Common use of U.S. Legends Clause in Contracts

U.S. Legends. The Trustee acknowledges that the Warrants and the Common Shares issuable upon the exercise of such Warrants have not been and will not be registered under the 1933 Act or applicable state securities laws. Each Warrant Certificate originally issued to a U.S. Person or a person in the United States or transferred to a U.S. Person or a person in the United States and all certificates representing Common Shares issued upon the exercise of any Warrants pursuant to box B or box C of the exercise form attached to the Warrant Certificate (and each Warrant Certificate or Common Share certificate issued in exchange therefor or in substitution on transfer thereof) shall be overprinted with the following legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, OR (C) IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS; OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND, IN THE CASE OF PARAGRAPH (C) OR (D), THE SELLER FURNISHES TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION TO SUCH EFFECT. PROVIDED THAT THE CORPORATION IS A “FOREIGN ISSUER” WITHIN THE MEANING OF REGULATION S AT THE TIME OF SALE AND THESE SECURITIES ARE BEING SOLD IN COMPLIANCE WITH RULE 904 OF REGULATION S, A NEW CERTIFICATE BEARING NO LEGEND MAY BE OBTAINED FROM COMPUTERSHARE TRUST COMPANY OF CANADA, AS REGISTRAR AND TRANSFER AGENT, UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO COMPUTERSHARE TRUST COMPANY OF CANADA AND THE CORPORATION, TO THE EFFECT THAT SUCH SALE IS BEING MADE IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT; In addition, each certificate representing Common Shares to be overprinted with the foregoing legend must also be overprinted with the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON TSX. provided, that the legend may be removed from the Warrants in the circumstances described in subsection 2.9(d); and provided, that if, at any time the Corporation is a foreign issuer as defined in Regulation S, the underlying Common Shares are being sold in compliance with the requirements of Rule 904 of Regulation S and in compliance with local laws and regulations, the legend may be removed by providing a declaration to the registrar and transfer agent for the underlying Common Shares in the form attached as Schedule B hereto (or as the Corporation may prescribe from time to time); and provided, further, that if any of the underlying Common Shares are being sold pursuant to Rule 144 of the 1933 Act, the legend may be removed by delivery to the registrar and transfer agent for the underlying Common Shares of an opinion of counsel, of recognized standing in form and substance satisfactory to the Corporation, to the effect that such legend is no longer required under applicable requirements of the 1933 Act or state securities laws.

U.S. Legends. The Trustee acknowledges that If the Warrants and the Common Shares issuable upon the exercise of such Warrants have not been and will not be registered under the 1933 Act or applicable state securities laws. Each Special Warrant Certificate originally issued to a U.S. Person or a person representing the Special Warrants converted in accordance with this Article 4 bears the United States or transferred to a U.S. Person or a person legend set forth in the United States and all certificates Section 2.3(d) hereof, then any certificate representing Common Shares Underlying Securities issued upon the exercise of any Warrants pursuant to box B or box C of the exercise form attached to the Warrant Certificate (and each Warrant Certificate or Common Share certificate issued in exchange therefor or in substitution on transfer conversion thereof) shall be overprinted with , will bear the following legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN 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 CORPORATION COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATIONCOMPANY, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACTACT AND IN COMPLIANCE WITH CANADIAN LAWS AND REGULATIONS, OR (C) IN ACCORDANCE WITH INSIDE THE UNITED STATES, PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS; LAWS OF THE UNITED STATES, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE INSIDE OR OUTSIDE THE UNITED STATES, PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND, IN THE CASE OF PARAGRAPH (C) OR (D), THE SELLER FURNISHES TO THE CORPORATION AN LEGISLATION AFTER PROVIDING A LEGAL OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION TO SUCH EFFECT. PROVIDED THAT THE CORPORATION IS A “FOREIGN ISSUER” WITHIN THE MEANING OF REGULATION S AT THE TIME OF SALE AND THESE SECURITIES ARE BEING SOLD IN COMPLIANCE WITH RULE 904 OF REGULATION S, A NEW CERTIFICATE BEARING NO LEGEND MAY BE OBTAINED FROM COMPUTERSHARE TRUST COMPANY OF CANADA, AS REGISTRAR AND TRANSFER AGENT, UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO COMPUTERSHARE TRUST COMPANY OF CANADA AND THE CORPORATION, TO THE EFFECT THAT SUCH SALE TRANSFER IS BEING MADE IN ACCORDANCE WITH RULE 904 OF REGULATION S EXEMPT FROM OR OTHERWISE NOT SUBJECT TO REGISTRATION UNDER THE U.S. SECURITIES ACTACT AND APPLICABLE SECURITIES LAWS.”; In additionprovided that, each certificate representing if such Common Shares to be overprinted with the foregoing legend must also be overprinted with the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON TSX. provided, that the legend may be removed from the or Warrants in the circumstances described in subsection 2.9(d); and provided, that if, at any time the Corporation is a foreign issuer as defined in Regulation S, the underlying Common Shares are being sold outside the United States in compliance with the requirements of Rule 904 of Regulation S and in compliance with Canadian local laws and regulations, and provided that the Company is a “foreign issuer” within the meaning of Regulation S at the time of sale, any such legend may be removed by providing a declaration to the registrar and transfer agent for the underlying Common Shares and Warrants in the form attached as set forth in Schedule B hereto (or hereof, together with such additional information as the Corporation registrar and transfer agent may prescribe from time request (and the Company hereby covenants and agrees to timeuse reasonable commercial efforts to cause the registrar and transfer agent for the Underlying Securities to deliver certificates representing Underlying Securities bearing no such legend within three Business Days of the date of delivery of such a declaration); , and provided, further, that that, if any of the underlying such Common Shares or Warrants are being sold in the United States pursuant to Rule 144 of under the 1933 U.S. Securities Act, the legend may be removed by delivery to the registrar and transfer agent for the underlying Common Shares Company of an opinion of counsel, of recognized standing in form and substance reasonably satisfactory to the CorporationCompany, to the effect that such legend is no longer required under applicable requirements of the 1933 U.S. Securities Act or state securities laws.

U.S. Legends. The Trustee acknowledges Such Investor understands that the Warrants certificates or other instruments representing the Purchased Shares, except as set forth below, shall bear any legend as required by the “blue sky” laws of any state and restrictive legends in substantially the Common Shares issuable upon the exercise following forms (and a stop-transfer order may be placed against transfer of such Warrants have not been and will not be registered under the 1933 Act or applicable state securities laws. Each Warrant Certificate originally issued to a U.S. Person or a person in the United States or transferred to a U.S. Person or a person in the United States and all certificates representing Common Shares issued upon the exercise of any Warrants pursuant to box B or box C of the exercise form attached to the Warrant Certificate (and each Warrant Certificate or Common Share certificate issued in exchange therefor or in substitution on transfer thereof) shall be overprinted with the following legend: THE stock certificates): THESE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES AND MAY NOT BE OFFERED, OFFERED OR SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (I) AS PART OF THEIR DISTRIBUTION AT ANY TIME OR (II) OTHERWISE UNTIL SIX MONTHS AFTER THE LATER OF THE COMMENCEMENT OF THE OFFERING THEREOF AND THE CLOSING DATE, EXCEPT IN EITHER CASE IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, OR (C) IN ACCORDANCE . NO HEDGING TRANSACTION CAN BE CONDUCTED WITH REGARD TO THE SECURITIES EXCEPT AS PERMITTED BY THE SECURITIES ACT. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S PROMULGATED UNDER THE SECURITIES ACT. THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDEROF 1933, IF AVAILABLEAS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS; OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND, IN THE CASE OF PARAGRAPH (C) OR (D), THE SELLER FURNISHES TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION TO SUCH EFFECT. PROVIDED THAT THE CORPORATION IS A “FOREIGN ISSUER” WITHIN THE MEANING OF REGULATION S AT THE TIME OF SALE AND THESE SECURITIES ARE BEING SOLD IN COMPLIANCE WITH RULE 904 OF REGULATION S, A NEW CERTIFICATE BEARING NO LEGEND MAY BE OBTAINED FROM COMPUTERSHARE TRUST COMPANY OF CANADA, AS REGISTRAR AND TRANSFER AGENT, UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO COMPUTERSHARE TRUST COMPANY OF CANADA AND THE CORPORATION, TO THE EFFECT THAT SUCH SALE IS BEING MADE IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT; In addition, each certificate representing Common Shares to be overprinted with the foregoing legend must also be overprinted with the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON TSX. provided, Such Investor understands that the legend may legends set forth above shall be removed from and the Warrants in Company shall issue a certificate or other instrument without such legend to the circumstances described in subsection 2.9(d); and providedholder of the Purchased Shares upon which it is stamped, that if, at any time unless otherwise required by state securities laws, (i) such Purchased Shares (x) are registered for resale pursuant to an effective registration statement under the Corporation is Securities Act and (y) are resold pursuant to such registration statement or (ii) in connection with a foreign issuer as defined in Regulation Ssale, the underlying Common Shares are being sold in compliance with the requirements of Rule 904 of Regulation S and in compliance with local laws and regulations, the legend may be removed by providing a declaration to the registrar and assignment or other transfer agent for the underlying Common Shares in the form attached as Schedule B hereto (or as the Corporation may prescribe from time to time); and provided, further, that if any of the underlying Common Shares are being sold pursuant to Rule 144 of 144, such holder provides the 1933 Act, the legend may be removed by delivery to the registrar and transfer agent for the underlying Common Shares of Company with an opinion of counsel, of recognized standing in form and substance satisfactory a law firm reasonably acceptable to the CorporationCompany, in a form reasonably acceptable to the Company, to the effect that such legend is no longer required under applicable requirements of the 1933 Act sale, assignment or state securities lawstransfer may be made in compliance with Rule 144.

U.S. Legends. The Trustee acknowledges In addition to any other resale restrictions that the Warrants and the Common Shares issuable upon the exercise of such Warrants have not been and will not may be registered under the 1933 Act or applicable state securities laws. Each Warrant Certificate originally issued to a U.S. Person or a person imposed, any DeFi Shareholder who is in the United States or transferred to (other than a U.S. Person or QIB Purchaser) will receive Post- Consolidated Acquiror Shares in exchange for such DeFi Shareholder’s DeFi Shares which will bear a person legend substantially in the United States and all certificates representing Common Shares issued upon the exercise of any Warrants pursuant to box B or box C of the exercise form attached to the Warrant Certificate (and each Warrant Certificate or Common Share certificate issued in exchange therefor or in substitution on transfer thereof) shall be overprinted with the following legendform: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THE HOLDER HEREOF) OR ANY STATE SECURITIES LAWS, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES AND MAY BE OFFERED, SOLD SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATIONCOMPANY, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACTACT AND IN COMPLIANCE WITH LOCAL LAWS AND REGULATIONS, OR (C) IN ACCORDANCE COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, OR RULE 144A THEREUNDER, IF AVAILABLE, AND, IN EACH CASE, IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, (D) IN COMPLIANCE WITH ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS; , OR (DE) IN PURSUANT TO A TRANSACTION REGISTRATION STATEMENT THAT DOES NOT REQUIRE REGISTRATION HAS BEEN DECLARED EFFECTIVE UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND, AND IS AVAILABLE FOR RESALE OF THE SECURITIES. THE HOLDER FURTHER UNDERSTANDS AND AGREES THAT IN THE CASE EVENT OF PARAGRAPH A TRANSFER PURSUANT TO THE FOREGOING CLAUSES (C) OR (D), THE SELLER FURNISHES TO THE CORPORATION AN COMPANY WILL REQUIRE A LEGAL OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE CORPORATION TO COMPANY THAT SUCH EFFECTTRANSFER IS EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. PROVIDED THAT THE CORPORATION IS A “FOREIGN ISSUER” WITHIN THE MEANING OF REGULATION S AT THE TIME OF SALE AND THESE SECURITIES ARE BEING SOLD IN COMPLIANCE WITH RULE 904 OF REGULATION S, A NEW CERTIFICATE BEARING NO LEGEND MAY BE OBTAINED FROM COMPUTERSHARE TRUST COMPANY OF CANADA, AS REGISTRAR AND TRANSFER AGENT, UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO COMPUTERSHARE TRUST COMPANY OF CANADA AND THE CORPORATION, TO THE EFFECT THAT SUCH SALE IS BEING MADE IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT; In addition, each certificate representing Common Shares to be overprinted with the foregoing legend must also be overprinted with the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF TSX SINCE THEY ARE MAY NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON TSX. STOCK EXCHANGES IN CANADA.” provided, that if the legend may be removed from the Warrants in the circumstances described in subsection 2.9(d); and provided, that if, at any time the Corporation is a foreign issuer as defined in Regulation S, the underlying Common Post-Consolidated Acquiror Shares are being sold outside the United States in compliance with the requirements of Rule 904 of Regulation S and in compliance with local laws and regulationsS, the legend set forth above may be removed by providing a an executed declaration to the registrar Transfer Agent and transfer agent for to the underlying Common Shares Resulting Issuer, in the such form attached as Schedule B hereto (or as the Corporation Resulting Issuer may prescribe from time to time), and, if requested by the Resulting Issuer or the Transfer Agent, an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Resulting Issuer and the Transfer Agent to the effect that such sale is being made in compliance with Rule 904 of Regulation S; and provided, provided further, that if any of the underlying Common Post-Consolidated Acquiror Shares are being sold pursuant to Rule 144 of under the 1933 U.S. Securities Act, if available, and in compliance with any applicable state securities laws, the legend may be removed by delivery to the registrar Resulting Issuer and transfer agent for the underlying Common Shares Transfer Agent of an opinion of counsel, of recognized standing in form and substance reasonably satisfactory to the Corporation, Resulting Issuer and the Transfer Agent to the effect that such the legend is no longer required under applicable requirements of the 1933 U.S. Securities Act or applicable state securities laws.

U.S. Legends. The Trustee Warrant Agent understands and acknowledges that the Special Warrants and the Common Shares issuable upon the exercise of such the Special Warrants have not been and will not be registered under the 1933 Act or applicable state securities lawsU.S. Securities Act. Each Warrant Certificate originally issued to a U.S. Person or a person in the United States or transferred to a U.S. Person or a person in the United States and all certificates representing Common Shares issued upon the exercise of any Warrants pursuant to box B or box C of the exercise form attached to the Warrant Certificate (Person, and each Warrant Certificate or Common Share certificate issued in exchange therefor or in substitution on transfer thereof) , shall be overprinted with bear the following legendlegend unless such legend is to be removed pursuant to the terms of this Indenture: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. "SECURITIES ACT”). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES ") AND MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, OR (C) IN ACCORDANCE WITH THE PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLEAPPLICABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS; LAWS OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE WITH THE PRIOR WRITTEN CONSENT OF THE CORPORATION, PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OR AND ANY APPLICABLE STATE SECURITIES LAWS." Furthermore, ANDall certificates representing Common Shares issued upon exercise of the Special Warrants and all certificates issued in exchange therefor or in substitution thereof or issued upon their exercise in accordance with Article Four hereof, which are legended as above shall also bear the following additional legend: "DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE "GOOD DELIVERY" IN THE CASE SETTLEMENT OF PARAGRAPH (C) OR (D), THE SELLER FURNISHES TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING TRANSACTIONS ON STOCK EXCHANGES IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION TO SUCH EFFECTCANADA. PROVIDED THAT THE CORPORATION IS A “FOREIGN ISSUER” WITHIN THE MEANING OF REGULATION S AT THE TIME OF SALE AND THESE SECURITIES ARE BEING SOLD IN COMPLIANCE WITH RULE 904 OF REGULATION S, A NEW CERTIFICATE CERTIFICATE, BEARING NO LEGEND LEGEND, DELIVERY OF WHICH WILL CONSTITUTE "GOOD DELIVERY" MAY BE OBTAINED FROM COMPUTERSHARE MONTREAL TRUST COMPANY OF CANADA, AS REGISTRAR AND TRANSFER AGENT, CANADA UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO COMPUTERSHARE MONTREAL TRUST COMPANY OF CANADA AND THE CORPORATION, TO THE EFFECT THAT SUCH THE SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN ACCORDANCE COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT; In addition." provided that, each certificate representing if the Special Warrants or the Common Shares issued upon exercise of the Special Warrants are being sold pursuant to be overprinted with Rule 904 of Regulation S under the foregoing legend must also be overprinted with the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVERU.S. Securities Act, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON TSX. provided, that the legend may be removed if the holder provides a declaration to the Warrant Agent or the Transfer Agent, as the case may be, to the following effect (or as the Company may prescribe from time to time): "The undersigned (a) acknowledges that the Warrants sale of the securities of International Uranium Corporation (the "Company") 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 "1933 Act") and (b) certifies that (1) the seller is not an affiliate of the Company (as defined in Rule 405 under the 1933 Act), (2) the offer of such securities was not made to a person in the circumstances described in subsection 2.9(d); United States and provided, that if, either (A) at any the time the Corporation is a foreign issuer buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believe that the buyer was outside the United States, or (B) the transaction was executed on or through the facilities of The Toronto Stock Exchange or any other designated offshore securities market, as defined in Regulation S, and neither the underlying Common Shares 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 its or 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 being "restricted securities" (as such term in defined in Rule 144(a)(3) under the 1933 Act), (5) the seller does not intend to replace the securities sold in compliance with the requirements of reliance on Rule 904 of Regulation S the 1933 Act 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 local laws Regulation S, is part of a plan or scheme to evade the registration provisions of the 1933 Act. Terms used herein have the meanings given to them by Regulation S." and regulations, the legend may be removed by providing a declaration to the registrar and transfer agent for the underlying Common Shares in the form attached as Schedule B hereto (or as the Corporation may prescribe from time to time); and provided, provided further, that that, if any of the underlying Common Shares such securities are being sold pursuant to Rule 144 of under the 1933 U.S. Securities Act, the legend may be removed by delivery to the registrar and transfer agent for Warrant Agent or the underlying Common Shares Transfer Agent, as the case may be, of an opinion of counsel, of recognized standing in form and substance reasonably satisfactory to the CorporationCompany, to the effect that such legend is no longer required under applicable requirements of the 1933 U.S. Securities Act or state securities laws.

U.S. Legends. (a) The Trustee acknowledges that the Warrants issued hereunder and the Common Shares issuable upon the exercise of such Warrants have not been and will not be registered under the 1933 Act or any applicable United States state securities laws. Each Warrant Certificate originally issued to a U.S. Person or a person in the United States or transferred to a U.S. Person or a person in the United States Warrantholder, and all certificates representing Common Shares issued upon the exercise of any Warrants pursuant to box B or box C of the exercise form attached to the Warrant Certificate (and each Warrant Certificate or Common Share certificate such Warrants, as well as all certificates issued in exchange therefor thereof or in substitution on transfer thereof) shall be overprinted with , shall, until such time as the same is no longer required under applicable requirements of the 1933 Act and applicable state securities laws, bear a legend substantially to the following legend: effect (the “U.S. Legend”): “THE SECURITIES REPRESENTED HEREBY [for Warrants, include: AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF] HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES 1933 ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THE HOLDER HEREOF, BY PURCHASING SUCH THESE SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION BOOSH PLANT-BASED BRANDS INC. THAT SUCH SECURITIES MAY BE OFFERED, SOLD SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY ONLY: (A) TO THE CORPORATIONBOOSH PLANT-BASED BRANDS INC., (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT1933 ACT (“REGULATION S”) AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS, OR (C) IN ACCORDANCE COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES 1933 ACT PROVIDED BY (1) RULE 144A THEREUNDER, IF AVAILABLE, OR (2) RULE 144 THEREUNDER, IF AVAILABLE, AND AND, IN EITHER CASE, IN COMPLIANCE WITH ANY APPLICABLE U.S. STATE SECURITIES LAWS; , OR (D) IN A ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES 1933 ACT OR ANY APPLICABLE U.S. STATE SECURITIES LAWS, ; AND, IN THE CASE OF PARAGRAPH A TRANSFER UNDER CLAUSE (CC)(2) OR (D), AFTER THE SELLER FURNISHES HOLDER HEREOF HAS, PRIOR TO SUCH TRANSFER, FURNISHED TO BOOSH PLANT-BASED BRANDS INC. (AND THE CORPORATION TRUSTEE OR TRANSFER AGENT) AN OPINION OF COUNSEL OF RECOGNIZED STANDING TO SUCH EFFECT, IN EITHER CASE, REASONABLY SATISFACTORY IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION TO SUCH EFFECTBOOSH PLANT-BASED BRANDS INC. PROVIDED THAT THE CORPORATION IS A “FOREIGN ISSUER” WITHIN THE MEANING OF REGULATION S AT THE TIME OF SALE AND THESE SECURITIES ARE BEING SOLD IN COMPLIANCE WITH RULE 904 OF REGULATION S, A NEW CERTIFICATE BEARING NO LEGEND MAY BE OBTAINED FROM COMPUTERSHARE TRUST COMPANY OF CANADA, AS REGISTRAR AND TRANSFER AGENT, UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO COMPUTERSHARE TRUST COMPANY OF CANADA AND THE CORPORATION, TO THE EFFECT THAT SUCH SALE IS BEING MADE IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT; In addition, each certificate representing Common Shares to be overprinted with the foregoing legend must also be overprinted with the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF TSX SINCE THEY ARE MAY NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON TSX. STOCK EXCHANGES IN CANADA.” provided, that the legend may be removed from if the Warrants in or the circumstances described in subsection 2.9(d); and provided, that if, at any time the Corporation is a foreign issuer as defined in Regulation S, the underlying Common Shares are being sold in compliance with the requirements of Rule 904 of Regulation S and in compliance with local laws and regulations, the legend may be removed by providing a declaration to the Warrant Agent (or in the case of Common Shares, to the Corporation’s registrar and transfer agent for (the underlying Common Shares “Transfer Agent”)), a declaration in the form attached hereto as Schedule B hereto ”B” (or as the Corporation or the Transfer Agent may prescribe from time to time) together with any other evidence reasonably requested by the Corporation or the Warrant Agent (or the Transfer Agent, as applicable), which evidence may include an opinion of counsel of recognized standing, in form and substance reasonably satisfactory to the Corporation and the Warrant Agent (or the Transfer Agent, as applicable), to the effect that the transfer is being made in compliance with Rule 904 of Regulation S; and provided, further, that that, if any of the underlying Common Shares such securities are being sold pursuant to Rule 144 of under the 1933 ActAct or pursuant to another exemption from registration under the 1933 Act (except Rule 144A), the legend U.S. Legend may be removed by delivery to the registrar and transfer agent for Warrant Agent (or the underlying Common Shares Transfer Agent, as applicable) of an opinion of counsel, counsel of recognized standing standing, in form and substance reasonably satisfactory to the Corporation, to that the effect that such legend U.S. Legend is no longer required under applicable requirements of the 1933 Act or applicable state securities laws. Provided that the Warrant Agent (or the Transfer Agent, as applicable) obtains confirmation from the Corporation that such counsel is satisfactory to it, the Warrant Agent (or the Transfer Agent, as applicable) shall be entitled to rely on such opinion of counsel without further inquiry. (b) The Corporation confirms that as of the date of execution of this agreement it does not have a class of securities registered pursuant to Section 12 of the U.S. Securities Exchange Act of 1934, as amended (the “1934 Act”), or have a reporting obligation pursuant to Section 15(d) of the 1934 Act. The Corporation covenants that in the event that (i) any class of its securities shall become registered pursuant to Section 12 of the 1934 Act, or the Corporation shall incur a reporting obligation pursuant to Section 15(d) of the 1934 Act, or (ii) any such registration or reporting obligation shall be terminated by the Corporation in accordance with the 1934 Act, the Corporation shall promptly deliver to the Warrant Agent an Officers’ Certificate (in a form provided by the Warrant Agent) notifying the Warrant Agent of such registration or termination and such other information as the Warrant Agent may reasonably require at the time. The Corporation acknowledges that the Warrant Agent is relying upon the foregoing representation and covenants in order to meet certain obligations of the United States Securities Exchange Commission (the “SEC”) with respect to those clients who are filing with the SEC. 3.1 Method of Exercise of Warrants represented by Warrant Certificates (a) The registered holder of any Warrant represented by a Warrant Certificate may exercise the right evidenced thereby conferred on such holder to acquire Common Shares by surrendering, prior to the Time of Expiry, to the Warrant Agent at a Warrant Agency: (i) the original Warrant Certificate representing such Warrants, with a duly completed and executed exercise form in the form attached to the Warrant Certificate; and (ii) a certified cheque or bank draft payable to or to the order of the Corporation (or payment in such other form as the Corporation may accept), in the amount of the aggregate Exercise Price of such Warrants being exercised. A Warrant Certificate with the duly completed and executed exercise form referred to in this subsection 3.1(a) shall be deemed to be surrendered only upon actual receipt thereof at, in each case, a Warrant Agency or such other place or places that may be designated by the Corporation with the approval of the Warrant Agent, provided that such original Warrant Certificate is accompanied by the requisite payment of the aggregate Exercise Price for the Warrants represented thereby that are being exercised. (b) Any exercise form referred to in subsection 3.1(a) shall be signed by the Warrantholder or his executors, administrators or other legal representatives or his attorney duly appointed (such persons being obligated to provide the Warrant Agent at the Warrant Agency with proof satisfactory to the Warrant Agent of his or her authority to act on behalf of the Warrantholder) and shall specify: (i) the number of Common Shares which the holder wishes to acquire (being not more than those which the holder is entitled to acquire pursuant to the Warrant Certificate(s) surrendered); (ii) the person or persons in whose name or names such Common Shares are to be issued, and if such persons are individuals, the relevant social insurance numbers; (iii) the address or addresses of such person or persons; and (iv) the number of Common Shares to be issued to each such person if more than one is so specified. If any of the Common Shares issued upon exercise of the Warrants for are to be issued to a person or persons other than the Warrantholder, the Warrantholder shall pay to the Corporation or the Warrant Agent on behalf of the Corporation, all applicable transfer or similar taxes and the Corporation shall not be required to issue or deliver certificates evidencing Common Shares unless or until such Warrantholder shall have paid to the Corporation, or the Warrant Agent on behalf of the Corporation, the amount of such tax or shall have established to the satisfaction of the Corporation that such tax has been paid or that none is due.

U.S. Legends. ‌ (a) The Trustee acknowledges that the Warrants issued hereunder and the Common Shares issuable upon the exercise of such Warrants have not been and will not be registered under the 1933 Act or any applicable United States state securities laws. Each Warrant Certificate originally issued to a U.S. Person or a person in the United States or transferred to a U.S. Person or a person in the United States Warrantholder, and all certificates representing Common Shares issued upon the exercise of any Warrants pursuant to box B or box C of the exercise form attached to the Warrant Certificate (and each Warrant Certificate or Common Share certificate such Warrants, as well as all certificates issued in exchange therefor thereof or in substitution on transfer thereof) shall be overprinted with , shall, until such time as the same is no longer required under applicable requirements of the 1933 Act and applicable state securities laws, bear a legend substantially to the following legend: effect (the “U.S. Legend”): “THE SECURITIES REPRESENTED HEREBY [for Warrants, include: AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF] HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES 1933 ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THE HOLDER HEREOF, BY PURCHASING SUCH THESE SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION TRANSCANNA HOLDINGS INC. THAT SUCH SECURITIES MAY BE OFFERED, SOLD SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY ONLY: (A) TO THE CORPORATIONTRANSCANNA HOLDINGS INC., (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT1933 ACT (“REGULATION S”) AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS, OR (C) IN ACCORDANCE COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES 1933 ACT PROVIDED BY (1) RULE 144A THEREUNDER, IF AVAILABLE, OR (2) RULE 144 THEREUNDER, IF AVAILABLE, AND AND, IN EITHER CASE, IN COMPLIANCE WITH ANY APPLICABLE U.S. STATE SECURITIES LAWS; , OR (D) IN A ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES 1933 ACT OR ANY APPLICABLE U.S. STATE SECURITIES LAWS, ; AND, IN THE CASE OF PARAGRAPH A TRANSFER UNDER CLAUSE (CC)(2) OR (D), AFTER THE SELLER FURNISHES HOLDER HEREOF HAS, PRIOR TO SUCH TRANSFER, FURNISHED TO TRANSCANNA HOLDINGS INC. (AND THE CORPORATION TRUSTEE OR TRANSFER AGENT) AN OPINION OF COUNSEL OF RECOGNIZED STANDING TO SUCH EFFECT, IN EITHER CASE, REASONABLY SATISFACTORY IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION TO SUCH EFFECTTRANSCANNA HOLDINGS INC. PROVIDED THAT THE CORPORATION IS A “FOREIGN ISSUER” WITHIN THE MEANING OF REGULATION S AT THE TIME OF SALE AND THESE SECURITIES ARE BEING SOLD IN COMPLIANCE WITH RULE 904 OF REGULATION S, A NEW CERTIFICATE BEARING NO LEGEND MAY BE OBTAINED FROM COMPUTERSHARE TRUST COMPANY OF CANADA, AS REGISTRAR AND TRANSFER AGENT, UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO COMPUTERSHARE TRUST COMPANY OF CANADA AND THE CORPORATION, TO THE EFFECT THAT SUCH SALE IS BEING MADE IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT; In addition, each certificate representing Common Shares to be overprinted with the foregoing legend must also be overprinted with the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF TSX SINCE THEY ARE MAY NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON TSX. STOCK EXCHANGES IN CANADA.” provided, that the legend may be removed from if the Warrants in or the circumstances described in subsection 2.9(d); and provided, that if, at any time the Corporation is a foreign issuer as defined in Regulation S, the underlying Common Shares are being sold in compliance with the requirements of Rule 904 of Regulation S and in compliance with local laws and regulations, the legend may be removed by providing a declaration to the Warrant Agent (or in the case of Common Shares, to the Corporation’s registrar and transfer agent for (the underlying Common Shares “Transfer Agent”)), a declaration in the form attached hereto as Schedule B hereto ”B” (or as the Corporation or the Transfer Agent may prescribe from time to time) together with any other evidence reasonably requested by the Corporation or the Warrant Agent (or the Transfer Agent, as applicable), which evidence may include an opinion of counsel of recognized standing, in form and substance reasonably satisfactory to the Corporation and the Warrant Agent (or the Transfer Agent, as applicable), to the effect that the transfer is being made in compliance with Rule 904 of Regulation S; and provided, further, that that, if any of the underlying Common Shares such securities are being sold pursuant to Rule 144 of under the 1933 ActAct or pursuant to another exemption from registration under the 1933 Act (except Rule 144A), the legend U.S. Legend may be removed by delivery to the registrar and transfer agent for Warrant Agent (or the underlying Common Shares Transfer Agent, as applicable) of an opinion of counsel, counsel of recognized standing standing, in form and substance reasonably satisfactory to the Corporation, to that the effect that such legend U.S. Legend is no longer required under applicable requirements of the 1933 Act or applicable state securities laws. Provided that the Warrant Agent (or the Transfer Agent, as applicable) obtains confirmation from the Corporation that such counsel is satisfactory to it, the Warrant Agent (or the Transfer Agent, as applicable) shall be entitled to rely on such opinion of counsel without further inquiry. (b) The Corporation confirms that as of the date of execution of this agreement it does not have a class of securities registered pursuant to Section 12 of the U.S. Securities Exchange Act of 1934, as amended (the “1934 Act”), or have a reporting obligation pursuant to Section 15(d) of the 1934 Act. The Corporation covenants that in the event that (i) any class of its securities shall become registered pursuant to Section 12 of the 1934 Act, or the Corporation shall incur a reporting obligation pursuant to Section 15(d) of the 1934 Act, or (ii) any such registration or reporting obligation shall be terminated by the Corporation in accordance with the 1934 Act, the Corporation shall promptly deliver to the Warrant Agent an Officers’ Certificate (in a form provided by the Warrant Agent) notifying the Warrant Agent of such registration or termination and such other information as the Warrant Agent may reasonably require at the time. The Corporation acknowledges that the Warrant Agent is relying upon the foregoing representation and covenants in order to meet certain obligations of the United States Securities Exchange Commission (the “SEC”) with respect to those clients who are filing with the SEC.

U.S. Legends. The Trustee Escrow Agent acknowledges and understands that the Subscription Receipts and Units haven not been registered under the 1933 Act, understands and acknowledges that the Warrants and the Common Shares issuable upon the exercise original issuance thereof, and until such time as the same is no longer required under applicable requirements of such Warrants have not been and will not be registered under the 1933 Act or applicable state securities laws. Each Warrant Certificate , certificates representing the Subscription Receipts and Units originally issued to a U.S. Person or a person in the United States or transferred to a "U.S. Person or a person person", as such term is defined in the United States 1933 Act, and all certificates representing Common Shares issued upon the exercise of any Warrants pursuant to box B or box C of the exercise form attached to the Warrant Certificate (and each Warrant Certificate or Common Share certificate issued in exchange therefor or in substitution on transfer thereof) , shall be overprinted with the following legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF PARAMOUNT ENERGY TRUST (THE CORPORATION “TRUST”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATIONTRUST, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACTACT AND IN COMPLIANCE WITH LOCAL LAWS AND REGULATIONS, OR (C) IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION RULE 144A UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLEACT, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS; 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, AND, IN THE CASE OF PARAGRAPH (C) OR (D), THE SELLER FURNISHES AFTER IT HAS FURNISHED TO THE CORPORATION TRUST AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE CORPORATION TRUST TO SUCH THAT EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. PROVIDED THAT THE CORPORATION TRUST IS A “FOREIGN ISSUER” WITHIN THE MEANING OF REGULATION S AT THE TIME OF SALE AND THESE SECURITIES ARE BEING SOLD IN COMPLIANCE WITH RULE 904 OF REGULATION SSALE, A NEW CERTIFICATE CERTIFICATE, BEARING NO LEGEND LEGEND, DELIVERY OF WHICH WILL CONSTITUTE “GOOD DELIVERY” MAY BE OBTAINED FROM COMPUTERSHARE TRUST COMPANY OF CANADA, AS REGISTRAR AND TRANSFER AGENT, CANADA UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO COMPUTERSHARE TRUST COMPANY OF CANADA AND THE CORPORATIONTRUST, TO THE EFFECT THAT SUCH THE SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN ACCORDANCE COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT.”; In addition, each certificate representing Common Shares to be overprinted with the foregoing legend must also be overprinted with the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON TSX. provided, that if the legend may be removed from the Warrants in the circumstances described in subsection 2.9(d); and provided, that if, at any time the Corporation is a foreign issuer as defined in Regulation S, the underlying Common Shares Subscription Receipts or Units are being sold outside the United States in compliance accordance with the requirements of Rule 904 of Regulation S under the 1933 Act, and in compliance with local laws and regulationsprovided that the Trust is a “foreign issuer” within the meaning of Regulation S at the time of sale, the legend may be removed by providing a declaration to the Computershare Trust Company of Canada as registrar and transfer agent for the underlying Common Shares agent, as set forth in the form attached as Schedule B "D" hereto (or as the Corporation Trust may prescribe from time to time); and provided, further, that that, if any of the underlying Common Shares such Subscription Receipts and Units are being sold pursuant to under Rule 144 of under the 1933 Act, the legend with respect to such Subscription Receipts and Units may be removed by delivery to the registrar and transfer agent for the underlying Common Shares Computershare Trust Company of Canada of an opinion of counsel, of recognized standing in form and substance reasonably satisfactory to the CorporationTrust, to the effect that such legend is no longer required under applicable requirements of the 1933 Act or state securities lawssecurities.

U.S. Legends. (a) The Trustee acknowledges that the Warrants issued hereunder and the Common Shares issuable upon the exercise of such Warrants have not been and will not be registered under the 1933 Act or any applicable United States state securities laws. Each Warrant Certificate originally issued to a U.S. Person or a person in the United States or transferred to a U.S. Person or a person in the United States Warrantholder, and all certificates representing Common Shares issued upon the exercise of any Warrants pursuant to box B or box C of the exercise form attached to the Warrant Certificate (and each Warrant Certificate or Common Share certificate such Warrants, as well as all certificates issued in exchange therefor thereof or in substitution on transfer thereof) shall be overprinted with , shall, until such time as the same is no longer required under applicable requirements of the 1933 Act and applicable state securities laws, bear a legend substantially to the following legend: effect (the “U.S. Legend”): “THE SECURITIES REPRESENTED HEREBY [for Warrants, include: AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF] HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES 1933 ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THE HOLDER HEREOF, BY PURCHASING SUCH THESE SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION GOLCAP RESOURCES CORP. THAT SUCH SECURITIES MAY BE OFFERED, SOLD SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY ONLY: (A) TO THE CORPORATIONGOLCAP RESOURCES CORP., (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT1933 ACT (“REGULATION S”) AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS, OR (C) IN ACCORDANCE COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES 1933 ACT PROVIDED BY (1) RULE 144A THEREUNDER, IF AVAILABLE, OR (2) RULE 144 THEREUNDER, IF AVAILABLE, AND AND, IN EITHER CASE, IN COMPLIANCE WITH ANY APPLICABLE U.S. STATE SECURITIES LAWS; , OR (D) IN A ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES 1933 ACT OR ANY APPLICABLE U.S. STATE SECURITIES LAWS, ; AND, IN THE CASE OF PARAGRAPH A TRANSFER UNDER CLAUSE (CC)(2) OR (D), AFTER THE SELLER FURNISHES HOLDER HEREOF HAS, PRIOR TO SUCH TRANSFER, FURNISHED TO GOLCAP RESOURCES CORP. (AND THE CORPORATION TRUSTEE OR TRANSFER AGENT) AN OPINION OF COUNSEL OF RECOGNIZED STANDING TO SUCH EFFECT, IN EITHER CASE, REASONABLY SATISFACTORY IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION TO SUCH EFFECTGOLCAP RESOURCES CORP. PROVIDED THAT THE CORPORATION IS A “FOREIGN ISSUER” WITHIN THE MEANING OF REGULATION S AT THE TIME OF SALE AND THESE SECURITIES ARE BEING SOLD IN COMPLIANCE WITH RULE 904 OF REGULATION S, A NEW CERTIFICATE BEARING NO LEGEND MAY BE OBTAINED FROM COMPUTERSHARE TRUST COMPANY OF CANADA, AS REGISTRAR AND TRANSFER AGENT, UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO COMPUTERSHARE TRUST COMPANY OF CANADA AND THE CORPORATION, TO THE EFFECT THAT SUCH SALE IS BEING MADE IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT; In addition, each certificate representing Common Shares to be overprinted with the foregoing legend must also be overprinted with the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF TSX SINCE THEY ARE MAY NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON TSX. STOCK EXCHANGES IN CANADA.” provided, that the legend may be removed from if the Warrants in or the circumstances described in subsection 2.9(d); and provided, that if, at any time the Corporation is a foreign issuer as defined in Regulation S, the underlying Common Shares are being sold in compliance with the requirements of Rule 904 of Regulation S and in compliance with local laws and regulations, the legend may be removed by providing a declaration to the Warrant Agent (or in the case of Common Shares, to the Corporation’s registrar and transfer agent for (the underlying Common Shares “Transfer Agent”)), a declaration in the form attached hereto as Schedule B hereto ”B” (or as the Corporation or the Transfer Agent may prescribe from time to time) together with any other evidence reasonably requested by the Corporation or the Warrant Agent (or the Transfer Agent, as applicable), which evidence may include an opinion of counsel of recognized standing, in form and substance reasonably satisfactory to the Corporation and the Warrant Agent (or the Transfer Agent, as applicable), to the effect that the transfer is being made in compliance with Rule 904 of Regulation S; and provided, further, that that, if any of the underlying Common Shares such securities are being sold pursuant to Rule 144 of under the 1933 ActAct or pursuant to another exemption from registration under the 1933 Act (except Rule 144A), the legend U.S. Legend may be removed by delivery to the registrar and transfer agent for Warrant Agent (or the underlying Common Shares Transfer Agent, as applicable) of an opinion of counsel, counsel of recognized standing standing, in form and substance reasonably satisfactory to the Corporation, to that the effect that such legend U.S. Legend is no longer required under applicable requirements of the 1933 Act or applicable state securities laws. Provided that the Warrant Agent (or the Transfer Agent, as applicable) obtains confirmation from the Corporation that such counsel is satisfactory to it, the Warrant Agent (or the Transfer Agent, as applicable) shall be entitled to rely on such opinion of counsel without further inquiry. (b) The Corporation confirms that as of the date of execution of this agreement it does not have a class of securities registered pursuant to Section 12 of the U.S. Securities Exchange Act of 1934, as amended (the “1934 Act”), or have a reporting obligation pursuant to Section 15(d) of the 1934 Act. The Corporation covenants that in the event that (i) any class of its securities shall become registered pursuant to Section 12 of the 1934 Act, or the Corporation shall incur a reporting obligation pursuant to Section 15(d) of the 1934 Act, or (ii) any such registration or reporting obligation shall be terminated by the Corporation in accordance with the 1934 Act, the Corporation shall promptly deliver to the Warrant Agent an Officers’ Certificate (in a form provided by the Warrant Agent) notifying the Warrant Agent of such registration or termination and such other information as the Warrant Agent may reasonably require at the time. The Corporation acknowledges that the Warrant Agent is relying upon the foregoing representation and covenants in order to meet certain obligations of the United States Securities Exchange Commission (the “SEC”) with respect to those clients who are filing with the SEC.

U.S. Legends. (a) The Trustee Subscription Receipt Agent understands and acknowledges that the Warrants Subscription Receipts and the underlying Common Shares issuable upon conversion of the exercise of such Warrants Subscription Receipts have not been and will not be registered under the 1933 Act U.S. Securities Act. (b) Each Subscription Receipt issued to, or applicable state securities laws. Each Warrant Certificate originally issued to a for the account or benefit of, U.S. Person or a person in the United States or transferred to a Purchasers other than U.S. Person or a person in the United States and QIB Purchasers, as well as all certificates representing Common Shares issued upon the exercise of any Warrants pursuant to box B or box C of the exercise form attached to the Warrant Certificate (and each Warrant Certificate or Common Share certificate Subscription Receipt Certificates issued in exchange therefor or in substitution on transfer thereof) , shall be overprinted with bear the following legend: "THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON CONVERSION 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 HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR SECURITIES REPRESENTED HEREBY AND THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY BE OFFERED, SOLD SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACTACT AND IN COMPLIANCE WITH LOCAL LAWS AND REGULATIONS, OR (C) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE U.S. SECURITIES ACT AND IS AVAILABLE FOR RESALE OF THE SECURITIES, (D) IN ACCORDANCE COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND OR RULE 144A THEREUNDER, IF AVAILABLE, AND, IN EACH CASE, IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS; , OR (DE) IN A ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND, . THE HOLDER FURTHER UNDERSTANDS AND AGREES THAT IN THE CASE EVENT OF PARAGRAPH A TRANSFER PURSUANT TO THE FOREGOING CLAUSE (CD) OR (DE), THE SELLER FURNISHES TO THE CORPORATION AN WILL REQUIRE A LEGAL OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE CORPORATION TO THAT SUCH EFFECT. PROVIDED THAT TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE CORPORATION IS A “FOREIGN ISSUER” WITHIN THE MEANING OF REGULATION S AT THE TIME OF SALE U.S. SECURITIES ACT AND THESE APPLICABLE STATE SECURITIES ARE BEING SOLD IN COMPLIANCE WITH RULE LAWS." provided, that if the Subscription Receipts are being sold outside the United States in compliance with the requirements of Rule 904 OF REGULATION of Regulation S, A NEW CERTIFICATE BEARING NO LEGEND the legend set forth above may be removed by providing an executed declaration to the Subscription Receipt Agent and to the Corporation, in substantially the form set forth as Schedule "B" hereto (or in such other form as the Corporation may prescribe from time to time) and, if requested by the Corporation or the Subscription Receipt Agent, an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Corporation and the Subscription Receipt Agent to the effect that such sale is being made in compliance with Rule 904 of Regulation S; provided further, that if any of the Subscription Receipts are being sold pursuant to Rule 144 under the U.S. Securities Act and in compliance with any applicable state securities laws, the legend may be removed by delivery to the Subscription Receipt Agent of an opinion reasonably satisfactory to the Corporation to the effect that the legend is no longer required under applicable requirements of the U.S. Securities Act or applicable state securities laws. (c) Each Common Share issuable upon conversion of a Subscription Receipt issued in the United States (except those issued to U.S. QIB Purchasers) or to, or for the account or benefit of, U.S. Purchasers other than U.S. QIB Purchasers, as well as all certificates issued in exchange therefor or in substitution thereof, shall bear the following legends: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"), OR ANY STATE SECURITIES LAWS, AND THE SECURITIES REPRESENTED HEREBY MAY BE OBTAINED FROM COMPUTERSHARE TRUST COMPANY OF CANADAOFFERED, AS REGISTRAR AND TRANSFER AGENTSOLD, UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO COMPUTERSHARE TRUST COMPANY OF CANADA AND THE CORPORATION, TO (B) OUTSIDE THE EFFECT THAT SUCH SALE IS BEING MADE UNITED STATES IN ACCORDANCE COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT; In additionACT AND IN COMPLIANCE WITH LOCAL LAWS AND REGULATIONS, each certificate representing Common Shares to be overprinted with the foregoing legend must also be overprinted with the following legend: (C) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE U.S. SECURITIES REPRESENTED ACT AND IS AVAILABLE FOR RESALE OF THE SECURITIES, (D) IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY THIS CERTIFICATE ARE LISTED ON RULE 144 THEREUNDER, IF AVAILABLE, OR RULE 144A THEREUNDER, IF AVAILABLE, AND, IN EACH CASE, IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (E) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE TORONTO STOCK EXCHANGE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS. THE HOLDER FURTHER UNDERSTANDS AND AGREES THAT IN THE EVENT OF A TRANSFER PURSUANT TO THE FOREGOING CLAUSE (“TSX”D) OR (E); HOWEVER, THE SAID 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 CANNOT BE TRADED THROUGH THE FACILITIES OF TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, ACT AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH APPLICABLE STATE SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON TSX. LAWS." provided, that if the legend may be removed from the Warrants in the circumstances described in subsection 2.9(d); and provided, that if, at any time the Corporation is a foreign issuer as defined in Regulation S, the underlying Common Shares are being sold outside the United States in compliance with the requirements of Rule 904 of Regulation S and in compliance with local laws and regulationsS, the legend set forth above may be removed by providing a an executed declaration to the registrar and transfer agent for of the underlying Common Shares Corporation and to the Corporation, as applicable, in substantially the form attached set forth as Schedule B "B" hereto (or in such other form as the Corporation may prescribe from time to time)) and, if requested by the Corporation or the registrar and transfer agent, as applicable, an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Corporation and the registrar and transfer agent, as applicable, to the effect that such sale is being made in compliance with Rule 904 of Regulation S; and provided, provided further, that if any of the underlying Common Shares are being sold pursuant to Rule 144 of under the 1933 ActU.S. Securities Act and in compliance with any applicable state securities laws, the legend may be removed by delivery to the Corporation's registrar and transfer agent for the underlying Common Shares agent, as applicable, of an opinion of counsel, of recognized standing in form and substance reasonably satisfactory to the Corporation, Corporation to the effect that such the legend is no longer required under applicable requirements of the 1933 U.S. Securities Act or applicable state securities laws.

U.S. Legends. The Trustee acknowledges that Neither the Warrants and nor the Common Warrant Shares issuable upon the exercise of such Warrants have not been and or will not be registered under the 1933 U.S. Securities Act or applicable under any United States state securities laws. Each Warrant Certificate originally issued to for the benefit or account of a U.S. Person or Warrantholder that is not a person in Qualified Institutional Buyer (as defined for the United States or transferred to a U.S. Person or a person in the United States and all certificates representing Common Shares issued upon the exercise of any Warrants pursuant to box B or box C purposes of the exercise form attached to the Warrant Certificate (U.S. Securities Act or regulations thereunder), and each Warrant Certificate or Common Share certificate issued in exchange therefor or in substitution on transfer thereof) , shall bear or be overprinted with deemed to bear the following legend: legends or such variations thereof as the Company may prescribe from time to time (the "U.S. Legend"): "THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “"U.S. SECURITIES ACT”"), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH THESE SECURITIES, AGREES FOR THE BENEFIT OF EARTHRENEW INC. (THE CORPORATION "COMPANY") THAT SUCH SECURITIES MAY BE OFFERED, SOLD SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY ONLY: (A) TO THE CORPORATIONCOMPANY, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACTACT ("REGULATION S"), OR (C) IN ACCORDANCE WITH (1) RULE 144A UNDER THE U.S. SECURITIES ACT OR (2) RULE 144 UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, OR (D) PURSUANT TO ANOTHER EXEMPTION OR EXCLUSION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLEACT, AND IN COMPLIANCE EACH CASE, IN ACCORDANCE WITH ANY ALL APPLICABLE STATE SECURITIES LAWS; , AFTER, IN THE CASE OF TRANSFERS PURSUANT TO CLAUSE (C)(2) OR (D) IN (OR IF REQUIRED BY THE COMPANY, OR ITS TRANSFER AGENT, CLAUSE (B)) ABOVE, THE HOLDER HAS PROVIDED TO THE COMPANY A TRANSACTION LEGAL OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT DOES THE SALE OF SUCH SECURITIES IS NOT REQUIRE REGISTRATION REQUIRED TO BE REGISTERED UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND, IN THE CASE OF PARAGRAPH (C) OR (D), THE SELLER FURNISHES TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION TO SUCH EFFECT. PROVIDED THAT THE CORPORATION IS A “FOREIGN ISSUER” WITHIN THE MEANING OF REGULATION S AT THE TIME OF SALE AND THESE SECURITIES ARE BEING SOLD MAY NOT CONSTITUTE “GOOD DELIVERY” IN COMPLIANCE WITH RULE 904 SETTLEMENT OF REGULATION S, TRANSACTIONS ON CANADIAN STOCK EXCHANGES. A NEW CERTIFICATE CERTIFICATE, BEARING NO LEGEND LEGEND, MAY BE OBTAINED FROM COMPUTERSHARE TRUST COMPANY OF CANADA, AS REGISTRAR AND THE COMPANY’S TRANSFER AGENT, AGENT UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO COMPUTERSHARE TRUST COMPANY OF CANADA THE COMPANY’S TRANSFER AGENT AND THE CORPORATIONCOMPANY AND, IF SO REQUIRED BY THE COMPANY’S TRANSFER AGENT OR THE COMPANY, AN OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE TRANSFER AGENT AND/OR THE COMPANY, TO THE EFFECT THAT THE SALE OF SUCH SALE SECURITIES IS BEING MADE NOT REQUIRED TO BE REGISTERED UNDER THE U.S. SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THIS WARRANT MAY NOT BE EXERCISED IN ACCORDANCE WITH RULE 904 THE UNITED STATES OR BY OR ON BEHALF OF, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON UNLESS THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT; In addition." provided that, each certificate representing Common Shares to be overprinted with the foregoing legend must also be overprinted with the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON TSX. provided, that the legend may be removed from the if any Warrants in the circumstances described in subsection 2.9(d); and provided, that if, at any time the Corporation is a foreign issuer as defined in Regulation S, the underlying Common Shares are being sold in compliance accordance with the requirements of Rule 904 of Regulation S and in compliance with local laws and regulationsS, the legend may be removed by providing to the Warrant Agent (i) a declaration to the registrar and transfer agent for the underlying Common Shares in the form Form of Declaration For Removal of Legend attached as to Schedule B hereto A (or as the Corporation Company may prescribe from time to time)) and (ii) if required by the Company or the Warrant Agent, an opinion of counsel, of recognized standing reasonably satisfactory to the Company, or other evidence reasonably satisfactory to the Company, that the proposed transfer may be effected without registration under the U.S. Securities Act or applicable state securities laws; and provided, further, that that, if any of the underlying Common Shares Warrants are being sold pursuant to under Rule 144 of under the 1933 U.S. Securities Act, the legend may be removed by delivery delivering to the registrar and transfer agent for the underlying Common Shares of Warrant Agent, an opinion of counsel, counsel of recognized standing in form and substance reasonably satisfactory to the Corporation, to Company that the effect that such legend is no longer required under applicable requirements of the 1933 U.S. Securities Act or state securities laws. The Warrant Agent shall be entitled to request any other documents that it may require in accordance with its internal policies for the removal of the legend set forth above.

U.S. Legends. (a) The Trustee Subscription Receipt Agent understands and acknowledges that the Warrants Subscription Receipts and the Common Shares and Warrants comprising the Units issuable upon deemed conversion of the exercise of such Warrants Subscription Receipts have not been and will not be registered under the 1933 Act or applicable state securities laws. U.S. Securities Act. (b) Each Warrant Subscription Receipt Certificate originally issued to a an U.S. Person Purchaser, or a person in for the United States account or transferred to a benefit of an U.S. Person or a person in the United States and Purchaser, as well as all certificates representing Common Shares issued upon the exercise of any Warrants pursuant to box B or box C of the exercise form attached to the Warrant Certificate (and each Warrant Certificate or Common Share certificate issued in exchange therefor for or in substitution on transfer thereof) shall be overprinted with of the foregoing securities, will bear a legend to the following legendeffect: “THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING OR OTHERWISE HOLDING SUCH SECURITIES, AGREES FOR THE BENEFIT OF RESPONSE BIOMEDICAL CORP. (THE CORPORATION “COMPANY”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION, COMPANY; (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS OR (C) IN ACCORDANCE WITH PURSUANT TO THE EXEMPTION EXEMPTIONS FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (I) RULE 144 THEREUNDER, IF AVAILABLE OR (II) RULE 144A THEREUNDER, IF AVAILABLE, AND AND, IN COMPLIANCE BOTH CASES, IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS; 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, LAWS OF THE UNITED STATES AND, IN THE CASE OF PARAGRAPH (CC)(I) OR (D), THE SELLER FURNISHES HAS FURNISHED TO THE CORPORATION COMPANY AND THE SUBSCRIPTION RECEIPT AGENT AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION COMPANY AND THE SUBSCRIPTION RECEIPT AGENT TO SUCH EFFECT. PROVIDED THAT EFFECT AND, IN THE CORPORATION IS A “FOREIGN ISSUER” WITHIN THE MEANING CASE OF REGULATION S AT THE TIME OF SALE AND THESE SECURITIES ARE BEING SOLD IN COMPLIANCE WITH RULE 904 OF REGULATION SPARAGRAPH (B), A NEW CERTIFICATE BEARING NO LEGEND MAY BE OBTAINED FROM COMPUTERSHARE TRUST COMPANY DECLARATION IN THE FORM OF CANADA, AS REGISTRAR AND TRANSFER AGENT, UPON SCHEDULE “B” TO THE SUBSCRIPTION RECEIPT AGREEMENT UNDER WHICH THIS SECURITY WAS ISSUED. DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO COMPUTERSHARE TRUST COMPANY OF CANADA AND THE CORPORATION, TO THE EFFECT THAT SUCH SALE IS BEING MADE IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT; In addition, each certificate representing Common Shares to be overprinted with the foregoing legend must also be overprinted with the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF TSX SINCE THEY ARE MAY NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “CONSTITUTE GOOD DELIVERY” DELIVERY IN SETTLEMENT OF TRANSACTIONS ON TSX. provided, that the legend may be removed from the Warrants in the circumstances described in subsection 2.9(d); and provided, that if, at any time the Corporation is a foreign issuer as defined in Regulation S, the underlying Common Shares are being sold in compliance with the requirements of Rule 904 of Regulation S and in compliance with local laws and regulations, the legend may be removed by providing a declaration to the registrar and transfer agent for the underlying Common Shares in the form attached as Schedule B hereto (or as the Corporation may prescribe from time to time); and provided, further, that if any of the underlying Common Shares are being sold pursuant to Rule 144 of the 1933 Act, the legend may be removed by delivery to the registrar and transfer agent for the underlying Common Shares of an opinion of counsel, of recognized standing in form and substance satisfactory to the Corporation, to the effect that such legend is no longer required under applicable requirements of the 1933 Act or state securities lawsSTOCK EXCHANGES IN CANADA.”

U.S. Legends. (a) The Trustee Subscription Receipt Agent acknowledges that that, upon the Warrants original issuance thereof, and until such time as the same is no longer required under applicable requirements of the U.S. Securities Act and state securities laws, the certificates representing the Offered Subscription Receipts originally issued pursuant to Regulation D and the Common Shares and Warrants issuable upon the exercise of such Warrants have not been in respect thereof, and will not be registered under the 1933 Act or applicable state securities laws. Each Warrant Certificate originally issued to a U.S. Person or a person in the United States or transferred to a U.S. Person or a person in the United States and each case, all certificates representing Common Shares issued upon the exercise of any Warrants pursuant to box B or box C of the exercise form attached to the Warrant Certificate (and each Warrant Certificate or Common Share certificate issued in exchange therefor or in substitution thereof, shall bear on transfer thereof) shall be overprinted with the face of such certificates the following legend: legend (in addition to any other legend that may be required under applicable securities laws): "THE SECURITIES REPRESENTED HEREBY [FOR THE WARRANTS AND SUBSCRIPTION RECEIPTS ADD: AND THE SECURITIES DELIVERABLE UPON EXERCISE HEREOF] HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. "SECURITIES ACT”"), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH THESE SECURITIES, AGREES FOR THE BENEFIT OF XXXXX RESOURCES LTD. (THE CORPORATION "CORPORATION") THAT SUCH THESE SECURITIES MAY BE OFFERED, SOLD SOLD, PLEDGED OR OTHERWISE TRANSFERRED TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACTACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, OR (C) IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION (1) RULE 144A UNDER THE U.S. SECURITIES ACT PROVIDED BY ACT, IF AVAILABLE, OR (2) RULE 144 THEREUNDERUNDER THE SECURITIES ACT, IF AVAILABLE, AND IN EACH CASE IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS; , OR (D) IN A ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND, PROVIDED THAT IN THE CASE OF PARAGRAPH TRANSFERS PURSUANT TO (CC)(2) OR (D)) ABOVE, THE SELLER FURNISHES TO THE CORPORATION AN A LEGAL OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION TO SUCH EFFECTMUST FIRST BE PROVIDED. PROVIDED THAT THE CORPORATION IS A “FOREIGN ISSUER” WITHIN THE MEANING OF REGULATION S AT THE TIME OF SALE AND THESE SECURITIES ARE BEING SOLD IN COMPLIANCE WITH RULE 904 OF REGULATION S, A NEW CERTIFICATE BEARING NO LEGEND MAY BE OBTAINED FROM COMPUTERSHARE TRUST COMPANY OF CANADA, AS REGISTRAR AND TRANSFER AGENT, UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO COMPUTERSHARE TRUST COMPANY OF CANADA AND THE CORPORATION, TO THE EFFECT THAT SUCH SALE IS BEING MADE IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT; In addition, each certificate representing Common Shares to be overprinted with the foregoing legend must also be overprinted with the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF TSX SINCE THEY ARE MAY NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “CONSTITUTE "GOOD DELIVERY” " IN SETTLEMENT OF TRANSACTIONS ON TSX. CANADIAN STOCK EXCHANGES." [if a Warrant: “THIS WARRANT MAY NOT BE EXERCISED BY OR ON BEHALF OF, OR FOR THE ACCOUNT OR BENEFIT OF, A PERSON IN THE UNITED STATES OR A U.S. PERSON UNLESS THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE.”] provided, that if such Subscription Receipts or the legend may be removed from the Warrants in the circumstances described in subsection 2.9(d); and provided, that if, at any time the Corporation is a foreign issuer as defined in Regulation S, the underlying Common Shares and Warrants issuable pursuant thereto are being sold transferred in compliance with the requirements of Rule 904 of Regulation S and in compliance with local laws and regulationsunder the U.S. Securities Act, the Subscription Receipts or the Common Shares and Warrants issuable pursuant thereto, may, subject to the expiry of any hold or restricted period under Canadian securities laws, be transferred into an unrestricted CUSIP/ISIN number or, if applicable, the above legend may be removed by providing a declaration to the registrar and transfer agent for the underlying Common Shares in applicable securities to the form attached as Schedule B hereto following effect (or as the Corporation may prescribe from time to time); and provided, further, that if ) (together with any of other evidence required by the underlying Common Shares are being sold pursuant to Rule 144 of the 1933 Act, the legend may be removed by delivery to the registrar and transfer agent for the underlying Common Shares of applicable securities, which may, without limitation, include an opinion of counsel, 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 1933 U.S. Securities Act): "The undersigned (A) acknowledges that the sale of securities of Xxxxx Resources Ltd. to which this declaration relates, represented by certificate no. , is being made in reliance on Rule 904 of Regulation S ("Regulation S") under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and (B) certifies that (1) it is not an "affiliate" (as defined in Rule 405 under the Securities Act) of Xxxxx Resources Ltd., (2) the offer of such securities was not made to a person in the United States and either (a) at the time the transfer or buy order was originated, the transferee or buyer was outside the United States, or the seller or transferor and any person acting on its behalf reasonably believed that the transferee or buyer was outside the United States or (b) the transaction was executed on or through the facilities of the TSX Venture Exchange, the Toronto Stock Exchange or any other designated offshore securities market, and neither the seller or transferor nor any person acting on its behalf knows that the transaction has been prearranged with a buyer or transferee in the United States, (3) neither the seller nor any person acting on its 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 that term is defined in Rule 144(a)(3) under the 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, is part of a plan or scheme to evade the registration requirements of the Securities Act. Terms used herein have the meanings given to them by Regulation S.", and the Corporation shall use its reasonable best efforts to cause the Subscription Receipt Agent or the registrar and transfer agent for the Common Shares or the warrant agent of the Warrants to remove the foregoing legend or transfer to an unrestricted CUSIP/ISIN number, as applicable, within five (5) Business Days of receipt of the foregoing, as applicable. (b) Notwithstanding anything to the contrary contained herein, no transfer of: (i) Subscription Receipts; or (ii) Common Shares and Warrants issuable in respect of such Subscription Receipts, in either case that bears the legend set forth above, is to be made except in accordance with the requirements of such legend, applicable securities laws and, in the case of Subscription Receipts, subsections 2.15(e) and 2.15(f). In particular, such Subscription Receipts and Common Shares and Warrants issuable in respect of such Subscription Receipts may be offered, sold, pledged or otherwise transferred only pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws.

U.S. Legends. The Trustee Holder acknowledges and agrees that the Warrants and the Common Warrant Shares issuable acquired upon the exercise of this Warrant, if not registered, will have restrictions upon resale imposed by state and federal securities laws and that certificates evidencing the Warrant Shares shall bear a restrictive legend, substantially in the following form (in addition to such Warrants have not been and will not be registered other restrictive legends as are required or deemed advisable under the 1933 Act provisions of this Warrant, any applicable law or applicable state securities laws. Each Warrant Certificate originally issued regulation or any other agreement to which Holder is a U.S. Person or a person in the United States or transferred to a U.S. Person or a person in the United States and all certificates representing Common Shares issued upon the exercise of any Warrants pursuant to box B or box C of the exercise form attached to the Warrant Certificate (and each Warrant Certificate or Common Share certificate issued in exchange therefor or in substitution on transfer thereof) shall be overprinted with the following legend: party): “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIESAND MAY NOT BE SOLD, AGREES OFFERED FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFEREDSALE, SOLD PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED ONLY UNLESS (A) TO THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE CORPORATION, ACT COVERING SUCH SECURITIES OR (B) OUTSIDE SUCH TRANSFER MAY OTHERWISE BE MADE IN COMPLIANCE WITH THE UNITED STATES IN ACCORDANCE WITH RULE 904 PROVISIONS OF REGULATION S UNDER PROMULGATED PURSUANT TO THE U.S. SECURITIES ACT, OR (C) IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDERAND, IF AVAILABLEREQUESTED BY THE COMPANY, AND IN SUCH COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS; OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND, IN THE CASE OF PARAGRAPH (C) OR (D), THE SELLER FURNISHES TO THE CORPORATION IS CONFIRMED BY AN OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER ASSURANCES, IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION COMPANY, OR (C) THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER ASSURANCES, SATISFACTORY IN FORM AND CONTENT TO THE COMPANY OR ITS COUNSEL, INDICATING THAT SUCH EFFECTSALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT. PROVIDED THAT THE CORPORATION IS A “FOREIGN ISSUER” WITHIN THE MEANING OF REGULATION S AT THE TIME OF SALE AND IN ADDITION, NO HEDGING TRANSACTIONS INVOLVING THESE SECURITIES ARE BEING SOLD MAY BE CONDUCTED UNLESS IN COMPLIANCE WITH RULE 904 OF REGULATION S, A NEW CERTIFICATE BEARING NO LEGEND MAY BE OBTAINED FROM COMPUTERSHARE TRUST COMPANY OF CANADA, AS REGISTRAR AND TRANSFER AGENT, UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO COMPUTERSHARE TRUST COMPANY OF CANADA AND THE CORPORATION, TO THE EFFECT THAT SUCH SALE IS BEING MADE IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT; In addition, each certificate representing Common Shares to be overprinted with the foregoing legend must also be overprinted with the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX.”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON TSX. provided, that the legend may be removed from the Warrants in the circumstances described in subsection 2.9(d); and provided, that if, at any time the Corporation is a foreign issuer as defined in Regulation S, the underlying Common Shares are being sold in compliance with the requirements of Rule 904 of Regulation S and in compliance with local laws and regulations, the legend may be removed by providing a declaration to the registrar and transfer agent for the underlying Common Shares in the form attached as Schedule B hereto (or as the Corporation may prescribe from time to time); and provided, further, that if any of the underlying Common Shares are being sold pursuant to Rule 144 of the 1933 Act, the legend may be removed by delivery to the registrar and transfer agent for the underlying Common Shares of an opinion of counsel, of recognized standing in form and substance satisfactory to the Corporation, to the effect that such legend is no longer required under applicable requirements of the 1933 Act or state securities laws.

U.S. Legends. The Trustee acknowledges that If the Warrants and Subscription Receipt Certificate representing the Common Shares issuable upon Subscription Receipts converted in accordance with this article four bears the exercise of such Warrants have not been and will not be registered under the 1933 Act or applicable state securities laws. Each Warrant Certificate originally issued to a U.S. Person or a person legends set forth in the United States or transferred to a U.S. Person or a person in the United States and all certificates subsection 2.03(c) hereof, then any certificate representing Common Unit Shares issued upon the exercise of conversion thereof shall bear, in addition to any Warrants pursuant to box B or box C of the exercise form attached to the Warrant Certificate (and each Warrant Certificate or Common Share certificate issued in exchange therefor or in substitution on transfer thereoflegends required by subsection 4.05(a) shall be overprinted with hereof, the following legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH THESE SECURITIES MAY BE OFFERED, SOLD SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATIONCOMPANY, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, OR (C) WITHIN THE UNITED STATES, IN ACCORDANCE COMPLIANCE WITH (i) THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS; , OR (Dii) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR AND ANY APPLICABLE STATE SECURITIES LAWS, ANDPROVIDED THAT, IN THE CASE OF PARAGRAPH TRANSFERS PURSUANT TO (CC)(i) OR (D)c)(ii) ABOVE, THE SELLER FURNISHES HOLDER HAS, PRIOR TO SUCH TRANSFER, FURNISHED TO THE CORPORATION COMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE OF RECOGNIZED STANDING EXEMPTION, IN FORM AND SUBSTANCE EITHER CASE REASONABLY SATISFACTORY TO THE CORPORATION TO SUCH EFFECTCOMPANY. PROVIDED THAT THE CORPORATION IS A “FOREIGN ISSUER” WITHIN THE MEANING OF REGULATION S AT THE TIME OF SALE AND THESE SECURITIES ARE BEING SOLD IN COMPLIANCE WITH RULE 904 OF REGULATION S, A NEW CERTIFICATE BEARING NO LEGEND MAY BE OBTAINED FROM COMPUTERSHARE TRUST COMPANY OF CANADA, AS REGISTRAR AND TRANSFER AGENT, UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO COMPUTERSHARE TRUST COMPANY OF CANADA AND THE CORPORATION, TO THE EFFECT THAT SUCH SALE IS BEING MADE IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT; In addition, each certificate representing Common Shares to be overprinted with the foregoing legend must also be overprinted with the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF TSX SINCE THEY ARE MAY NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON TSX. provided, that the legend may be removed from the Warrants in the circumstances described in subsection 2.9(d); and provided, that if, at any time the Corporation is a foreign issuer as defined in Regulation S, the underlying Common Shares are being sold in compliance with the requirements of Rule 904 of Regulation S and in compliance with local laws and regulations, the legend may be removed by providing a declaration to the registrar and transfer agent for the underlying Common Shares in the form attached as Schedule B hereto (or as the Corporation may prescribe from time to time); and provided, further, that if any of the underlying Common Shares are being sold pursuant to Rule 144 of the 1933 Act, the legend may be removed by delivery to the registrar and transfer agent for the underlying Common Shares of an opinion of counsel, of recognized standing in form and substance satisfactory to the Corporation, to the effect that such legend is no longer required under applicable requirements of the 1933 Act or state securities lawsSTOCK EXCHANGES IN CANADA.”

U.S. Legends. The Trustee acknowledges that Each Underlying Security issued as a definitive certificate to a U.S. Purchaser, and each Underlying Security issued as a definitive certificate in exchange therefor, in substitution or transfer thereof, for so long as required by the Warrants and the Common Shares issuable upon the exercise of such Warrants have not been and will not be registered under the 1933 U.S. Securities Act or applicable state securities laws. Each Warrant Certificate originally issued to a U.S. Person or a person in the United States or transferred to a U.S. Person or a person in the United States and all certificates representing Common Shares issued upon the exercise of any Warrants pursuant to box B or box C of the exercise form attached to the Warrant Certificate (and each Warrant Certificate or Common Share certificate issued in exchange therefor or in substitution on transfer thereof) , shall be overprinted with bear the following legend: “THE SECURITIES REPRESENTED HEREBY [FOR WARRANTS INCLUDE: AND THE SECURITIES ISSUABLE 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 “CORPORATION”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, OR IF AVAILABLE AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, IF AVAILABLE, (C) IN ACCORDANCE WITH PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (I) RULE 144 THEREUNDER, IF AVAILABLE, AND OR (2) RULE 144A THEREUNDER, IF AVAILABLE, AND, IN EACH CASE, IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS; 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, AND, LAWS AND IN THE CASE OF PARAGRAPH (CC)(1) OR AND (D)) ABOVEIF REQUIRED OR OTHERWISE REQUESTED BY THE CORPORATION, THE SELLER FURNISHES TO THE CORPORATION AND COMPUTERSHARE TRUST COMPANY OF CANADA AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION TO SUCH EFFECT. PROVIDED THAT THE CORPORATION IS A “FOREIGN ISSUER” WITHIN THE MEANING OF REGULATION S AT THE TIME OF SALE AND THESE SECURITIES ARE BEING SOLD IN COMPLIANCE WITH RULE 904 OF REGULATION S, A NEW CERTIFICATE BEARING NO LEGEND MAY BE OBTAINED FROM COMPUTERSHARE TRUST COMPANY OF CANADA, AS REGISTRAR AND TRANSFER AGENT, UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO COMPUTERSHARE TRUST COMPANY OF CANADA AND THE CORPORATION, TO THE EFFECT THAT SUCH SALE TRANSFER IS BEING MADE IN ACCORDANCE WITH RULE 904 OF REGULATION S EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT; In addition, each certificate representing Common Shares to be overprinted with the foregoing legend must also be overprinted with the following legend: THE ACT AND APPLICABLE STATE SECURITIES REPRESENTED BY LAWS. [FOR CERTIFICATES EVIDENCING COMMON SHARES ADD:] DELIVERY OF THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF TSX SINCE THEY ARE MAY NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON TSX. providedSTOCK EXCHANGES IN CANADA.” Each Underlying Warrant issued as a definitive certificate to a U.S. Purchaser, that and each Underlying Warrant issued as a definitive certificate in exchange therefor in substitution or transfer thereof, for so long as required by the legend may be removed from the Warrants in the circumstances described in subsection 2.9(d); and provided, that if, at any time the Corporation is a foreign issuer as defined in Regulation S, the underlying Common Shares are being sold in compliance with the requirements of Rule 904 of Regulation S and in compliance with local laws and regulations, the legend may be removed by providing a declaration to the registrar and transfer agent for the underlying Common Shares in the form attached as Schedule B hereto (or as the Corporation may prescribe from time to time); and provided, further, that if any of the underlying Common Shares are being sold pursuant to Rule 144 of the 1933 Act, the legend may be removed by delivery to the registrar and transfer agent for the underlying Common Shares of an opinion of counsel, of recognized standing in form and substance satisfactory to the Corporation, to the effect that such legend is no longer required under applicable requirements of the 1933 U.S. Securities Act or applicable state securities laws, shall also bear the following legend: “THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE 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 THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THESE SECURITIES MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON OR A PERSON IN THE UNITED STATES UNLESS THESE SECURITIES AND THE UNDERLYING SECURITIES HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT.”

U.S. Legends. The Trustee Subscription Receipt Agent acknowledges and understands that the Warrants Subscription Receipts and the Common Shares issuable upon conversion of the exercise of such Warrants Subscription Receipts have not been and will not be registered under the 1933 Act and may be transferred only pursuant to a registration statement under the 1933 Act or an exemption from the registration requirement of the 1933 Act and applicable state securities laws, and understands and acknowledges that upon the original issuance thereof, and until such time as the same is no longer required under applicable requirements of the 1933 Act or applicable state securities laws. Each Warrant Certificate , certificates representing the Subscription Receipts originally issued to a U.S. Person or a person in the United States or transferred to a U.S. Person or a person in the United States and all certificates representing Common Shares issued upon the exercise conversion of any Warrants pursuant to box B or box C of the exercise form attached to the Warrant Certificate (such Subscription Receipts and each Warrant Certificate or Common Share certificate all certificates issued in exchange therefor or in substitution on transfer thereof) , shall be overprinted with bear the following legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THE HOLDER HEREOF, BY PURCHASING AND AS SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY NOT BE OFFERED, SOLD SOLD, OR OTHERWISE TRANSFERRED ONLY TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS (AI) PURSUANT TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S A REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACTACT IN EFFECT WITH RESPECT TO SUCH SECURITIES, OR (CII) IN ACCORDANCE WITH THE ISSUER OF SUCH SECURITIES SHALL RECEIVE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED BY VIRTUE OF RULE 144 UNDER THE U.S. SECURITIES ACT OR ANOTHER AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS; OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND, IN THE CASE OF PARAGRAPH (C) OR (D), THE SELLER FURNISHES TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION TO SUCH EFFECT. PROVIDED THAT THE CORPORATION IS A “FOREIGN ISSUERACT.” WITHIN THE MEANING OF REGULATION S AT THE TIME OF SALE AND THESE SECURITIES ARE BEING SOLD IN COMPLIANCE WITH RULE 904 OF REGULATION S, A NEW CERTIFICATE BEARING NO LEGEND MAY BE OBTAINED FROM COMPUTERSHARE TRUST COMPANY OF CANADA, AS REGISTRAR AND TRANSFER AGENT, UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO COMPUTERSHARE TRUST COMPANY OF CANADA AND THE CORPORATION, TO THE EFFECT THAT SUCH SALE IS BEING MADE IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT; In addition, each certificate representing and in the case of Common Shares issued on conversion of the Subscription Receipts on a date that is prior to be overprinted with four months and a day after the foregoing legend must original distribution of the Subscription Receipts, also be overprinted with the following legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF THE TSX SINCE THEY ARE NOT FREELY TRANSFERABLETRADEABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON TSX. provided.” Notwithstanding the foregoing, that if a final receipt for a prospectus has been obtained or a prospectus supplement to qualify the legend may be removed from the Warrants in the circumstances described in subsection 2.9(d); and provided, that if, at any time the Corporation is a foreign issuer as defined in Regulation S, the underlying Common Shares are being sold in compliance with the requirements distribution of Rule 904 of Regulation S and in compliance with local laws and regulations, the legend may be removed by providing a declaration to the registrar and transfer agent for the underlying such Common Shares in the form attached as Schedule B hereto (or as the Corporation may prescribe from time to time); and providedProvinces of Canada has been filed, further, that if any of the underlying such Common Shares are being sold pursuant to Rule 144 of will not bear the 1933 Act, the latter legend may be removed by delivery to the registrar and transfer agent for the underlying Common Shares of an opinion of counsel, of recognized standing described in form and substance satisfactory to the Corporation, to the effect that such legend is no longer required under applicable requirements of the 1933 Act or state securities lawsthis Section 2.14.

U.S. Legends. The Trustee Subscription Receipt Agent acknowledges and understands that the Warrants Subscription Receipts and the Common Shares issuable upon exchange of the exercise of such Warrants Subscription Receipts have not been and will not be registered under the 1933 Act and may be transferred only pursuant to an exemption from the registration requirement of the 1933 Act and applicable state securities laws, and understands and acknowledges that upon the original issuance thereof, and until such time as the same is no longer required under applicable requirements of the 1933 Act or applicable state securities laws. Each Warrant Certificate , certificates representing the Subscription Receipts originally issued to a U.S. Person or a person in the United States or transferred to a U.S. Person or a person in the United States and all certificates representing Common Shares issued upon the exercise exchange of any Warrants pursuant to box B or box C of the exercise form attached to the Warrant Certificate (such Subscription Receipts and each Warrant Certificate or Common Share certificate all certificates issued in exchange therefor or in substitution on transfer thereof) , shall be overprinted with bear the following legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH THESE SECURITIES, AGREES FOR THE BENEFIT OF GRAN TIERRA ENERGY INC. (THE CORPORATION “COMPANY”) THAT SUCH THESE SECURITIES MAY BE OFFERED, SOLD SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATIONCOMPANY, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S (“REGULATION S”) UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE CANADIAN LOCAL LAWS AND REGULATIONS, (C) IN ACCORDANCE WITH (1) RULE 144A UNDER THE U.S. SECURITIES ACT, IF AVAILABLE OR (C2) IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION RULE 144 UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDERACT, IF AVAILABLE, AND AND, IN EACH CASE, IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS; LAWS OF THE UNITED STATES, OR (D) IN A ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND, LAWS OF THE UNITED STATES AFTER (I) IN THE CASE OF PARAGRAPH TRANSFERS PURSUANT TO (CB) ABOVE, PROVIDING A DECLARATION TO [TRUSTEE], TOGETHER WITH ANY OTHER EVIDENCE, WHICH MAY INCLUDE A LEGAL OPINION, REQUIRED BY [TRUSTEE], AND (II) IN THE CASE OF TRANSFERS PURSUANT TO (C)(2) OR (D)) ABOVE, THE SELLER FURNISHES TO THE CORPORATION AN PROVIDING A LEGAL OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION TO SUCH EFFECTCOMPANY. PROVIDED THAT THE CORPORATION IS A “FOREIGN ISSUER” WITHIN THE MEANING OF REGULATION S AT THE TIME OF SALE AND THESE SECURITIES ARE BEING SOLD IN COMPLIANCE WITH RULE 904 OF REGULATION S, A NEW CERTIFICATE BEARING NO LEGEND MAY BE OBTAINED FROM COMPUTERSHARE TRUST COMPANY OF CANADA, AS REGISTRAR AND TRANSFER AGENT, UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO COMPUTERSHARE TRUST COMPANY OF CANADA AND THE CORPORATION, TO THE EFFECT THAT SUCH SALE IS BEING MADE IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT; In addition, each certificate representing Common Shares to be overprinted with the foregoing legend must also be overprinted with the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF TSX SINCE THEY ARE MAY NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON TSX. providedSTOCK EXCHANGES IN CANADA.” provided that, that if the legend may be removed from the Warrants in the circumstances described in subsection 2.9(d); and provided, that if, at any time the Corporation is a foreign issuer as defined in Regulation S, the underlying Subscription Receipts or Common Shares issuable upon exchange of the Subscription Receipts are being sold in compliance with the requirements of Rule 904 of Regulation S under the 1933 Act and in compliance with applicable local laws and regulationsregulations at a time when the Corporation is a “foreign issuer” as defined in Rule 902 of Regulation S under the 1933 Act, the legend may be removed by providing a declaration to the Corporation and [Trustee], as registrar and transfer agent for agent, in such form as [Trustee] or the underlying Common Shares Corporation may from time to time prescribe, substantially in the form attached set forth in Schedule 2.15 (together with such other evidence of exemption as Schedule B hereto ([Trustee] or as the Corporation may prescribe from time to timetime prescribe, which may include an opinion of counsel in form and substance reasonably satisfactory to the Corporation); and providedprovided further that, further, that if any such Subscription Receipts or Common Shares issuable upon exchange of the underlying Common Shares Subscription Receipts are being sold pursuant to under Rule 144 of or in another transaction that does not require registration under the 1933 ActAct and in compliance with applicable state securities laws, the legend may be removed by delivery to the Corporation and [Trustee], as registrar and transfer agent for the underlying Common Shares agent, of an opinion of counsel, of recognized standing in form and substance counsel reasonably satisfactory to the Corporation, Corporation to the effect that such legend is no longer required under applicable requirements of the 1933 Act or applicable state securities laws.

U.S. Legends. (a) The Trustee understands and acknowledges that the Special Warrants and the Common Shares and Purchase Warrants issuable upon the exercise of such the Special Warrants have not been and will not be registered under the 1933 Act or applicable state securities laws. U.S. Securities Act. (b) Each Warrant Certificate originally issued to a U.S. Person or a person in the United States or transferred to a U.S. Person or a person in the United States and all certificates representing Common Shares issued upon the exercise of any Warrants pursuant to box B or box C of the exercise form attached to the Warrant Certificate (States, and each Warrant Certificate or Common Share certificate issued in exchange therefor or in substitution on transfer thereof) , shall be overprinted with bear the following legend: "THE SECURITIES REPRESENTED HEREBY 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 PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, OR (C) IN ACCORDANCE WITH PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS; OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND, IN THE CASE OF PARAGRAPH (C) OR (D), THE SELLER FURNISHES TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE COMPLIANCE WITH CERTAIN OTHER PROCEDURES SATISFACTORY TO THE CORPORATION TO SUCH EFFECTCORPORATION. PROVIDED THAT THE CORPORATION IS A “FOREIGN ISSUER” WITHIN THE MEANING DELIVERY OF REGULATION S AT THE TIME HIS CERTIFICATE MAY NOT CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF SALE AND THESE SECURITIES ARE BEING SOLD TRANSACTIONS ON STOCK EXCHANGES IN COMPLIANCE WITH RULE 904 OF REGULATION S, CANADA. A NEW CERTIFICATE CERTIFICATE, BEARING NO LEGEND LEGEND, DELIVERY OF WHICH WILL CONSTITUTE "GOOD DELIVERY", MAY BE OBTAINED FROM COMPUTERSHARE MONTREAL TRUST COMPANY OF CANADA, AS REGISTRAR AND TRANSFER AGENT, CANADA UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO COMPUTERSHARE MONTREAL TRUST COMPANY OF CANADA AND THE CORPORATION, TO THE EFFECT THAT SUCH THE SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN ACCORDANCE COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT; In addition", each certificate representing Common Shares to be overprinted with the foregoing legend must also be overprinted with the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON TSX. provided, that if the legend may be removed from the Special Warrants in the circumstances described in subsection 2.9(d); and provided, that if, at any time the Corporation is a foreign issuer as defined in Regulation S, the underlying or Common Shares issuable upon exercise of Special Warrants or Common Shares issuable upon exercise of Purchase Warrants are being sold in compliance accordance with the requirements of Rule 904 of Regulation S and in compliance with local laws and regulationsunder the U.S. Securities Act, the legend may be removed by providing if the holder provides a declaration to the registrar and transfer agent for Trustee to the underlying Common Shares in the form attached as Schedule B hereto following effect (or as the Corporation may prescribe from time to time); ): "The undersigned (a) acknowledges that the sale of the securities of Infowave Software, Inc. (the "Corporation") to which this declaration relates is being made in reliance upon Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and provided(b) certifies that (1) the undersigned is not an "affiliate" (as defined in Rule 405 under the U.S. Securities Act) of the Corporation as defined in the U.S. Securities Act, further(2) the offer of such securities was not made to a person in the United States and either (i) 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 believe that if the buyer was outside the United States or (ii) the transaction was executed on or through the facilities of the Vancouver Stock Exchange 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 underlying Common Shares are being sold pursuant United States in connection with the offer and sale of such securities. Terms used herein have the meanings given to Rule 144 of the 1933 Act, the legend may be removed them by delivery to the registrar and transfer agent for the underlying Common Shares of an opinion of counsel, of recognized standing in form and substance satisfactory to the Corporation, to the effect that such legend is no longer required under applicable requirements of the 1933 Act or state securities laws.Regulation S.";

U.S. Legends. The Trustee acknowledges that share certificates representing the Warrants Series A Preferred Shares and the book-entry accounts maintained by the Company's transfer agent representing the Purchased Common Shares issuable upon and the exercise Conversion Shares, except as set forth below, shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of such Warrants have not been and will not be registered under the 1933 Act or applicable state securities laws. Each Warrant Certificate originally issued to a U.S. Person or a person in the United States or transferred to a U.S. Person or a person in the United States and all certificates representing Common Shares issued upon the exercise of any Warrants pursuant to box B or box C of the exercise form attached to the Warrant Certificate (and each Warrant Certificate or Common Share certificate issued in exchange therefor or in substitution on transfer thereof) shall be overprinted with the following Securities bearing such legend: ): [NEITHER THE ISSUANCE AND SALE OF THESE SECURITIES NOR THE SECURITIES REPRESENTED HEREBY INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN][THESE SECURITIES HAVE NOT BEEN BEEN] REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACTAMENDED, OR (C) IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS; . THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (DB) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND, IN THE CASE OF PARAGRAPH (C) OR (D), THE SELLER FURNISHES TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM SELECTED BY THE HOLDER AND SUBSTANCE SATISFACTORY REASONABLY ACCEPTABLE TO THE CORPORATION TO SUCH EFFECT. PROVIDED THAT THE CORPORATION IS A “FOREIGN ISSUER” WITHIN THE MEANING OF REGULATION S AT THE TIME OF SALE AND THESE SECURITIES ARE BEING SOLD IN COMPLIANCE WITH RULE 904 OF REGULATION S, A NEW CERTIFICATE BEARING NO LEGEND MAY BE OBTAINED FROM COMPUTERSHARE TRUST COMPANY OF CANADA, AS REGISTRAR AND TRANSFER AGENT, UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATIONCOMPANY, IN A FORM SATISFACTORY REASONABLY ACCEPTABLE TO COMPUTERSHARE TRUST COMPANY OF CANADA THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT AND THE CORPORATION, SELLER PROVIDES REASONABLE ASSURANCE THAT THE SECURITIES CAN BE SOLD PURSUANT TO SUCH RULE. THE SECURITIES ARE FURTHER SUBJECT TO THE EFFECT THAT SUCH SALE IS BEING MADE RESTRICTIONS SET FORTH IN ACCORDANCE WITH RULE 904 SECTION 5 OF REGULATION S UNDER THE U.S. SECURITIES ACT; In addition, each certificate representing Common Shares to be overprinted with the foregoing legend must also be overprinted with the following legend: THE SECURITIES REPRESENTED PURCHASE AGREEMENT, DATED JANUARY 22, 2023, BY THIS CERTIFICATE ARE AND AMONG THE COMPANY AND THE INVESTORS LISTED ON THE TORONTO STOCK EXCHANGE SCHEDULE OF BUYERS ATTACHED THERETO (“TSX”THE "SECURITIES PURCHASE AGREEMENT"); HOWEVER. [NOTWITHSTANDING THE FOREGOING, BUT SUBJECT TO SECTION 4(G) OF THE SECURITIES PURCHASE AGREEMENT, THE SAID SECURITIES CANNOT MAY BE TRADED THROUGH PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE FACILITIES OF TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON TSX. provided, that the SECURITIES.] The legend may set forth above shall be removed from and the Warrants Company shall issue to the holder of such Securities by electronic delivery at, (x) if eligible and requested by the holder, the applicable balance account at The Depository Trust Company, or (y) on the books of the Company or its transfer agent, if in the circumstances described case of each of (x) and (y) (i) such Securities are sold or otherwise transferred pursuant to an effective registration statement under the 1933 Act and in subsection 2.9(d); and provided, that if, at any time the Corporation is a foreign issuer as defined in Regulation S, the underlying Common Shares are being sold in compliance accordance with the requirements plan of Rule 904 of Regulation S and distribution contained therein, or (ii) in compliance connection with local laws and regulationsa sale, assignment or other transfer, such holder provides the legend may be removed by providing a declaration to the registrar and transfer agent for the underlying Common Shares in the form attached as Schedule B hereto (or as the Corporation may prescribe from time to time); and provided, further, that if any of the underlying Common Shares are being sold pursuant to Rule 144 of the 1933 Act, the legend may be removed by delivery to the registrar and transfer agent for the underlying Common Shares of Company with an opinion of counsel, of recognized standing in form and substance satisfactory counsel reasonably acceptable to the CorporationCompany, to the effect that such legend is no longer required sale, assignment or transfer of the Securities may be made without registration under applicable the requirements of applicable securities laws, including the 1933 Act Act. The Company shall use its commercially reasonable efforts to cause its transfer agent to remove the legend set forth above in connection with such sale, assignment or state securities lawsother transfer within two (2) trading days of the date on which it receives a request from such holder to remove such legend, provided that the Company, its transfer agent and such counsel shall have received a letter of representations in customary form from such holder.

U.S. Legends. The Trustee Escrow Agent acknowledges and understands that the Warrants Subscription Receipts and the Common Shares issuable upon the exercise of such Warrants Units have not been and will not be registered under the 1933 Act, understands and acknowledges that upon the original issuance thereof, and until such time as the same is no longer required under applicable requirements of the 1933 Act or applicable state securities laws. Each Warrant Certificate , certificates representing the Subscription Receipts and Units originally issued to a U.S. Person or a person in the United States or transferred to a “U.S. Person or a person person”, as such term is defined in the United States 1933 Act, and all certificates representing Common Shares issued upon the exercise of any Warrants pursuant to box B or box C of the exercise form attached to the Warrant Certificate (and each Warrant Certificate or Common Share certificate issued in exchange therefor or in substitution on transfer thereof) , shall be overprinted with the following legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF STARPOINT ENERGY TRUST (THE CORPORATION “TRUST”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATIONTRUST, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACTACT AND IN COMPLIANCE WITH LOCAL LAWS AND REGULATIONS, OR (C) IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION RULE 144A UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLEACT, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS; 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, AND, IN THE CASE OF PARAGRAPH (C) OR (D), THE SELLER FURNISHES AFTER IT HAS FURNISHED TO THE CORPORATION TRUST AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE CORPORATION TRUST TO SUCH THAT EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. PROVIDED THAT THE CORPORATION TRUST IS A “FOREIGN ISSUER” WITHIN THE MEANING OF REGULATION S AT THE TIME OF SALE AND THESE SECURITIES ARE BEING SOLD IN COMPLIANCE WITH RULE 904 OF REGULATION SSALE, A NEW CERTIFICATE CERTIFICATE, BEARING NO LEGEND LEGEND, DELIVERY OF WHICH WILL CONSTITUTE “GOOD DELIVERY” MAY BE OBTAINED FROM COMPUTERSHARE OLYMPIA TRUST COMPANY OF CANADA, AS REGISTRAR AND TRANSFER AGENT, UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO COMPUTERSHARE OLYMPIA TRUST COMPANY OF CANADA AND THE CORPORATIONTRUST, TO THE EFFECT THAT SUCH THE SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN ACCORDANCE COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT.”; In addition, each certificate representing Common Shares to be overprinted with the foregoing legend must also be overprinted with the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON TSX. provided, that if the legend may be removed from the Warrants in the circumstances described in subsection 2.9(d); and provided, that if, at any time the Corporation is a foreign issuer as defined in Regulation S, the underlying Common Shares Subscription Receipts or Units are being sold outside the United States in compliance accordance with the requirements of Rule 904 of Regulation S under the 1933 Act, and in compliance with local laws and regulationsprovided that the Trust is a “foreign issuer” within the meaning of Regulation S at the time of sale, the legend may be removed by providing a declaration to the Olympia Trust Company as registrar and transfer agent for the underlying Common Shares agent, as set forth in the form attached as Schedule B “D” hereto (or as the Corporation Trust may prescribe from time to time); and provided, further, that that, if any of the underlying Common Shares such Subscription Receipts and Units are being sold pursuant to under Rule 144 of under the 1933 Act, the legend with respect to such Subscription Receipts and Units may be removed by delivery to the registrar and transfer agent for the underlying Common Shares Olympia Trust Company of an opinion of counsel, of recognized standing in form and substance reasonably satisfactory to the CorporationTrust, to the effect that such legend is no longer required under applicable requirements of the 1933 Act or state securities laws.

U.S. Legends. (i) The Trustee acknowledges that the Warrants and Subscription Receipts, the Common Shares issuable upon and the exercise of such Warrants Resulting Issuer Shares have not been and will not be registered under the 1933 U.S. Securities Act or registered or qualified under applicable state securities laws. . (ii) Each Warrant Certificate originally issued to a U.S. Person or a person in the United States or transferred to a U.S. Person or a person in the United States and Subscription Receipt Certificate, all certificates representing Common Shares issued upon the exercise of any Warrants pursuant to box B the automatic exchange of Subscription Receipts evidenced by such U.S. Subscription Receipt Certificates, and all certificates representing Resulting Issuer Shares issued in exchange for a Common Share or box C of a Subscription Receipt evidenced by a certificate that includes the exercise form attached to the Warrant Certificate following legend (and each Warrant Certificate or U.S. Subscription Receipt Certificate, Common Share certificate or Resulting Issuer certificate issued in exchange therefor or in substitution on or transfer thereof) ), shall be overprinted with bear, in addition to the legend set forth in Section 2.04(c)(i), the following legend: “THE OFFER AND SALE OF SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). ) OR ANY STATE SECURITIES LAWS, AND THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR SECURITIES REPRESENTED HEREBY AND THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY BE OFFERED, SOLD SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACTACT 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 (CD) IN ACCORDANCE COMPLIANCE WITH THE AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY ACT, INCLUDING RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND AND, IN EACH CASE, IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS; OR . THE HOLDER FURTHER UNDERSTANDS AND AGREES THAT IN THE EVENT OF A TRANSFER PURSUANT TO THE FOREGOING CLAUSE (D) IN ), THE CORPORATION WILL REQUIRE A TRANSACTION LEGAL OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE SATISFACTORY TO THE CORPORATION THAT DOES NOT REQUIRE SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY AND APPLICABLE STATE SECURITIES LAWS, AND, IN THE CASE OF PARAGRAPH (C) OR (D), THE SELLER FURNISHES TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION TO SUCH EFFECT. PROVIDED THAT THE CORPORATION IS A “FOREIGN ISSUER.” WITHIN THE MEANING OF REGULATION S AT THE TIME OF SALE AND THESE SECURITIES ARE BEING SOLD IN COMPLIANCE WITH RULE 904 OF REGULATION S, A NEW CERTIFICATE BEARING NO LEGEND MAY BE OBTAINED FROM COMPUTERSHARE TRUST COMPANY OF CANADA, AS REGISTRAR AND TRANSFER AGENT, UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO COMPUTERSHARE TRUST COMPANY OF CANADA AND THE CORPORATION, TO THE EFFECT THAT SUCH SALE IS BEING MADE IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT; In addition, each certificate representing Common Shares to be overprinted with the foregoing legend must also be overprinted with the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON TSX. provided, that if the legend may be removed from Subscription Receipts or Common Shares or the Warrants in the circumstances described in subsection 2.9(d); and provided, that if, at any time the Corporation is a foreign issuer as defined in Regulation S, the underlying Common Resulting Issuer Shares are being sold outside the United States in compliance accordance with the requirements of Rule 904 of Regulation S and in compliance with local laws and regulations, where (i) at the time of sale, the holder thereof is not an “affiliate” (as defined in Rule 144 of the U.S. Securities Act) of the Company or Resulting Issuer, as applicable, or (ii) is such an affiliate solely by virtue of being a director or officer of the Company or Resulting Issuer, as applicable, and no selling concession, fee or other remuneration is paid in connection with such offer or sale other than the usual and customary broker’s commission that would be received by a person executing such transaction as agent, (ii) the Company (or in the case of the Resulting Issuer Shares, the Resulting Issuer) is a “foreign issuer” (as defined in Rule 902 of Regulation S) at the time the applicable securities were issued, and (iii) there was no “substantial U.S. market interest” (as defined in Rule 902 of Regulation S) at the time the Securities or Resulting Issuer Shares were issued or the “distribution compliance period” (as defined in Rule 902 of Regulation S) has expired, the legend set forth above may be removed by providing a declaration to the registrar and Subscription Receipt Agent or the Company’s (or, in the case of Resulting Issuer Shares, the Resulting Issuer’s) transfer agent for the underlying Common Shares such securities, in the form attached as Schedule B hereto C (or as the Corporation Company or, in the case of the Resulting Issuer Shares, the Resulting Issuer may prescribe from time to time); , together with any other evidence and, if requested by the Company and providedthe Subscription Receipt Agent, furtheran opinion of counsel of recognized standing reasonably satisfactory to the Subscription Receipt Agent or the Company’s (or, that if any in the case of the underlying Common Shares are being sold pursuant to Rule 144 of the 1933 ActResulting Issuer Shares, the legend may be removed by delivery to the registrar and Resulting Issuer) transfer agent for the underlying Common Shares of an opinion of counsel, of recognized standing in form and substance satisfactory to the Corporation, such securities to the effect that such legend is no longer required under applicable requirements of the 1933 Act or state securities lawsU.S. Securities Act. (iii) No transfer of Subscription Receipts evidenced by a U.S. Subscription Receipt Certificate bearing the legend set forth in Section 2.04(d)(ii) above shall be made except in accordance with the requirements of such legend and subject to this Indenture.

U.S. Legends. ‌ (a) The Trustee acknowledges that the Warrants issued hereunder and the Common Shares issuable upon the exercise of such Warrants have not been and will not be registered under the 1933 Act or any applicable United States state securities laws. Each Warrant Certificate Upon the original issuance thereof, and until such time as the same is no longer required under applicable requirements of the 1933 Act or applicable United States state securities laws, certificates representing the Warrants issued hereunder originally issued to a U.S. Person or a person in the United States or transferred to a U.S. Person or a person in the United States Purchaser, and all certificates representing Common Shares issued upon the exercise of any Warrants pursuant to box B or box C of the exercise form attached to the Warrant Certificate (and each Warrant Certificate or Common Share certificate issued in exchange therefor or in substitution on transfer thereof) , shall be overprinted with the following legend: legend:‌ “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIESTHE SECURITIES REPRESENTED HEREBY, AGREES FOR THE BENEFIT OF 1933 INDUSTRIES INC. (THE CORPORATION “CORPORATION”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACTACT AND IN COMPLIANCE WITH LOCAL LAWS AND REGULATIONS, OR (C) IN ACCORDANCE WITH WITHIN THE UNITED STATES PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (1) RULE 144A THEREUNDER, OR (2) RULE 144 THEREUNDER, IF AVAILABLE, AND AND, IN EITHER CASE, IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS; , OR (D) WITHIN THE UNITED STATES, IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, ; AND, IN THE CASE OF PARAGRAPH A TRANSFER PURSUANT TO CLAUSE (CC)(2) OR (D), AFTER THE SELLER FURNISHES HOLDER HEREOF HAS, PRIOR TO SUCH TRANSFER, FURNISHED TO THE CORPORATION (OR THE WARRANT AGENT OR TRANSFER AGENT) AN OPINION OF COUNSEL OF RECOGNIZED STANDING TO SUCH EFFECT, IN EITHER CASE, REASONABLY SATISFACTORY IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION TO SUCH EFFECT. PROVIDED THAT (AND THE CORPORATION IS A “FOREIGN ISSUER” WITHIN THE MEANING OF REGULATION S AT THE TIME OF SALE AND THESE SECURITIES ARE BEING SOLD IN COMPLIANCE WITH RULE 904 OF REGULATION S, A NEW CERTIFICATE BEARING NO LEGEND MAY BE OBTAINED FROM COMPUTERSHARE TRUST COMPANY OF CANADA, AS REGISTRAR AND WARRANT AGENT OR TRANSFER AGENT, UPON ). DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATIONMAY NOT CONSTITUTE ‘GOOD DELIVERY’ IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.” (b) The Warrant Certificates, IN A FORM SATISFACTORY TO COMPUTERSHARE TRUST COMPANY OF CANADA and all certificates issued in exchange therefor or in substitution thereof, shall bear, in addition to the legends above, the following legend: “THIS WARRANT AND THE CORPORATIONSECURITIES DELIVERABLE UPON EXERCISE HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, TO AS AMENDED (THE EFFECT THAT “THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON UNLESS THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH SALE STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS BEING MADE IN ACCORDANCE WITH RULE 904 OF AVAILABLE. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT; In addition.” (c) The Corporation confirms that as of the date of execution of this Indenture it does not have a class of securities registered pursuant to Section 12 of the U.S. Securities Exchange Act of 1934, each certificate representing Common Shares as amended (the “Exchange Act”), or have a reporting obligation pursuant to Section 15(d) of the Exchange Act. The Corporation covenants that in the event that (i) any class of its securities shall become registered pursuant to Section 12 of the Exchange Act, or the Corporation shall incur a reporting obligation pursuant to Section 15(d) of the Exchange Act, or (ii) any such registration or reporting obligation shall be overprinted terminated by the Corporation in accordance with the foregoing legend must also be overprinted with the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON TSX. provided, that the legend may be removed from the Warrants in the circumstances described in subsection 2.9(d); and provided, that if, at any time the Corporation is a foreign issuer as defined in Regulation S, the underlying Common Shares are being sold in compliance with the requirements of Rule 904 of Regulation S and in compliance with local laws and regulations, the legend may be removed by providing a declaration to the registrar and transfer agent for the underlying Common Shares in the form attached as Schedule B hereto (or as the Corporation may prescribe from time to time); and provided, further, that if any of the underlying Common Shares are being sold pursuant to Rule 144 of the 1933 Exchange Act, the legend may be removed by delivery Corporation shall promptly deliver to the registrar Warrant Agent an officers’ certificate (in a form provided by the Warrant Agent) notifying the Warrant Agent of such registration or termination and transfer agent for such other information as the underlying Common Shares of an opinion of counsel, of recognized standing Warrant Agent may require at the time. The Corporation acknowledges that the Warrant Agent is relying upon the foregoing representation and covenants in form and substance satisfactory order to the Corporation, to the effect that such legend is no longer required under applicable requirements meet certain obligations of the 1933 Act or state securities laws.United States Securities Exchange Commission (the “SEC”) with respect to those clients who are filing with the SEC.‌

U.S. Legends. The Trustee acknowledges that the Warrants and the Common Shares issuable upon the exercise of such Warrants Debentures have not been and will not be registered under the 1933 U.S. Securities Act or applicable the securities laws of any state securities lawsof the United States. Each Warrant Accordingly, each Debenture Certificate originally issued to a U.S. Person, a Person or a person in the United States or transferred to a U.S. Person purchasing for the account or benefit of a person Person in the United States and or a U.S. Person, as well as all certificates representing Common Shares issued upon the exercise of any Warrants pursuant to box B or box C of the exercise form attached to the Warrant Certificate (and each Warrant Certificate or Common Share certificate issued in exchange therefor for or in substitution on transfer thereof) of such certificates representing Debentures, shall be overprinted with bear the following legendlegends or such variations thereof as the Company may prescribe from time to time: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN 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 MINT CORPORATION (THE “COMPANY”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, COMPANY; (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, OR ; (C) IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS; OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR AND ANY APPLICABLE STATE SECURITIES LAWS, AND, IN THE CASE OF PARAGRAPH CLAUSE (C) OR (D), THE SELLER FURNISHES TO THE CORPORATION COMPANY AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION COMPANY TO SUCH EFFECT. PROVIDED THAT THE CORPORATION IS A “FOREIGN ISSUER” WITHIN THE MEANING OF REGULATION S AT THE TIME OF SALE AND THESE SECURITIES ARE BEING SOLD IN COMPLIANCE WITH RULE 904 OF REGULATION S, A NEW CERTIFICATE BEARING NO LEGEND MAY BE OBTAINED FROM COMPUTERSHARE TRUST COMPANY OF CANADA, AS REGISTRAR AND TRANSFER AGENT, UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO COMPUTERSHARE TRUST COMPANY OF CANADA AND THE CORPORATION, TO THE EFFECT THAT SUCH SALE IS BEING MADE IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT; In addition, each certificate representing Common Shares to be overprinted with the foregoing legend must also be overprinted with the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON TSX. provided, that the legend may be removed from the Warrants in the circumstances described in subsection 2.9(d); and provided, that if, at any time the Corporation is a foreign issuer as defined in Regulation S, the underlying Common Shares are being sold in compliance with the requirements of Rule 904 of Regulation S and in compliance with local laws and regulations, the legend may be removed by providing a declaration to the registrar and transfer agent for the underlying Common Shares in the form attached as Schedule B hereto (or as the Corporation may prescribe from time to time); and provided, further, that if any of the underlying Common Shares are being sold pursuant to Rule 144 of the 1933 Act, the legend may be removed by delivery to the registrar and transfer agent for the underlying Common Shares of an opinion of counsel, of recognized standing in form and substance satisfactory to the Corporation, to the effect that such legend is no longer required under applicable requirements of the 1933 Act or state securities laws.