Common use of US Legend on Debentures Clause in Contracts

US Legend on Debentures. Neither the Debentures nor the Common Shares issuable upon conversion of the Debentures have been or will be registered under the U.S. Securities Act or under any United States state securities laws, and may not be offered, sold, pledged or otherwise transferred in the United States or to a U.S. Person, unless an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws is available, and the holder agrees not to offer, sell, pledge or otherwise transfer the Debentures or Common Shares in the United States or to a U.S. Person, unless registered under the U.S. Securities Act or an exemption from registration under the U.S. Securities Act and applicable state securities laws is available. Any Debentures or Common Shares issued in the United States or to, or for the account or benefit of, a U.S. Person, (other than Original QIB Purchasers), and any certificates issued in replacement thereof or in substitution therefor, must be issued only in certificated form. Any certificates representing Debentures transferred to, or for the account or benefit of, a person in the United States or a U.S. Person, or Common Shares issued on conversion of Debentures issued to, or for the account or benefit of, a Person in the United States or a U.S. Person, and any certificates issued in replacement thereof or in substitution therefor, shall, until such time as the same is no longer required under applicable requirements of the U.S. Securities Act or applicable state securities laws, bear a legend in substantially the following form (the "U.S. Legend"): "THE SECURITIES REPRESENTED HEREBY [if for the Debentures, the legend shall also include: AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF] HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY ACQUIRING SUCH SECURITIES, AGREES FOR THE BENEFIT OF INNER SPIRIT HOLDINGS LTD. (THE "CORPORATION") THAT THE SECURITIES REPRESENTED HEREBY MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY: (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS, (C) PURSUANT TO THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT PROVIDED BY (1) RULE 144A THEREUNDER, IF AVAILABLE, OR (2) RULE 144 THEREUNDER, IF AVAILABLE, AND IN EITHER CASE, IN COMPLIANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, OR (D) PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, AN D PROVIDED THAT, IN THE CASE OF TRANSFERS PURSUANT TO (C)(2) OR (D) ABOVE, THE HOLDER OF THE SECURITIES HAS, FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING, OR OTHER EVIDENCE, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION TO SUCH EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON A STOCK EXCHANGE IN CANADA. provided that, if any such Debentures and any such Common Shares issued on conversion of such Debentures are being sold outside the United States in compliance with Rule 904 of Regulation S, if available, and in compliance with applicable local securities laws and regulations, the legend set forth above may be removed by the transferor providing a declaration to the Corporation and to the trustee and/or transfer agent for such securities in the form set forth in Schedule 2.20 hereto or as the Corporation may prescribe from time to time, together with such documentation as the Corporation may reasonably request, including an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Corporation; provided further that, if any such securities are being sold pursuant to Rule 144 under the U.S. Securities Act, if available, or with the prior written consent of the Corporation pursuant to another exemption from registration under the U.S. Securities Act and applicable U.S. state securities laws, the legend may be removed by delivery to the Corporation and to the trustee and/or transfer agent for the securities of an opinion of counsel of recognized standing, in form and substance reasonably satisfactory to the Corporation, to the effect that such legend is no longer required under applicable requirements of the U.S. Securities Act or U.S. state securities laws. In addition, Debentures or Common Shares issuable upon conversion of Debentures may forgo the legend above by delivery to the Corporation and to the trustee and/or transfer agent for the securities of an opinion of counsel of recognized standing, in form and substance reasonably satisfactory to the Corporation, to the effect that such U.S. Legend is not required under applicable requirements of the U.S. Securities Act or state securities laws (a "Legend Removal Opinion").

US Legend on Debentures. Neither the ‌ (1) The Debentures nor and the Common Shares and Warrants issuable upon conversion of the Debentures thereof have not been or and will not be registered under the U.S. Securities Act or under any United States state securities laws, . To the extent that Debentures are issued issued to U.S. Purchasers (who are not Qualified Institutional Buyers) such Debentures and may not be offered, sold, pledged or otherwise transferred in the United States or to a U.S. Person, unless an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws is available, and the holder agrees not to offer, sell, pledge or otherwise transfer the Debentures or all Common Shares in the United States or to a U.S. Person, unless registered under the U.S. Securities Act or an exemption from registration under the U.S. Securities Act and applicable state securities laws is available. Any Debentures or Common Shares issued in the United States or to, or for the account or benefit of, a U.S. Person, (other than Original QIB Purchasers), and any certificates issued in replacement thereof or in substitution therefor, must be issued only in certificated form. Any certificates representing Debentures transferred to, or for the account or benefit of, a person in the United States or a U.S. Person, or Common Shares issued Warrants issuable on conversion of Debentures issued to, or for thereof shall bear the account or benefit of, a Person in following legend (the United States or a “U.S. Person, and any certificates issued in replacement thereof or in substitution therefor, shall, Legend”) until such time as the same is no longer required under applicable requirements of the U.S. Securities Act or applicable state securities laws, bear a legend in substantially the following form (the "U.S. Legend"): ": “THE SECURITIES REPRESENTED HEREBY [if for the Debentures, the legend shall also includeIN THE CASE OF UNDERLYING SECURITIES: AND THE SECURITIES ISSUABLE UPON CONVERSION OR 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 UNDER ANY LAWS OF ANY STATE SECURITIES LAWSOF THE UNITED STATES. THE HOLDER HEREOF, BY ACQUIRING SUCH PURCHASING THESE SECURITIES, AGREES FOR THE BENEFIT OF INNER SPIRIT XTRACTION SERVICES HOLDINGS LTDCORP. (THE "“CORPORATION"”) THAT THE SUCH SECURITIES REPRESENTED HEREBY MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY: TRANSFERRED, ONLY (A) TO THE CORPORATION, (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 LAWSLAWS AND REGULATIONS, (C) PURSUANT TO C)IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF UNDER THE U.S. SECURITIES ACT PROVIDED BY BY: (1) RULE 144 THEREUNDER, IF AVAILABLE; OR (2) RULE 144A THEREUNDER, IF AVAILABLE, OR (2) RULE 144 THEREUNDER, IF AVAILABLE, AND IN EITHER CASEBOTH CASES, IN COMPLIANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, OR (D) PURSUANT TO IN ANOTHER EXEMPTION FROM TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT AND OR ANY APPLICABLE STATE SECURITIES LAWS, AN D PROVIDED THAT, THAT IN THE CASE OF TRANSFERS PURSUANT TO (C)(2C)(1) OR (D) ABOVE, AFTER THE HOLDER OF THE SECURITIES HAS, FURNISHED SELLER FURNISHES TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING, STANDING OR SUCH OTHER EVIDENCE, EVIDENCE IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION TO SUCH EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE "“GOOD DELIVERY" ” IN SETTLEMENT OF TRANSACTIONS ON A STOCK EXCHANGE EXCHANGES IN CANADA. provided that.” provided, that if any such Debentures and any such Debentures, Common Shares issued on conversion of such Debentures and/or Warrants are being sold outside the United States transferred in compliance with the requirements of Rule 904 of Regulation S, if available, S under the U.S. Securities Act and in compliance with applicable local subject to the expiry of any hold or restricted period under Canadian securities laws and regulationslaws, the above legend set forth above may be removed by the transferor providing a declaration to the Corporation and to the trustee and/or transfer agent for such the applicable securities in to the form set forth in Schedule 2.20 hereto following effect (or as the Corporation may prescribe from time to time, ) (together with such documentation as any other evidence reasonably required by the Corporation may reasonably requesttransfer agent for the applicable securities, including which may, without limitation, include an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Corporation; provided further that, if any such securities are being sold pursuant to Rule 144 under the U.S. Securities Act, if available, or with the prior written consent of the Corporation pursuant to another exemption from registration under the U.S. Securities Act and applicable U.S. state securities laws, the legend may be removed by delivery to the Corporation and to the trustee and/or transfer agent for the securities of an opinion of counsel of recognized standing, in form and substance reasonably satisfactory to the Corporation, to the effect that such legend is no longer required under the applicable requirements of the U.S. Securities Act): “The undersigned (a) acknowledges that the sale of of Xtraction Services Holdings Corp. (the “Corporation”) to which this declaration relates is being made in reliance on Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and (b) certifies that (1) the undersigned is not an “affiliate” (as that term is defined in Rule 405 under the U.S. Securities Act) of the Corporation, (2) the offer of such securities was not made to a person in the United States and either (A) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believed that the buyer was outside the United States, or (B) the transaction was executed in, on or through the facilities of a "designated offshore securities market" and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States, (3) neither the seller nor any affiliate of the seller nor any person acting on any of their behalf has engaged or will engage in any directed selling efforts in the United States in connection with the offer and sale of such securities, (4) the sale is bona fide and not for the purpose of “washing off” the resale restrictions imposed because the securities are “restricted securities” (as such term is defined in Rule 144(a)(3) under the U.S. Securities Act), (5) the seller does not intend to replace such securities with fungible unrestricted securities and (6) the contemplated sale is not a transaction, or part of a series of transactions which, although in technical compliance with Regulation S under the U.S. Securities Act, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Terms used herein have the meanings given to them by Regulation S under the U.S. Securities Act.” (2) The parties hereto hereby acknowledge and agree that the Debentures, Common Shares and Warrants may not be reoffered, or resold, pledged or otherwise transferred except: (i) to the Corporation; (ii) outside the United States in accordance with Rule 904 of Regulation S and in compliance with applicable local laws and regulations; (iii) in compliance with the exemption from registration under the U.S. Securities Act provided by (A) Rule 144 under the U.S. Securities Act, if available or (B) Rule 144A under the U.S. Securities Act, if available, and, in each case, in accordance with applicable state securities laws. In addition, Debentures ; or Common Shares issuable upon conversion of Debentures may forgo the legend above by delivery to the Corporation and to the trustee and/or transfer agent for the securities of an opinion of counsel of recognized standing, (iv) in form and substance reasonably satisfactory to the Corporation, to the effect a transaction that such U.S. Legend is does not required require registration under applicable requirements of the U.S. Securities Act or any applicable state securities laws. (3) The parties hereby acknowledge and agree that the Debentures issued to U.S. Purchasers that are Qualified Institutional Buyers, and the Common Shares and Warrants underlying those Debentures, have not been and will not be registered under the U.S. Securities Act or any applicable state securities laws, and such Debentures are, such Common Shares and Warrants will be, “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act, and that each such holder was required to execute certain subscription documents in which it agrees on its own behalf and on behalf of any investor account and in order to induce the Corporation to issue such Debentures, Common Shares and Warrants without a U.S. restrictive legend: (i) that such Debentures and such Common Shares and Warrants may not be re-offered, resold, pledged or otherwise transferred, directly or indirectly, except (A) to the Corporation, (B) outside the United States in compliance with Rule 904 of Regulation S under the U.S. Securities Act or (C) pursuant to an effective registration statement under the U.S. Securities Act, and in compliance with any applicable local laws and regulations; (ii) that for so long as such Debentures and such Common Shares and Warrants constitute “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act, it will not deposit any of such securities in the facilities of The Depository Trust Company, or a "Legend Removal Opinion")successor depository within the United States, or arrange for the registration of any of the such securities with Cds & Co. or any successor thereto; and (iii) that such holder will cause any CDS Participant holding the such securities on its behalf, and any beneficial purchaser of such securities, to comply with the foregoing restrictions. (4) If required by the U.S. Securities Act or any applicable state securities laws, certificates representing Debentures issued pursuant to transfers of Debentures shall bear the legend set forth in above and the Corporation will provide direction to the Trustee to affix such legends to the applicable Debenture Certificates.

US Legend on Debentures. ‌ Neither the Debentures nor the Common Shares issuable upon conversion of the Debentures have been or will be registered under the U.S. Securities Act or under any United States state securities laws, and may not be offered, sold, pledged or otherwise transferred in the United States or to a U.S. Person, unless an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws is available, and the holder agrees not to offer, sell, pledge or otherwise transfer the Debentures or Common Shares in the United States or to a U.S. Person, unless registered under the U.S. Securities Act or an exemption from registration under the U.S. Securities Act and applicable state securities laws is available. Any Debentures or Common Shares issued in the United States or to, or for the account or benefit of, a U.S. Person, (other than Original QIB Purchasers), and any certificates issued in replacement thereof or in substitution therefor, must be issued only in certificated form. Any certificates representing Debentures transferred to, or for the account or benefit of, a person in the United States or a U.S. Person, or Common Shares issued on conversion of Debentures issued to, or for the account or benefit of, a Person in the United States or a U.S. Person, and any certificates issued in replacement thereof or in substitution therefor, shall, until such time as the same is no longer required under applicable requirements of the U.S. Securities Act or applicable state securities laws, bear a legend in substantially the following form (the "U.S. Legend"): "THE SECURITIES REPRESENTED HEREBY [if for the Debentures, the legend shall also include: AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF] HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY ACQUIRING SUCH SECURITIES, AGREES FOR THE BENEFIT OF INNER SPIRIT HOLDINGS LTD. (THE "CORPORATION") THAT THE SECURITIES REPRESENTED HEREBY MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY: (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS, (C) PURSUANT TO THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT PROVIDED BY (1) RULE 144A THEREUNDER, IF AVAILABLE, OR (2) RULE 144 THEREUNDER, IF AVAILABLE, AND IN EITHER CASE, IN COMPLIANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, OR (D) PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, AN D PROVIDED THAT, IN THE CASE OF TRANSFERS PURSUANT TO (C)(2) OR (D) ABOVE, THE HOLDER OF THE SECURITIES HAS, FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING, OR OTHER EVIDENCE, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION TO SUCH EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON A STOCK EXCHANGE IN CANADA. provided that, if any such Debentures and any such Common Shares issued on conversion of such Debentures are being sold outside the United States in compliance with Rule 904 of Regulation S, if available, and in compliance with applicable local securities laws and regulations, the legend set forth above may be removed by the transferor providing a declaration to the Corporation and to the trustee and/or transfer agent for such securities in the form set forth in Schedule 2.20 hereto or as the Corporation may prescribe from time to time, together with such documentation as the Corporation may reasonably request, including an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Corporation; provided further that, if any such securities are being sold pursuant to Rule 144 under the U.S. Securities Act, if available, or with the prior written consent of the Corporation pursuant to another exemption from registration under the U.S. Securities Act and applicable U.S. state securities laws, the legend may be removed by delivery to the Corporation and to the trustee and/or transfer agent for the securities of an opinion of counsel of recognized standing, in form and substance reasonably satisfactory to the Corporation, to the effect that such legend is no longer required under applicable requirements of the U.S. Securities Act or U.S. state securities laws. In addition, Debentures or Common Shares issuable upon conversion of Debentures may forgo the legend above by delivery to the Corporation and to the trustee and/or transfer agent for the securities of an opinion of counsel of recognized standing, in form and substance reasonably satisfactory to the Corporation, to the effect that such U.S. Legend is not required under applicable requirements of the U.S. Securities Act or state securities laws (a "Legend Removal Opinion").