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 legislation, 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 such 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 and the Warrant Agent with evidence in form and substance reasonably satisfactory to the Corporation and the Warrant Agent (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 legislation 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. Notwithstanding the preceding sentence, the Warrant Agent shall be entitled to require legal advice or other evidence satisfactory to the Warrant Agent, of counsel to the Corporation with respect to any legending requirements.

Securities Restrictions. Notwithstanding anything herein contained, no Warrants, or Common Shares issuable upon the exercise of such Warrants, will be issued upon exercise if the issuance of such Warrants or Common Shares would constitute a Warrant only in compliance with violation of the securities laws of any applicable jurisdiction, including without limitation the applicable securities legislation, and, without limiting the generality of the foregoing, the Corporation will direct may include any legend on the Warrant Agent to legend any certificates or DRS Advices representing the Warrants and Common Shares issuable upon exercise of any Warrant if, in the opinion of counsel to the Corporation acting reasonablyCorporation, such legend is necessary in order to avoid a violation of such any securities laws of any applicable jurisdiction 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 outside 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 certificatecertificate or DRS Advices, at his his, her or her its expense, provides the Corporation and the Warrant Agent with evidence satisfactory in form and substance reasonably satisfactory to the Corporation and the Warrant Agent (which may include an opinion of Counsel 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 securities in a transaction in which such legends are not required, such legended certificates or DRS Advices may thereafter be surrendered to the Warrant Agent in exchange for a certificate which or DRS Advices that does not bear such legends. The Warrant Agent shall be entitled to assume that the Common Shares may be issued pursuant to the exercise of any Warrant without violating any applicable securities legislation Applicable Securities Laws and without legending the certificate or DRS Advices 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 or DRS Advices representing the Common Shares should bear. Notwithstanding the preceding sentence, the Warrant Agent shall be entitled to require legal advice or other evidence satisfactory to the Warrant Agent, of counsel to the Corporation with respect to any legending requirements.

Securities Restrictions. 3.8.1 Notwithstanding anything herein containedto the contrary, Common Warrants may only be transferred, Warrant Shares will shall only be issued by the Corporation (upon exercise of a the Warrants), and Warrant Shares may only be transferred in compliance with the securities laws of any applicable jurisdictionlaw, including without limitation the applicable securities legislation, and, without Securities Laws. Without limiting the generality of the foregoing, the Corporation will may direct the Warrant Agent to prohibit exercise of the Warrants or to legend any Warrant Certificates or certificates representing the Common Warrant Shares if, in the opinion of counsel to the Corporation acting reasonablyCorporation, such prohibition or legend is necessary or appropriate in order to avoid a violation of such securities laws or to comply with the requirements of any stock exchange on which the Common Shares are listedapplicable Securities Laws; 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 Holder of any such laws, Warrant or the holder of any such legended certificate, at his his, her or her its expense, provides the Corporation and the Warrant Agent with evidence in form and substance reasonably satisfactory to the Corporation and the Warrant Agent (which may include an opinion of Counsel counsel of recognized standing in form and substance reasonably satisfactory to the Corporation) to the effect that such holder Holder is entitled to exercise such Warrant or to sell or otherwise transfer such Common Shares in a transaction in which such legends are not requiredlegended Warrant Share, such Warrant may thereafter be exercised or such legended certificates Warrant Share may thereafter be surrendered to the Warrant Agent in exchange for a certificate which does not bear such legends. . 3.8.2 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 legislation Securities Laws and without legending the any 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 bear. 3.8.3 Neither the Corporation nor the Warrant Agent shall effect any exercise of a Warrant, and a Holder shall not have the right to exercise any portion of a Warrant, pursuant to Article 3 or otherwise, to the extent that, after giving effect to such issuance after exercise as set forth on the applicable Exercise Form, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). Notwithstanding For purposes of the foregoing sentence, the number of Common Shares beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Warrant Shares issuable upon exercise of a Warrant with respect to which such determination is being made, but shall exclude the number of Warrant Shares that would be issuable upon (i) exercise of the remaining, non-exercised portion of a Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties, and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation (including, without limitation, any other Equity Share equivalents), subject to a limitation on conversion or exercise analogous to the limitation contained herein, beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 3.8.3, beneficial ownership shall be calculated in accordance with Section 13(d) of the U.S. Securities Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that neither the Warrant Agent nor the Corporation is representing to the Holder that such calculation is in compliance with Section 13(d) of the U.S. Securities Exchange Act and the Holder further acknowledges that it is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 3.8.3 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a Warrant is exercisable shall be entitled in the sole discretion of the Holder, and the submission of an Exercise Form shall be deemed to require legal advice or be the Holder’s determination of whether a Warrant is exercisable (in relation to other evidence satisfactory securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and neither the Warrant AgentAgent nor the Corporation shall have any obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of counsel the U. S. Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 3.8.3, in determining the number of outstanding Common Shares, a Holder may rely on the number of outstanding Common Shares as reflected in (A) the Corporation’s most recent periodic or annual report filed with the SEC or on SEDAR, as the case may be, (B) a more recent public announcement by the Corporation, or (C) a more recent written notice by the Corporation or the Corporation’s transfer agent setting forth the number of Common Shares outstanding. Upon the written or oral request of a Holder, the Corporation shall, within two Trading Days, confirm orally and in writing to the Corporation Holder the number of Common Shares then outstanding. In any case, the number of outstanding Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including the Warrant being exercised, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding Common Shares was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of Common Shares outstanding immediately after giving effect to the issuance of Warrant Shares issuable upon exercise of the Warrant in question. The Holder, upon written notice to the Corporation, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 3.8.3, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of Common Shares outstanding immediately after giving effect to the issuance of Warrant Shares upon exercise of the Warrant in question held by the Holder and the provisions of this Section 3.8.3 shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the sixty-first (61st) day after such notice is delivered to the Corporation. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with respect the terms of this Section 3.8.3 to correct this paragraph (or any legending requirementsportion hereof) that may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this Section 3.8.3 shall apply to a successor holder of a Warrant.

Securities Restrictions. (1) Notwithstanding anything herein contained, Common Underlying Shares will shall only be issued by the Company (upon exercise or deemed exercise of a Warrant only the Special Warrants) in compliance with the securities laws of any applicable jurisdiction, including without limitation the applicable securities legislation, 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 sections 3.1 and 3.2 prior to the Expiry Time, the certificates representing the Common Underlying Shares ifthereby issued shall bear such legends as may, in the opinion of counsel to the Corporation acting reasonablyCompany, such legend is be necessary in order to avoid a violation of such any securities laws of any jurisdiction 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 reasonablyCompany, such legends are no longer necessary in order to avoid a violation of any such laws, or the holder Holder of any such legended certificate, at his or her the Holder’s expense, provides the Corporation and the Warrant Agent Company with evidence satisfactory in form and substance reasonably satisfactory to the Corporation Company and the Warrant Agent Trustee (which may include an opinion of Counsel of recognized standing in form and substance reasonably counsel satisfactory to the CorporationCompany and the Trustee) to the effect that such holder Holder is entitled to sell or otherwise transfer such Common Underlying Shares in a transaction in which such legends are not required, required such legended certificates certificate may thereafter be surrendered to the Warrant Agent Company 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 legend. (2) Upon exercise of the Special Warrants (other than a deemed exercise pursuant to the exercise terms of any Warrant without violating any applicable securities legislation this Indenture), or transfer of the Special Warrants, the Holder shall be required to represent, warrant and without legending certify that the certificate representations, warranties and certifications set forth in the subscription agreement related to the purchase of such Special Warrants shall be true and correct as of the date thereof. (3) In the event that the Special Warrants are exercised or deemed to be exercised by a Holder, or deemed to be exercised by a Holder, who is a U.S. Person, a person in the United States or a person for the account or benefit of a U.S. Person or a person in the United States, the certificates evidencing the Underlying Shares shall bear 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 “U.S. SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO SANDSPRING RESOURCES LTD. (THE “CORPORATION”) (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH LOCAL LAWS AND REGULATIONS, (C) WITHIN THE UNITED STATES IN ACCORDANCE WITH (1) RULE 144A UNDER THE U.S. SECURITIES ACT, OR (2) RULE 144 UNDER THE U.S. SECURITIES ACT AND, IN EACH CASE, IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C)(2) OR (D) ABOVE, A LEGAL OPINION SATISFACTORY TO THE CORPORATION MUST FIRST BE PROVIDED TO COMPUTERSHARE TRUST COMPANY OF CANADA 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. IF THESE SECURITIES ARE SOLD AT ANY TIME THE CORPORATION IS A “FOREIGN ISSUER” AS DEFINED IN RULE 902 UNDER THE U.S. SECURITIES ACT, A NEW CERTIFICATE, BEARING NO LEGEND, THE DELIVERY OF WHICH WILL CONSTITUTE “GOOD DELIVERY” MAY BE OBTAINED FROM COMPUTERSHARE TRUST COMPANY OF CANADA UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN FORM SATISFACTORY TO THE CORPORATION AND COMPUTERSHARE TRUST COMPANY OF CANADA TO THE EFFECT THAT THE SALE OF THE SECURITIES IS BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND, IF SO REQUIRED BY THE CORPORATION OR COMPUTERSHARE TRUST COMPANY OF CANADA, AN OPINION OF COUNSEL, TO THE EFFECT THAT THE SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT.” (4) All certificates representing the Common Underlying Shares unless issued upon the Warrant Agent has received notice in writing from the Corporation stating otherwise and setting forth the restrictions on the exercise or deemed exercise of the Special Warrants and any which bear the U.S. legend set forth in subsection 2.14(2)(a) shall bear the certificates representing the Common Shares should bear. Notwithstanding the preceding sentence, the Warrant Agent shall be entitled to require legal advice or other evidence satisfactory to the Warrant Agent, of counsel to the Corporation with respect to any legending requirementsU.S. legend.

Securities Restrictions. (1) Notwithstanding anything herein contained, Common Shares will and Warrants shall only be issued by the Company (upon exercise or deemed exercise of a Warrant only the Special Warrants) in compliance with the securities laws of any applicable jurisdiction, including without limitation the applicable securities legislation, 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 sections 3.1 and 3.2 prior to the Expiry Time, the certificates representing the Common Shares ifand Warrants thereby issued shall bear such legends as may, in the opinion of counsel to the Corporation acting reasonablyCompany, such legend is be necessary in order to avoid a violation of such any securities laws of any jurisdiction 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 reasonablyCompany, such legends are no longer necessary in order to avoid a violation of any such laws, or the holder Holder of any such legended certificate, at his or her the Holder’s expense, provides the Corporation and the Warrant Agent Company with evidence satisfactory in form and substance reasonably satisfactory to the Corporation Company and the Warrant Agent Trustee (which may include an opinion of Counsel of recognized standing in form and substance reasonably counsel satisfactory to the CorporationCompany and the Trustee) to the effect that such holder Holder is entitled to sell or otherwise transfer such Common Shares or Warrants in a transaction in which such legends are not required, required such legended certificates certificate may thereafter be surrendered to the Warrant Agent Company 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 legend. (2) Upon exercise of the Special Warrants (other than a deemed exercise pursuant to the exercise terms of any Warrant without violating any applicable securities legislation this Indenture), or transfer of the Special Warrants, the Holder shall be required to represent, warrant and without legending certify that the certificate representations, warranties and certifications set forth in the subscription agreement related to the purchase of such Special Warrants shall be true and correct as of the date thereof. (3) In the event that the Special Warrants are exercised or deemed to be exercised by a Holder, or deemed to be exercised by a Holder, who is a U.S. Person, a person in the United States or a person for the account or benefit of a U.S. Person or a person in the United States, the certificates evidencing the Underlying Securities shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY [AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF] HAVE NOT BEEN 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, AND MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO AVALON RARE METALS INC (THE "CORPORATION") (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE U.S. SECURITIES ACT AND IS AVAILABLE FOR RESALE OF THE SECURITIES, (D) IN COMPLIANCE WITH ANY OTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT, INCLUDING RULE 144 OR 144A THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS. THE HOLDER FURTHER UNDERSTANDS AND AGREES THAT IN THE EVENT OF A TRANSFER PURSUANT TO THE FOREGOING CLAUSE (B) OR (D), THE CORPORATION AND TRUSTEE MAY REQUIRE A LEGAL OPINION OF COUNSEL OF RECOGNIZED STANDING REASONABLY SATISFACTORY TO THE CORPORATION AND TRUSTEE THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. THE PRESENCE OF THIS LEGEND MAY IMPAIR THE ABILITY OF THE HOLDER HEREOF TO EFFECT “GOOD DELIVERY” OF THE SECURITIES REPRESENTED HEREBY ON A CANADIAN STOCK EXCHANGE. A CERTIFICATE WITHOUT A LEGEND MAY BE OBTAINED FROM THE REGISTRAR AND TRANSFER AGENT OF THE CORPORATION IN CONNECTION WITH A SALE OF THE SECURITIES REPRESENTED HEREBY AT A TIME WHEN THE CORPORATION IS A “FOREIGN ISSUER”, AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT, UPON DELIVERY OF THIS CERTIFICATE, AN EXECUTED DECLARATION AND, IF REQUESTED BY THE CORPORATION OR THE TRANSFER AGENT FOR THE CORPORATION, AN OPINION OF COUNSEL OF RECOGNIZED STANDING, EACH IN FORM SATISFACTORY TO THE TRANSFER AGENT OF THE CORPORATION AND THE CORPORATION, TO THE EFFECT THAT SUCH SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT.” (4) All certificates representing the Common Shares unless Underlying Securities issued upon the Warrant Agent has received notice in writing from the Corporation stating otherwise and setting forth the restrictions on the exercise or deemed exercise of the Special Warrants and any which bear the U.S. legend set forth in subsection 2.14(2)(a) shall bear the certificates representing the Common Shares should bear. Notwithstanding the preceding sentence, the Warrant Agent shall be entitled to require legal advice or other evidence satisfactory to the Warrant Agent, of counsel to the Corporation with respect to any legending requirementsU.S. legend.

Securities Restrictions. Notwithstanding anything herein contained, no Common Shares will be issued upon pursuant to the exercise of any Warrant if the issuance of such Common Shares would constitute a Warrant only in compliance with violation of the securities laws of any applicable jurisdiction, including without limitation the applicable securities legislation, and, without limiting the generality of the foregoing, the Corporation will direct legend the Warrant Agent to legend any certificates representing the Common Shares issuable upon exercise of any Warrant if, in the opinion of counsel to the Corporation acting reasonablyCorporation, such legend is necessary in order to avoid a violation of such any securities laws of any applicable jurisdiction 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 outside 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 and the Warrant Agent with evidence satisfactory in form and substance reasonably satisfactory to the Corporation and the Warrant Agent (which may include an opinion of Counsel 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 securities in a transaction in which such legends are not required, such legended certificates may thereafter be surrendered to the Warrant Agent Corporation in exchange for a certificate which that does not bear such legends. The Warrant Agent shall be entitled to assume that the Common Shares may be issued pursuant to the exercise of any Warrant without violating any applicable securities legislation 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. Notwithstanding anything to the contrary herein, a Warrantholder that is an Original Purchaser shall not have the right to exercise any portion of a Warrant, pursuant to Article 3 or otherwise, to the extent that, after giving effect to such issuance after exercise as set forth on the applicable Exercise Notice, the Warrantholder (together with the Warrantholder’s affiliates, and any other persons acting as a group together with the Warrantholder or any of the Warrantholder’s affiliates (such persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of Common Shares beneficially owned by the Warrantholder and its Attribution Parties shall include the number of Common Shares issuable upon exercise of a Warrant with respect to which such determination is being made, but shall exclude the number of Common Shares that would be issuable upon (i) exercise of the remaining, non-exercised portion of a Warrant beneficially owned by the Warrantholder or any of its Attribution Parties, and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation, subject to a limitation on conversion or exercise analogous to the limitation contained herein, beneficially owned by the Warrantholder or any of its Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 3.10, beneficial ownership shall be calculated in accordance with Section 13(d) of the U.S. Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Warrantholder that neither the Warrant Agent nor the Corporation is representing to the Warrantholder that such calculation is in compliance with Section 13(d) of the U.S. Exchange Act and the Warrantholder further acknowledges that it is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 3.10 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by the Warrantholder together with any Attribution Parties) and of which portion of a Warrant is exercisable shall be in the sole discretion and at the sole responsibility of the Warrantholder, and the submission of an Exercise Notice shall be deemed to be the Warrantholder’s determination of whether a Warrant is exercisable (in relation to other securities owned by the Warrantholder together with any Attribution Parties) and of which portion of a Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation and neither the Corporation, except to the extent required in Section 3.2(10) above, nor the Warrant Agent shall have any obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be entitled to require legal advice determined in accordance with Section 13(d) of the U.S. Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 3.10 in determining the number of outstanding Common Shares, a Warrantholder may rely on the number of outstanding Common Shares as reflected in (A) the Corporation’s most recent periodic or other evidence satisfactory annual report filed with the SEC or on SEDAR, as the case may be, (B) a more recent public announcement by the Corporation, or (C) a more recent written notice by the Corporation or the Corporation’s transfer agent setting forth the number of Common Shares outstanding. Upon the written or oral request of a Warrantholder, the Corporation shall, within two Trading Days, confirm orally and in writing to the Warrant AgentWarrantholder the number of Common Shares then outstanding. In any case, the number of counsel outstanding Common Shares shall be determined after giving effect to the Corporation with respect conversion or exercise of securities of the Corporation, including the Warrant being exercised, by the Warrantholder or its Attribution Parties since the date as of which such number of outstanding Common Shares was reported. The “Beneficial Ownership Limitation” shall be 19.9% of the number of Common Shares outstanding immediately after giving effect to any legending requirementsthe issuance of Common Shares issuable upon exercise of the Warrant in question.

Securities Restrictions. (1) Notwithstanding anything herein containedany provision to the contrary, Warrants may only be transferred, Common Shares will shall only be issued by the Corporation (upon exercise of a Warrant the Warrants), and Common Shares may only be transferred in compliance with the securities laws of any applicable jurisdictionApplicable Law, including without limitation the applicable securities legislation, and, without Securities Laws. Without limiting the generality of the foregoing, the Corporation will may direct the Warrant Agent to prohibit exercise of the Warrants or to legend any Warrant Certificates or certificates representing the Common Shares if, in the opinion of counsel to the Corporation acting reasonablyCorporation, such prohibition or legend is necessary or appropriate in order to avoid a violation of such securities laws or to comply with the requirements of any stock exchange on which the Common Shares are listedapplicable Securities Laws; provided that if, at any time, in the opinion of outside 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 and the Warrant Agent with evidence satisfactory in form and substance reasonably satisfactory to the Corporation and the Warrant Agent (which may include an opinion of Counsel 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 securities in a transaction in which such legends are not required, such legended certificates may thereafter be surrendered to the Warrant Agent Corporation in exchange for a certificate which does not bear such legends. . (2) 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 legislation Securities Laws and without legending the any 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. (3) Neither the Corporation nor the Warrant Agent shall effect any exercise of a Warrant, and a Holder shall not have the right to exercise any portion of a Warrant, pursuant to Article 3 or otherwise, to the extent that, after giving effect to such issuance after exercise as set forth on the applicable Exercise Form, the Holder (together with the Holder’s affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). Notwithstanding For purposes of the foregoing sentence, the number of Common Shares beneficially owned by the Holder and its affiliates and Attribution Parties shall include the number of Common Shares issuable upon exercise of a Warrant with respect to which such determination is being made, but shall exclude the number of Common Shares that would be issuable upon (i) exercise of the remaining, non-exercised portion of a Warrant beneficially owned by the Holder or any of its affiliates or Attribution Parties, and (ii) exercise or conversion of the unexercised or unconverted portion of any other convertible securities of the Corporation, subject to a limitation on conversion or exercise analogous to the limitation contained herein, beneficially owned by the Holder or any of its affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 3.10(3), beneficial ownership shall be calculated in accordance with Section 13(d) of the U.S. Securities Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that neither the Warrant Agent nor the Corporation is representing to the Holder that such calculation is in compliance with Section 13(d) of the U.S. Securities Exchange Act and the Holder further acknowledges that it is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 3.10(3) applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by the Holder together with any affiliates and Attribution Parties) and of which portion of a Warrant is exercisable shall be entitled in the sole discretion of the Holder, and the submission of an Exercise Form shall be deemed to require legal advice or be the Holder’s determination of whether a Warrant is exercisable (in relation to other evidence satisfactory securities owned by the Holder together with any affiliates and Attribution Parties) and of which portion of a Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and neither the Warrant AgentAgent nor the Corporation shall have any obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of counsel the U. S. Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 3.10(3), in determining the number of outstanding Common Shares, a Holder may rely on the number of outstanding Common Shares as reflected in (A) the Corporation’s most recent periodic or annual report filed with the SEC or on SEDAR, as the case may be, (B) a more recent public announcement by the Corporation, or (C) a more recent written notice by the Corporation or the Corporation’s transfer agent setting forth the number of Common Shares outstanding. Upon the written or oral request of a Holder, the Corporation shall, within two Trading Days, confirm orally and in writing to the Corporation Holder the number of Common Shares then outstanding. In any case, the number of outstanding Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including the Warrant being exercised, by the Holder or its affiliates or Attribution Parties since the date as of which such number of outstanding Common Shares was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of Common Shares outstanding immediately after giving effect to the issuance of Common Shares issuable upon exercise of the Warrant in question. The Holder, upon written notice to the Corporation, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 3.10(3), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of Common Shares outstanding immediately after giving effect to the issuance of Common Shares upon exercise of the Warrant in question held by the Holder and the provisions of this Section 3.10(3) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the sixty-first (61st) day after such notice is delivered to the Corporation. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with respect the terms of this Section 3.10(3) to correct this paragraph (or any legending requirementsportion hereof) that may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this Section 3.10(3) shall apply to a successor holder of a Warrant.

Securities Restrictions. Notwithstanding anything herein contained, no Warrants and no Common Shares will be issued upon exercise or transferred pursuant to any Warrant if the issuance of such Common Shares or transfer of such Warrants would constitute a Warrant only in compliance with violation of the securities laws of any applicable jurisdictionjurisdiction or the rules or policies of any applicable stock exchange, including without limitation the applicable securities legislation, and, and without limiting the generality of the foregoing, in the event that the Warrants are transferred or are exercised pursuant to the terms of this Indenture, the certificates representing the Warrants and/or the Common Shares thereby issued will bear such legend (to be confirmed in writing by the Corporation will direct to the Warrant Agent to legend any certificates representing together with the Common Shares ifCorporation's written approval of transfers) as may, in the opinion of counsel to the Corporation acting reasonablyCorporation, such legend is be necessary in order to avoid a violation of such any securities laws of any province in Canada or in the United States 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 the holder's expense, provides the Corporation with evidence satisfactory in form and substance to the Corporation and the Warrant Agent with evidence or the Corporation's transfer agent, as applicable, (which may include without limitation a declaration in the form and substance reasonably attached hereto as Schedule "B" or an opinion of counsel satisfactory to the Corporation and the Warrant Agent (which may include an opinion of Counsel of recognized standing in form and substance reasonably satisfactory to or the Corporation's transfer agent, as applicable) to the effect that such holder is entitled to sell or otherwise transfer such Warrants or Common Shares 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 be entitled to assume that Common Shares may be issued pursuant to the exercise of any Warrant without violating any applicable securities legislation legend 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. Notwithstanding the preceding sentence, the Warrant Agent shall be entitled to require legal advice or other evidence satisfactory effect such transfer upon the written approval of the Corporation to the Warrant Agent, of counsel to the Corporation with respect to any legending requirements.

Securities Restrictions. Notwithstanding anything herein contained, no Common Shares will be issued upon pursuant to the exercise of any Warrant if the issuance of such Common Shares would constitute a Warrant only in compliance with the securities laws violation of any applicable jurisdiction, including without limitation the applicable securities legislationApplicable 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 Shares issuable upon exercise of any Warrant if, in the opinion of counsel to the Corporation acting reasonablyCorporation, such legend is necessary in order to avoid a violation of such securities laws 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 outside 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 and the Warrant Agent Corporation’s registrar and transfer agent with evidence satisfactory in form and substance reasonably satisfactory to the Corporation and the Warrant Agent Corporation’s registrar and transfer agent (which may include an opinion of Counsel counsel of recognized standing in form and substance reasonably satisfactory to the Corporation and the Corporation’s registrar and transfer agent) to the effect that such holder is entitled to sell or otherwise transfer such Common Shares securities in a transaction in which such legends are not required, such legended certificates may thereafter be surrendered to the Warrant Agent Corporation in exchange for a certificate which that does not bear such legends. The Warrant Agent shall be entitled to assume that the Common Shares may be issued pursuant to the exercise of any Warrant without violating any applicable securities legislation 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. Notwithstanding the preceding sentence, the Warrant Agent shall be entitled to require legal advice or other evidence satisfactory to the Warrant Agent, of counsel to the Corporation with respect to any legending requirements.

Securities Restrictions. Notwithstanding anything herein contained, no Common Shares will be issued upon pursuant to the exercise of any Warrant if the issuance of such Common Shares would constitute a Warrant only in compliance with violation of the securities laws of any applicable jurisdiction, including without limitation the applicable securities legislation, and, without limiting the generality of the foregoing, the Corporation will direct legend the Warrant Agent to legend any certificates representing the Common Commons Shares issuable upon exercise of any Warrant if, in the opinion of counsel to the Corporation acting reasonablyCorporation, such legend is necessary in order to avoid a violation of such any securities laws of any applicable jurisdiction 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 outside 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 and the Warrant Agent with evidence satisfactory in form and substance reasonably satisfactory to the Corporation and the Warrant Agent (which may include an opinion of Counsel 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 securities in a transaction in which such legends are not required, such legended certificates may thereafter be surrendered to the Warrant Agent Corporation in exchange for a certificate which that does not bear such legends. The Warrant Agent shall be entitled to assume that the Common Shares may be issued pursuant to the exercise of any Warrant without violating any applicable securities legislation 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. Notwithstanding the preceding sentence, the Warrant Agent shall be entitled to require legal advice or other evidence satisfactory to the Warrant Agent, of counsel to the Corporation with respect to any legending requirements.

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 legislationApplicable 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 such 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 and the Warrant Agent with evidence in form and substance reasonably satisfactory to the Corporation and the Warrant Agent (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 legislation 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. Notwithstanding the preceding sentence, the Warrant Agent shall be entitled to require legal advice or other evidence satisfactory to the Warrant Agent, of counsel to the Corporation with respect to any legending requirements.

Securities Restrictions. ‌ Notwithstanding anything herein contained, no Common Shares will be issued upon pursuant to the exercise of any Warrant if the issuance of such Common Shares would constitute a Warrant only in compliance with violation of the securities laws of any applicable jurisdiction, including without limitation the applicable securities legislation, and, without limiting the generality of the foregoing, the Corporation will direct legend the Warrant Agent to legend any certificates representing the Common Shares issuable upon exercise of any Warrant if, in the opinion of counsel to the Corporation acting reasonablyCorporation, such legend is necessary in order to avoid a violation of such any securities laws of any applicable jurisdiction 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 outside 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 and the Warrant Agent with evidence satisfactory in form and substance reasonably satisfactory to the Corporation and the Warrant Agent (which may include an opinion of Counsel 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 securities in a transaction in which such legends are not required, such legended certificates may thereafter be surrendered to the Warrant Agent Corporation in exchange for a certificate which that does not bear such legends. The Warrant Agent shall be entitled to assume that the Common Shares may be issued pursuant to the exercise of any Warrant without violating any applicable securities legislation 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. Notwithstanding the preceding sentence, the Warrant Agent shall be entitled to require legal advice or other evidence satisfactory to the Warrant Agent, of counsel to the Corporation with respect to any legending requirements.

Securities Restrictions. Notwithstanding anything herein contained, No Common Shares will be issued upon on exercise of any Warrant if in the opinion of Counsel to the Corporation (delivered to the Warrant Agent prior to issue), the issuance of such Common Shares would constitute a Warrant only in compliance with violation of the securities laws of any applicable jurisdictionjurisdiction or require the Corporation to qualify the Common Shares issuable upon exercise of the Warrants for distribution in, including without limitation or make any notice or other filing in, any jurisdiction other than the Qualifying Jurisdictions. The Warrants may not be exercised in the United States or by, or for the account or benefit of a U.S. Person except if the Common Shares issuable upon exercise of the Warrants have been registered or qualified under the U.S. Securities Act and applicable state securities legislationlaws or pursuant to an exemption from the registration and qualification requirements. Further, andin order to ensure compliance with applicable U.S. federal or state securities laws, without at the time of exercise of a Warrant, the Corporation may require certificates, legal opinions, and any other documentation satisfactory to the Corporation, to the effect that such an exemption is available. Without limiting the generality of the foregoingpreceding sentences, 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 Counsel to the Corporation acting reasonablyCorporation, such legend is be necessary or advisable in order to avoid a violation of such any applicable securities laws of the United States or any other jurisdiction or to comply with the requirements of any stock exchange the Recognized Stock Exchange, provided that no legend will be placed on which the Common Shares are listed; certificate if the person exercising the Warrant provides the first certification (relating, among other things, to the Warrant not being exercised in the United States) set forth on Appendix 1 to the Warrant Certificate and further provided that if, at any time, in the opinion of counsel Counsel to the Corporation, acting reasonably, such 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 its expense, provides the Corporation and the Warrant Agent with evidence satisfactory in form and substance reasonably satisfactory to the Corporation and the Warrant Agent (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 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 that 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 legislation 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. Notwithstanding the preceding sentence, the Warrant Agent shall be entitled to require legal advice or other evidence satisfactory to the Warrant Agent, of counsel to the Corporation with respect to any legending requirements.