Common use of Transfer and Registration of Subscription Receipts Clause in Contracts

Transfer and Registration of Subscription Receipts. (a) The Subscription Receipts may only be transferred on the register kept at the Designated Office of the Subscription Receipt Agent by the holder or its legal representatives or its attorney duly appointed by an instrument in writing. Upon surrender for registration of transfer of Subscription Receipts at the Designated Office of the Subscription Receipt Agent, Zarlink shall issue and thereupon the Subscription Receipt Agent shall certify and deliver a new Subscription Receipt Certificate of like tenor in the name of the designated transferee. If less than all the Subscription Receipts evidenced by the Subscription Receipt Certificate(s) so surrendered are transferred, the transferor shall be entitled to receive, in the same manner, a new Subscription Receipt Certificate registered in its name evidencing the Subscription Receipts not transferred. However, notwithstanding the foregoing, Subscription Receipts shall only be transferred upon: (i) payment to the Subscription Receipt Agent of a reasonable sum for each new Subscription Receipt Certificate issued upon such transfer, and reimbursement of the Subscription Receipt Agent or Zarlink for any and all stamp taxes or governmental or other charges required to be paid in respect of such transfer; and (ii) such reasonable requirements as the Subscription Receipt Agent may prescribe and as required pursuant to the terms of this Agreement, and all such transfers shall be duly noted in such register by the Subscription Receipt Agent. (b) Zarlink and the Subscription Receipt Agent will deem and treat the registered owner of any Subscription Receipt as the beneficial owner thereof for all purposes and neither Zarlink nor the Subscription Receipt Agent shall be affected by any notice to the contrary. (c) The transfer register in respect of Subscription Receipts shall be closed at 5:00 p.m. (Toronto time) at the Designated Office, on the earlier to occur of the Acquisition Closing Date and the Termination Date. Trades settling after the Acquisition Closing Date will be completed by the delivery of Convertible Debentures. (d) The Subscription Receipt Agent will promptly advise Zarlink of any requested transfer of Subscription Receipts. Zarlink will be entitled, and may direct the Subscription Receipt Agent, to refuse to recognize any transfer, or enter the name of any transferee of any Subscription Receipts on the registers referred to in this Article if such transfer would constitute a violation of the securities laws of any jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdiction, or would be contrary to the terms of the constating documents of Zarlink or this Agreement. (e) Subject to the provisions of this Agreement and applicable law, a Receiptholder shall be entitled to the rights and privileges attaching to the Subscription Receipts. Either (a) the issue of Convertible Debentures as provided in Section 3.3, or (b) the payment of the Termination Payment, less applicable withholding taxes, if any, as provided in Section 3.5, all in accordance with the terms and conditions herein contained, shall discharge all responsibilities of Zarlink and the Subscription Receipt Agent with respect to such Subscription Receipts and neither Zarlink nor the Subscription Receipt Agent shall be bound to inquire into the title of a Receiptholder. (f) Without limitation, signatures must be guaranteed by an authorized officer of a Canadian chartered bank or a major Canadian trust company or by a medallion signature guarantee from a member of a recognized medallion signature guarantee program. (g) The Subscription Receipt Agent shall have no duty to determine compliance of the transferor or transferee of Subscription Receipts with applicable securities laws.

Transfer and Registration of Subscription Receipts. (a) The Subscription Receipts may only be transferred on the register kept at the Designated Office of the Subscription Receipt Agent by the holder Receiptholder or its legal representatives or its attorney duly appointed by an instrument in writing. Upon surrender for registration of transfer of Subscription Receipts at the Designated Office of the Subscription Receipt Agent, Zarlink the Corporation shall issue and thereupon the Subscription Receipt Agent shall certify Authenticate and deliver a new Subscription Receipt Certificate of like tenor in the name of the designated transferee. If less than all the Subscription Receipts evidenced by the Subscription Receipt Certificate(s) so surrendered are transferred, the transferor Receiptholder shall be entitled to receive, in the same manner, a new Subscription Receipt Certificate registered in its name name, evidencing the number of Subscription Receipts not so transferred. However, notwithstanding the foregoing, Subscription Receipts shall only be transferred upon: (i) payment to the Subscription Receipt Agent of a reasonable sum for each new Subscription Receipt Certificate issued upon such transfer, and reimbursement of the Subscription Receipt Agent or Zarlink the Corporation for any and all stamp taxes or governmental or other charges required to be paid in respect of such transfer; and (ii) such reasonable requirements as the Subscription Receipt Agent may prescribe and as required pursuant to the terms of this Agreement, and all such transfers shall be duly noted in such register by the Subscription Receipt Agent. (b) Zarlink The Corporation and the Subscription Receipt Agent will deem and treat the registered owner of any Subscription Receipt as the beneficial owner thereof for all purposes and neither Zarlink the Corporation nor the Subscription Receipt Agent shall be affected by any notice to the contrary. (c) The transfer register in respect of Subscription Receipts shall be closed at 5:00 p.m. (Toronto time) at the Designated Office, Office at 4:30 p.m. on the earlier to occur of the Acquisition Closing Escrow Release Date and the Termination Date. Trades of Subscription Receipts settling after the Acquisition Closing Escrow Release Date will be completed by the delivery of Convertible DebenturesUnderlying Common Shares. (d) The Subscription Receipt Agent will promptly advise Zarlink the Corporation of any requested transfer by a registered Receiptholder of Subscription ReceiptsReceipts by a registered Receiptholder. Zarlink The Corporation will be entitled, and may direct the Subscription Receipt Agent, to refuse to recognize any transfer, or enter the name of any transferee transferee, of any Subscription Receipts on the registers referred to in this Article Article, if such transfer would constitute a violation of the securities laws of any jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdiction, or would be contrary to the terms of the constating documents of Zarlink the Corporation or this Agreement. (e) Subject to the provisions of this Agreement and applicable law, a Receiptholder shall be entitled to the rights and privileges attaching to the Subscription Receipts. Either (a) the issue of Convertible Debentures the Underlying Common Shares as provided in Section 3.3, or (b) the payment of the Termination Payment, Subscription Price and the Earned Interest (less applicable withholding taxes, if any, ) as provided in Section 3.5, all in accordance with the terms and conditions herein contained, shall discharge all responsibilities of Zarlink the Corporation and the Subscription Receipt Agent with respect to such Subscription Receipts and neither Zarlink the Corporation nor the Subscription Receipt Agent shall be bound to inquire into the title of a Receiptholder. (f) Without limitation, signatures of Receiptholders must be guaranteed by an authorized officer of a Canadian chartered bank or a major Canadian trust company Schedule 1 Chartered Bank or by a medallion signature guarantee from a member of a recognized medallion signature guarantee program. (g) The Subscription Receipt Agent shall have no duty to determine compliance of the transferor or transferee of Subscription Receipts with applicable securities laws. The Subscription Receipt Agent shall be entitled to assume that all transfers are legal and proper. (h) The Subscription Receipt Certificates shall be substantially in the form set out or referred to in Schedule A with, subject to the provisions of this Agreement, such additions, variations or omissions as may from time to time be agreed upon between the Corporation and the Subscription Receipt Agent, shall be numbered in such manner as the Corporation, with the approval of the Subscription Receipt Agent, may prescribe and shall contain such legends as the Corporation may prescribe. All Subscription Receipt Certificates shall, save as to denomination, be of like tenor and effect. The Subscription Receipt Certificates may be typewritten, photocopied, engraved, printed, lithographed, or partly in one form and partly in another, as the Corporation may determine. The Global Security shall be deemed to bear the following legend: (i) Registration of beneficial interests in and transfers of Subscription Receipts held by CDS shall be made through the Book Entry Only System and no Subscription Receipt Certificate shall be issued in respect of such Subscription Receipts except if required pursuant to the terms of this Agreement. (j) Until the termination of the Book-Entry Only System, owners of the beneficial interests in the Subscription Receipts shall not be entitled to have Subscription Receipts registered in their names, shall not receive or be entitled to receive Subscription Receipt Certificates in definitive form and shall not be considered owners or holders thereof under this Agreement or any supplemental agreement except in circumstances where CDS resigns or is removed from its responsibility and the Subscription Receipt Agent is unable or does not wish to locate a qualified successor. Beneficial interests in Subscription Receipts represented by the Global Security will be represented only through the Book-Entry Only System. Transfers of Subscription Receipts between CDS Participants shall occur in accordance with CDS’s rules and procedures. Neither the Corporation nor the Subscription Receipt Agent shall have any responsibility or liability for any aspects of the records relating to or payments made by CDS, or its nominee, on account of the beneficial interests in the Subscription Receipts. Nothing herein shall prevent the owners of beneficial interests in the Subscription Receipts from voting such Subscription Receipts using duly executed proxies in accordance with CDS’s rules and procedures. (k) All references herein to actions by, notices given or payments made to Receiptholders shall, where Subscription Receipts are held through CDS, refer to actions taken by, or notices given or payments made to, CDS upon instruction from the CDS Participants in accordance with its rules and procedures. For the purposes of any provision hereof requiring or permitting actions with the consent of or at the direction of Receiptholders evidencing a specified percentage of the aggregate Subscription Receipts outstanding, such direction or consent may be given by Receiptholders acting through CDS and the CDS Participants owning Subscription Receipts evidencing the requisite percentage of the Subscription Receipts. The rights of a Receiptholder whose Subscription Receipts are held through CDS shall be exercised only through CDS and the CDS Participants and shall be limited to those established by law and agreements between such Receiptholder and CDS and/or the CDS Participants or upon instructions from the CDS Participants. Each of the Subscription Receipt Agent and the Corporation may deal with CDS for all purposes (including the making of payments) as the authorized representative of the respective Receiptholders and such dealing with CDS shall constitute satisfaction or performance, as applicable, of their respective obligations hereunder. (l) For so long as Subscription Receipts are represented by the Global Security, if any notice or other communication is required to be given to Receiptholders, the Subscription Receipt Agent will give such notices and communications to CDS as well as to Receiptholders whose Subscription Receipts are evidenced by a Subscription Receipt Certificate. (m) If CDS resigns or is removed from its responsibility as depository and the Subscription Receipt Agent is unable or does not wish to locate a qualified successor, the Corporation shall direct CDS to surrender the Global Security to the Subscription Receipt Agent with instructions for registration of Subscription Receipts in the name and in the amount specified by CDS and the Corporation shall issue and the Subscription Receipt Agent shall certify and deliver the aggregate number of Subscription Receipts then outstanding in the form of definitive Subscription Receipt Certificates representing such Subscription Receipts.

Transfer and Registration of Subscription Receipts. (a) The Subscription Receipts may only be transferred on the register kept at the Designated Office of the Subscription Receipt Agent by the holder or its legal representatives or its attorney duly appointed by an instrument in writing. Upon surrender for registration of transfer of Subscription Receipts at the Designated Office of Office, the Subscription Receipt Agent, Zarlink Corporation shall issue and thereupon the Subscription Receipt Agent shall certify and deliver a new Subscription Receipt Certificate of like tenor in the name of the designated transferee. If less than all the Subscription Receipts evidenced by the Subscription Receipt Certificate(s) so surrendered are transferred, the transferor shall be entitled to receive, in the same manner, a new Subscription Receipt Certificate registered in its name evidencing the Subscription Receipts not transferred. However, notwithstanding the foregoing, Subscription Receipts shall only be transferred upon: (i) payment to the Subscription Receipt Agent of a reasonable sum for each new Subscription Receipt Certificate issued upon such transfer, and reimbursement of the Subscription Receipt Agent or Zarlink the Corporation for any and all stamp taxes or governmental or other charges required to be paid in respect of such transfer; (ii) with respect to transfers of Subscription Receipts represented by certificates bearing the legend set out in Section 2.12(c), compliance with such legend, and with the requirements set out in Section 2.12(c) for the removal of such legend, as the case may be; and (iiiii) such reasonable requirements as the Subscription Receipt Agent may prescribe and as may be required pursuant to by the terms of this Agreement, ; and all such transfers shall be duly noted in such register by the Subscription Receipt Agent. (b) Zarlink If the Subscription Receipt Certificate or certificate representing Underlying Common Shares issued pursuant to the Subscription Receipts tendered for transfer bears a United States restrictive legend as set forth in Section 2.12(c) hereof: (i) the transfer restrictions set forth in such legends shall be complied with; and (ii) unless the requirements for removal of such legend has been complied with, the Subscription Receipt Certificate or Underlying Common Shares issued to such transferee shall include the legend set forth in Section 2.12(c), and the requirement of Section 2.12(c) relating to legending Common Shares upon exercise of the Subscription Receipts shall also apply. (c) The Corporation and the Subscription Receipt Agent will deem and treat the registered owner holder of any Subscription Receipt as the beneficial owner thereof for all purposes and neither Zarlink the Corporation nor the Subscription Receipt Agent shall be affected by any notice to the contrary. (cd) The transfer register in respect of Subscription Receipts shall be closed at 5:00 p.m. (Toronto time) at the Designated Office, on the earlier to occur of the Acquisition Transaction Closing Date and the Termination DateDate (subject to settlement). Trades settling after the Acquisition Transaction Closing Date will be completed by the delivery of Convertible DebenturesUnderlying Common Shares. (de) The Subscription Receipt Agent will promptly advise Zarlink the Corporation of any requested transfer of Subscription Receipts. Zarlink The Corporation will be entitled, and may direct the Subscription Receipt Agent, to refuse to recognize any transfer, or enter the name of any transferee transferee, of any Subscription Receipts on the registers referred to in this Article Article, if such transfer would constitute a violation of the applicable securities laws of any jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdiction, or would be contrary to the terms of the constating documents of Zarlink ICA or this Agreement. (ef) Subject to the provisions of this Agreement and applicable law, a Receiptholder shall be entitled to the rights and privileges attaching to the Subscription Receipts. Either (ai) the issue of Convertible Debentures the Underlying Common Shares and the payment of the Dividend Equivalent, if any, less any applicable withholding taxes, as provided in Section 3.33.4, or (bii) the payment of the Termination PaymentSubscription Price, and a pro rata share of the Earned Interest, less any applicable withholding taxes, if anyand a pro rata share of the Deemed Amount, less any applicable withholding taxes, as provided in Section 3.53.8, all in accordance with the terms and conditions herein contained, shall discharge all responsibilities of Zarlink the Corporation and the Subscription Receipt Agent with respect to such Subscription Receipts and neither Zarlink the Corporation nor the Subscription Receipt Agent shall be bound to inquire into the title of a Receiptholder. (fg) Without limitation, after the initial issuance of Subscription Receipts as contemplated herein, if required by the Subscription Receipt Agent, signatures must be guaranteed by an authorized officer of a major Schedule I Canadian chartered bank or a major Canadian trust company or by a medallion signature guarantee from a member of a recognized medallion signature guarantee program. (g) The Subscription Receipt Agent shall have no duty to determine compliance of the transferor or transferee of Subscription Receipts with applicable securities laws.

Transfer and Registration of Subscription Receipts. (a) ‌ The Subscription Receipts may only be transferred on the register kept at the Designated Office of the Subscription Receipt Agent by the holder Receiptholder or its legal representatives or its attorney duly appointed by an instrument in writing. Upon surrender for registration writing in form and execution satisfactory to the Subscription Receipt Agent upon (i) in the case of transfer of a Subscription Receipts Receipt Certificate, surrendering to the Subscription Receipt Agent at the Designated Office of the Subscription Receipt Agent, Zarlink shall issue and thereupon the Subscription Receipt Agent shall certify and deliver a new Subscription Receipt Certificate of like tenor in the name of the designated transferee. If less than all Certificates representing the Subscription Receipts evidenced by to be transferred together with a duly executed transfer form as set forth in Schedule “A” or Schedule “B” attached hereto as the case may be and (ii) in the case of Global Subscription Receipt Certificate(s) so surrendered are transferred, the transferor shall be entitled to receiveReceipts, in accordance with procedures prescribed by CDS under the same manner, a new Subscription Receipt Certificate registered in its name evidencing the Subscription Receipts not transferredBook-Entry Only System. However, notwithstanding the foregoing, Subscription Receipts shall only be transferred upon: (i) upon payment to the Subscription Receipt Agent of a reasonable sum for each new Subscription Receipt Certificate issued upon such transfer, and reimbursement of the Subscription Receipt Agent or Zarlink the Corporation for any and all stamp taxes or governmental or other charges required to be paid in respect of such transfer; and (ii) and such reasonable requirements as the Subscription Receipt Agent may prescribe and as required pursuant to the terms of this Agreement, and with all such transfers shall to be duly noted in such register by the Subscription Receipt Agent. (b) Zarlink . Transfers within the systems of the CDS are not the responsibility of the Subscription Receipt Agent and will not be noted on the register maintained by the Subscription Receipt Agent. The Corporation and the Subscription Receipt Agent will deem and treat the registered owner of any Subscription Receipt as the beneficial owner thereof for all purposes and neither Zarlink the Corporation nor the Subscription Receipt Agent shall be affected by any notice to the contrary. (c) . Subject to the provisions of this Agreement and applicable law, a Receiptholder shall be entitled to the rights and privileges attaching to the Subscription Receipts. Either the issue of the Underlying Securities as provided in Section 3.3, or the payment of the Subscription Price and the Earned Interest as provided in Section 3.5, all in accordance with the terms and conditions herein contained, shall discharge all responsibilities of the Corporation and the Subscription Receipt Agent with respect to such Subscription Receipts and neither the Corporation nor the Subscription Receipt Agent shall be bound to inquire into the title of a Receiptholder. A transfer of Subscription Receipts initiated by a CDS Participant through the Book Entry Only System shall constitute a representation to both the Corporation and the Subscription Receipt Agent that the CDS Participant reasonably believes that the transferee is not in the United States. If the CDS Participant is not able to make or deliver the foregoing representation by initiating the transfer of the Subscription Receipts through the Book Entry Only System, then such Subscription Receipts shall be required to be withdrawn from the Book Entry Only System by the CDS Participant and an individually registered Subscription Receipt Certificate shall be issued by the Subscription Receipt Agent to such beneficial owner or CDS Participant and the procedures set forth in this Section 2.13 shall be followed.‌ The transfer register in respect of Subscription Receipts shall be closed at 5:00 p.m. (Toronto time) at the Designated Office, on the earlier to occur of the Acquisition Closing Escrow Release Date and the Termination Date. Trades settling after the Acquisition Closing Date will be completed by the delivery of Convertible Debentures. (d) The Subscription Receipt Agent will promptly advise Zarlink the Corporation of any requested transfer of Subscription Receipts. Zarlink The Corporation will be entitled, and may direct the Subscription Receipt Agent, to refuse to recognize any transfer, or enter the name of any transferee transferee, of any Subscription Receipts on the registers referred to in this Article Article, if such transfer would constitute a violation of the securities laws of any jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdiction, or would be contrary to the terms of the constating documents of Zarlink the Corporation or this Agreement. (e) Subject to the provisions of this Agreement and applicable law, a Receiptholder shall be entitled to the rights and privileges attaching to the Subscription Receipts. Either (a) the issue of Convertible Debentures as provided in Section 3.3, or (b) the payment of the Termination Payment, less applicable withholding taxes, if any, as provided in Section 3.5, all in accordance with the terms and conditions herein contained, shall discharge all responsibilities of Zarlink and the Subscription Receipt Agent with respect to such Subscription Receipts and neither Zarlink nor the Subscription Receipt Agent shall be bound to inquire into the title of a Receiptholder. (f) Without limitation, signatures of Receiptholders, where so required under this Agreement, must be guaranteed by an authorized officer of a Canadian chartered bank or a major Canadian trust company Schedule I Chartered Bank or by a medallion signature guarantee from a member of a recognized medallion signature guarantee program. (g) . None of the Subscription Receipts or the Underlying Securities issuable pursuant to the Subscription Receipts have been or will be registered under the U.S. Securities Act or under any United States state securities laws. The Subscription Receipt Agent shall have no duty to determine compliance of the transferor or transferee of Subscription Receipts with applicable state securities laws. The Subscription Receipt Agent shall be entitled to assume that all transfers are legal and proper and may request any additional documentation it may require to process such transfer.

Transfer and Registration of Subscription Receipts. (a) The Subscription Receipts may only be transferred on the register kept at the Designated Office of the Subscription Receipt Agent by the holder or its legal representatives or its attorney duly appointed by an instrument in writing: (i) in the case of a Subscription Receipt Certificate, surrendering to the Subscription Receipt Agent at the Designated Office the Subscription Receipt Certificates representing the Subscription Receipts to be transferred; and (ii) in the case of Uncertificated Subscription Receipts, in accordance with procedures prescribed by CDS under the Book-Based System. Upon surrender for registration of transfer of Subscription Receipts at the Designated Office of the Subscription Receipt Agent, Zarlink the Corporation shall issue and thereupon the Subscription Receipt Agent shall certify Authenticate and deliver deliver, in accordance with its Internal Procedures, a new Subscription Receipt Certificate and in the case of Uncertificated Subscription Receipts, the Subscription Receipt Agent will confirm the electronic deposit in accordance with procedures prescribed by CDS in the Book-Based System, in each case of like tenor in the name of the designated transferee. If less than all of the Subscription Receipts evidenced by the Subscription Receipt Certificate(s) so surrendered are transferred, the transferor shall be entitled to receive, in the same manner, a new Subscription Receipt Certificate registered in its name evidencing the Subscription Receipts not transferred. However, notwithstanding the foregoing, Subscription Receipts shall only be transferred upon: (i) payment to the Subscription Receipt Agent of a reasonable sum fee for each new Subscription Receipt Certificate or Uncertificated Subscription Receipt issued upon such transfer, and reimbursement of the Subscription Receipt Agent or Zarlink the Corporation, as applicable, for any and all stamp taxes or governmental or other charges required to be paid in respect of such transfer; (ii) with respect to transfers of Subscription Receipts represented by certificates bearing the legend set out in Section 2.16, compliance with such legend, and with the requirements set out in Section 2.16 for the removal of such legend, as the case may be; and (iiiii) such reasonable requirements as the Subscription Receipt Agent may prescribe and as required pursuant to the terms of this Agreement, prescribe; and all such transfers shall be duly noted in such register by the Subscription Receipt Agent. Upon compliance with such requirements, the Subscription Receipt Agent shall, within five Business Days, where applicable, issue to the transferee a Subscription Receipt Certificate or Uncertificated Subscription Receipt representing the Subscription Receipts transferred. (b) Zarlink If the Subscription Receipt Certificate, Uncertificated Subscription Receipt or certificate representing Underlying Common Shares issued pursuant to the Subscription Receipts tendered for transfer bears a restrictive legend as set forth in Section 2.16 hereof: (i) the transfer restrictions set forth in such legend shall be complied with; and (ii) if required by securities legislation, the Subscription Receipt Certificate or Uncertificated Subscription Receipt issued to such transferee shall include the legend set forth in Section 2.16, and the requirement of Section 2.16 relating to legending Underlying Common Shares upon exercise of the Subscription Receipts shall also apply. (c) The Corporation and the Subscription Receipt Agent will deem and treat the registered owner of any Subscription Receipt as the beneficial owner thereof for all purposes and neither Zarlink the Corporation nor the Subscription Receipt Agent shall be affected by any notice to the contrary. (cd) The transfer register in respect of Subscription Receipts shall be closed at 5:00 p.m. (Toronto time) at the Designated Office, on the earlier to occur of the Acquisition Transaction Closing Date and the Termination DateDate (subject to settlement). Trades settling after the Acquisition Transaction Closing Date will be completed by the delivery of Convertible DebenturesUnderlying Common Shares. (de) The Subscription Receipt Agent will promptly advise Zarlink the Corporation of any requested transfer of Subscription Receipts. Zarlink The Corporation will be entitled, and may direct the Subscription Receipt Agent, to refuse to recognize any transfer, or enter the name of any transferee transferee, of any Subscription Receipts on the registers referred to in this Article 2, if such transfer would constitute a violation of the securities laws of any jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdiction, or would be contrary to the terms of the constating documents of Zarlink or this Agreement. (ef) Subject to the provisions of this Agreement and applicable law, a Receiptholder shall be entitled to the rights and privileges attaching to the Subscription Receipts. Either (a) the issue of Convertible Debentures Underlying Common Shares as provided in Section 3.33.4, or (b) the payment of the Termination PaymentSubscription Price, Earned Interest and Deemed Interest, less applicable withholding taxes, if any, as provided in Section 3.53.6, all in accordance with the terms and conditions herein contained, shall discharge all responsibilities of Zarlink the Corporation and the Subscription Receipt Agent with respect to such Subscription Receipts and neither Zarlink the Corporation nor the Subscription Receipt Agent shall be bound to inquire into the title of a Receiptholder. (f) Without limitation, signatures must be guaranteed by an authorized officer of a Canadian chartered bank or a major Canadian trust company or by a medallion signature guarantee from a member of a recognized medallion signature guarantee program. (g) The Subscription Receipt Agent shall have no duty to determine compliance of the transferor or transferee of Subscription Receipts with applicable securities laws.

Transfer and Registration of Subscription Receipts. (a) The Subscription Receipts may only be transferred on the register kept at the Designated Office of the Subscription Receipt Agent by the holder or its legal representatives or its attorney duly appointed by an instrument in writing. Upon surrender for registration of transfer of Subscription Receipts at the Designated Office of the Subscription Receipt Agent, Zarlink the Corporation shall issue and thereupon the Subscription Receipt Agent shall certify and deliver a new Subscription Receipt Certificate of like tenor in the name of the designated transferee. If less than all the Subscription Receipts evidenced by the Subscription Receipt Certificate(s) so surrendered are transferred, the transferor holder shall be entitled to receive, in the same manner, a new Subscription Receipt Certificate registered in its name name, evidencing the number of Subscription Receipts not so transferred. However, notwithstanding the foregoing, Subscription Receipts shall only be transferred upon: (i) payment to the Subscription Receipt Agent of a reasonable sum for each new Subscription Receipt Certificate issued upon such transfer, and reimbursement of the Subscription Receipt Agent or Zarlink the Corporation for any and all stamp taxes or governmental or other charges required to be paid in respect of such transfer; and (ii) such reasonable requirements as the Subscription Receipt Agent may prescribe and as required pursuant to the terms of this Agreement, and with all such transfers shall to be duly noted in such register by the Subscription Receipt Agent. (b) Zarlink The Corporation and the Subscription Receipt Agent will deem and treat the registered owner of any Subscription Receipt as the beneficial owner thereof for all purposes and neither Zarlink the Corporation nor the Subscription Receipt Agent shall be affected by any notice to the contrary. (c) The transfer register in respect of Subscription Receipts shall be closed at 5:00 p.m. (Toronto time) at the Designated Office, on the earlier to occur of the Acquisition Closing Escrow Release Date and the Termination Date. Trades settling after the Acquisition Closing Date will be completed by the delivery of Convertible Debentures. (d) The Subscription Receipt Agent will promptly advise Zarlink the Corporation of any requested transfer of Subscription Receipts. Zarlink The Corporation will be entitled, and may direct the Subscription Receipt Agent, to refuse to recognize any transfer, or enter the name of any transferee transferee, of any Subscription Receipts on the registers referred to in this Article Article, if such transfer would constitute a violation of the securities laws of any jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdiction, or would be contrary to the terms of the constating documents of Zarlink the Corporation or this Agreement. (e) Subject to the provisions of this Agreement and applicable law, a Receiptholder shall be entitled to the rights and privileges attaching to the Subscription Receipts. Either (a) the issue of Convertible Debentures the Underlying Securities as provided in Section 3.3, or (b) the payment of the Termination Payment, Subscription Price and the Earned Interest (less applicable withholding taxes, if any, ) as provided in Section 3.5, all in accordance with the terms and conditions herein contained, shall discharge all responsibilities of Zarlink the Corporation and the Subscription Receipt Agent with respect to such Subscription Receipts and neither Zarlink the Corporation nor the Subscription Receipt Agent shall be bound to inquire into the title of a Receiptholder. (f) Without limitation, signatures of Receiptholders must be guaranteed by an authorized officer of a Canadian chartered bank or a major Canadian trust company Schedule 1 Chartered Bank or by a medallion signature guarantee from a member of a recognized medallion signature guarantee program. (g) The Subscription Receipt Agent shall have no duty to determine compliance of the transferor or transferee of Subscription Receipts with applicable securities laws. The Subscription Receipt Agent shall be entitled to assume that all transfers are legal and proper.

Transfer and Registration of Subscription Receipts. (a) The Subject to any restrictions on transfer in the Subscription Agreement, the Subscription Receipts may only be transferred on the register kept at the Designated Office of the Subscription Receipt Agent by the holder or its legal representatives or its attorney duly appointed by an instrument in writing. Upon surrender for registration of transfer of Subscription Receipts at the Designated Office of Office, the Subscription Receipt Agent, Zarlink Corporation shall issue and thereupon the Subscription Receipt Agent shall certify and deliver a new Subscription Receipt Certificate of like tenor in the name of the designated transferee. If less than all the Subscription Receipts evidenced by the Subscription Receipt Certificate(s) so surrendered are transferred, the transferor shall be entitled to receive, in the same manner, a new Subscription Receipt Certificate registered in its name evidencing the Subscription Receipts not transferred. However, notwithstanding the foregoing, Subscription Receipts shall only be transferred upon: (i) payment to the Subscription Receipt Agent of a reasonable sum for each new Subscription Receipt Certificate issued upon such transfer, and reimbursement of the Subscription Receipt Agent or Zarlink the Corporation for any and all stamp taxes or governmental or other charges required to be paid in respect of such transfer; (ii) with respect to transfers of Subscription Receipts represented by certificates bearing the legend set out in Section 2.14, compliance with such legend, and with the requirements set out in Section 2.14 for the removal of such legend, as the case may be; and (iiiii) such reasonable requirements as the Subscription Receipt Agent may prescribe and as may be required pursuant to by the terms of this Agreement, ; and all such transfers shall be duly noted in such register by the Subscription Receipt Agent. (b) Zarlink If the Subscription Receipt Certificate or certificate representing Underlying Common Shares issued pursuant to the Subscription Receipts tendered for transfer bears a restrictive legend as set forth in Section 2.14(b) hereof: (i) the transfer restrictions set forth in such legend shall be complied with; and (ii) if required by securities legislation, the Subscription Receipt Certificate issued to such transferee shall include the legend set forth in Section 2.14(b), and the requirement of Section 2.14(b) relating to legending Common Shares upon exercise of the Subscription Receipts shall also apply. (c) The Corporation and the Subscription Receipt Agent will deem and treat the registered owner holder of any Subscription Receipt as the beneficial owner thereof for all purposes and neither Zarlink the Corporation nor the Subscription Receipt Agent shall be affected by any notice to the contrary. (cd) The transfer register in respect of Subscription Receipts shall be closed at 5:00 p.m. (Toronto time) at the Designated Office, on the earlier to occur of the Acquisition Transaction Closing Date and the Termination DateDate (subject to settlement). Trades settling after the Acquisition Transaction Closing Date will be completed by the delivery of Convertible DebenturesUnderlying Common Shares. (de) The Subscription Receipt Agent will promptly advise Zarlink the Corporation of any requested transfer of Subscription Receipts. Zarlink The Corporation will be entitled, and may direct the Subscription Receipt Agent, to refuse to recognize any transfer, or enter the name of any transferee transferee, of any Subscription Receipts on the registers referred to in this Article Article, if such transfer would constitute a violation of the applicable securities laws of any jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdiction, or would be contrary to the terms of the constating documents of Zarlink ICA or this Agreement. (ef) Subject to the provisions of this Agreement and applicable law, a Receiptholder shall be entitled to the rights and privileges attaching to the Subscription Receipts. Either (ai) the issue of Convertible Debentures the Underlying Common Shares and the payment of the Dividend Equivalent, if any, less any applicable withholding taxes, as provided in Section 3.33.4, or (bii) the payment of the Termination PaymentSubscription Price and a pro rata share of the Earned Interest, less any applicable withholding taxes, if any, as provided in Section 3.53.7, all in accordance with the terms and conditions herein contained, shall discharge all responsibilities of Zarlink the Corporation and the Subscription Receipt Agent with respect to such Subscription Receipts and neither Zarlink the Corporation nor the Subscription Receipt Agent shall be bound to inquire into the title of a Receiptholder. (fg) Without limitation, after the initial issuance of Subscription Receipts as contemplated herein, if required by the Subscription Receipt Agent, signatures must be guaranteed by an authorized officer of a major Schedule I Canadian chartered bank or a major Canadian trust company or by a medallion signature guarantee from a member of a recognized medallion signature guarantee program. (g) The Subscription Receipt Agent shall have no duty to determine compliance of the transferor or transferee of Subscription Receipts with applicable securities laws.

Transfer and Registration of Subscription Receipts. (a) The Subscription Receipts may only be transferred on the register kept at the Designated Office of the Subscription Receipt Agent by the holder or its legal representatives or its attorney duly appointed by an instrument in writing. Upon surrender for registration of transfer of Subscription Receipts at the Designated Office of the Subscription Receipt Agent, Zarlink the Company shall issue and thereupon the Subscription Receipt Agent shall certify and deliver a new Subscription Receipt Certificate of like tenor in the name of the designated transferee. If less than all the Subscription Receipts evidenced by the Subscription Receipt Certificate(s) so surrendered are transferred, the transferor shall be entitled to receive, in the same manner, a new Subscription Receipt Certificate registered in its name evidencing the Subscription Receipts not transferred. However, notwithstanding the foregoing, Subscription Receipts shall only be transferred upon: (i) payment to the Subscription Receipt Agent of a reasonable sum for each new Subscription Receipt Certificate issued upon such transfer, and reimbursement of the Subscription Receipt Agent or Zarlink the Company for any and all stamp taxes or governmental or other charges required to be paid in respect of such transfer; (ii) compliance with the legends set out in Section 2.14, and with the requirements set out in Section 2.14 for the removal of such legends, as the case may be; and (iiiii) such reasonable requirements as the Subscription Receipt Agent may prescribe and as may be required pursuant to by the terms of this Agreement, and all such transfers shall be duly noted in such register by the Subscription Receipt Agent. (b) Zarlink The Company and the Subscription Receipt Agent will deem and treat the registered owner of any Subscription Receipt as the beneficial owner thereof for all purposes and neither Zarlink the Company nor the Subscription Receipt Agent shall be affected by any notice to the contrary. (c) The transfer register in respect of Subscription Receipts shall be closed at effective as of the Acquisition Closing Time, or, as the case may be, 5:00 p.m. (Toronto time) on the Termination Date at the Designated Office, on the earlier to occur of the Acquisition Closing Date and the Termination Date. Trades settling after the Acquisition Closing Date will be completed by the delivery of Convertible DebenturesUnderlying Common Shares. (d) The Subscription Receipt Agent will promptly advise Zarlink the Company of any requested transfer of Subscription Receipts. Zarlink The Company will be entitled, and may direct direct, the Subscription Receipt Agent, to refuse to recognize any transfer, or enter the name of any transferee transferee, of any Subscription Receipts on the registers referred to in this Article 2, if the Company determines, acting reasonably, such transfer would constitute a violation of the securities laws of any jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdiction, or would be contrary to the terms of the constating documents of Zarlink or this Agreement. (e) Subject to the provisions of this Agreement and applicable lawlaw (including Applicable Securities Laws), a Receiptholder Receiptholders shall be entitled to the rights and privileges attaching to the Subscription Receipts. Either (ai) the issue of Convertible Debentures Underlying Common Shares by the Company and the payment by the Subscription Receipt Agent and the U.S. Escrow Agent, as applicable, of the applicable Special Payment, if any, each less applicable withholding taxes, if any, as provided in Section 3.3, 3.2 or (bii)(A) in the case of a Canadian or non-U.S. resident Receiptholder, the reimbursement of the Canadian Proceeds and the payment of the Termination PaymentCanadian Earned Interest by the Subscription Receipt Agent, less applicable withholding taxes, if any, as provided in Section 3.5 or (B) in the case of a U.S. resident Receiptholder, the reimbursement of the U.S. Proceeds and the payment of the U.S. Earned Interest by the U.S. Escrow Agent, less applicable withholding taxes, if any, as provided in Section 3.5, all in accordance with the terms and conditions herein contained, shall discharge all responsibilities of Zarlink and the Company, the Subscription Receipt Agent and the U.S. Escrow Agent with respect to such Subscription Receipts Receipts, and neither Zarlink nor none of the Company, the Subscription Receipt Agent or the U.S. Escrow Agent shall be bound to inquire into the title of a Receiptholder. (f) Without limitation, signatures must be guaranteed by an authorized officer of a Canadian chartered bank or a major Canadian trust company or by a medallion signature guarantee from a member of a recognized medallion signature guarantee program. (g) The Subscription Receipt Agent shall have no duty to determine compliance of the transferor or transferee of Subscription Receipts with applicable securities laws.

Transfer and Registration of Subscription Receipts. (a) The Subject to any restrictions on transfer in the Subscription Agreements and any restrictions under applicable securities laws, the Subscription Receipts may only be transferred on the register kept at the Designated Office of the Subscription Receipt Agent by the holder or its legal representatives or its attorney duly appointed by an instrument in writing. Upon surrender for registration of transfer of Subscription Receipts at the Designated Office of Office, and compliance with applicable transfer restrictions, the Subscription Receipt Agent, Zarlink Corporation shall issue and thereupon the Subscription Receipt Agent shall certify and deliver a new Subscription Receipt Certificate of like tenor in the name of the designated transferee. If less than all the Subscription Receipts evidenced by the Subscription Receipt Certificate(s) so surrendered are transferred, the transferor shall be entitled to receive, in the same manner, a new Subscription Receipt Certificate registered in its name evidencing the Subscription Receipts not transferred. However, notwithstanding the foregoing, Subscription Receipts shall only be transferred upon: (i) receipt of the Subscription Receipt Certificate, a duly completed form of transfer and payment to the Subscription Receipt Agent Corporation of a reasonable sum fee for each new Subscription Receipt Certificate issued upon such transfer, and reimbursement of the Subscription Receipt Agent or Zarlink Corporation for any and all stamp taxes or governmental or other charges required to be paid in respect of such transfer; and (ii) such other reasonable requirements as the Subscription Receipt Agent Corporation may prescribe and as required pursuant to the terms of this Agreement, prescribe; and all such transfers shall be duly noted in such register by the Subscription Receipt AgentCorporation. (b) Zarlink Until such time as the same is no longer required under applicable requirements of Canadian securities laws, each Subscription Receipt Certificate representing Subscription Receipts and all certificates representing Underlying Common Shares (and each Subscription Receipt Certificate or Common Share certificate issued in exchange therefor or in substitution or transfer thereof) shall bear the following legend: (c) In addition, if the Subscription Receipt Agent Certificate or certificate representing Underlying Common Shares issued pursuant to the Subscription Receipts tendered for transfer bears a United States restrictive legend as set forth in Section 2.14(c) hereof: (i) the transfer restrictions set forth in such legends shall be complied with; and (ii) unless the requirements for removal of such legend has been complied with, the Subscription Receipt Certificate or Underlying Common Shares issued to such transferee shall include the legend set forth in Section 2.14(c), and the requirement of Section 2.14(c) relating to legending Common Shares upon exercise of the Subscription Receipts shall also apply. (d) The Corporation will deem and treat the registered owner of any Subscription Receipt as the beneficial owner thereof for all purposes purposes, and neither Zarlink nor the Subscription Receipt Agent Corporation shall not be affected by any notice to the contrary. (ce) The transfer register in respect of Subscription Receipts shall be closed at 5:00 p.m. (Toronto time) at the Designated Office, Office on the earlier to occur of the Acquisition Closing Date Issue Time and 5:00 p.m. (Toronto time) on the Termination Date. Trades settling after the Acquisition Closing Date will be completed by the delivery of Convertible Debentures(subject to settlement). (df) The Subscription Receipt Agent will promptly advise Zarlink of any requested transfer of Subscription Receipts. Zarlink Corporation will be entitled, and may direct the Subscription Receipt Agent, entitled to refuse to recognize any transfer, or enter the name of any transferee transferee, of any Subscription Receipts on the registers referred to in this Article Article, if such transfer would constitute a violation of the securities laws of any jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdiction, or would be contrary to the terms of the constating documents of Zarlink or this Agreement. (eg) Subject to the provisions of this Agreement and applicable law, a Receiptholder shall be entitled to the rights and privileges attaching to the Subscription Receipts. Either (ai) the issue of Convertible Debentures the Underlying Common Shares, together with an amount equal to the Dividend Equivalent, if any, less any applicable withholding taxes, as provided in Section 3.3, or (bii) the payment of the Termination PaymentSubscription Price and Earned Interest, less applicable withholding taxes, if any, as provided in Section 3.5, all in accordance with the terms and conditions herein contained, shall discharge all responsibilities of Zarlink and the Subscription Receipt Agent Corporation with respect to such Subscription Receipts Receipts, and neither Zarlink nor the Subscription Receipt Agent Corporation shall not be bound to inquire into the title of a Receiptholder. (f) Without limitation, signatures must be guaranteed by an authorized officer of a Canadian chartered bank or a major Canadian trust company or by a medallion signature guarantee from a member of a recognized medallion signature guarantee program. (g) The Subscription Receipt Agent shall have no duty to determine compliance of the transferor or transferee of Subscription Receipts with applicable securities laws.

Transfer and Registration of Subscription Receipts. (a) The Subscription Receipts may only be transferred on the register kept at the Designated Office of the Subscription Receipt Agent by the holder or its legal representatives or its attorney duly appointed by an instrument in writing. Upon surrender for registration of transfer of Subscription Receipts at the Designated Office of the Subscription Receipt Agent, Zarlink the Company shall issue and thereupon the Subscription Receipt Agent shall certify and deliver a new Subscription Receipt Certificate of like tenor in the name of the designated transferee. If less than all the Subscription Receipts evidenced by the Subscription Receipt Certificate(s) so surrendered are transferred, the transferor shall be entitled to receive, in the same manner, a new Subscription Receipt Certificate registered in its name evidencing the Subscription Receipts not transferred. However, notwithstanding the foregoing, Subscription Receipts shall only be transferred upon: (i) payment to the Subscription Receipt Agent of a reasonable sum for each new Subscription Receipt Certificate issued upon such transfer, and reimbursement of the Subscription Receipt Agent or Zarlink the Company for any and all stamp taxes or governmental or other charges required to be paid in respect of such transfer; (ii) compliance with the legend set out in Section 2.12, and with the requirements set out in Section 2.12 for the removal of such legend, as the case may be; and (iiiii) such reasonable requirements as the Subscription Receipt Agent may prescribe and as may be required pursuant to by the terms of this Agreement, and all such transfers shall be duly noted in such register by the Subscription Receipt Agent. (b) Zarlink The Company and the Subscription Receipt Agent will deem and treat the registered owner of any Subscription Receipt as the beneficial owner thereof for all purposes and neither Zarlink the Company nor the Subscription Receipt Agent shall be affected by any notice to the contrary. (c) The transfer register in respect of Subscription Receipts shall be closed at 5:00 p.m. (Toronto time) at the Designated Office, on the earlier to occur of the Acquisition Closing Date and the Termination Exchange Date. Trades settling after the Acquisition Closing Exchange Date will be completed by the delivery of Convertible DebenturesUnits. (d) The Subscription Receipt Agent will promptly advise Zarlink the Company of any requested transfer of Subscription Receipts. Zarlink The Company will be entitled, and may direct the Subscription Receipt Agent, to refuse to recognize any transfer, or enter the name of any transferee transferee, of any Subscription Receipts on the registers referred to in this Article Article, if such transfer would constitute a violation of the securities laws of any jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdiction, or would be contrary to the terms of the constating documents of Zarlink or this Agreement. (e) Subject to the provisions of this Agreement and applicable law, a Receiptholder shall be entitled to the rights and privileges attaching to the Subscription Receipts. Either (a) the The issue of Convertible Debentures as provided in Section 3.3, or (b) the payment of Underlying Common Shares and Warrants comprising the Termination Payment, less applicable withholding taxes, if any, as provided in Section 3.5, all Units in accordance with the terms and conditions herein contained, contained shall discharge all responsibilities of Zarlink the Company and the Subscription Receipt Agent with respect to such Subscription Receipts Receipts, and neither Zarlink the Company nor the Subscription Receipt Agent shall be bound to inquire into the title of a Receiptholder. (f) Without limitation, signatures must be guaranteed by an authorized officer of a Canadian chartered bank or a major Canadian trust company or by a medallion signature guarantee from a member of a recognized medallion signature guarantee program. (g) The Subscription Receipt Agent shall have no duty to determine compliance of the transferor or transferee of Subscription Receipts with applicable securities laws.

Transfer and Registration of Subscription Receipts. (a) The Subscription Receipts may only be transferred on the register kept at the Designated Office of the Subscription Receipt Agent by the holder or its legal representatives or its attorney duly appointed by an instrument in writing. Upon surrender for registration of transfer of Subscription Receipts at the Designated Office of the Subscription Receipt Agent, Zarlink the Trust shall issue and thereupon the Subscription Receipt Agent shall certify and deliver a new Subscription Receipt Certificate of like tenor in the name of the designated transferee. If less than all the Subscription Receipts evidenced by the Subscription Receipt Certificate(s) so surrendered are transferred, the transferor shall be entitled to receive, in the same manner, a new Subscription Receipt Certificate registered in its name evidencing the Subscription Receipts not transferred. However, notwithstanding the foregoing, Subscription Receipts shall only be transferred upon: (i) payment to the Subscription Receipt Agent of a reasonable sum for each new Subscription Receipt Certificate issued upon such transfer, and reimbursement of the Subscription Receipt Agent or Zarlink the Trust, as applicable, for any and all stamp taxes or governmental or other charges required to be paid in respect of such transfer; and (ii) such reasonable requirements as the Subscription Receipt Agent may prescribe and as required pursuant to the terms of this Agreement, prescribe; and all such transfers shall be duly noted in such register by the Subscription Receipt Agent. and all such transfers shall be duly noted in such registered by the Subscription Receipt Agent. (b) Zarlink The Trust and the Subscription Receipt Agent will deem and treat the registered owner of any Subscription Receipt as the beneficial owner thereof for all purposes and neither Zarlink the Trust nor the Subscription Receipt Agent shall be affected by any notice to the contrary. (c) The transfer register in respect of Subscription Receipts shall be closed at 5:00 p.m. (Toronto time) at the Designated Office, on the earlier to occur of the Acquisition Closing Date and the Termination DateDate (subject to settlement). Trades settling after the Acquisition Closing Date will be completed by the delivery of Convertible DebenturesUnderlying Units. (d) The Subscription Receipt Agent will promptly advise Zarlink the Trust of any requested transfer of Subscription Receipts. Zarlink The Trust will be entitled, and may direct the Subscription Receipt Agent, to refuse to recognize any transfer, or enter the name of any transferee transferee, of any Subscription Receipts on the registers referred to in this Article Article, if such transfer would constitute a violation of the securities laws of any jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdiction, or would be contrary to the terms of the constating documents of Zarlink or this Agreement. (e) Subject to the provisions of this Agreement and applicable law, a Receiptholder shall be entitled to the rights and privileges attaching to the Subscription Receipts. Either (a) the issue of Convertible Debentures Underlying Units, as provided in Section 3.33.4, or (b) the payment of the Termination PaymentSubscription Price and Earned Interest, less applicable withholding taxes, if any, as provided in Section 3.53.6, all in accordance with the terms and conditions herein contained, shall discharge all responsibilities of Zarlink the Trust and the Subscription Receipt Agent with respect to such Subscription Receipts and neither Zarlink the Trust nor the Subscription Receipt Agent shall be bound to inquire into the title of a Receiptholder. (f) Without limitation, signatures must be guaranteed by an authorized officer of a Canadian chartered bank or a major Canadian trust company or by a medallion signature guarantee from a member of a recognized medallion signature guarantee program. (g) The Subscription Receipt Agent shall have no duty to determine compliance of the transferor or transferee of Subscription Receipts with applicable securities laws.

Transfer and Registration of Subscription Receipts. ‌ (a) The Subscription Receipts may only be transferred on the register kept at the Designated Office of the Subscription Receipt Agent by the holder Receiptholder or its legal representatives or its attorney duly appointed by an instrument in writing. Upon Subject to Subsection 2.13(i), upon surrender for registration of transfer of Subscription Receipts at the Designated Office of Office, the Subscription Receipt Agent, Zarlink Corporation shall issue and thereupon the Subscription Receipt Agent shall certify Certify and deliver a new Subscription Receipt Certificate of like tenor in the name of the designated transferee. If less than all the Subscription Receipts evidenced by the Subscription Receipt Certificate(s) so surrendered are transferred, the transferor holder shall be entitled to receive, in the same manner, a new Subscription Receipt Certificate registered in its name name, evidencing the number of Subscription Receipts not so transferred. However, notwithstanding the foregoing, Subscription Receipts shall only be transferred upon:upon:‌ (i) payment to the Subscription Receipt Agent of a reasonable sum for each new Subscription Receipt Certificate issued upon such transfer, and reimbursement of the Subscription Receipt Agent or Zarlink the Corporation for any and all stamp taxes or governmental or other charges required to be paid in respect of such transfer; and (ii) such reasonable requirements as the Subscription Receipt Agent may prescribe and as required pursuant to the terms of this Agreement, and with all such transfers shall to be duly noted in such register by the Subscription Receipt Agent. (b) Zarlink The Corporation and the Subscription Receipt Agent will deem and treat the registered owner of any Subscription Receipt as the beneficial owner thereof for all purposes and neither Zarlink the Corporation nor the Subscription Receipt Agent shall be affected by any notice to the contrary. (c) A transfer of Subscription Receipts initiated by a CDS Participant through the Book-Entry Only System shall constitute a representation to both the Corporation and the Subscription Receipt Agent that the CDS Participant reasonably believes that the transferee (i) is not in the United States; (ii) is not a U.S. Person and is not acquiring such Subscription Receipts on behalf of a U.S. Person or a person in the United States; and (iii) has, in all other respects, complied with the terms of Regulation S under the U.S. Securities Act in connection with such transfer. If the CDS Participant is not able to make or deliver the foregoing representation by initiating the transfer of the Subscription Receipts through the Book-Entry Only System, then such Subscription Receipts shall be required to be withdrawn from the Book-Entry Only System by the CDS Participant and an individually registered Subscription Receipt Certificate shall be issued by the Subscription Receipt Agent to such beneficial owner or CDS Participant and the procedures set forth in Subsection 2.13(a) shall be followed.‌ (d) The transfer register in respect of Subscription Receipts shall be closed at 5:00 p.m. (Toronto time) at the Designated Office, on the earlier to occur of (i) the Acquisition Closing Escrow Release Date and (ii) the Termination Date. Trades settling after the Acquisition Closing Date will be completed by the delivery of Convertible Debentures. (de) The Subscription Receipt Agent will promptly advise Zarlink the Corporation of any requested transfer of Subscription Receipts. Zarlink The Corporation will be entitled, and may direct the Subscription Receipt Agent, to refuse to recognize any transfer, or enter the name of any transferee transferee, of any Subscription Receipts on the registers referred to in this Article 2, if such transfer would constitute a violation of the securities laws of any jurisdiction or the rulesApplicable Securities Laws, regulations or policies of any regulatory authority having jurisdiction, or would be contrary to the terms of the constating documents of Zarlink the Corporation or this Agreement. (ef) Subject to the provisions of this Agreement and applicable law, a Receiptholder shall be entitled to the rights and privileges attaching to the Subscription Receipts. Either (a) the issue of Convertible Debentures the Underlying Securities as provided in Section 3.33.3 hereof, or (b) the payment of the Termination Payment, Subscription Price and the Earned Interest (less applicable withholding taxes, if any, ) as provided in Section 3.53.5 hereof, all in accordance with the terms and conditions herein contained, shall discharge all responsibilities of Zarlink the Corporation and the Subscription Receipt Agent with respect to such Subscription Receipts and neither Zarlink the Corporation nor the Subscription Receipt Agent shall be bound to inquire into the title of a Receiptholder. (fg) Without limitation, for any request to transfer certificated Subscription Receipts, signatures of Receiptholders must be guaranteed by an authorized officer of a Canadian chartered bank or a major Canadian trust company or by a medallion signature guarantee from a member of a recognized medallion signature guarantee program. (gh) The Subscription Receipt Agent shall have no duty to determine compliance of the transferor or transferee of Subscription Receipts with Applicable Securities Laws. The Subscription Receipt Agent shall be entitled to assume that all transfers are legal and proper. (i) None of the Subscription Receipts, nor the Underlying Securities issuable pursuant to the Subscription Receipts have been or will be registered under the U.S. Securities Act or under any United States state securities laws. A Receiptholder may only offer, sell, pledge or otherwise transfer such securities, with the prior written consent of the Corporation, (i) pursuant to an effective registration statement under the U.S. Securities Act, (ii) in accordance with the provisions of Regulation S under the U.S. Securities Act or (iii) pursuant to an available exemption from the registration requirements under the U.S. Securities Act and all applicable state securities laws, provided an opinion of counsel of recognized standing or such other evidence in form and substance reasonably satisfactory to the Corporation is provided to the Corporation stating that such transaction is exempt from registration under the U.S. Securities Act and applicable state securities laws. (j) Subject to applicable law, neither the Corporation nor the Subscription Receipt Agent will be bound to take notice of or see to the execution of any trust, whether express, implied or constructive, in respect of any Subscription Receipt.