CORPORATION HAS RECEIVED AN OPINION OF COUNSEL TO THE HOLDER OF THE SHARES OR OTHER EVIDENCE, SATISFACTORY TO EPS SOLUTIONS CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED." (c) Each recipient of Shares or interests therein shall, as a condition to transfer of any Shares or interests therein, cause the transferee to enter into the Stockholder Agreement described in Section 6.2(d)(i) and the Voting Agreement described in Section 6.2(d)(iii), provided that with respect to each such holder agreement, this requirement will not apply to transfers made after the agreement has terminated. (d) In connection with any underwritten public offering of securities of Buyer or any of its Affiliates within three (3) years of the Closing Date, if the managing underwriter believes that it is entitled appropriate in connection with the offering to sell or otherwise transfer limit public sales of such Common Shares in a transaction in which such legends are not requiredsecurities by Buyer's stockholders, such legended certificates may thereafter be surrendered the Stockholders will agree to the Warrant Agent managing underwriter's standard form of "lock up" agreement prohibiting transfers of Common Stock (other than shares included in exchange the offering) for a certificate which does not bear such legends. The Warrant Agent shall be entitled to assume that Common Shares period as may be issued pursuant to required by the exercise of any Warrant without violating any Applicable Securities Laws and without legending the certificate representing the Common Shares unless the Warrant Agent has received notice in writing from the Corporation stating otherwise and setting forth the restrictions on the exercise of the Warrants and any legend the certificates representing the Common Shares should bear. For greater certainty, should no Registration Statement be effective under the U.S. Securities Act, the Corporation shall permit, at the Corporation's sole discretion, either the Cashless Exercise or redemption of the Warrants held by Warrantholders as set forth in Section 3.4 and shall not be permitted to issue legended Common Shares in lieu thereof.managing

Securities Restrictions. Notwithstanding anything herein contained(a) In addition to the contractual restrictions on transfer set forth in the Stockholder Agreement referred to in Section 6.2(d)(i), Common the Shares will (or interests therein) cannot be issued upon exercise of a Warrant only in compliance with offered, sold or transferred unless the Shares are registered and qualified under the Securities Act and applicable state securities laws of any applicable jurisdictionor exemptions from such registration and qualification requirements are available, including without limitation the Applicable Securities Lawsor such registration and qualification requirements are inapplicable, and, without limiting the generality of the foregoing, the Corporation will direct the Warrant Agent to legend any certificates representing the Common Shares if, as reflected in the an opinion of counsel to the Corporation acting reasonably, such legend is necessary in order to avoid a violation of the Applicable Securities Laws or to comply with the requirements of any stock exchange on which the Common Shares are listed; provided that if, at any time, in the opinion of counsel to the Corporation, acting reasonably, such legends are no longer necessary in order to avoid a violation of any such laws, or the holder of any such legended certificate, at his or her expense, provides the Corporation with evidence transferring stockholders in form and substance reasonably satisfactory to Buyer. In the Corporation (which may include absence of an opinion of Counsel of recognized standing in form and substance reasonably satisfactory to effective registration statement covering the Corporation) to the effect that such holder is entitled to sell Shares or otherwise transfer such Common Shares in a transaction in which such legends are not required, such legended certificates may thereafter be surrendered to the Warrant Agent in exchange for a certificate which does not bear such legends. The Warrant Agent shall be entitled to assume that Common Shares may be issued pursuant to the exercise of any Warrant without violating any Applicable Securities Laws and without legending the certificate representing the Common Shares unless the Warrant Agent has received notice in writing an available exemption from the Corporation stating otherwise and setting forth the restrictions on the exercise of the Warrants and any legend the certificates representing the Common Shares should bear. For greater certainty, should no Registration Statement be effective registration under the U.S. Securities Act, the Corporation shall permitShares must be held indefinitely, at and may not be sold pursuant to Rule 144 promulgated under the Corporation's sole discretion, either the Cashless Exercise or redemption Securities Act unless all of the Warrants held by Warrantholders as conditions of that rule are met. (b) The Certificates will bear a legend to the effect set forth below, and appropriate stop transfer instructions against the Shares will be placed with any transfer agent of Buyer to ensure compliance with the restrictions set forth herein. "THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR UNLESS EPS SOLUTIONS CORPORATION HAS RECEIVED AN OPINION OF COUNSEL TO THE HOLDER OF THE SHARES OR OTHER EVIDENCE, SATISFACTORY TO EPS SOLUTIONS CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED." (c) Each recipient of Shares or interests therein shall, as a condition to transfer of any Shares or interests therein, cause the transferee to enter into the Stockholder Agreement described in Section 3.4 6.2(d)(i) and shall the Voting Agreement described in Section 6.2(d)(iii), provided that with respect to each such agreement, this requirement will not apply to transfers made after the agreement has terminated. (d) In connection with any underwritten public offering of securities of Buyer or any of its Affiliates within three (3) years of the Closing Date, if the managing underwriter believes that it is appropriate in connection with the offering to limit public sales of such securities by Buyer's stockholders, the Stockholder will agree to the managing underwriter's standard form of "lock up" agreement prohibiting transfers of Common Stock (other than shares included in the offering) for such period as may be required by the managing underwriter not to exceed twenty (20) days prior to, and one hundred and eighty (180) days after, the effective date of the registration statement for such offering, provided however, that (i) such lock up provision may not be permitted to issue legended Common Shares invoked more than once in lieu thereof.any 365 day period,

Securities Restrictions. Notwithstanding anything herein contained(a) In addition to the contractual restrictions on transfer set forth in the Stockholder Agreement referred to in Section 6.2(d)(i), Common the Shares will (or interests therein) cannot be issued upon exercise of a Warrant only in compliance with offered, sold or transferred unless the Shares are registered and qualified under the Securities Act and applicable state securities laws of any applicable jurisdictionor exemptions from such registration and qualification requirements are available, including without limitation the Applicable Securities Lawsor such registration and qualification requirements are inapplicable, and, without limiting the generality of the foregoing, the Corporation will direct the Warrant Agent to legend any certificates representing the Common Shares if, as reflected in the an opinion of counsel to the Corporation acting reasonably, such legend is necessary in order to avoid a violation of the Applicable Securities Laws or to comply with the requirements of any stock exchange on which the Common Shares are listed; provided that if, at any time, in the opinion of counsel to the Corporation, acting reasonably, such legends are no longer necessary in order to avoid a violation of any such laws, or the holder of any such legended certificate, at his or her expense, provides the Corporation with evidence transferring stockholders in form and substance reasonably satisfactory to Buyer. In the Corporation (which may include absence of an opinion of Counsel of recognized standing in form and substance reasonably satisfactory to effective registration statement covering the Corporation) to the effect that such holder is entitled to sell Shares or otherwise transfer such Common Shares in a transaction in which such legends are not required, such legended certificates may thereafter be surrendered to the Warrant Agent in exchange for a certificate which does not bear such legends. The Warrant Agent shall be entitled to assume that Common Shares may be issued pursuant to the exercise of any Warrant without violating any Applicable Securities Laws and without legending the certificate representing the Common Shares unless the Warrant Agent has received notice in writing an available exemption from the Corporation stating otherwise and setting forth the restrictions on the exercise of the Warrants and any legend the certificates representing the Common Shares should bear. For greater certainty, should no Registration Statement be effective registration under the U.S. Securities Act, the Corporation shall permitShares must be held indefinitely, at and may not be sold pursuant to Rule 144 promulgated under the Corporation's sole discretion, either the Cashless Exercise or redemption Securities Act unless all of the Warrants held by Warrantholders as conditions of that rule are met. (b) The Certificates will bear a legend to the effect set forth below, and appropriate stop transfer instructions against the Shares will be placed with any transfer agent of Buyer to ensure compliance with the restrictions set forth herein. "THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR UNLESS PROFITSOURCE CORPORATION HAS RECEIVED AN OPINION OF COUNSEL TO THE HOLDER OF THE SHARES OR OTHER EVIDENCE, SATISFACTORY TO PROFITSOURCE CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED." (c) Each recipient of Shares or interests therein shall, as a condition to transfer of any Shares or interests therein, cause the transferee to enter into the Stockholder Agreement described in Section 3.4 6.2(d)(i) and shall the Voting Agreement described in Section 6.2(d)(iii), provided that with respect to each such agreement, this requirement will not apply to transfers made after the agreement has terminated. (d) In connection with any underwritten public offering of securities of Buyer or any of its Affiliates within three (3) years of the Closing Date, if the managing underwriter believes that it is appropriate in connection with the offering to limit public sales of such securities by Buyer's stockholders, the Stockholder will agree to the managing underwriter's standard form of "lock up" agreement prohibiting transfers of Common Stock (other than shares included in the offering) for such period as may be required by the managing underwriter not to exceed twenty (20) days prior to, and one hundred and eighty (180) days after, the effective date of the registration statement for such offering, provided however, that (i) such lock up provision may not be permitted invoked more than once in any 365 day period, (ii) such lock up provision will be contingent upon the officers and directors of the registrant entering into similar lock up agreements, and (iii) no Stockholder will be required to issue legended comply with this lock up provision if any other stockholder owning more shares of Common Shares in lieu thereofStock than such Stockholder and who is subject to a contractual lock up provision similar to this one has been released from such lock up obligation.

Securities Restrictions. Notwithstanding anything herein containedUnless a registration statement under the Securities Act covering the proposed transaction is in effect: (a) If reasonably requested by Xxxxxx, Common the Seller’s Notice under Section 1(b) shall be accompanied at the Seller’s expense by either (i) a written opinion of legal counsel who shall, and whose legal opinion shall, be reasonably satisfactory to Parent, addressed to Parent, to the effect that the proposed transaction may be effected without registration under the Securities Act; (ii) a “no action” letter from the SEC to the effect that the proposed Transfer of Consideration Shares without registration will not result in a recommendation by the staff of the SEC that action be issued upon exercise taken with respect thereto; or (iii) any other evidence reasonably satisfactory to counsel to Parent to the effect that the proposed Transfer of the Consideration Shares may be effected without registration under the Securities Act. (b) The Corporation will not require such a Warrant only legal opinion or “no action” letter under Section 3(a) in any transaction (i) in compliance with SEC Rule 144; or (ii) in any transaction in which the securities laws Seller distributes the Consideration Shares to an Affiliate of any applicable jurisdictionsuch Seller for no consideration; provided that each Transferee agrees in writing to be subject to the terms of this Appendix C. (c) Upon Seller’s compliance with Section 3(a) to Parent’s reasonable satisfaction (which shall be presumed if Seller obtains a “no action” letter), including without limitation or in the Applicable Securities Lawscases described in Section 3(b), and, without limiting the generality Seller shall be entitled to Transfer the Consideration Shares in accordance with the terms of the foregoingNotice given by the Seller to Parent under Section 1(b). (d) Each certificate, instrument, or book entry representing Consideration Shares Transferred as provided in this Section 3 shall be notated with the Corporation will direct appropriate restrictive legend set forth in Section 4(a), except that such certificate instrument, or book entry shall not be notated with such restrictive legend if (i) the Warrant Agent Transfer is made pursuant to legend any certificates representing the Common Shares if, SEC Rule 144 or (ii) in the opinion of counsel to the Corporation acting reasonablyfor Seller and counsel for Parent, such legend is necessary not required in order to avoid a violation establish compliance with any provisions of the Applicable Securities Laws or to comply with the requirements of any stock exchange on which the Common Shares are listed; provided that if, at any time, in the opinion of counsel to the Corporation, acting reasonably, such legends are no longer necessary in order to avoid a violation of any such laws, or the holder of any such legended certificate, at his or her expense, provides the Corporation with evidence in form and substance reasonably satisfactory to the Corporation (which may include an opinion of Counsel of recognized standing in form and substance reasonably satisfactory to the Corporation) to the effect that such holder is entitled to sell or otherwise transfer such Common Shares in a transaction in which such legends are not required, such legended certificates may thereafter be surrendered to the Warrant Agent in exchange for a certificate which does not bear such legends. The Warrant Agent shall be entitled to assume that Common Shares may be issued pursuant to the exercise of any Warrant without violating any Applicable Securities Laws and without legending the certificate representing the Common Shares unless the Warrant Agent has received notice in writing from the Corporation stating otherwise and setting forth the restrictions on the exercise of the Warrants and any legend the certificates representing the Common Shares should bear. For greater certainty, should no Registration Statement be effective under the U.S. Securities Act, the Corporation shall permit, at the Corporation's sole discretion, either the Cashless Exercise or redemption of the Warrants held by Warrantholders as set forth in Section 3.4 and shall not be permitted to issue legended Common Shares in lieu thereof.

Securities Restrictions. Notwithstanding anything herein contained(a) In addition to the contractual restrictions on transfer set forth in the Stockholder Agreement referred to in Section 3.3, Common the Shares will (or interests therein) cannot be issued upon exercise of a Warrant only in compliance with offered, sold or transferred unless the Shares are registered and qualified under the Securities Act and applicable state securities laws of any applicable jurisdictionor exemptions from such registration and qualification requirements are available, including without limitation the Applicable Securities Lawsor such registration and qualification requirements are inapplicable, and, without limiting the generality of the foregoing, the Corporation will direct the Warrant Agent to legend any certificates representing the Common Shares if, as reflected in the an opinion of counsel to the Corporation acting reasonably, such legend is necessary in order to avoid a violation of the Applicable Securities Laws or to comply with the requirements of any stock exchange on which the Common Shares are listed; provided that if, at any time, in the opinion of counsel to the Corporation, acting reasonably, such legends are no longer necessary in order to avoid a violation of any such laws, or the holder of any such legended certificate, at his or her expense, provides the Corporation with evidence transferring stockholders in form and substance reasonably satisfactory to the Corporation (which may include Company. In the absence of an opinion of Counsel of recognized standing in form and substance reasonably satisfactory to effective registration statement covering the Corporation) to the effect that such holder is entitled to sell Shares or otherwise transfer such Common Shares in a transaction in which such legends are not required, such legended certificates may thereafter be surrendered to the Warrant Agent in exchange for a certificate which does not bear such legends. The Warrant Agent shall be entitled to assume that Common Shares may be issued pursuant to the exercise of any Warrant without violating any Applicable Securities Laws and without legending the certificate representing the Common Shares unless the Warrant Agent has received notice in writing an available exemption from the Corporation stating otherwise and setting forth the restrictions on the exercise of the Warrants and any legend the certificates representing the Common Shares should bear. For greater certainty, should no Registration Statement be effective registration under the U.S. Securities Act, the Corporation shall permitShares must be held indefinitely, at and may not be sold pursuant to Rule 144 promulgated under the Corporation's sole discretion, either the Cashless Exercise or redemption Securities Act unless all of the Warrants held by Warrantholders as conditions of that rule are met. (b) The Certificates will bear a legend to the effect set forth in Section 3.4 below, and shall not appropriate stop transfer instructions against the Shares will be permitted placed with any transfer agent of the Company to issue legended Common Shares in lieu thereof.ensure compliance with the restrictions set forth herein. "THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR UNLESS PROFITSOURCE CORPORATION HAS RECEIVED AN OPINION OF COUNSEL TO THE HOLDER OF THE SHARES OR OTHER EVIDENCE, SATISFACTORY TO

Securities Restrictions. (a) Notwithstanding anything herein containedcontained in this Indenture, Common Special Warrants, Unit Shares and Unit Warrants will only be issued upon pursuant to the transfer or exercise of a any Special Warrant only in compliance with the securities laws Applicable Legislation of any applicable jurisdiction, including without limitation the Applicable Securities Laws, jurisdiction and, without limiting the generality of the foregoing, in respect of any Special Warrants transferred or exercised for Units the Corporation will direct the Warrant Agent to legend any certificates representing the Common issued Special Warrants, Unit Shares ifand Unit Warrants, as the case may be, will bear such legends as may, in the opinion of counsel Counsel to the Corporation acting reasonablyCompany, such legend is be necessary in order to avoid a violation of the Applicable applicable Securities Laws or other Applicable Legislation of such jurisdiction or to comply with the requirements of any stock exchange on which the Common Shares are listed; provided provided, however, that if, at any time, in the opinion of counsel Counsel to the Corporation, acting reasonablyCompany, such legends are no longer necessary in order to avoid a violation of any such laws, or the holder of any such legended certificate, at his or her the holder's expense, provides the Corporation Company with evidence satisfactory in form and substance reasonably satisfactory to the Corporation Company (which may include an opinion of Counsel of recognized standing in form and substance reasonably counsel satisfactory to the CorporationCompany) to the effect that such holder is entitled to sell or otherwise transfer such Common Special Warrants, Unit Shares or Unit Warrants, as the case may be, in a transaction in which such legends are not required, such legended certificates certificate may thereafter be surrendered to the Special Warrant Agent in exchange for a certificate which does not bear such legends. The Warrant Agent shall be entitled to assume that Common legend. (b) All certificates representing Unit Shares may be and Unit Warrants issued pursuant to upon the exercise of any Warrant Special Warrants prior to the date that is four months and a day following the date of issuance of the Special Warrants, without violating any Applicable Securities Laws the Principal Regulator having issued the Receipt, will bear the following legends: "UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE MAY 12, 2021;" Certificates representing Unit Shares and without legending the certificate representing the Common Shares unless the Warrant Agent has received notice in writing from the Corporation stating otherwise and setting forth the restrictions on Unit Warrants issued to Special Warrantholders upon the exercise of Special Warrants after the Principal Regulator has issued the Receipt or on or after the date that is four months and a day following the date of issuance of the Special Warrants will not bear the legend in this Section 3.8(b). (c) If the Special Warrant Certificate representing Special Warrants exercised in accordance with this Article 3 bears the legend set forth in Section 2.13(b), then any certificate representing Unit Shares and Unit Warrants issued upon such exercise shall bear, in addition to any legends required by this Section 3.8, the following legend: "THE SECURITIES REPRESENTED HEREBY [and for Unit Warrants, the following shall be added: 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 UNDER THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE ISSUER OF SUCH SECURITIES AND ITS SUCCESSORS (THE “COMPANY”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY; (B) IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH ALL APPLICABLE LOCAL LAWS AND REGULATIONS, (C) IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) RULE 144 THEREUNDER, IF AVAILABLE, OR (ii) RULE 144A THEREUNDER, IF AVAILABLE, AND IN EACH CASE IN COMPLIANCE WITH ANY APPLICABLE U.S. STATE SECURITIES LAWS; OR (D) IN A TRANSACTION THAT OTHERWISE DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND THE SELLER HAS PRIOR TO SUCH TRANSFER PURSUANT TO (C) OR (D)(i) FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY TO SUCH EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE GOOD DELIVERY IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA." provided, that if such Unit Shares or Unit Warrants are being sold in compliance with the requirements of Rule 904 of Regulation S Act, as referred to above, and in compliance with applicable local laws and regulations, the legend may be removed by providing a declaration to the certificates representing Company and the Common applicable transfer agent for such securities, in the form attached hereto as Appendix 3 (or as the Company may prescribe from time to time); notwithstanding the foregoing, any transfer agent for such Unit Shares should bear. For greater certaintyor Unit Warrants may impose additional requirements for the removal of legends from such securities sold in compliance with Rule 904 of Regulation S in the future; provided further, should no Registration Statement be effective that, if any of such Unit Shares or Unit Warrants are being sold pursuant to Rule 144 under the U.S. Securities Act, the Corporation shall permit, at legend may be removed by delivery to the Corporation's sole discretion, either Company and the Cashless Exercise or redemption applicable transfer agent for such securities of an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Company to the effect that the legend is no longer required under applicable requirements of the Warrants held by Warrantholders as set forth in Section 3.4 and shall not be permitted to issue legended Common Shares in lieu thereofU.S. Securities Act or state securities laws.

Securities Restrictions. (a) Notwithstanding anything herein containedcontained in this Indenture, Common Shares Special Warrants and Units will only be issued upon pursuant to the transfer or exercise of a any Special Warrant only in compliance with the securities laws Applicable Legislation of any applicable jurisdiction, including without limitation the Applicable Securities Laws, jurisdiction and, without limiting the generality of the foregoing, in respect of any Special Warrants transferred or exercised for Underlying Securities, the Corporation will direct the Warrant Agent to legend any certificates in physical or uncertificated form, representing the Common Shares ifissued Special Warrants and Underlying Securities, as the case may be, will bear such legends as may, in the opinion of counsel Counsel to the Corporation acting reasonablyCompany, such legend is be necessary in order to avoid a violation of the Applicable applicable Securities Laws or other Applicable Legislation of such jurisdiction or to comply with the requirements of any stock exchange on which the Common Underlying Shares are listed; provided provided, however, that if, at any time, in the opinion of counsel Counsel to the Corporation, acting reasonablyCompany, such legends are no longer necessary in order to avoid a violation of any such laws, or the holder of any such legended certificate, in physical or uncertificated form, at his or her the holder’s expense, provides the Corporation Company with evidence satisfactory in form and substance reasonably satisfactory to the Corporation Company (which may include an opinion of Counsel of recognized standing in form and substance reasonably counsel satisfactory to the CorporationCompany) to the effect that such holder is entitled to sell or otherwise transfer such Common Shares Special Warrants or Underlying Securities, as the case may be, in a transaction in which such legends are not required, such legended certificates certificate, in physical or uncertificated form, may thereafter be surrendered to the Special Warrant Agent in exchange for a certificate certificate, in physical or uncertificated form, which does not bear such legends. The Warrant Agent shall be entitled to assume that Common Shares may be issued pursuant to the exercise of any Warrant without violating any Applicable Securities Laws and without legending the certificate representing the Common Shares unless the Warrant Agent has received notice in writing from the Corporation stating otherwise and setting forth the restrictions on the exercise of the Warrants and any legend the legend. (b) All certificates representing the Common Shares should bear. For greater certaintyUnderlying Securities issued or Underlying Securities issued in certificated or uncertificated form upon the exercise or deemed exercise of Special Warrants prior to the Principal Regulator having issued the Receipt, should no Registration Statement be effective under will bear the U.S. Securities Actfollowing legends: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF: (I) JULY12, 2019; AND (II) THE DATE THE COMPANY BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY IN CANADA.” And, if applicable, the Corporation shall permitadditional legend: “WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, at THE 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 NOVEMBER 13, 2019.” (c) If the Corporation's sole discretion, either Special Warrant Certificate representing Special Warrants exercised or deemed to have been exercised in accordance with this Article 3 bears the Cashless Exercise or redemption of the Warrants held by Warrantholders as legend set forth in Section 3.4 and 2.13(b), then any certificate representing the Underlying Securities in physical form issued upon such exercise shall not be permitted bear, in addition to issue legended Common Shares in lieu thereof.any legends required by this Section 3.8, the following legend: “THE SECURITIES REPRESENTED HEREBY [AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF] HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). 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 COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH ALL LOCAL LAWS AND REGULATIONS,

Securities Restrictions. Notwithstanding anything herein containedany other provision of this Agreement, no shares of Common Shares will Stock covered by this Agreement shall be issued transferable except upon exercise of a Warrant only the conditions specified in this Section 3(a), which conditions are intended to insure compliance with the securities laws provisions of the Securities Act. (b) Each certificate or book-entry notation representing shares of Common Stock covered by this Agreement shall (unless otherwise permitted by the provisions of paragraph (iv) of this Section 3(a)) be stamped or otherwise imprinted with a legend in substantially the form provided in Section 14. (c) The holder of any applicable jurisdictionshares of Common Stock covered by this Agreement agrees, including without limitation prior to any transfer of any such shares, to give written notice to the Applicable Securities Laws, and, without limiting Corporation of such holder’s intention to effect such transfer and to comply in all other respects with the generality provisions of this Section 3(a). Each such notice shall describe the manner and circumstances of the foregoingproposed transfer. Upon request by the Corporation, the Corporation will direct holder delivering such notice shall deliver a written opinion, addressed to the Warrant Agent to legend any certificates representing Corporation, of counsel for the Common Shares ifholder of such shares, stating that in the opinion of such counsel to the Corporation acting reasonably, such legend is necessary in order to avoid a violation of the Applicable Securities Laws or to comply with the requirements of any stock exchange on which the Common Shares are listed; provided that if, at any time, in the opinion of counsel to the Corporation, acting reasonably, such legends are no longer necessary in order to avoid a violation of any such laws, or the holder of any such legended certificate, at his or her expense, provides the Corporation with evidence in form and substance reasonably satisfactory to the Corporation (which may include an opinion of Counsel of recognized standing in form and substance counsel shall be reasonably satisfactory to the Corporation) to the effect that such holder is entitled to sell or otherwise proposed transfer such Common Shares in does not involve a transaction in which requiring registration or qualification of such legends are not required, shares under the Securities Act. Such holder of such legended certificates may thereafter be surrendered to the Warrant Agent in exchange for a certificate which does not bear such legends. The Warrant Agent shares shall be entitled to assume transfer such shares in accordance with the terms of the notice delivered to the Corporation, if the Corporation does not reasonably object to such transfer and request such opinion within fifteen (15) Business Days after delivery of such notice, or, if it requests such opinion, does not reasonably object to such transfer within fifteen (15) Business Days after delivery of such opinion. Subject to paragraph (iv) of this Section 3(a), each certificate or other instrument evidencing any such transferred shares of Common Stock shall bear the legend required by paragraph (ii) of this Section 3(a) unless (A) such opinion of counsel to the holder of such shares (which opinion and counsel shall be reasonably acceptable to the Corporation) states that registration of any future transfer is not required by the applicable provisions of the Securities Act or (B) the Corporation shall have waived the requirement of such legend, which waiver may or may not be given in the Corporation’s absolute discretion. (d) Notwithstanding the foregoing provisions of this Section 3(a), the restrictions imposed by this Section 3(a) upon the transferability of any shares of Common Shares may be issued Stock covered by this Agreement shall cease and terminate when (A) any such shares are sold or otherwise disposed of pursuant to the exercise of any Warrant without violating any Applicable Securities Laws and without legending the certificate representing the Common Shares unless the Warrant Agent has received notice in writing from the Corporation stating otherwise and setting forth the restrictions on the exercise of the Warrants and any legend the certificates representing the Common Shares should bear. For greater certainty, should no an effective Registration Statement be effective under the U.S. Securities Act, (B) the holder of such shares has met the requirements for transfer of such shares pursuant to Rule 144 under the Securities Act or (C) the Corporation shall permit, at has notified the Corporation's sole discretion, either holder thereof that the Cashless Exercise or redemption of Corporation has irrevocably waived and terminated the Warrants held by Warrantholders as restrictions set forth in Section 3.4 3 hereof, whether because such shares are eligible for sale pursuant to Rule 144 without regard to volume or otherwise in the absolute discretion in the Corporation. Whenever the restrictions imposed by Section 3(a) shall terminate, the holder of any shares as to which such restrictions have terminated shall be entitled to receive from the Corporation, without expense, a new certificate (or book-entry notation) not bearing the restrictive legend set forth in Section 14 and shall not be permitted containing any other reference to issue legended Common Shares in lieu thereofthe restrictions imposed by this Section 3(a). 9 (e) [Intentionally Omitted].

Securities Restrictions. Notwithstanding anything herein contained(a) In addition to the contractual restrictions on transfer set forth in the Stockholder Agreement referred to in Section 6.2(c)(vi), Common the Shares will (or interests therein) cannot be issued upon exercise of a Warrant only in compliance with offered, sold or transferred unless the Shares are registered and qualified under the Securities Act and applicable state securities laws of any applicable jurisdictionor exemptions from such registration and qualification requirements are available, including without limitation the Applicable Securities Lawsor such registration and qualification requirements are inapplicable, and, without limiting the generality of the foregoing, the Corporation will direct the Warrant Agent to legend any certificates representing the Common Shares if, as reflected in the an opinion of counsel to the Corporation acting reasonably, such legend is necessary in order to avoid a violation of the Applicable Securities Laws or to comply with the requirements of any stock exchange on which the Common Shares are listed; provided that if, at any time, in the opinion of counsel to the Corporation, acting reasonably, such legends are no longer necessary in order to avoid a violation of any such laws, or the holder of any such legended certificate, at his or her expense, provides the Corporation with evidence transferring stockholders in form and substance reasonably satisfactory to Buyer. In the Corporation (which may include absence of an opinion of Counsel of recognized standing in form and substance reasonably satisfactory to effective registration statement covering the Corporation) to the effect that such holder is entitled to sell Shares or otherwise transfer such Common Shares in a transaction in which such legends are not required, such legended certificates may thereafter be surrendered to the Warrant Agent in exchange for a certificate which does not bear such legends. The Warrant Agent shall be entitled to assume that Common Shares may be issued pursuant to the exercise of any Warrant without violating any Applicable Securities Laws and without legending the certificate representing the Common Shares unless the Warrant Agent has received notice in writing an available exemption from the Corporation stating otherwise and setting forth the restrictions on the exercise of the Warrants and any legend the certificates representing the Common Shares should bear. For greater certainty, should no Registration Statement be effective registration under the U.S. Securities Act, the Corporation shall permitShares must be held indefinitely, at and may not be sold pursuant to Rule 144 promulgated under the Corporation's sole discretion, either the Cashless Exercise or redemption Securities Act unless all of the Warrants held by Warrantholders as conditions of that rule are met. (b) The Certificates will bear a legend to the effect set forth below, and appropriate stop transfer instructions against the Shares will be placed with any transfer agent of Buyer to ensure compliance with the restrictions set forth herein. "THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR UNLESS PROFITSOURCE CORPORATION HAS RECEIVED AN OPINION OF COUNSEL TO THE HOLDER OF THE SHARES OR OTHER EVIDENCE, SATISFACTORY TO PROFITSOURCE CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED." (c) Each recipient of Shares or interests therein shall, as a condition to transfer of any Shares or interests therein, cause the transferee to enter into the Stockholder Agreement described in Section 3.4 6.2(e)(vi) and shall the Voting Agreement described in Section 6.2(e)(vii), provided that, with respect to each such agreement, this requirement will not apply to transfers made after the agreement has terminated. (d) In connection with any underwritten public offering of securities of Buyer or any of its Affiliates within three (3) years of the Closing Date, if the managing underwriter believes that it is appropriate in connection with the offering to limit public sales of such securities by Buyer's stockholders, the Stockholders will agree to the managing underwriter's standard form of "lock up" agreement prohibiting transfers of Common Stock (other than shares included in the offering) for such period as may be required by the managing underwriter not to exceed twenty (20) days prior to, and one hundred and eighty (180) days after, the effective date of the registration statement for such offering, provided however, that (i) such lock up provision may not be permitted invoked more than once in any 365 day period, (ii) such lock up provision will be contingent upon the officers and directors of the registrant entering into similar lock up agreements, and (iii) no Stockholder will be required to issue legended comply with this lock up provision if any other stockholder owning more shares of Common Shares in lieu thereofStock than such Stockholder and who is subject to a contractual lock up provision similar to this one has been released from such lock up obligation.

Securities Restrictions. (a) Notwithstanding anything herein contained, Common Shares Special Warrants and Units will only be issued upon pursuant to the transfer or exercise of a any Special Warrant only in compliance with the securities laws Applicable Legislation of any applicable jurisdiction, including without limitation the Applicable Securities Laws, jurisdiction and, without limiting the generality of the foregoing, in respect of any Special Warrants transferred or exercised for Units the Corporation will direct the Warrant Agent to legend any certificates representing the Common issued Special Warrants and Unit Shares ifand Warrants, as the case may be, will bear such legends as may, in the opinion of counsel Counsel to the Corporation acting reasonablyCorporation, such legend is be necessary in order to avoid a violation of the Applicable Securities Laws or other Applicable Legislation of such jurisdiction or to comply with the requirements of any stock exchange on which the Common Unit Shares are listed; , provided that if, at any time, in the opinion of counsel Counsel to the Corporation, acting reasonably, such legends are no longer necessary in order to avoid a violation of any such laws, or the holder of any such legended certificate, at his or her the holder’s expense, provides the Corporation with evidence satisfactory in form and substance reasonably satisfactory to the Corporation (which may include an opinion of Counsel of recognized standing in form and substance reasonably counsel satisfactory to the Corporation) to the effect that such holder is entitled to sell or otherwise transfer such Common Special Warrants or Unit Shares or Warrants, as the case may be, in a transaction in which such legends are not required, such legended certificates certificate may thereafter be surrendered to the Special Warrant Agent in exchange for a certificate which does not bear such legends. The Warrant Agent shall be entitled to assume that Common legend. (b) Certificates representing Unit Shares may be and Warrants issued pursuant to upon the exercise of any Warrant without violating any Applicable Securities Laws Special Warrants on or prior to the date that is four months and without legending a day following the certificate representing the Common Shares unless the Warrant Agent has received notice in writing from the Corporation stating otherwise and setting forth the restrictions on the exercise date of issuance of the Warrants Special Warrants, without the Principal Regulator having issued the Receipt, will bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE JUNE 28, 2015” and any legend the certificates representing the Common Unit Shares should bear. For greater certaintyand Warrants may also bear the following legend, should no Registration Statement be effective under in accordance with the U.S. Securities Act, the Corporation shall permit, at the Corporation's sole discretion, either the Cashless Exercise or redemption rules of the TSXV: “WITHOUT PRIOR WRITTEN APPROVAL OF THE 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 THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL JUNE 28, 2015” Certificates representing Unit Shares and Warrants held by issued to Special Warrantholders as set forth in Section 3.4 upon the exercise or deemed exercise of Special Warrants after the Principal Regulator has issued the Receipt and shall on or after the date that is four months and a day following the date of issuance of the Special Warrants will not be permitted to issue legended Common Shares in lieu thereofbear the forgoing legend.

Securities Restrictions. Notwithstanding anything herein contained(a) In addition to the contractual restrictions on transfer set forth in this Agreement and the Stockholder Agreement, Common the Shares will (or interests therein) cannot be issued upon exercise of a Warrant only in compliance with offered, sold or transferred unless the Shares are registered and qualified under the Securities Act and applicable state securities laws of any applicable jurisdictionor exemptions from such registration and qualification requirements are available, including without limitation the Applicable Securities Lawsor such registration and qualification requirements are inapplicable, and, without limiting the generality of the foregoing, the Corporation will direct the Warrant Agent to legend any certificates representing the Common Shares if, as reflected in the an opinion of counsel to the Corporation acting reasonably, such legend is necessary in order to avoid a violation of the Applicable Securities Laws or to comply with the requirements of any stock exchange on which the Common Shares are listed; provided that if, at any time, in the opinion of counsel to the Corporation, acting reasonably, such legends are no longer necessary in order to avoid a violation of any such laws, or the holder of any such legended certificate, at his or her expense, provides the Corporation with evidence Purchaser in form and substance reasonably satisfactory to the Corporation Company. (which may include an opinion of Counsel of recognized standing in form b) In addition to any legends required by the Stockholder Agreement and substance reasonably satisfactory to the Corporation) Voting Agreement, the Certificates will bear a legend to the effect set forth below, and appropriate stop transfer instructions against the Shares will be placed with any transfer agent of the Company to ensure compliance with the restrictions set forth herein. "THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL TO THE HOLDER OF THE SHARES OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED." (c) Each recipient of Shares or interests therein shall, as a condition to transfer of any Shares or interest therein, cause the transferee to enter into the Stockholder Agreement and the Voting Agreement, provided that, with respect to each such agreement, this requirement will not apply to transfers made after the agreement has terminated. (d) In connection with any underwritten public offering of securities of the Company or any of its affiliates within three (3) years of the date hereof, if the managing underwriter believes that it is appropriate in connection with the offering to limit public sales of such holder is entitled to sell or otherwise transfer such Common Shares in a transaction in which such legends are not requiredsecurities by Company's stockholders, such legended certificates may thereafter be surrendered the Purchaser will agree to the Warrant Agent managing underwriter's standard form of "lock up" agreement prohibiting transfers of any Common Stock owned by the Purchaser, including without limitation shares acquired other than pursuant hereto (other than shares included in exchange the offering) for a certificate which does not bear such legends. The Warrant Agent shall be entitled to assume that Common Shares period as may be issued pursuant required by the managing underwriter not to exceed twenty (20) days prior to, and one hundred and eighty (180) days after, the effective date of the registration statement for such offering, provided however, that (i) such lock up provision may not be invoked more than once in any 365 day period, (ii) such lock up provision will be contingent upon the officers and directors of the registrant entering into similar lock up agreements, and (iii) the Purchaser will not be required to comply with this lock up provision if any other stockholder owning more shares of Common Stock than the Purchaser and who is subject to a contractual lock up provision similar to this one has been released from such lock up obligation. (e) As a material inducement to the exercise of Purchaser to enter into this Agreement, the Company hereby represents and warrants that it is not a party to any Warrant without violating stock purchase agreement, asset purchase agreement, or similar agreement which contains provisions governing securities restrictions that are different in any Applicable Securities Laws and without legending the certificate representing the Common Shares unless the Warrant Agent has received notice in writing material respect from the Corporation stating otherwise and setting forth the restrictions on the exercise of the Warrants and any legend the certificates representing the Common Shares should bear. For greater certainty, should no Registration Statement be effective under the U.S. Securities Act, the Corporation shall permit, at the Corporation's sole discretion, either the Cashless Exercise or redemption of the Warrants held by Warrantholders as set forth terms contained in this Section 3.4 and shall not be permitted to issue legended Common Shares in lieu thereof4.2.

Securities Restrictions. Notwithstanding anything herein contained, (1) The Warrants and the Common Shares will be issued issuable upon the exercise of a Warrant only in compliance with the Warrants have not been and will not be registered under the U.S. Securities Act or the securities laws of any applicable jurisdictionstate, including without limitation and the Applicable Securities LawsWarrants may not be exercised unless an exemption from registration is available, and, without limiting and Crystallex shall have received either written evidence satisfactory to it upon which it can rely that such exemption is available or an opinion of counsel to such effect in form and substance reasonably satisfactory to it. (2) If the generality Exercise Date in respect of any Warrant occurs before a receipt is issued for a final prospectus in respect of the foregoingdistribution thereof, the Corporation will direct the Warrant Agent to legend any certificates representing the Common Shares ifthereby issued will bear such legends as may, in the opinion of counsel to the Corporation acting reasonablyCrystallex, such legend is be necessary or advisable in order to avoid a violation of any securities laws of any province of Canada or of the Applicable Securities Laws United States of America or to comply with the requirements of the TSX, the AMEX or any stock exchange on which the Common Shares are listed; , provided that if, at any time, in the opinion of counsel to the Corporation, acting reasonablyCrystallex, such legends are no longer necessary or advisable in order to avoid a violation of any such laws, or the holder of any such legended certificate, at his or her expense, provides the Corporation Crystallex with evidence reasonably satisfactory in form and substance reasonably satisfactory to the Corporation Crystallex (which may include an opinion of Counsel of recognized standing in form and substance reasonably counsel satisfactory to the CorporationCrystallex) to the effect that such holder is entitled to sell or otherwise transfer such Common Shares in a transaction in which such legends are not required, such legended certificates certificate may thereafter be surrendered to the Warrant Agent Crystallex in exchange for a certificate which does not bear such legends. The Warrant Agent shall be entitled to assume that Common Shares may be issued pursuant to If the exercise Exercise Date of any Warrant without violating any Applicable Securities Laws and without legending occurs less than 41 days after the certificate representing the Common Shares unless the Warrant Agent has received notice in writing from the Corporation stating otherwise and setting forth the restrictions on the exercise issue date of the Warrants and any legend the Special Warrants, certificates representing the Common Shares should bearwill bear the following legend: THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON (AS DEFINED IN REGULATION S OF THE 1933 ACT) UNTIL [Insert date which is 41 days from date of issue], AND THEREAFTER ONLY IN COMPLIANCE WITH AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT. For greater certaintyIf Warrants are exercised in the United States or by or on behalf of a U.S. person, should no Registration Statement be effective certificates for Common Shares issued upon exercise will bear a legend restricting transfer without registration under the U.S. Securities ActAct and applicable state securities laws if, in the Corporation shall permitopinion of counsel to Crystallex, at the Corporation's sole discretion, either the Cashless Exercise or redemption of the Warrants held by Warrantholders as set forth in Section 3.4 and shall not be permitted such a legend is required for compliance with such laws. Back to issue legended Common Shares in lieu thereof.Contents