Common use of U.S. Securities Laws Clause in Contracts

U.S. Securities Laws. (a) Buyer is purchasing the Subject Securities for investment for its own account, not as a nominee or agent, and not with a view to, or for sale in connection with, any distribution within the meaning of the 1933 Act. Buyer exercises sole investment discretion with full power to make the acknowledgements, representations and agreements contained herein. Buyer (either alone or together with its advisors) has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Subject Securities. Buyer has the ability to bear the economic risk of its investment in the Subject Securities, has adequate means of providing for its current and contingent needs, has no need for liquidity with respect to its investment in the Subject Securities, and is able to sustain a substantial or complete loss of its investment in the Subject Securities, and Buyer will not look to Seller, Parent or any of their respective affiliates, or their respective affiliates’ officers, directors, employees or agents in respect of all or part of any such loss. (b) Buyer understands that no action has been taken to permit an offering of the Subject Securities in any jurisdiction and Buyer will not offer or sell any of the Subject Securities in any jurisdiction or in any circumstances in which such offer or sale is not authorized or to any person to whom it is unlawful to make such offer, sale or invitation except under circumstances that will result in compliance with any applicable laws and/or regulations; in particular, Buyer understands that the Subject Securities are not being and will not be registered under the 1933 Act, are being offered and sold in a transaction that does not involve any public offering in the United States within the meaning of the 1933 Act and is exempt from the registration requirements of the 1933 Act and are “restricted securities” within the meaning of Rule 144(a)(3) under the 1933 Act. Buyer also: (i) represents that it has not taken and will not take any action which would require the transactions contemplated hereunder to be registered under the 1933 Act; and (b) agrees that it will not offer or sell the Subject Securities except pursuant to an exemption from the registration requirements of the 1933 Act. Buyer understands that neither Seller nor Parent makes any representation as to the availability of any exemption under the 1933 Act for the reoffer, resale, pledge or transfer of the Subject Securities. (c) Buyer represents that it is one of the following: (i) a QIB, purchasing Subject Securities in a transaction in accordance with any applicable securities laws of any state of the United States, (ii) an “accredited investor” or an “institutional accredited investor” within the meaning of Regulation D of the 1933 Act or (iii) not within the United States, not an affiliate of the Company or a person acting on behalf of such an affiliate and Buyer is purchasing Subject Securities in an offshore transaction made in reliance on Regulation S (“Regulation S”) under the 1933 Act. (d) Buyer understands that the foregoing representations and acknowledgments are required in connection with United States and other securities laws. Buyer acknowledges that Seller, Parent and others will rely upon the truth and accuracy of Buyer’s representations and acknowledgments set forth herein and agree to notify Seller and Parent promptly in writing if any of the Buyer’s representations or acknowledgments herein ceases to be accurate and complete. Buyer irrevocably authorizes us to produce this letter to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters set forth herein.

U.S. Securities Laws. ‌ (a) Buyer is purchasing Such Vendor has sufficient knowledge and experience, itself or together with a purchaser representative, in financial and business matters to make it capable of evaluating the Subject Securities for investment merits and risks of the Transaction and receiving Consideration Shares. (b) The Consideration Shares will be acquired by such Vendor for its own account, not as a nominee or agent, and not with a view to, to resale or for sale distribution of any part thereof in connection with, any distribution within the meaning violation of the 1933 Act. Buyer exercises sole investment discretion with U.S. Securities Act or any applicable U.S. state securities laws. (c) Such Vendor has received or has had full power access to all the information it considers necessary or appropriate to make the acknowledgements, representations and agreements contained herein. Buyer (either alone or together with its advisors) has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its an informed investment in the Subject Securities. Buyer has the ability to bear the economic risk of its investment in the Subject Securities, has adequate means of providing for its current and contingent needs, has no need for liquidity decision with respect to its investment in the Subject Securities, Consideration Shares it will receive under this Agreement. Such Vendor has had an opportunity to ask questions and is able to sustain a substantial or complete loss of its investment in receive answers from GABY regarding the Subject Securities, Consideration Shares and Buyer will not look to Seller, Parent or any of their respective affiliates, or their respective affiliates’ officers, directors, employees or agents in respect of all or part of any such lossquestions have been answered to Vendor's satisfaction. (bd) Buyer understands that no action Each Vendor has been taken had full access to permit an offering of all the Subject Securities in any jurisdiction and Buyer will not offer or sell any of the Subject Securities in any jurisdiction or in any circumstances in which such offer or sale is not authorized or to any person to whom it is unlawful to make such offerPublic Record, sale or invitation except under circumstances that will result in compliance with any applicable laws and/or regulations; in particular, Buyer available through SEDAR at xxx.xxxxx.xxx. (e) Such Vendor understands that the Subject Securities are Consideration Shares have not being been, and will not be be, registered under the 1933 U.S. Securities Act, and are being offered and sold in a transaction that does not involve any public offering in the United States within the meaning of the 1933 Act and is exempt issued under an exemption from the registration requirements requirement of the 1933 Act and U.S. Securities Act. Such Vendor understands that the Consideration Shares are “"restricted securities” within the meaning of " as defined in Rule 144(a)(3) under the 1933 Act. Buyer also: (i) represents U.S. Securities Act and under applicable state securities laws and that it has each Vendor shall not taken sell, pledge, gift, assign or otherwise transfer the Consideration Shares, directly or indirectly, unless they are registered with the U.S. Securities and will not take any action which would require the transactions contemplated hereunder to be registered under the 1933 Act; Exchange Commission and (b) agrees that it will not offer qualified by applicable U.S. state authorities, or sell the Subject Securities except pursuant to an exemption from such registration and qualification requirements is available. Such Vendor acknowledges that GABY has no obligation to register or qualify the Consideration Shares for resale in the United States. Such Vendor further acknowledges that if an exemption from registration or qualification in the United States is available, it may be conditioned on various requirements that are outside of the 1933 Act. Buyer understands that neither Seller nor Parent makes any representation as Vendor's control and which GABY is under no obligation and may not be able to the availability of any exemption under the 1933 Act for the reoffer, resale, pledge or transfer of the Subject Securitiessatisfy. (cf) Buyer represents Each Vendor understands that, until such time as the same is no longer required under the U.S. Securities Act or applicable U.S. state securities laws, the Consideration Shares and any securities or certificates issued in respect of, substitution of or exchange for the Consideration Shares shall contain the legend set forth below and may not be sold, pledged, gifted, assigned or otherwise transferred except in compliance 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"), OR ANY U.S. STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THESE SECURITIES, AGREES FOR THE BENEFIT OF GABY INC. (THE "CORPORATION") THAT SUCH SECURITIES MAY BE OFFERED, 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 ACT ("REGULATION S"), (C) UNDER (1) RULE 144A UNDER THE U.S. SECURITIES ACT OR (2) RULE 144 UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, OR (D) IN ANOTHER TRANSACTION NOT SUBJECT TO OR EXEMPT FROM THE REGISTRATION REQUIREMENT OF THE U.S. SECURITIES ACT, IN EACH CASE, IN COMPLIANCE WITH ALL APPLICABLE U.S. STATE SECURITIES LAWS, AND IN THE CASE OF TRANSFERS PURSUANT TO CLAUSE (C)(2) OR (D) (OR IF REQUIRED BY THE COMPANY, OR ITS TRANSFER AGENT, CLAUSE (B)) ABOVE, UPON THE PROVISION BY THE SELLER OF A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION, TO THE EFFECT THAT THE SALE OF SUCH SECURITIES IS NOT REQUIRED TO BE REGISTERED UNDER THE U.S. SECURITIES ACT OR APPLICABLE U.S. STATE SECURITIES LAWS." Such Vendor consents to GABY making a notation on its records or giving instruction to any transfer agent for the Consideration Shares, including stop transfer orders, to implement the restrictions on transfer set forth above, and it understands and acknowledges that XXXX has the right to instruct its transfer agent not to record a transfer by any person without first being notified by GABY that it is one of satisfied that such transfer is exempt from or not subject to registration under the following: (i) a QIB, purchasing Subject U.S. Securities in a transaction in accordance with Act and any applicable U.S. state securities laws laws. (g) Such Vendor is not acquiring the Consideration Shares as a result of any state form of the United States, (ii) an “accredited investor” general solicitation or an “institutional accredited investor” general advertising within the meaning of Regulation D of the 1933 Act or (iii) not within the United States, not an affiliate of the Company or a person acting on behalf of such an affiliate and Buyer is purchasing Subject Securities in an offshore transaction made in reliance on Regulation S (“Regulation S”) under the 1933 U.S. Securities Act, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio, television or other form of telecommunications, dissemination on the Internet or any seminar or meeting whose attendees have been invited by general solicitation or general advertising. (dh) Buyer understands that the foregoing representations Such Vendor is responsible for obtaining such legal and acknowledgments are required tax advice as it considers necessary in connection with United States the execution, delivery and other securities laws. Buyer acknowledges that Seller, Parent performance by it of this Agreement and others will rely upon the truth and accuracy of Buyer’s representations and acknowledgments set forth herein and agree to notify Seller and Parent promptly in writing if any of the Buyer’s representations or acknowledgments herein ceases to be accurate and complete. Buyer irrevocably authorizes us to produce transactions contemplated by this letter to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters set forth hereinAgreement.

U.S. Securities Laws. (a) Buyer is purchasing the Subject Securities for investment for its own account, not as a nominee or agent, and not with a view to, or for sale in connection with5.1 Under applicable securities laws, any distribution within Tier Shares issued as consideration for the meaning B Shares or the C Shares shall be restricted and non-transferrable at issue but may become transferable once certain conditions under the Securities Act of the 1933 Act. Buyer exercises sole investment discretion with full power to make the acknowledgements, representations and agreements contained herein. Buyer (either alone or together with its advisors) has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Subject Securities. Buyer has the ability to bear the economic risk of its investment in the Subject Securities, has adequate means of providing for its current and contingent needs, has no need for liquidity with respect to its investment in the Subject Securities, and is able to sustain a substantial or complete loss of its investment in the Subject Securities, and Buyer will not look to Seller, Parent or any of their respective affiliates, or their respective affiliates’ officers, directors, employees or agents in respect of all or part of any such lossUnited States are satisfied. (b) Buyer understands that no action has been taken to permit an offering 5.2 The Sellers of the Subject Securities in any jurisdiction B Shares and Buyer will not offer or sell any of the Subject Securities in any jurisdiction or in any circumstances in which such offer or sale is not authorized or to any person to whom it is unlawful to make such offer, sale or invitation except under circumstances that will result in compliance with any applicable laws and/or regulations; in particular, Buyer understands C Shares understand and acknowledge that the Subject Securities are not being Tier Shares and the Loan Notes issued under this Agreement (the "Securities") will not be registered under the 1933 ActUS Securities Act on the grounds that the offering and issuance of the Tier Shares and Loan Notes are exempt from registration pursuant to Regulation S of the Securities Act of 1993, are being as amended and that the Buyer's reliance upon such exemption is predicated upon the truth and accuracy of representations given by each of such Sellers in this clause 5. 5.3 The Sellers of the B shares and C shares severally but not jointly represent that each is not a US Person and is not acquiring the Securities for the account or benefit of a US Person (as defined in Regulation S promulgated under the Securities Act ("Regulation S"), has signed this Agreement outside the United States and has received the offer to purchase and completed the purchase of the Securities outside of the United States. 5.4 Each relevant Seller understands and acknowledges that (i) the Securities have not been registered under the Securities Act and may not be offered and or sold in a transaction that does not involve any public offering in the United States within or to, or for the meaning of the 1933 Act and is exempt from the registration requirements of the 1933 Act and account or benefit of, any US Person unless such securities are “restricted securities” within the meaning of Rule 144(a)(3) under the 1933 Act. Buyer also: (i) represents that it has not taken and will not take any action which would require the transactions contemplated hereunder to be registered under the 1933 Act; and (b) agrees that it will not Securities Act or such offer or sell the Subject Securities except sale is made pursuant to an exemption from the registration requirements of the 1933 ActSecurities Act and (ii) the Securities are being distributed by the Buyer pursuant to the terms of Regulation S, which permits securities to be sold to non-US Persons in "offshore transactions" (as defined in Regulation S), subject to certain terms and conditions. 5.5 Each relevant Seller acknowledges that for a period of one year following Completion ("the Restricted Period") each relevant Seller shall not (i) engage in any activity for the purpose of, or which may reasonably be expected to have the effect of, conditioning the market in the United States for the Securities or (ii) unless such Securities are registered under the Securities Act or an exemption from the registration requirements of the Securities Act is available, offer, sell or transfer the Securities in the United States or to, or for the account or benefit of a US Person. Buyer Each relevant Seller understands that neither the Securities or any interest therein are only transferable on the books and records of the transfer agent and registrar of the Buyer. Each relevant Seller nor Parent makes further understands that such transfer agent and registrar will not register any representation as to the availability of any exemption under the 1933 Act for the reoffer, resale, pledge or transfer of the Subject SecuritiesSecurities during the Restricted Period which the Buyer reasonably believes violates the restrictions set forth in this paragraph (c), and that the Buyer acting in good faith may place stop transfer orders with its transfer agent with respect to certificates representing the Securities to reflect the restrictions set forth in this clause 5.5. (c) Buyer represents that it is one 5.6 Unless the Securities shall first have been registered under the Securities Act any proposed offer, sale or transfer during the Restricted Period of any of the following: Securities shall be subject to the condition that each Relevant Seller must deliver the Buyer (i) a QIBwritten certification that neither record nor beneficial ownership of the Securities has been offered or sold in the United States to, purchasing Subject Securities in a transaction in accordance with any applicable securities laws or for the account or benefit of any state of the United States, US Person (ii) an “accredited investor” a written certification of the proposed transferee that such transferee (or any account for which such transferee's own account (or an “institutional accredited investor” account over which he or she has investment discretion), and that such transferee is knowledgeable of and agrees to be bound by the restrictions on, re-sale set forth in this section and Regulation S during the Restricted Period, and (iii) a written opinion of United States counsel, in form and substance reasonably satisfactory to the Buyer, to the effect that the offer, sale and transfer of such Securities are exempt from registration under the Securities Act. 5.7 Each relevant Seller agrees that for the duration of the Restricted Period and until such time thereafter as the Buyer shall have received a written opinion of United States counsel, in form and substance reasonably satisfactory to the Buyer, to the effect that the Securities are no longer "restricted securities" within the meaning of Regulation D Rule 144(a)(5) of the 1933 Securities Act, the stock certificate representing the Securities shall bear any legend required by the Securities Act or (iii) not within of 1993, as amended, the United States, not an affiliate Commissioner of Corporations of the Company State of California or a person acting on behalf required pursuant to any state, local or foreign law governing such Securities, without limitation the certificates shall bear the following legend: The Securities represented by this certificate may not be offered, sold or transferred except in accordance with the provisions of such an affiliate and Buyer is purchasing Subject Securities in an offshore transaction made in reliance on Regulation Regulations S (“Regulation S”Rule 901 through Rule 905, and the Preliminary Notes) under the 1933 Securities Act of 1933, as amended (the "Securities Act"), pursuant to registration under the Securities Act or pursuant to an available exemption from registration. (d) 5.8 The Buyer understands warrants that the foregoing representations and acknowledgments are required in connection with United States and other securities laws. Buyer acknowledges that Seller, Parent and others will rely upon the truth and accuracy of Buyer’s representations and acknowledgments set forth herein and agree to notify Seller and Parent promptly in writing if any of the Buyer’s representations or acknowledgments herein ceases Tier Shares to be accurate issued hereunder have been duly authorised and complete. Buyer irrevocably authorizes us to produce this letter to any interested party that when issued and delivered in any administrative or legal proceeding or official inquiry accordance with respect to the matters set forth hereinterms hereof they will be validly issued, fully paid and non assessable and free of pre-emptive rights and will rank for dividends and distributions and the Loan Notes when issued will be validly issued.

U.S. Securities Laws. (a) Buyer is purchasing the Subject Securities for investment for its own accountVendor represents, not warrants and agrees as a nominee or agent, and not with a view to, or for sale in connection with, any distribution within the meaning of the 1933 Act. Buyer exercises sole investment discretion with full power to make the acknowledgements, representations and agreements contained herein. Buyer (either alone or together with its advisors) has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Subject Securities. Buyer has the ability to bear the economic risk of its investment in the Subject Securities, has adequate means of providing for its current and contingent needs, has no need for liquidity with respect to its investment in the Subject Securities, and is able to sustain a substantial or complete loss of its investment in the Subject Securities, and Buyer will not look to Seller, Parent or any of their respective affiliates, or their respective affiliates’ officers, directors, employees or agents in respect of all or part of any such loss.follows: (bi) Buyer understands that no action has been taken to permit an offering of the Subject Securities in any jurisdiction and Buyer will not offer or sell any of the Subject Securities in any jurisdiction or in any circumstances in which such offer or sale is not authorized or to any person to whom it is unlawful to make such offer, sale or invitation except under circumstances that will result in compliance with any applicable laws and/or regulations; in particular, Buyer understands It acknowledges that the Subject Securities are Consideration Shares have not being been and will not be registered under the 1933 Securities Act, are being offered and sold in ; (ii) It is not a transaction that does not involve any public offering in the United States U.S. person within the meaning of Regulation S, it is located outside the 1933 Act United States and, prior to 40 days after the Closing Date it will not offer, sell, pledge or otherwise transfer the Consideration Shares except in accordance with Rule 903 or Rule 904 of Regulation S. (b) Purchaser represents, warrants and is exempt from agrees as follows: (i) None of Purchaser, nor any of its affiliates (as defined in Rule 501(b) of Regulation D), nor any person acting on its or their behalf has made or will make offers to sell any Shares, or has solicited or will solicit offers to buy, or otherwise has negotiated or will negotiate in respect of, any Shares, under circumstances that would require the registration requirements of the 1933 Act and are Consideration Shares under the Securities Act. (ii) None of Purchaser, nor any of its affiliates (as such term is defined in Rule 144), nor any person acting on its or their behalf has engaged or will engage in any directed selling efforts (within the meaning of Regulation S) with respect to the Consideration Shares; (iii) Purchaser is a “restricted securitiesreporting foreign issuer” within the meaning of Rule 144(a)(3903 of Regulation S; (iv) under the 1933 Act. Buyer also: (i) represents that it has Purchaser is not taken and will not take any action which would require the transactions contemplated hereunder an open-end investment company or unit investment trust registered or required to be registered or closed-end investment company required to be registered, but not registered, under the 1933 Act; United States Investment Company Act of 1940, as amended; (v) Purchaser is not aware of any fact or circumstance that would render the Consideration Shares, at the time of their issuance pursuant to and on the terms of this Agreement, “Restricted Securities” as such term is defined in Section 1.17 of the Deposit Agreement, except for the requirements set forth in clause (ba)(ii) above that for 40 days after the Closing Date Vendor may offer, sell, pledge or otherwise transfer the Consideration Shares only in accordance with Rule 903 or Rule 904 of Regulation S and the requirement in Clause 2.3 of this Agreement. (vi) For a period of two years from the Closing Date, Purchaser agrees not to unreasonably invoke the provisions of Section 2.6 of the Deposit Agreement that allows it to suspend or refuse deposits of particular shares of Purchaser, or the delivery of Receipts against such a deposit, for any reason other than those reasons explicitly specified in such Section so as to prevent Vendor from depositing the Consideration Shares pursuant to the Deposit Agreement. The Purchaser further agrees that it will not offer or sell the Subject Securities except pursuant to an exemption from the registration requirements of the 1933 Act. Buyer understands that neither Seller nor Parent makes any representation as be responsible for, and will pay to the availability of Depositary, any exemption under the 1933 Act for the reofferfees, resale, pledge or transfer of the Subject Securities. (c) Buyer represents that it is one of the following: (i) a QIB, purchasing Subject Securities in a transaction in accordance with any applicable securities laws of any state of the United States, (ii) an “accredited investor” or an “institutional accredited investor” within the meaning of Regulation D of the 1933 Act or (iii) not within the United States, not an affiliate of the Company or a person acting on behalf of such an affiliate taxes and Buyer is purchasing Subject Securities in an offshore transaction made in reliance on Regulation S (“Regulation S”) under the 1933 Act. (d) Buyer understands that the foregoing representations and acknowledgments are required charges payable in connection with United States and other securities laws. Buyer acknowledges such deposit and, in the event that Seller, Parent and others will rely upon the truth and accuracy of Buyer’s representations and acknowledgments set forth herein and agree to notify Seller and Parent promptly in writing if Vendor or any of its Affiliates pay such fees, taxes or charges, Purchaser agrees to indemnify Vendor (or its Affiliates, as applicable) for any such fees, taxes or charges paid on account of Purchaser’s liability hereunder for such fees, taxes or charges. All terms of this clause (vi), unless otherwise defined in this Agreement, are as defined in the Buyer’s representations or acknowledgments herein ceases to be accurate and complete. Buyer irrevocably authorizes us to produce this letter to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters set forth hereinDeposit Agreement.

U.S. Securities Laws. (ai) Buyer Clarmin is purchasing and will remain upon giving effect to the Subject Amalgamation and the other transaction contemplated by this Agreement a “foreign private issuer” as defined under Rule 405 under the U.S. Securities for Act; (ii) there is no “Substantial U.S Market Interest” in the Clarmin Common Shares or the Clarmin Options as defined under Rule 902(j) of Regulation S under the U.S. Securities Act; (iii) Clarmin is not, as after giving effect to the Amalgamation and the other transaction contemplated by this Agreement, will not be, registered or required to be registered as an “investment for its own accountcompany” pursuant to the United States Investment Company Act of 1940, not as a nominee or agentamended; (iv) The Clarmin Common Shares issuable to holders of Cybin Common Shares, and not with a view to, or for sale in connection with, any distribution within as well as the meaning Resulting Issuer Options issuable to holders of the 1933 Act. Buyer exercises sole investment discretion with full power Cybin Options, the Resulting Issuer Warrants issuable to make holders of the acknowledgements, representations Cybin Warrants and agreements contained herein. Buyer (either alone or together with its advisors) has sufficient knowledge and experience in financial and business matters so as the Resulting Issuer Convertible Securities issuable to be capable holders of evaluating the merits and risks of its investment Cybin Convertible Securities who are in the Subject Securities. Buyer has the ability to bear the economic risk of its investment in the Subject Securities, has adequate means of providing for its current and contingent needs, has no need for liquidity with respect to its investment in the Subject Securities, and is able to sustain a substantial United States or complete loss of its investment in the Subject Securities, and Buyer will are U.S. Persons (i) have not look to Seller, Parent or any of their respective affiliates, or their respective affiliates’ officers, directors, employees or agents in respect of all or part of any such loss. (b) Buyer understands that no action has been taken to permit an offering of the Subject Securities in any jurisdiction and Buyer will not offer or sell any of the Subject Securities in any jurisdiction or in any circumstances in which such offer or sale is not authorized or to any person to whom it is unlawful to make such offer, sale or invitation except under circumstances that will result in compliance with any applicable laws and/or regulations; in particular, Buyer understands that the Subject Securities are not being and will not be registered under the 1933 ActU.S. Securities Act or any state securities laws, (ii) are being offered and sold or will be issued to such holders in a transaction that does not involve any public offering in reliance on the United States within the meaning of the 1933 Act and is exempt from the registration requirements of the 1933 Act and are “restricted securities” within the meaning of Rule 144(a)(3) under the 1933 Act. Buyer also: (i) represents that it has not taken and will not take any action which would require the transactions contemplated hereunder to be registered under the 1933 Act; and (b) agrees that it will not offer or sell the Subject Securities except pursuant to an exemption from the registration requirements of the 1933 Act. Buyer understands that neither Seller nor Parent makes any representation as to the availability U.S. Securities Act afforded by Section 4(a)(2) thereof or provided by Rule 506(b) of any Regulation D thereunder or another applicable exemption under the 1933 U.S. Securities Act for and in reliance upon exemptions from applicable state securities laws, and (iii) the reofferClarmin Common Shares, resalethe Resulting Issuer Options, pledge the Resulting Issuer Warrants and the Resulting Issuer Convertible Securities are “restricted securities” and may not be offered or transfer of the Subject Securities. (c) Buyer represents that it is one of the following: (i) a QIB, purchasing Subject Securities sold in a transaction in accordance with any applicable securities laws of any state of the United States, nor may hedging transactions involving such securities be conducted, unless such securities are registered under the U.S. Securities Act and any applicable state securities law, an exemption from such registration is available or such registration is otherwise not required; (iiv) an neither Clarmin nor any of its affiliates, nor any person acting on any of their behalf, has engaged or will engage in any “accredited investorDirected Selling Efforts” as defined in Rule 902(c) of Regulation S under the U.S. Securities Act, or an “institutional accredited investor” has taken or will take any action that would cause the exemption afforded by Section 4(a)(2) of the U.S. Securities Act, Rule 506(b) of Regulation D, or the exclusion afforded by Rule 903 of Regulation S, to be unavailable for the distribution of the Clarmin Common Shares, the Resulting Issuer Options, the Resulting Issuer Warrants or the Resulting Issuer Convertible Securities under the Amalgamation; (vi) none of Clarmin, any of its affiliates or any person acting on any of their behalf has offered or will offer to sell, or has solicited or will solicit offers to buy, any of its securities in the United States or to, or for the account or benefit of, U.S. Persons, by means of any form of general solicitation or general advertising (as those terms are used in Regulation D) or in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act, and will not do so for a period of six months following the completion of this Amalgamation, in a manner that would be integrated with the distribution of the Clarmin Common Shares, the Resulting Issuer Options, the Resulting Issuer Warrants or the Resulting Issuer Convertible Securities under the Amalgamation and would cause the exemption from registration provided by Rule 506(b) of Regulation D to become unavailable with respect to such distribution of securities; (vii) neither Clarmin nor any of its predecessors or affiliates has been subject to any order, judgment or decree of any court of competent jurisdiction temporarily, preliminarily or permanently enjoining such person for failure to comply with Rule 503 of Regulation D; (viii) Clarmin will, within prescribed time periods, prepare and file any forms or notices required under the 1933 U.S. Securities Act or (iii) not within the United States, not an affiliate of the Company or a person acting on behalf of such an affiliate and Buyer is purchasing Subject Securities in an offshore transaction made in reliance on Regulation S (“Regulation S”) under the 1933 Act. (d) Buyer understands that the foregoing representations and acknowledgments are required applicable state securities laws in connection with the distribution of the Clarmin Common Shares, the Resulting Issuer Options, the Resulting Issuer Warrants or the Resulting Issuer Convertible Securities in the United States or to, or for account or benefit of, a U.S. Person; (ix) Clarmin acknowledges and agrees that, in addition to any other legends that may be affixed to the securities issued in connection with the Amalgamation, upon the original issuance of the Clarmin Common Shares, Resulting Issuer Options, the Resulting Issuer Warrants or Resulting Issuer Convertible Securities to U.S. Persons or persons in the United States who are holders of Cybin Common Shares, Cybin Options, Cybin Warrants or Cybin Convertible Securities, as applicable, in connection with the Amalgamation, and until such time as the same is no longer required under applicable requirements of the U.S. Securities Act or applicable state securities laws, certificates representing such securities and all certificates issued in exchange therefor or in substitution thereof, shall bear or be deemed to bear the following legends: “THE SECURITIES REPRESENTED HEREBY [for Resulting Issuer Options and Resulting Issuer Warrants include: AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF] [if applicable, for Resulting Issuer Convertible Securities include: 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. Buyer acknowledges that SellerTHE HOLDER HEREOF, Parent BY ACQUIRING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE ISSUER (THE “CORPORATION”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION; (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS; (C) IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) RULE 144 OR (ii) RULE 144A THEREUNDER, IF AVAILABLE AND IN COMPLIANCE WITH STATE SECURITIES LAWS OR (D) WITHIN THE UNITED STATES, WITH ANY OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, PROVIDED, IN THE CASE OF AN OFFER, SALE, ASSIGNMENT, PLEDGE, ENCUMBRANCE OR OTHER TRANSFER PURSUANT TO (C)(i) or (D), THE HOLDER SHALL HAVE PROVIDED TO THE CORPORATION AN OPINION OF COUNSEL TO THE EFFECT THAT THE PROPOSED TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, WHICH OPINION AND COUNSEL MUST BE REASONABLY SATISFACTORY TO THE CORPORATION. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA OR ELSEWHERE.”; [for Resulting Issuer Options and others will rely upon Resulting Issuer Warrants, add: “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.”]; and (x) to the truth and accuracy best of BuyerClarmin’s representations and acknowledgments set forth herein and agree to notify Seller and Parent promptly knowledge after reasonable investigation, none of Clarmin (including its predecessors or affiliated issuers), any director or executive officer, any non-executive officer participating in writing if the Amalgamation, any shareholder holding or controlling 20% or more of the Buyer’s representations Clarmin Common Shares, any current promoter of Clarmin or acknowledgments herein ceases any person that has been or will be paid (directly or indirectly) for the solicitation of holders of Cybin Common Shares, Cybin Options, Cybin Warrants or Cybin Convertible Securities (each, a “Compensated Solicitor”) and any general partner or managing member of any Compensated Solicitor or any executive officer, non-executive officer participating in the Amalgamation, or director of any Compensated Solicitor or general partner or managing member of such Compensated Solicitor is subject to be accurate a Disqualifying Event. For the purposes hereof, “Disqualifying Event” means any conviction, order, judgment, decree, suspension, expulsion, event or other matter set out in Rule 506(d)(1)(i) through (viii) of Regulation D that is currently in effect or which occurred within the periods set out in Rule 506(d)(1)(i) through (viii) and, without limiting the foregoing, includes criminal convictions, court injunctions or restraining orders, final orders of any state or federal regulator, U.S. Securities and complete. Buyer irrevocably authorizes us to produce this letter to any interested party in any administrative Exchange Commission (“SEC”) disciplinary orders, SEC cease-and-desist orders, SEC stop orders or legal proceeding orders suspending the Regulation A exemption, suspension or official inquiry expulsion from membership in, or association with respect to a member of, a self-regulatory organization (such as the matters set forth hereinFinancial Industry Regulatory Authority, Inc.) or United States Postal Service false representation orders.

U.S. Securities Laws. (a) Buyer is purchasing the Subject Securities for investment for its own accountThe Subscriber represents, not warrants, acknowledges and agrees as a nominee or agent, and not with a view to, or for sale in connection with, any distribution within the meaning of the 1933 Act. Buyer exercises sole investment discretion with full power to make the acknowledgements, representations and agreements contained herein. Buyer (either alone or together with its advisors) has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Subject Securities. Buyer has the ability to bear the economic risk of its investment in the Subject Securities, has adequate means of providing for its current and contingent needs, has no need for liquidity with respect to its investment in the Subject Securities, and is able to sustain a substantial or complete loss of its investment in the Subject Securities, and Buyer will not look to Seller, Parent or any of their respective affiliates, or their respective affiliates’ officers, directors, employees or agents in respect of all or part of any such loss.follows: (bi) Buyer understands that no action has been taken to permit an offering of the Subject Securities in any jurisdiction and Buyer will not offer or sell any of the Subject Securities in any jurisdiction or in any circumstances in which such offer or sale is not authorized or to any person to whom it is unlawful to make such offer, sale or invitation except under circumstances that will result in compliance with any applicable laws and/or regulations; in particular, Buyer Subscriber understands that the Subject Securities are have not being been and will not be registered under the 1933 U.S. Securities Act, are and that the sale contemplated hereby is being offered made only to Institutional Accredited Investors in reliance on the exemption from registration set forth in Rule 506 of Regulation D under the U.S. Securities Act; (ii) the Subscriber is an Institutional Accredited Investor, the Subscriber was not organized for the specific purpose of acquiring the Securities, and sold the Subscriber is acquiring the Securities for the Subscriber’s own account or for the account of another Institutional Accredited Investor as to which the Subscriber exercises sole investment discretion, and for investment and not with a view to any resale, distribution or other disposition of the Securities in violation of U.S. Securities Laws; (iii) the Subscriber is not a transaction that does U.S. Person and is not involve any public offering acquiring the Securities for the account or benefit of a U.S. Person, and no offer relating to the Securities was made to the Subscriber in the United States within and, at the meaning time of execution by the Subscriber or on behalf of the 1933 Subscriber of this Agreement and any Closing, the Subscriber will be outside the United States; (iv) the Subscriber has not purchased the Securities as a result of any general solicitation or general advertising (as those terms are used in Regulation D under the U.S. Securities Act); (v) the address at which the Subscriber received and accepted the offer to purchase the Securities is the address listed on the first page of this Agreement. (vi) the Subscriber agrees that if the Subscriber decides to offer, sell, pledge or otherwise transfer any of the Securities, the Subscriber will not offer, sell, pledge or otherwise transfer any of the Securities, directly or indirectly, except: (A) to the Corporation; (B) outside the United States in compliance with the requirements of Rule 904 of Regulation S under the U.S. Securities Act and is exempt from the registration requirements of the 1933 Act in compliance with applicable local laws and are “restricted securities” within the meaning of Rule 144(a)(3regulations; (C) under the 1933 Act. Buyer also: (i) represents that it has not taken and will not take any action which would require the transactions contemplated hereunder to be registered under the 1933 Act; and (b) agrees that it will not offer or sell the Subject Securities except pursuant to in compliance with an exemption from the registration requirements of the 1933 Act. Buyer understands that neither Seller nor Parent makes any representation as to the availability of any exemption under the 1933 U.S. Securities Act for the reofferprovided by (1) Rule 144 thereunder, resaleif available, pledge or transfer of the Subject Securities. (c2) Buyer represents that it is one of the following: (i) a QIBRule 144A thereunder, purchasing Subject Securities if available, and, in a transaction each case, in accordance with any applicable state securities laws 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 any clause (C)(l) or (D), the Subscriber has furnished to the Corporation an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Corporation to the effect that the proposed transfer may be effected without registration under the U.S. Securities Act or applicable state securities laws; (vii) the Subscriber understands and acknowledges that the Securities are “restricted securities” as defined in Rule 144 under the U.S. Securities Act, and upon the original issuance of the United StatesSecurities, and until such time as it is no longer required under applicable requirements of the U.S. Securities Act or applicable state securities laws, all certificates representing the Securities and all certificates issued in exchange therefor or in substitution thereof, shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN ‘REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). THE HOLDER HEREOF, BY PURCHASING THESE SECURITIES, AGREES FOR THE BENEFIT OF COPERNIC INC. THAT THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO COPERNIC INC., (iiB) an OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S (“accredited investorREGULATION S”) UNDER THE 1933 ACT AND IN COMPLIANCE WITH APPLICABLE CANADIAN LOCAL LAWS AND REGULATIONS, OR (C) WITHIN THE UNITED STATES IN ACCORDANCE WITH (1) RULE 144A UNDER THE 1933 ACT, OR (2) RULE 144 UNDER THE 1933 ACT AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, (D) UNDER AN EFFECTIVE REGISTRATION STATEMENT, OR (E) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE 1933 ACT OR ANY APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C)(2) OR (E) ABOVE, A LEGAL OPINION SATISFACTORY TO COPERNIC INC. MUST FIRST BE PROVIDED. IF COPERNIC INC. IS A “FOREIGN ISSUER” or an WITHIN THE MEANING OF REGULATION S AT THE TIME OF TRANSFER, A NEW CERTIFICATE, BEARING NO LEGEND, MAY BE OBTAINED FROM EQUITY TRANSFER AND TRUST COMPANY UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, - IN A FORM SATISFACTORY TO EQUITY TRANSFER AND TRUST COMPANY AND COPERNIC INC. AND, IF SO REQUIRED BY EQUITY TRANSFER AND TRUST COMPANY, AN OPINION OF COUNSEL, TO THE EFFECT THAT THE SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT.” provided that, if any Securities are being sold under clause (B) above, and if the Corporation is a “institutional accredited investorforeign issuer” within the meaning of Regulation D S under the U.S. Securities Act at the time of sale, the 1933 Act or (iii) not within legend may be removed by providing a declaration to the United States, not an affiliate of registrar and transfer agent for the Company or a person acting on behalf of such an affiliate and Buyer is purchasing Subject Securities in the form prescribed by the Corporation, and, if requested by the registrar and transfer agent, an offshore transaction made in reliance on Regulation S (“Regulation S”) under the 1933 Act. (d) Buyer understands that the foregoing representations and acknowledgments are required in connection with United States and other securities laws. Buyer acknowledges that Selleropinion of counsel; provided further, Parent and others will rely upon the truth and accuracy of Buyer’s representations and acknowledgments set forth herein and agree to notify Seller and Parent promptly in writing that, if any of the Buyer’s representations Securities are being sold under clause (C)(2) above, the legend may be removed by delivery to the registrar and transfer agent of an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the registrar and transfer agent and the Corporation, to the effect that the legend is no longer required under applicable requirements of the U.S. Securities Act or acknowledgments herein ceases state securities laws; (viii) the Subscriber understands and acknowledges that the Corporation (A) is not obligated to remain a “foreign issuer” within the meaning of Regulation S under the U.S. Securities Act, (ii) may not, at the time the Securities are resold or otherwise transferred by it or at any other time, be a foreign issuer, and (iii) may engage in one or more transactions that could cause the Corporation not to be accurate a foreign issuer, and complete. Buyer irrevocably authorizes us if the Corporation is not a foreign issuer at the time of any sale or other transfer of Securities pursuant to produce this letter Rule 904 of Regulation S under the U.S. Securities Act, the certificates representing the Securities may continue to bear the legend described in paragraph (vii) above; (ix) the Subscriber consents to the Corporation making a notation on its records or giving instructions to any interested party transfer agent of the Securities in order to implement the restrictions on transfer set forth and described herein; (x) the Subscriber understands and acknowledges that the Corporation is not obligated to file and has no present intention of filing with the Securities and Exchange Commission or with any administrative state securities administrator any registration statement in respect of resales of the Securities in the United States; (xi) the Subscriber acknowledges that it has had an opportunity to discuss the Corporation’s business, management and financial affairs with the Corporation’s management and the Corporation’s management has made available to the Subscriber any and all written information which it has requested and has answered to the Subscriber’s satisfaction all inquiries made by the Subscriber and with respect to individual or legal proceeding other tax and other economic considerations involved in this investment, and the Subscriber acknowledges that any documents pertaining to this investment of which it has been made aware have been made available for inspection by the Subscriber and the Subscriber’s attorney, accountant and/or other advisor(s); (xii) the Subscriber understands and agrees that the financial statements of the Corporation have been prepared in accordance with Canadian generally accepted accounting principles, which differ in some respects from United States generally accepted accounting principles, and thus may not be comparable to financial statements of United States companies; and (xiii) the Subscriber understands and agrees that there may be material tax consequences to it of an acquisition, holding or official inquiry disposition of the Securities; the Corporation gives no opinion and makes no representation with respect to the matters set forth hereintax consequences to the Subscriber under Canadian, United States, state, local or foreign tax law of its acquisition, holding or disposition of the Securities, and the Subscriber acknowledges that it is solely responsible for determining the tax consequences to its investment.

U.S. Securities Laws. Each Seller, with respect to himself, hereby represents and warrants to, and agrees with, the Company as follows: (a) he is acquiring the Buyer is purchasing the Subject Securities Stock for investment for its his own account, not as a nominee or agentfor the benefit of others, and not with a view toto its sale or other transfer to any other person; (b) he can bear the economic risk of losing his entire investment in the Buyer Stock; (c) he is acquiring the Buyer Stock for investment purposes only, and the Buyer Stock that he is acquiring will be held by him without sale, transfer or other disposition for sale in connection with, any distribution within an indefinite period unless the meaning transfer of the 1933 Act. Buyer exercises sole Stock subsequently is registered under the U.S. federal securities laws or unless exemptions from registration are available; (d) his overall commitments to investments that are not readily marketable are not disproportionate to his net worth, and his investment discretion with full power in the Buyer Stock will not cause such overall commitments to make become excessive; (e) his financial condition is such that he is under no present or contemplated future need to dispose of any portion of the acknowledgementsBuyer Stock to satisfy any existing or contemplated undertaking, representations need or indebtedness; (f) he has adequate means of providing for his current needs and agreements contained herein. personal contingencies, and has no need for liquidity in his investment in the Buyer Stock; (either alone or together with its advisorsg) he has sufficient knowledge and experience in business and financial matters to evaluate, and business matters so as to be capable of evaluating has evaluated, the merits and risks of its investment in the Subject Securities. this investment; (h) Buyer has made available to such Seller and his representatives the ability opportunity to bear ask questions of the economic risk officers and management employees of its investment in Buyer and to acquire such additional information about the Subject Securities, business and financial condition of Buyer as such Seller has adequate means of providing for its current and contingent needs, has no need for liquidity with respect to its investment in the Subject Securitiesrequested, and is able to sustain a substantial or complete loss of its investment in the Subject Securities, and Buyer will not look to Seller, Parent or any of their respective affiliates, or their respective affiliates’ officers, directors, employees or agents in respect of all or part of any such loss.information has been received; (bi) Buyer Seller understands that no action has been taken to permit an offering of the Subject Securities in any jurisdiction and Buyer will not offer or sell any of the Subject Securities in any jurisdiction or in any circumstances in which such offer or sale is not authorized or to any person to whom it is unlawful to make such offer, sale or invitation except under circumstances that will result in compliance with any applicable laws and/or regulations; in particular, Buyer understands acknowledges that the Subject Securities are Buyer Stock has not being and will not be been registered under the 1933 ActSecurities Act or any state securities law, are that the Buyer Stock is being offered sold and sold in a transaction that does not involve any public offering in the United States within the meaning of the 1933 Act and is exempt delivered hereunder pursuant to exemptions from the registration requirements of the 1933 Securities Act and are “restricted securities” within the meaning of Rule 144(a)(3) under the 1933 Act. Buyer also: (i) represents that any applicable state securities laws and must be held indefinitely unless it has not taken and will not take any action which would require the transactions contemplated hereunder to be is subsequently registered under the 1933 Act; Securities Act and (b) agrees that it will not offer such state laws or sell a subsequent disposition thereof is exempt from registration under the Subject Securities except pursuant to an exemption from the registration requirements applicable provisions of the 1933 ActSecurities Act and any such state laws. Buyer understands that neither Each Seller nor Parent makes any representation as to the availability of any exemption under the 1933 Act for the reoffer, resale, pledge or transfer of the Subject Securities. (c) Buyer represents that it is one of the following: (i) a QIB, purchasing Subject Securities in a transaction in accordance with any applicable securities laws of any state of the United States, (ii) an “accredited investor” or an “institutional accredited investor” within the meaning of Regulation D of the 1933 Act or (iii) not within the United States, not an affiliate of the Company or a person acting on behalf of such an affiliate and Buyer is purchasing Subject Securities in an offshore transaction made in reliance on Regulation S (“Regulation S”) under the 1933 Act. (d) Buyer understands that the foregoing representations certificates and acknowledgments are required any other documents representing the Buyer Stock will include a legend setting forth the restrictions described in connection with United States and other securities lawsthe preceding sentence. Buyer acknowledges Each Seller also understands that Seller, Parent and others will rely upon the truth and accuracy of Buyer’s representations and acknowledgments set forth herein and agree to notify Seller and Parent promptly in writing if any sales of the Buyer’s representations or acknowledgments herein ceases to be accurate and complete. Buyer irrevocably authorizes us to produce this letter to any interested party in any administrative or legal proceeding or official inquiry with respect Stock are subject to the matters set forth hereinCompany's ixxxxxx xxxxxxx policy, which policy has been reviewed by such Seller.

U.S. Securities Laws. The Warrants represented by this Certificate may only be exercised by or on behalf of a holder who, at the time of exercise, either: (a) Buyer is purchasing the Subject Securities for investment original purchaser of the Warrants and (a) purchased the Warrants directly from the Company pursuant to the terms and conditions of the exchange and subscription agreement between the Company and the Holder dated May [«], 2024 (the “Agreement”); (b) is exercising the Warrants solely for its own account, not as a nominee or agent, and not with a view to, account or for sale in connection with, any distribution within the meaning account of the 1933 Act. Buyer exercises sole investment discretion with full power to make the acknowledgementsoriginal beneficial owner, representations and agreements contained herein. Buyer (either alone or together with its advisors) has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Subject Securities. Buyer has the ability to bear the economic risk of its investment in the Subject Securities, has adequate means of providing for its current and contingent needs, has no need for liquidity with respect to its investment in the Subject Securities, and is able to sustain a substantial or complete loss of its investment in the Subject Securities, and Buyer will not look to Seller, Parent or any of their respective affiliates, or their respective affiliates’ officers, directors, employees or agents in respect of all or part of any such loss. (b) Buyer understands that no action has been taken to permit an offering of the Subject Securities in any jurisdiction and Buyer will not offer or sell any of the Subject Securities in any jurisdiction or in any circumstances in which such offer or sale is not authorized or to any person to whom it is unlawful to make such offer, sale or invitation except under circumstances that will result in compliance with any applicable laws and/or regulationsif any; in particular, Buyer understands that the Subject Securities are not being and will not be registered under the 1933 Act, are being offered and sold in a transaction that does not involve any public offering in the United States within the meaning of the 1933 Act and is exempt from the registration requirements of the 1933 Act and are “restricted securities” within the meaning of Rule 144(a)(3) under the 1933 Act. Buyer also: (i) represents that it has not taken and will not take any action which would require the transactions contemplated hereunder to be registered under the 1933 Act; and (b) agrees that it will not offer or sell the Subject Securities except pursuant to an exemption from the registration requirements of the 1933 Act. Buyer understands that neither Seller nor Parent makes any representation as to the availability of any exemption under the 1933 Act for the reoffer, resale, pledge or transfer of the Subject Securities. (c) Buyer represents that it each of holder or any beneficial owner is one on the date of exercise of the following: (i) a QIBWarrants, purchasing Subject Securities in a transaction in accordance with any applicable securities laws of any state of the United States, (ii) an “accredited investor” or an “institutional accredited investor” within the meaning of Regulation D of the 1933 Act or (iii) not within the United States, not an affiliate of the Company or a person acting on behalf of such an affiliate and Buyer is purchasing Subject Securities in an offshore transaction made in reliance on Regulation S (“Regulation S”Rule 501(a) under the 1933 U.S. Securities Act. ; and (d) Buyer understands all the representations, warranties and covenants agreed upon or made by the holder of the warrant (the “Warrantholder”) during the purchase of the Warrants from the Company continue to be true and correct on the date of exercise of the Warrants and it represents to the Company as such; or (b) is the original purchaser of the Warrants and (a) purchased the Warrants directly from the Company pursuant to the terms and conditions of the Agreement; (b) is exercising the Warrants solely for its own account or for the account of the original beneficial owner, if any, and for whose account such original purchaser exercises sole investment discretion; (c) each of it and any beneficial owner was on the date the Warrants were purchased from the Company, and is on the date of exercise of the Warrants, a “qualified institutional buyer” (as that term is used in Rule 144A of the U.S. Securities Act and is also an “accredited investor” that satisfies one or more of the criteria set forth in Rule 501(a) of Regulation D under the U.S. Securities Act); and (d) all the representations, warranties and covenants agreed upon or made by the Warrantholder, or any beneficial purchaser, as the case may be during the purchase of the Warrants from the Company continue to be true and correct as of the date of exercise of the Warrants and it represents to the Company as such; or (c) is tendering with the exercise form a written opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Company to the effect that the foregoing representations issuance of the Common Shares to be delivered upon exercise of the Warrants have been registered under the U.S. Securities Act and acknowledgments are required in connection with all applicable state securities laws of the United States and other securities laws. Buyer acknowledges that Seller, Parent and others will rely upon the truth and accuracy of Buyer’s representations and acknowledgments set forth herein and agree to notify Seller and Parent promptly in writing if any of the Buyer’s representations or acknowledgments herein ceases to be accurate and complete. Buyer irrevocably authorizes us to produce this letter to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters set forth hereinsuch issuance is exempt from such registration requirements.