Common use of United States Legends Clause in Contracts

United States Legends. In addition to the legend set forth in Section 2.3(c), certificates representing Subscription Receipts originally issued to U.S. Purchasers pursuant to Section 4(a)(2) of the U.S. Securities Act, as well as all certificates issued in exchange for or in substitution of such certificates representing such Subscription Receipts, shall bear the following additional legend: "THE OFFER AND SALE OF SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON CONVERSION THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT") OR ANY STATE SECURITIES LAWS, AND THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON CONVERSION THEREOF MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, OR (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, OR (D) IN COMPLIANCE WITH AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT, INCLUDING RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND, IN EACH CASE, 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 (D), THE CORPORATION WILL REQUIRE A LEGAL OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE CORPORATION 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."

United States Legends. In addition to the legend set forth in Section 2.3(c), certificates representing Subscription Receipts originally issued to a U.S. Purchasers pursuant to Section 4(a)(2) of the U.S. Securities ActSubscription Receiptholder, as well as all certificates issued in exchange for or in substitution of such certificates representing such Subscription Receipts, shall bear the following additional legend: "“THE OFFER AND SALE OF SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE DELIVERABLE UPON CONVERSION THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "“U.S. SECURITIES ACT"”) OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, AND BY PURCHASING OR OTHERWISE HOLDING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON CONVERSION THEREOF MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION, OR (B) OUTSIDE THE UNITED STATES IN COMPLIANCE ACCORDANCE 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 WITHIN THE U.S. SECURITIES ACT AND IS AVAILABLE FOR RESALE OF THE SECURITIES, OR UNITED STATES IN ACCORDANCE WITH (D1) IN COMPLIANCE WITH AN EXEMPTION FROM REGISTRATION RULE 144A UNDER THE U.S. SECURITIES ACT, INCLUDING IF AVAILABLE, OR (2) RULE 144 OR RULE 144A THEREUNDERUNDER THE U.S. SECURITIES ACT, IF AVAILABLE, 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. LAWS OF THE UNITED STATES, AFTER THE HOLDER FURTHER UNDERSTANDS AND AGREES THAT HAS, IN THE EVENT CASE OF A TRANSFER PURSUANT (C)(2) OR (D) ABOVE, FURNISHED TO THE FOREGOING CLAUSE (D), THE CORPORATION WILL REQUIRE A LEGAL AN OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE CORPORATION 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 CANADACORPORATION."”

United States Legends. In addition (a) The Subscription Receipts, the Underlying Shares and Warrants issuable pursuant to the legend set forth in Section 2.3(c), certificates representing Subscription Receipts originally issued to U.S. Purchasers pursuant to Section 4(a)(2) and the Warrant Shares issuable upon exercise of the Warrants have not been and will not be registered under the U.S. Securities ActAct or under applicable state securities laws; (b) Each Subscription Receipt Certificate issued to a U.S. Purchaser that is an Accredited Investor, as well as all certificates and each Subscription Receipt Certificate issued in exchange for or therefor in substitution of such certificates representing such Subscription Receiptsor transfer thereof, for so long as required by the U.S. Securities Act or applicable state securities laws, shall bear the following additional legend: "“THE OFFER AND SALE OF SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON CONVERSION THEREOF 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 THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON CONVERSION THEREOF EXERCISE HEREOF MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, OR (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF TO A PERSON WHO IS NOT A “U.S. PERSON” (AS DEFINED BY 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, OR (DACT) IN COMPLIANCE ACCORDANCE WITH AN APPLICABLE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT, INCLUDING RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND, IN EACH CASE, 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 (D), THE CORPORATION WILL REQUIRE A LEGAL OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE CORPORATION 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.” (c) The parties, other than the Subscription Receipt Agent, hereby acknowledge and agree and wish to inform the Subscription Receipt Agent that the Subscription Receipts originally sold to Qualified Institutional Buyers that are in the United States or that are U.S. Persons pursuant to Section 4(a)(2) of the U.S. Securities Act, the Underlying Shares, the Warrants, and the Warrant Shares, have not been and will not be registered under the U.S. Securities Act or any applicable state securities laws, and the Subscription Receipts are, and the Underlying Shares, the Warrants and the Warrant Shares will be, "restricted securities" within the meaning of Rule 144(a)(3) under the U.S. Securities Act, and that each such purchaser was or will be required to execute a form of Qualified Institutional Buyer Investment Letter (in the form attached as Annex 2 to Schedule D to the subscription agreement of the U.S. Purchaser) in which it agrees on its own behalf and on behalf of any investor account for which it is purchasing the Subscription Receipts and in order to induce the Corporation to issue the Subscription Receipts and any Underlying Shares, Warrants and Warrant Shares without a U.S. restrictive legend: (i) that the Subscription Receipts and any Underlying Shares, Warrants and Warrant Shares may not be re-offered, resold, pledged or otherwise transferred, directly or indirectly, except (A) to the Corporation, or (B) outside the United States to a person who is not a U.S. Person and in compliance with Rule 904 of Regulation S under the U.S. Securities Act, and in compliance with any applicable local laws and regulations; (ii) that for so long as the Subscription Receipts and Underlying Shares, Warrants and Warrant Shares constitute “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act, it will not deposit any of the Subscription Receipts or the Underlying Shares, Warrants and Warrant Shares in the facilities of The Depository Trust Company, or a successor depository within the United States, or arrange for the registration of any of the Subscription Receipts or the Underlying Shares, Warrants or Warrant Shares with Cede & Co. or any successor thereto; and (iii) that the Qualified Institutional Buyer will cause any CDS participant holding the Subscription Receipts and/or Underlying Shares, Warrants or Warrant Shares on its behalf, and any beneficial purchaser of the Subscription Receipts and/or Underlying Shares, Warrants or Warrant Shares, to comply with the foregoing restrictions.

United States Legends. In addition to the legend set forth in Section 2.3(c), certificates representing each Subscription Receipts originally Receipt Certificate issued to a U.S. Purchasers pursuant to Section 4(a)(2) of Purchaser, and each Subscription Receipt Certificate issued in exchange therefor or in substitution thereof, for so long as required by the U.S. Securities Act, as well as all certificates issued in exchange for Act or in substitution of such certificates representing such Subscription Receiptsapplicable state securities laws, shall bear the following additional legend: "“THE OFFER AND SALE OF SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON CONVERSION THEREOF ON 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 THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING OR OTHERWISE HOLDING SUCH SECURITIES, AGREES FOR THE BENEFIT OF HELLO PAL INTERNATIONAL INC. (THE “CORPORATION”) THAT SUCH SECURITIES LAWS, AND THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON CONVERSION THEREOF MAY BE OFFERED, SOLD, PLEDGED PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION, OR (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT ACT, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, IF AVAILABLE, (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, OR (D) IN COMPLIANCE WITH AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT, INCLUDING ACT PROVIDED BY (I) RULE 144 THEREUNDER, IF AVAILABLE, OR (2) RULE 144A THEREUNDER, IF AVAILABLE, AND, IN EACH CASE, IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS. THE HOLDER FURTHER UNDERSTANDS LAWS AND AGREES THAT IN THE EVENT CASE OF A TRANSFER PURSUANT PARAGRAPH (C)(1) AND (D) ABOVE, IF REQUIRED OR OTHERWISE REQUESTED BY THE CORPORATION, THE SELLER FURNISHES TO THE FOREGOING CLAUSE (D), THE CORPORATION WILL REQUIRE A LEGAL AND COMPUTERSHARE TRUST COMPANY OF CANADA AN OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION AND 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 TRANSACTION ON STOCK EXCHANGES IN CANADA."” The Subscription Receipts, the Underlying Shares and Underlying Warrants issuable pursuant to the Subscription Receipts and the Underlying Warrant Shares issuable upon exercise of the Underlying Warrants have not been and will not be registered under the U.S. Securities Act or under applicable state securities laws.

United States Legends. In addition (a) The Subscription Receipts, the Underlying Shares and Warrants issuable pursuant to the legend set forth in Section 2.3(c), certificates representing Subscription Receipts originally issued to U.S. Purchasers pursuant to Section 4(a)(2) and the Warrant Shares issuable upon exercise of the Warrants have not been and will not be registered under the U.S. Securities ActAct or under applicable state securities laws. (b) Each Subscription Receipt Certificate issued to a U.S. Purchaser that is an Accredited Investor, as well as all certificates and each Subscription Receipt Certificate issued in exchange for therefor or in substitution of such certificates representing such Subscription Receiptsor transfer thereof, for so long as required by the U.S. Securities Act or applicable state securities laws, shall bear the following additional legend: "“THE OFFER AND SALE OF SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON CONVERSION THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT") OR UNDER ANY STATE SECURITIES LAWS, AND THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON CONVERSION THEREOF MAY BE OFFERED, SOLD, PLEDGED SOLD OR OTHERWISE TRANSFERRED TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION, OR (B) OUTSIDE THE UNITED STATES IN COMPLIANCE ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO A AN EXEMPTION FROM REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) RULE 144 OR (ii) RULE144A UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, AND IS AVAILABLE FOR RESALE OF THE SECURITIESIN COMPLIANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, OR (D) IN COMPLIANCE WITH AN ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT, INCLUDING RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND, IN EACH CASE, IN COMPLIANCE WITH ANY ACT AND APPLICABLE STATE SECURITIES LAWS. THE HOLDER FURTHER UNDERSTANDS AND AGREES , PROVIDED THAT IN THE EVENT CASE OF A TRANSFER TRANSFERS PURSUANT TO THE FOREGOING CLAUSE (C)(i) OR (D)) ABOVE, THE CORPORATION WILL REQUIRE A LEGAL OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE EVIDENCE, REASONABLY SATISFACTORY TO THE CORPORATION, MUST FIRST BE PROVIDED TO THE CORPORATION AND THE CORPORATION'S TRANSFER AGENT 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.” (c) The parties hereby acknowledge and agree that the Subscription Receipts originally sold to Qualified Institutional Buyers that are in the United States or that are U.S. Persons pursuant to Section 4(a)(2) and/or Regulation D of the U.S. Securities Act, the Underlying Shares, the Warrants, and the Warrant Shares, have not been and will not be registered under the U.S. Securities Act or any applicable state securities laws, and the Subscription Receipts are, and the Underlying Shares, the Warrants and the Warrant Shares will be, "restricted securities" within the meaning of Rule 144(a)(3) under the U.S. Securities Act, and that each such purchaser was or will be required to execute a form of Qualified Institutional Buyer Investment Letter (in the form attached as Schedule “B” to the subscription agreement of the Qualified Institutional Buyer) in which it agrees on its own behalf and on behalf of any investor account for which it is purchasing the Subscription Receipts and in order to induce the Corporation to issue the Subscription Receipts and any Underlying Shares, Warrants and Warrant Shares without a U.S. restrictive legend: (i) that the Subscription Receipts and any Underlying Shares, Warrants and Warrant Shares may not be re-offered, resold, pledged or otherwise transferred, directly or indirectly, except (A) to the Corporation, or

United States Legends. In addition (a) The Subscription Receipts, the Underlying Shares and Warrants issuable pursuant to the legend set forth in Section 2.3(c), certificates representing Subscription Receipts originally issued to U.S. Purchasers pursuant to Section 4(a)(2) and the Warrant Shares issuable upon exercise of the Warrants have not been and will not be registered under the U.S. Securities ActAct or under applicable state securities laws; (b) Each Subscription Receipt Certificate issued to a U.S. Purchaser, as well as all certificates and each Subscription Receipt Certificate issued in exchange for or therefor in substitution of such certificates representing such Subscription Receiptsor transfer thereof, for so long as required by the U.S. Securities Act or applicable state securities laws, shall bear the following additional legend: "THE OFFER AND SALE OF SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON CONVERSION THEREOF 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 THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON CONVERSION THEREOF EXERCISE HEREOF MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, OR (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF TO A PERSON WHO IS NOT A "U.S. PERSON" (AS DEFINED BY 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, OR (DACT) IN COMPLIANCE ACCORDANCE WITH AN APPLICABLE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT, INCLUDING RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND, IN EACH CASE, 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 (D), THE CORPORATION WILL REQUIRE A LEGAL OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE CORPORATION 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."

United States Legends. In addition to the legend set forth in Section 2.3(c), certificates representing (a) The Subscription Receipts originally issued to U.S. Purchasers pursuant to Section 4(a)(2) and the Subscription Shares and the Warrants issuable upon conversion of the Subscription Receipts have not been and will not be registered under the U.S. Securities ActAct or under applicable state securities laws; (b) Each Subscription Receipt Certificate issued to a U.S. Purchaser, as well as all certificates and each U.S. Subscription Receipt Certificate issued in exchange for or therefor in substitution of such certificates representing such Subscription Receiptsor transfer thereof, for so long as required by the U.S. Securities Act or applicable state securities laws, shall bear the following additional legend: "“THE OFFER AND SALE OF SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON ON CONVERSION THEREOF 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 UNDER ANY STATE SECURITIES LAWS, AND THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON CONVERSION THEREOF MAY BE OFFERED, SOLD, PLEDGED SOLD OR OTHERWISE TRANSFERRED TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION, OR (B) OUTSIDE THE UNITED STATES IN COMPLIANCE ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE U.S. SECURITIES ACT AND IS AVAILABLE FOR RESALE OF THE SECURITIES, OR (D) IN COMPLIANCE WITH AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACTACT PROVIDED BY (i) SECTION 4(a)(7) THEREOF, INCLUDING (ii) RULE 144 OR RULE 144A (iii) RULE144A THEREUNDER, IF AVAILABLE, AND, IN EACH CASE, AND IN COMPLIANCE WITH ANY APPLICABLE U.S. STATE SECURITIES LAWS, (D) IN COMPLIANCE WITH ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. , OR (E) UNDER AN EFFECTIVE REGISTRATION STATEMENT UNDER THE HOLDER FURTHER UNDERSTANDS AND AGREES U.S. SECURITIES ACT, PROVIDED THAT IN THE EVENT CASE OF A TRANSFER TRANSFERS PURSUANT TO THE FOREGOING CLAUSE (B), (C), (D) OR (E), THE CORPORATION WILL REQUIRE ABOVE, A LEGAL OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE EVIDENCE, REASONABLY SATISFACTORY TO THE CORPORATION, MUST FIRST BE PROVIDED TO THE CORPORATION AND THE CORPORATION’S SUBSCRIPTION RECEIPT AGENT TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION, OR IS THE SUBJECT OF AN EFFECTIVE REGISTRATION STATEMENT, UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE '“GOOD DELIVERY' ” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA."” Provided further, that in the event the Subscription Receipt Certificate is transferred under clause 2.3(4)(b)(B) above at a time when the Corporation is still a “Foreign Issuer”, as defined in Regulation S under the 1933 Act, the transfer may be effected by providing a declaration to the Corporation and the Subscription Receipt Agent in the form (as may be amended from time to time in order to comply with changes in legal requirements) set forth in “Schedule D” hereof.

United States Legends. In addition (a) The Subscription Receipts, the Convertible Debentures and the Underlying Shares issuable pursuant to the legend set forth in Section 2.3(c), certificates representing Subscription Receipts originally issued to U.S. Purchasers pursuant to Section 4(a)(2) of have not been and will not be registered under the U.S. Securities Act, as well as all certificates Act or under applicable state securities laws; (b) Each Subscription Receipt Certificate issued to a U.S. Purchaser and each Subscription Receipt Certificate issued in exchange for or therefor in substitution of such certificates representing such Subscription Receiptsor transfer thereof, for so long as required by the U.S. Securities Act or applicable state securities laws, shall bear the following additional legend: "“THE OFFER AND SALE OF SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON CONVERSION THEREOF 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. THE HOLDER HEREOF, AND BY PURCHASING THESE SECURITIES, AGREES FOR THE BENEFIT OF FIRE & FLOWER HOLDINGS CORP. (THE “CORPORATION”) THAT THESE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON CONVERSION THEREOF MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION, OR (B) OUTSIDE THE UNITED STATES IN COMPLIANCE ACCORDANCE WITH RULE 904 OF REGULATION S (“REGULATION S”) UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE IN ACCORDANCE WITH (1) RULE 144A UNDER THE U.S. SECURITIES ACT ACT, IF AVAILABLE, OR (2) RULE 144 UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, AND IS AVAILABLE FOR RESALE OF THE SECURITIESIN EACH CASE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN COMPLIANCE WITH AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT, INCLUDING RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND, IN EACH CASE, IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS. THE HOLDER FURTHER UNDERSTANDS AND AGREES ANOTHER TRANSACTION THAT IN THE EVENT OF A TRANSFER PURSUANT TO THE FOREGOING CLAUSE (D), THE CORPORATION WILL DOES NOT REQUIRE A LEGAL OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE CORPORATION THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND 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 SUCH EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE '“GOOD DELIVERY' ” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA."”

United States Legends. In addition (a) The Subscription Receipts, the Underlying Shares and Warrants issuable pursuant to the legend set forth in Section 2.3(c), certificates representing Subscription Receipts originally issued to U.S. Purchasers pursuant to Section 4(a)(2) and the Warrant Shares issuable upon exercise of the Warrants have not been and will not be registered under the U.S. Securities ActAct or under applicable state securities laws; (b) Each Subscription Receipt Certificate issued to a U.S. Purchaser, as well as all certificates and each Subscription Receipt Certificate issued in exchange for or therefor in substitution of such certificates representing such Subscription Receiptsor transfer thereof, for so long as required by the U.S. Securities Act or applicable state securities laws, shall bear the following additional legend: legend:‌ "THE OFFER AND SALE OF SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON ON CONVERSION THEREOF 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 THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE ISSUER THAT SUCH SECURITIES LAWS, AND THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON CONVERSION THEREOF MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATIONISSUER, OR (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE 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 SECURITIESACT, OR (D) IN COMPLIANCE WITH AN THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT, INCLUDING ACT PROVIDED BY (1) RULE 144 THEREUNDER, IF AVAILABLE, OR (2) RULE 144A THEREUNDER, IF AVAILABLE, AND, IN EACH CASE, IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR (E) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS. THE HOLDER FURTHER UNDERSTANDS AND AGREES THAT LAWS AND, IN THE EVENT CASE OF A TRANSFER PURSUANT (D)(1) AND (E) ABOVE, AFTER THE SELLER FURNISHES TO THE FOREGOING CLAUSE (D), THE CORPORATION WILL REQUIRE A LEGAL ISSUER AN OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION THAT ISSUER TO SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWSEFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE '"GOOD DELIVERY' " IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA."

United States Legends. In addition to the legend set forth in Section 2.3(c2.4(d), Subscription Receipt certificates representing Subscription Receipts originally issued to a U.S. Purchasers pursuant to Section 4(a)(2) of the U.S. Securities ActSubscription Receiptholder, as well as all certificates issued in exchange for or in substitution of such certificates representing such Subscription Receipts, shall bear the following additional legend: "“THE OFFER AND SALE OF SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE DELIVERABLE UPON CONVERSION THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "“U.S. SECURITIES ACT"”) OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, AND BY PURCHASING OR OTHERWISE HOLDING SUCH SECURITIES, AGREES FOR THE BENEFIT OF PLANT VEDA FOODS LTD. (THE “CORPORATION”) THAT SUCH SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON CONVERSION THEREOF MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, OR (B) OUTSIDE THE UNITED STATES IN COMPLIANCE ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE CANADIAN LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE U.S. SECURITIES ACT AND IS AVAILABLE FOR RESALE OF THE SECURITIES, OR (D) IN COMPLIANCE WITH AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT, INCLUDING RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, ANDAND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES, OR (D) IN EACH CASE, IN COMPLIANCE WITH ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS. LAWS OF THE UNITED STATES, AFTER THE HOLDER FURTHER UNDERSTANDS AND AGREES THAT HAS, IN THE EVENT CASE OF A TRANSFER PURSUANT (C) OR (D) ABOVE, FURNISHED TO THE FOREGOING CLAUSE (D), THE CORPORATION WILL REQUIRE A LEGAL AN OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE CORPORATION 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 CANADACORPORATION."”

United States Legends. In addition (a) The Subscription Receipts, the Underlying Shares and Warrants issuable pursuant to the legend set forth in Section 2.3(c), certificates representing Subscription Receipts originally issued to U.S. Purchasers pursuant to Section 4(a)(2) and the Warrant Shares issuable upon exercise of the Warrants have not been and will not be registered under the U.S. Securities ActAct or under applicable state securities laws; (b) Each Subscription Receipt Certificate issued to a U.S. Purchaser, as well as all certificates and each Subscription Receipt Certificate issued in exchange for or therefor in substitution of such certificates representing such Subscription Receiptsor transfer thereof, for so long as required by the U.S. Securities Act or applicable state securities laws, shall bear the following additional legend: "“THE OFFER AND SALE OF SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON ON CONVERSION THEREOF 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 THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE ISSUER THAT SUCH SECURITIES LAWS, AND THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON CONVERSION THEREOF MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATIONISSUER, OR (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE 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 SECURITIESACT, OR (D) IN COMPLIANCE WITH AN THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT, INCLUDING ACT PROVIDED BY (1) RULE 144 THEREUNDER, IF AVAILABLE, OR (2) RULE 144A THEREUNDER, IF AVAILABLE, AND, IN EACH CASE, IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR (E) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS. THE HOLDER FURTHER UNDERSTANDS AND AGREES THAT LAWS AND, IN THE EVENT CASE OF A TRANSFER PURSUANT (D)(1) AND (E) ABOVE, AFTER THE SELLER FURNISHES TO THE FOREGOING CLAUSE (D), THE CORPORATION WILL REQUIRE A LEGAL ISSUER AN OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION THAT ISSUER TO SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWSEFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE '“GOOD DELIVERY' ” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA."”

United States Legends. In addition to the legend set forth in Section 2.3(c), certificates representing Subscription Receipts originally issued to U.S. Purchasers pursuant to Section 4(a)(2) of the U.S. Securities ActAct and/or Regulation D thereunder, as well as all certificates issued in exchange for or in substitution of such certificates representing such Subscription Receipts, shall bear the following additional legend: "“THE OFFER AND SALE OF SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE DELIVERABLE UPON CONVERSION THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "“U.S. SECURITIES ACT"”) OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, AND BY PURCHASING OR OTHERWISE HOLDING SUCH SECURITIES, AGREES FOR THE BENEFIT OF MERUS LABS INTERNATIONAL INC. (THE “CORPORATION”) THAT SUCH SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON CONVERSION THEREOF MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, OR (B) OUTSIDE THE UNITED STATES IN COMPLIANCE ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE CANADIAN LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE U.S. SECURITIES ACT AND IS AVAILABLE FOR RESALE OF THE SECURITIES, OR (D) IN COMPLIANCE WITH AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT, INCLUDING RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, ANDAND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES, OR (D) IN EACH CASE, IN COMPLIANCE WITH ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS. LAWS OF THE UNITED STATES, AFTER THE HOLDER FURTHER UNDERSTANDS AND AGREES THAT HAS, IN THE EVENT CASE OF A TRANSFER PURSUANT (C) OR (D) ABOVE, FURNISHED TO THE FOREGOING CLAUSE (D), THE CORPORATION WILL REQUIRE A LEGAL AN OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE CORPORATION THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION CORPORATION. THE SECURITIES REPRESENTED HEREBY MAY NOT BE EXERCISED BY OR ON BEHALF OF A "U.S. PERSON" OR A PERSON IN THE UNITED STATES UNLESS THE UNDERLYING SECURITIES HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWSLEGISLATION OF ANY SUCH STATE, OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE 'GOOD DELIVERY' IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA"UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT."” provided that, if any Subscription Receipts are being sold outside the United States in compliance with the requirements of Rule 904 of Regulation S at a time when the Corporation is not subject to Rule 905 of Regulation S, the legends set forth above may be removed by providing an executed declaration to the Corporation, and to the Corporation’s registrar and transfer agent for Subscription Receipts, as the case may be, in substantially the form set forth as Schedule “C” with such changes as are appropriate to reflect the nature of the securities being sold (or as the Corporation may prescribe from time to time) and, with respect to Subscription Receipts, a broker’s affirmation in customary form, and, if requested by the Corporation or the transfer agent, an opinion of counsel of recognized standing in form and substance satisfactory to the Corporation and the transfer agent to the effect that such sale is being made in compliance with Rule 904 of Regulation S; and provided, further, that, if any Subscription Receipts are being sold otherwise than in accordance with Regulation S and other than to the Corporation, the legend may be removed by delivery to the Corporation and transfer agent an opinion of counsel of recognized standing in form and substance satisfactory to the Corporation and the transfer agent that such legend is no longer required under applicable requirements of the U.S. Securities Act.