Common use of Warrant Certificate Clause in Contracts

Warrant Certificate. Subject to Section III hereof, upon such surrender of this Warrant Certificate and payment of the Exercise Price as aforesaid, the Company shall issue and cause to be delivered to or upon the written order of the Warrantholder a certificate or certificates for the number of full shares of Warrant Stock so purchased upon the exercise of such Warrant, together with cash, as provided in Section VI hereof, in respect of any fractional shares of Warrant Stock otherwise issuable upon such surrender. Such certificate or certificates representing the Warrant Stock shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such shares of Warrant Stock as of the date of receipt by the Company of this Warrant Certificate and payment of the Exercise Price as aforesaid; provided, however, that if, at the date of surrender of this Warrant Certificate and payment of the Exercise Price, the transfer books for the Warrant Stock or other class of stock purchasable upon the exercise of this Warrant shall be closed, the certificate or certificates for the shares of Warrant Stock in respect of which this Warrant is then exercised shall be deemed issuable as of the date on which such books shall next be opened (whether before or after the Termination Date) and until such date the Company shall be under no duty to deliver any certificate for such shares of Warrant Stock; provided further, however, that the transfer books of record, unless otherwise required by law, shall not be closed at any one time for a period longer than twenty (20) days. The rights of purchase represented by this Warrant shall be exercisable, at the election of the Warrantholder, either in full or from time to time in part, and, in the event that this Warrant is exercised in respect of fewer than all of the shares of Warrant Stock purchasable on such exercise at any time prior to the Termination Date, a new Warrant Certificate evidencing the remaining Warrant or Warrants will be issued, and the Company shall deliver the new Warrant Certificate or Certificates pursuant to the provisions of this Section.

Warrant Certificate. Subject (a) For Warrants issued in certificated form, the form of certificate representing Warrants shall be substantially as set out in Schedule “A” hereto or such other form as is authorized from time to Section III hereof, upon such surrender time by the Corporation and the Warrant Agent. Each Warrant Certificate shall be Authenticated manually on behalf of this the Warrant Agent. Each Warrant Certificate shall be signed by any duly authorized signatory of the Corporation whose signature shall appear on the Warrant Certificate and payment of the Exercise Price may be printed, lithographed or otherwise mechanically reproduced thereon and, in such event, certificates so signed are as aforesaid, the Company shall issue valid and cause to be delivered to or binding upon the written order Corporation as if it had been signed manually. Any Warrant Certificate which has a signature as hereinbefore provided shall be valid notwithstanding that the person whose signature is printed, lithographed or mechanically reproduced no longer holds office at the date of the Warrantholder a certificate or certificates for the number of full shares of Warrant Stock so purchased upon the exercise issuance of such Warrantcertificate. The Warrant Certificates may be engraved, together with cashprinted or lithographed, or partly in one form and partly in another, as provided in Section VI hereof, in respect of any fractional shares of Warrant Stock otherwise issuable upon such surrender. Such certificate or certificates representing the Warrant Stock Agent may determine. (b) The Warrant Agent shall Authenticate Uncertificated Warrants (whether upon original issuance, exchange, registration of transfer, partial payment, or otherwise) by completing its Internal Procedures, and the Corporation shall, and hereby acknowledges that it shall, thereupon be deemed to have duly and validly issued such Uncertificated Warrants under this Indenture. Such Authentication shall be conclusive evidence that each such Uncertificated Warrant has been duly issued hereunder and that the holder or holders are entitled to the benefits of this Indenture. The register shall be final and conclusive evidence as to all matters relating to Uncertificated Warrants with respect to which this Indenture requires the Warrant Agent to maintain records or accounts. In case of differences between the register at any time and any person so designated to be named therein other time the register at the later time shall be deemed to have become a holder controlling, absent manifest error and such Uncertificated Warrants are binding on the Corporation. (c) Any Warrant Certificate validly issued in accordance with the terms of record this Indenture in effect at the time of issue of such shares of Warrant Stock as of Certificate shall, subject to the date of receipt by the Company terms of this Indenture and applicable law, validly entitle the holder to acquire Common Shares, notwithstanding that the form of such Warrant Certificate and payment of may not be in the Exercise Price as aforesaid; provided, however, that if, at the date of surrender of form currently required by this Warrant Certificate and payment of the Exercise Price, the transfer books for the Warrant Stock or other class of stock purchasable upon the exercise of this Indenture. (d) No Warrant shall be closedconsidered issued, valid or obligatory nor shall the certificate or certificates for holder thereof be entitled to the shares benefits of this Indenture until the Warrant Stock in respect has been Authenticated by the Warrant Agent. Authentication by the Warrant Agent, including by way of which this Warrant is then exercised shall be deemed issuable as of entry on the date on which such books shall next be opened (whether before or after the Termination Date) and until such date the Company shall be under no duty to deliver any certificate for such shares of Warrant Stock; provided further, however, that the transfer books of record, unless otherwise required by lawregister, shall not be closed at construed as a representation or warranty by the Warrant Agent as to the validity of this Indenture or of such Warrant Certificates or Uncertificated Warrants (except the due Authentication thereof) or as to the performance by the Corporation of its obligations under this Indenture, and the Warrant Agent shall in no respect be liable or answerable for the use made of the Warrants or any one time for a period longer than twenty of them or of the consideration thereof. Authentication by the Warrant Agent shall be conclusive evidence as against the Corporation that the Warrants so Authenticated have been duly issued hereunder and that the holder thereof is entitled to the benefits of this Indenture. (20e) days. The rights of purchase represented by this No Certificated Warrant shall be exercisableconsidered issued and Authenticated or, at if Authenticated, shall be obligatory or shall entitle the election holder thereof to the benefits of this Indenture, until it has been Authenticated by manual signature by or on behalf of the Warrantholder, either in full or from time to time in part, and, Warrant Agent substantially in the event form of the Warrant Certificate set out in Schedule “A” hereto. Such Authentication on any such Certificated Warrant shall be conclusive evidence that this such Certificated Warrant is exercised in respect of fewer than all duly Authenticated and is valid and a binding obligation of the shares of Warrant Stock purchasable on such exercise at any time prior Corporation and that the holder is entitled to the Termination Datebenefits of this Indenture. (f) No Uncertificated Warrant shall be considered issued and shall be obligatory or shall entitle the holder thereof to the benefits of this Indenture, until it has been Authenticated by entry on the register of the particulars of the Uncertificated Warrant. Such entry on the register of the particulars of an Uncertificated Warrant shall be conclusive evidence that such Uncertificated Warrant is a new valid and binding obligation of the Corporation and that the holder is entitled to the benefits of this Indenture. (g) The Authentication by the Warrant Certificate evidencing Agent of any Warrants whether by way of entry on the remaining register or otherwise shall not be construed as a representation or warranty by the Warrant Agent as to the validity of this Indenture or such Warrants will be issued, (except the due Authentication thereof) or as to the performance by the Corporation of its obligations under this Indenture and the Company Warrant Agent shall deliver in no respect be liable or answerable for the new Warrant Certificate use made of the Warrants or Certificates pursuant to any of them or the provisions of this Sectionproceeds thereof.

Warrant Certificate. Subject (1) For Warrants issued in certificated form, the form of certificate representing Warrants shall be substantially as set out in Schedule “A” hereto or such other form as is authorized from time to Section III hereof, upon such surrender time by the Warrant Agent. Each Warrant Certificate shall be Authenticated manually on behalf of this the Warrant Agent. Each Warrant Certificate shall be signed by any two duly authorized signatories of the Corporation; whose signature shall appear on the Warrant Certificate and payment may be printed, lithographed or otherwise mechanically reproduced thereon and, in such event, certificates so signed are as valid and binding upon the Corporation as if it had been signed manually. Any Warrant Certificate which has two signatures as hereinbefore provided shall be valid notwithstanding that one or more of the Exercise Price as aforesaidpersons whose signature is printed, lithographed or mechanically reproduced no longer holds office at the Company shall issue and cause to be delivered to or upon the written order date of the Warrantholder a certificate or certificates for the number of full shares of Warrant Stock so purchased upon the exercise issuance of such Warrantcertificate. The Warrant Certificates may be engraved, together with cashprinted or lithographed, or partly in one form and partly in another, as provided in Section VI hereof, in respect of any fractional shares of Warrant Stock otherwise issuable upon such surrender. Such certificate or certificates representing the Warrant Stock Agent may determine. (2) The Warrant Agent shall Authenticate Uncertificated Warrants (whether upon original issuance, exchange, registration of transfer, partial payment, or otherwise) by completing its Internal Procedures and the Corporation shall, and hereby acknowledges that it shall, thereupon be deemed to have duly and validly issued such Uncertificated Warrants under this Indenture. Such Authentication shall be conclusive evidence that such Uncertificated Warrant has been duly issued hereunder and that the holder or holders are entitled to the benefits of this Indenture. The register shall be final and conclusive evidence as to all matters relating to Uncertificated Warrants with respect to which this Indenture requires the Warrant Agent to maintain records or accounts. In case of differences between the register at any time and any person so designated to be named therein other time the register at the later time shall be deemed to have become a holder controlling, absent manifest error and such Uncertificated Warrants are binding on the Corporation. (3) Any Warrant Certificate validly issued in accordance with the terms of record this Indenture in effect at the time of issue of such shares of Warrant Stock as of Certificate shall, subject to the date of receipt by the Company terms of this Indenture and applicable law, validly entitle the holder to acquire Common Shares, notwithstanding that the form of such Warrant Certificate and payment of may not be in the Exercise Price as aforesaid; provided, however, that if, at the date of surrender of form currently required by this Warrant Certificate and payment of the Exercise Price, the transfer books for the Warrant Stock or other class of stock purchasable upon the exercise of this Indenture. (4) No Warrant shall be closed, the certificate or certificates for the shares of Warrant Stock in respect of which this Warrant is then exercised considered issued and shall be deemed issuable as valid or obligatory or shall entitle the holder thereof to the benefits of this Indenture, until it has been Authenticated by the date Warrant Agent. Authentication by the Warrant Agent, including by way of entry on which such books shall next be opened (whether before or after the Termination Date) and until such date the Company shall be under no duty to deliver any certificate for such shares of Warrant Stock; provided further, however, that the transfer books of record, unless otherwise required by lawregister, shall not be closed at construed as a representation or warranty by the Warrant Agent as to the validity of this Indenture or of such Warrant Certificates or Uncertificated Warrants (except the due Authentication thereof) or as to the performance by the Corporation of its obligations under this Indenture and the Warrant Agent shall in no respect be liable or answerable for the use made of the Warrants or any one time for a period longer than twenty of them or of the consideration thereof. Authentication by the Warrant Agent shall be conclusive evidence as against the Corporation that the Warrants so Authenticated have been duly issued hereunder and that the holder thereof is entitled to the benefits of this Indenture. (205) days. The rights of purchase represented by this No Certificated Warrant shall be exercisableconsidered issued and Authenticated or, at if Authenticated, shall be obligatory or shall entitle the election holder thereof to the benefits of this Indenture, until it has been Authenticated by manual signature by or on behalf of the Warrantholder, either in full or from time to time in part, and, Warrant Agent substantially in the event form of the Warrant set out in Schedule “A” hereto. Such Authentication on any such Certificated Warrant shall be conclusive evidence that this such Certificated Warrant is exercised in respect of fewer than all duly Authenticated and is valid and a binding obligation of the shares of Warrant Stock purchasable on such exercise at any time prior Corporation and that the holder is entitled to the Termination Datebenefits of this Indenture. (6) No Uncertificated Warrant shall be considered issued and shall be obligatory or shall entitle the holder thereof to the benefits of this Indenture, until it has been Authenticated by entry on the register of the particulars of the Uncertificated Warrant. Such entry on the register of the particulars of an Uncertificated Warrant shall be conclusive evidence that such Uncertificated Warrant is a new valid and binding obligation of the Corporation and that the holder is entitled to the benefits of this Indenture. (7) The Authentication by the Warrant Certificate evidencing Agent of any Warrants whether by way of entry on the remaining register or otherwise shall not be construed as a representation or warranty by the Warrant Agent as to the validity of the Indenture or such Warrants will be issued, (except the due Authentication thereof) or as to the performance by the Corporation of its obligations under this Indenture and the Company Warrant Agent shall deliver in no respect be liable or answerable for the new Warrant Certificate use made of the Warrants or Certificates pursuant to any of them or the provisions of this Sectionproceeds thereof.

Warrant Certificate. Subject This Warrant Certificate certifies that , or registered assigns, is the registered holder of warrant(s) evidenced hereby (the “Warrants” and each, a “Warrant”) to Section III hereofpurchase shares of common stock, $0.0001 par value per share (“Common Stock”), of FG Merger Corp., a Delaware corporation (the “Company”). Each whole Warrant entitles the holder, upon such exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and non-assessable shares of Common Stock as set forth below, at the exercise price (the “Warrant Price”) as determined pursuant to the Warrant Agreement, payable in lawful money of the United States of America upon surrender of this Warrant Certificate and payment of the Exercise Warrant Price (or through “cashless exercise” as aforesaid, provided for in the Company shall issue and cause to be delivered to Warrant Agreement) at the office or upon the written order agency of the Warrantholder a certificate or certificates Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement. Each whole Warrant is initially exercisable for the number one fully paid and non-assessable share of full Common Stock. No fractional shares will be issued upon exercise of Warrant Stock so purchased any Warrant. If, upon the exercise of such WarrantWarrants, together with casha holder would be entitled to receive a fractional interest in a share of Common Stock, as provided in Section VI hereofthe Company will, in respect upon exercise, round down to the nearest whole number of any fractional the number of shares of Warrant Common Stock otherwise to be issued to the holder of the Warrant. The number of shares of Common Stock issuable upon such surrender. Such certificate or certificates representing exercise of the Warrants is subject to adjustment upon the occurrence of certain events as set forth in the Warrant Agreement. The initial Warrant Price per share of Common Stock shall for any Warrant is equal to $11.50 per share. The Warrant Price is subject to adjustment upon the occurrence of certain events as set forth in the Warrant Agreement. Subject to the conditions set forth in the Warrant Agreement, the Warrants may be deemed exercised only during the Exercise Period and to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record the extent not exercised by the end of such shares of Warrant Stock as of Exercise Period, such Warrants shall become null and void. Reference is hereby made to the date of receipt by the Company further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as though fully set forth at this place. This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement. This Warrant Certificate shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles thereof. FG MERGER CORP. By: Name: Exxxx Xxxxxx Title: Chief Financial Officer CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent By: Name: Title: The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive shares of Common Stock and are issued or to be issued pursuant to a Warrant Agreement dated as of [__], 202[_] (the “Warrant Agreement”), duly executed and delivered by the Company to Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (or successor warrant agent) (collectively, the “Warrant Agent”), which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words “holders” or “holder” meaning the Registered Holders or Registered Holder, respectively) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement. Warrants may be exercised at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate may exercise them by surrendering this Warrant Certificate, with the form of election to purchase set forth hereon properly completed and executed, together with payment of the Exercise Warrant Price as aforesaid; provided, however, that if, specified in the Warrant Agreement (or through “cashless exercise” as provided for in the Warrant Agreement) at the date of surrender of this Warrant Certificate and payment principal corporate trust office of the Exercise Price, Warrant Agent. In the transfer books for the Warrant Stock or other class of stock purchasable event that upon the any exercise of this Warrant shall be closed, Warrants evidenced hereby the certificate or certificates for the shares number of Warrant Stock in respect of which this Warrant is then Warrants exercised shall be deemed issuable as less than the total number of the date on which such books shall next be opened (whether before or after the Termination Date) and until such date the Company Warrants evidenced hereby, there shall be under no duty to deliver any certificate for such shares of Warrant Stock; provided further, however, that the transfer books of record, unless otherwise required by law, shall not be closed at any one time for a period longer than twenty (20) days. The rights of purchase represented by this Warrant shall be exercisable, at the election of the Warrantholder, either in full or from time to time in part, and, in the event that this Warrant is exercised in respect of fewer than all of the shares of Warrant Stock purchasable on such exercise at any time prior issued to the Termination Dateholder hereof or his, her or its assignee, a new Warrant Certificate evidencing the remaining number of Warrants not exercised. Notwithstanding anything else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement covering the shares of Common Stock to be issued upon exercise is effective under the Securities Act and (ii) a prospectus thereunder relating to the shares of Common Stock is current, except through “cashless exercise” as provided for in the Warrant Agreement. The Warrant Agreement provides that upon the occurrence of certain events the number of shares of Common Stock issuable upon exercise of the Warrants will be issued, and the Warrant Price set forth on the face hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to receive a fractional interest in Common Stock, the Company shall deliver shall, upon exercise, round down to the nearest whole number of shares of Common Stock to be issued to the holder of the Warrant. Warrant Certificates, when surrendered at the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legal representative or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate a like number of Warrants. Upon due presentation for registration of transfer of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant Certificates pursuant of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the provisions transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental charge imposed in connection therewith. The Company and the Warrant Agent may deem and treat the Registered Holder(s) hereof as the absolute owner(s) of this SectionWarrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a stockholder of the Company.

Warrant Certificate. Subject This Warrant Certificate certifies that , or registered assigns, is the registered holder of warrants (the “Warrants”) to Section III purchase ordinary shares, no par value (the “Ordinary Shares”), of BGS Acquisition Corp., a British Virgin Island business company (the “Company”). Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to on the reverse hereof, to receive from the Company that number of fully paid and nonassessable Ordinary Shares as set forth below, at the exercise price (the “Exercise Price”) as determined pursuant to the Warrant Agreement, payable in lawful money (or through “cashless exercise” if permitted by the Warrant Agreement) of the United States of America upon such surrender of this Warrant Certificate and payment of the Exercise Price as aforesaidat the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement. Each Warrant is initially exercisable for one fully paid and non-assessable Ordinary Share. The number of Ordinary Shares issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement. The initial Exercise Price per Ordinary Share for any Warrant is equal to $10.00 per share. The Exercise Price is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement. Subject to the conditions set forth in the Warrant Agreement, the Company shall issue Warrants may be exercised only during the Exercise Period and cause to be delivered to or upon the written order of extent not exercised by the Warrantholder a certificate or certificates for the number of full shares of Warrant Stock so purchased upon the exercise end of such WarrantExercise Period, together with cash, as provided in Section VI hereof, in respect of any fractional shares of Warrant Stock otherwise issuable upon such surrenderWarrants shall become void. Such certificate or certificates representing Reference is hereby made to the Warrant Stock shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such shares of Warrant Stock as of the date of receipt by the Company further provisions of this Warrant Certificate set forth on the reverse hereof and payment of such further provisions shall for all purposes have the Exercise Price same effect as aforesaid; provided, however, that if, though fully set forth at the date of surrender of this place. This Warrant Certificate and payment of the Exercise Price, the transfer books for the Warrant Stock or other class of stock purchasable upon the exercise of this Warrant shall be closed, the certificate or certificates for the shares of Warrant Stock in respect of which this Warrant is then exercised shall be deemed issuable as of the date on which such books shall next be opened (whether before or after the Termination Date) and until such date the Company shall be under no duty to deliver any certificate for such shares of Warrant Stock; provided further, however, that the transfer books of record, unless otherwise required by law, shall not be closed at any one time for a period longer than twenty (20) daysvalid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement. The rights of purchase represented by this This Warrant Certificate shall be exercisable, at governed and construed in accordance with the election internal laws of the WarrantholderState of New York, either in full or from time without regard to time in partconflicts of laws principles thereof. By: /s/ Name: Xxxxx Xxxx Title: Chief Executive Officer CONTINENTAL STOCK TRANSFER & TRUST COMPANY, and, in the event that this as Warrant is exercised in respect of fewer than all of the shares of Warrant Stock purchasable on such exercise at any time prior to the Termination Date, a new Warrant Certificate evidencing the remaining Warrant or Warrants will be issued, and the Company shall deliver the new Warrant Certificate or Certificates pursuant to the provisions of this Section.Agent By: /s/ Name: Title:

Warrant Certificate. Subject (1) For Warrants issued in certificated form, the form of certificate representing Warrants shall be substantially as set out in (i) Schedule “A-1” for Canadian Warrants and (ii) Schedule “A” for US Warrants hereto or such other form as is authorized from time to Section III hereof, upon such surrender time by the Warrant Agent. Each Warrant Certificate shall be Authenticated manually on behalf of this the Warrant Agent. Each Warrant Certificate shall be signed by any two of the following Xxxxx Xxxxxxx and Xxxxx Xxxxx; whose signature shall appear on the Warrant Certificate and payment may be printed, lithographed or otherwise mechanically reproduced thereon and, in such event, certificates so signed are as valid and binding upon the Corporation as if it had been signed manually. Any Warrant Certificate which has two signatures as hereinbefore provided shall be valid notwithstanding that one or more of the Exercise Price persons whose signature is printed, lithographed or mechanically reproduced no longer holds office at the date of issuance of such certificate. The Warrant Certificates may be engraved, printed or lithographed, or partly in one form and partly in another, as aforesaidthe Warrant Agent may determine. (2) Any Warrant Certificate validly issued in accordance with the terms of this Indenture in effect at the time of issue of such Warrant Certificate shall, subject to the Company terms of this Indenture and applicable law, validly entitle the holder to acquire Common Shares, notwithstanding that the form of such Warrant Certificate may not be in the form currently required by this Indenture. (3) No Warrant shall issue be considered issued and cause shall be valid or obligatory or shall entitle the holder thereof to the benefits of this Indenture, until it has been Authenticated by the Warrant Agent. Authentication by the Warrant Agent shall not be delivered construed as a representation or warranty by the Warrant Agent as to the validity of this Indenture or upon of such Warrant Certificates or Uncertifcated Warrants (except the written order due Authentication thereof) or as to the performance by the Corporation of its obligations under this Indenture and the Warrant Agent shall in no respect be liable or answerable for the use made of the Warrantholder a certificate Warrants or certificates for any of them or of the number of full shares of Warrant Stock so purchased upon the exercise of such Warrant, together with cash, as provided in Section VI hereof, in respect of any fractional shares of Warrant Stock otherwise issuable upon such surrenderconsideration thereof. Such certificate or certificates representing Authentication by the Warrant Stock Agent shall be conclusive evidence as against the Corporation that the Warrants so Authenticated have been duly issued hereunder and that the holder thereof is entitled to the benefits of this Indenture. (4) The Warrant Agent shall Authenticate Uncertificated Warrants (whether upon original issuance, exchange, registration of transfer, or otherwise) by completing its Internal Procedures and the Corporation shall, and hereby acknowledges that it shall, thereupon be deemed to have duly and validly issued such Uncertificated Warrants under this Indenture. Such Authentication shall be conclusive evidence that such Uncertificated Warrant has been duly issued hereunder and that the holder or holders are entitled to the benefits of this Indenture. The register shall be final and conclusive evidence as to all matters relating to Uncertificated Warrants with respect to which this Indenture requires the Warrant Agent to maintain records or accounts. In case of differences between the register at any time and any other time the register at the later time shall be controlling, absent manifest error. (5) Valid, bona fide and authentic Transaction Statements and Statements of Account are neither Warrants nor negotiable instruments; they constitute prima facie evidence of records kept in the register but in case of any conflict as at any date or dates between the register, on the one hand, and Transaction Statements or Statements of Account on the other hand, the register shall control and be conclusive, absent manifest error. Any person to whom one or more valid, bona fide and authentic Transaction Statements or Statements of Account have been issued and any person so designated to in error or which conflict with or are not supported by the register (or who should have received but did not receive one or more Transaction Statements or Statements of Account ) shall have whatever remedies therefore as may be named therein available at law or in equity but shall not be deemed to have become a be the holder of record a Warrant entitled to payments thereon or the benefits of this Indenture, except to the extent, if any, such shares person is shown in the register as the holder of an Uncertificated Warrant. (6) Recipients of Transaction Statements and Statements of Account shall, subject to Section 2.9, be required to express any objections they may have about alleged inaccuracies in such Transaction Statements and Statements of Account which adversely affect them in writing (including email) to the Warrant Stock as Agent within a reasonable time, not exceeding five (5) days of the date of actual receipt by the Company of this Warrant Certificate and payment holder thereof; all rights of the Exercise Price as aforesaid; providedholder, howeversubject to Section 2.9, that if, at the date to benefit from correction of surrender of this Warrant Certificate and payment of the Exercise Price, the transfer books for the Warrant Stock or other class of stock purchasable upon the exercise of this such alleged inaccuracy not so expressed within such time shall be deemed irrevocably waived. (7) No Certificated Warrant shall be closedconsidered issued and Authenticated or, if Authenticated, shall be obligatory or shall entitle the certificate holder thereof to the benefits of this Indenture, until it has been Authenticated by manual signature by or certificates on behalf of the Warrant Agent substantially in the form of the Warrant set out in (i) Schedule “A-1” for the shares of Canadian Warrants and (ii) Schedule “A” for US Warrants hereto. Such Authentication on any such Certificated Warrant Stock in respect of which this shall be conclusive evidence that such Certificated Warrant is then exercised shall be deemed issuable as duly Authenticated and is valid and a binding obligation of the date on which such books shall next be opened (whether before or after the Termination Date) Corporation and until such date the Company shall be under no duty to deliver any certificate for such shares of Warrant Stock; provided further, however, that the transfer books holder is entitled to the benefits of record, unless otherwise required this Indenture. The Authentication by law, the Warrant Agent on any such Certificated Warrant hereunder shall not be closed at construed as a representation or warranty by the Warrant Agent as to the validity of this Indenture or of such Warrant or its issuance (except the due Authentication thereof and any one time other warranties by law) or as to the performance by the Corporation of its obligations under this Indenture and the Warrant Agent shall in no respect be liable or answerable for a period longer than twenty the use made of the Warrants or any of them or the proceeds thereof. (20) days. The rights of purchase represented by this 8) No Uncertificated Warrant shall be exercisableconsidered issued and shall be obligatory or shall entitle the holder thereof to the benefits of this Indenture, at until it has been Authenticated by entry on the election register of the Warrantholder, either in full or from time to time in part, and, in particulars of the event Uncertificated Warrant. Such entry on the register of the particulars of an Uncertificated Warrant shall be conclusive evidence that this such Uncertificated Warrant is exercised in respect of fewer than all a valid and binding obligation of the shares of Warrant Stock purchasable on such exercise at any time prior Corporation and that the holder is entitled to the Termination Date, benefits of this Indenture. Authenticating by way of entry on the register shall not be construed as a new representation or warranty by the Warrant Certificate evidencing Agent as to the remaining Warrant validity of this Indenture or of such Warrants will be issued, (except the due Authentication thereof) or as to the performance by the Corporation of its obligations under this Indenture and the Company Warrant Agent shall deliver in no respect be liable or answerable for the new Warrant Certificate use made of the Uncertificated Warrants or Certificates pursuant to any of them or the provisions of this Sectionproceeds thereof.

Warrant Certificate. Subject This Warrant Certificate certifies that Shell Capital Inc., or registered assigns thereof, is the holder of ________ warrants (the "Warrants") to Section III purchase shares of common stock of Brigxxx Xxxloration Company, a Delaware corporation (the "Company"). Each Warrant entitles the holder, but only subject to the conditions set forth herein and in the Warrant Agreement referred to below, to purchase from the Company before 11:59 p.m., Central Standard Time, on the Expiration Date, as such term is defined in the Warrant Agreement, one fully paid and non-assessable share of common stock of the Company ("Warrant Stock") at a price (the "Exercise Price") of _______________________ ($______) per share of Warrant Stock payable as set forth in the Warrant Agreement. The number of shares of Warrant Stock for which each Warrant is exercisable and the Exercise Price are each subject to adjustment prior to the Expiration Date upon the occurrence of certain events as set forth in the Warrant Agreement. The Company may deem and treat the registered holders of the Warrants evidenced hereby as the absolute owner thereof (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof and of any distribution to the holders hereof, upon and for all other purposes. Warrant Certificates, when surrendered at the office of the Company by the registered holder hereof in person or by a legal representative duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate a like number of Warrants. Upon due presentment for registration of transfer of this Warrant Certificate at the office of the Company at 6300 Xxxxxx Xxxxx Xxxxxxx, Xxxxxxxx 0, Xxxxx 000, Xxxxxx, Xxxxx 00000, Xxtention: President, or such surrender other address as the Company may specify in writing to the registered holder of the Warrants evidenced hereby, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee in exchange for this Warrant Certificate to the transferee(s) and, if less than all the Warrants evidenced hereby are to be transferred, the registered holder hereof, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental charge imposed in connection therewith. The Warrant Certificate is one of the Warrant Certificates referred to in the Warrant Agreement, dated as of ____________, 2000, between the Company and the initial holder of Warrants party thereto (the "Warrant Agreement"). Said Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Company and the holders, and in the event of any conflict between the terms of this Warrant Certificate and payment of the Exercise Price as aforesaid, the Company shall issue and cause to be delivered to or upon the written order of the Warrantholder a certificate or certificates for the number of full shares of Warrant Stock so purchased upon the exercise of such Warrant, together with cash, as provided in Section VI hereof, in respect of any fractional shares of Warrant Stock otherwise issuable upon such surrender. Such certificate or certificates representing the Warrant Stock shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such shares of Warrant Stock as of the date of receipt by the Company of this Warrant Certificate and payment of the Exercise Price as aforesaid; provided, however, that if, at the date of surrender of this Warrant Certificate and payment of the Exercise Price, the transfer books for the Warrant Stock or other class of stock purchasable upon the exercise of this Warrant shall be closed, the certificate or certificates for the shares of Warrant Stock in respect of which this Warrant is then exercised shall be deemed issuable as of the date on which such books shall next be opened (whether before or after the Termination Date) and until such date the Company shall be under no duty to deliver any certificate for such shares of Warrant Stock; provided further, however, that the transfer books of record, unless otherwise required by law, shall not be closed at any one time for a period longer than twenty (20) days. The rights of purchase represented by this Warrant shall be exercisable, at the election of the Warrantholder, either in full or from time to time in part, and, in the event that this Warrant is exercised in respect of fewer than all of the shares of Warrant Stock purchasable on such exercise at any time prior to the Termination Date, a new Warrant Certificate evidencing the remaining Warrant or Warrants will be issued, and the Company shall deliver the new Warrant Certificate or Certificates pursuant to the provisions of this Sectionthe Warrant Agreement, the provisions of the Warrant Agreement shall control.

Warrant Certificate. Subject (a) For Warrants issued in certificated form, the form of certificate representing Warrants shall be substantially as set out in Schedule “A” hereto or such other form as is authorized from time to Section III hereof, upon such surrender time by the Warrant Agent. Each Warrant Certificate shall be Authenticated manually on behalf of the Warrant Agent and signed by any duly authorized signatory of the Corporation in accordance with the provisions of this Indenture. (b) The Warrant Certificate Agent shall Authenticate Uncertificated Warrants (whether upon original issuance, exchange, registration of transfer, partial payment, or otherwise) by completing its Internal Procedures, and payment of the Exercise Price as aforesaidCorporation shall, the Company shall issue and cause to be delivered to or upon the written order of the Warrantholder a certificate or certificates for the number of full shares of Warrant Stock so purchased upon the exercise of such Warranthereby acknowledges that it shall, together with cash, as provided in Section VI hereof, in respect of any fractional shares of Warrant Stock otherwise issuable upon such surrender. Such certificate or certificates representing the Warrant Stock shall thereupon be deemed to have duly and validly issued such Uncertificated Warrants under this Indenture. Such Authentication shall be conclusive evidence that each such Uncertificated Warrant has been duly issued hereunder and that the holder or holders are entitled to the benefits of this Indenture. The register shall be final and conclusive evidence as to all matters relating to Uncertificated Warrants with respect to which this Indenture requires the Warrant Agent to maintain records or accounts. In case of differences between the register at any time and any person so designated to be named therein other time the register at the later time shall be deemed to have become a holder controlling, absent manifest error and such Uncertificated Warrants are binding on the Corporation. (c) Any Warrant Certificate validly issued in accordance with the terms of record this Indenture in effect at the time of issue of such shares of Warrant Stock as of Certificate shall, subject to the date of receipt by the Company terms of this Indenture and applicable law, validly entitle the holder to acquire Common Shares, notwithstanding that the form of such Warrant Certificate and payment of may not be in the Exercise Price as aforesaid; provided, however, that if, at the date of surrender of form currently required by this Warrant Certificate and payment of the Exercise Price, the transfer books for the Warrant Stock or other class of stock purchasable upon the exercise of this Indenture. (d) No Warrant shall be closedconsidered issued, valid or obligatory nor shall the certificate or certificates for holder thereof be entitled to the shares benefits of this Indenture until the Warrant Stock in respect has been Authenticated by the Warrant Agent. Authentication by the Warrant Agent, including by way of which this Warrant is then exercised shall be deemed issuable as of entry on the date on which such books shall next be opened (whether before or after the Termination Date) and until such date the Company shall be under no duty to deliver any certificate for such shares of Warrant Stock; provided further, however, that the transfer books of record, unless otherwise required by lawregister, shall not be closed at construed as a representation or warranty by the Warrant Agent as to the validity of this Indenture or of such Warrant Certificates or Uncertificated Warrants (except the due Authentication thereof) or as to the performance by the Corporation of its obligations under this Indenture and the Warrant Agent shall in no respect be liable or answerable for the use made of the Warrants or any one time for a period longer than twenty of them or of the consideration thereof. Authentication by the Warrant Agent shall be conclusive evidence as against the Corporation that the Warrants so Authenticated have been duly issued hereunder and that the holder thereof is entitled to the benefits of this Indenture. (20e) days. The rights of purchase represented by this No Certificated Warrant shall be exercisableconsidered issued and Authenticated or, at if Authenticated, shall be obligatory or shall entitle the election holder thereof to the benefits of this Indenture, until it has been Authenticated by manual signature by or on behalf of the Warrantholder, either in full or from time to time in part, and, Warrant Agent substantially in the event form of the Warrant Certificate set out in Schedule “A” hereto. Such Authentication on any such Certificated Warrant shall be conclusive evidence that this such Certificated Warrant is exercised in respect of fewer than all duly Authenticated and is valid and a binding obligation of the shares of Warrant Stock purchasable on such exercise at any time prior Corporation and that the holder is entitled to the Termination Datebenefits of this Indenture. (f) No Uncertificated Warrant shall be considered issued and shall be obligatory or shall entitle the holder thereof to the benefits of this Indenture, until it has been Authenticated by entry on the register of the particulars of the Uncertificated Warrant. Such entry on the register of the particulars of an Uncertificated Warrant shall be conclusive evidence that such Uncertificated Warrant is a new valid and binding obligation of the Corporation and that the holder is entitled to the benefits of this Indenture. (g) The Authentication by the Warrant Certificate evidencing Agent of any Warrants whether by way of entry on the remaining register or otherwise shall not be construed as a representation or warranty by the Warrant Agent as to the validity of this Indenture or such Warrants will be issued, (except the due Authentication thereof) or as to the performance by the Corporation of its obligations under this Indenture and the Company Warrant Agent shall deliver in no respect be liable or answerable for the new Warrant Certificate use made of the Warrants or Certificates pursuant to any of them or the provisions of this Sectionproceeds thereof.

Warrant Certificate. Subject (a) For Warrants issued in certificated form, the form of certificate representing Warrants shall be substantially as set out in Schedule "A" hereto or such other form as is authorized from time to Section III hereof, upon such surrender time by the Warrant Agent. Each Warrant Certificate shall be Authenticated manually on behalf of the Warrant Agent and signed by any duly authorized signatory of the Corporation in accordance with the provisions of this Indenture. (b) The Warrant Certificate Agent shall Authenticate Uncertificated Warrants (whether upon original issuance, exchange, registration of transfer, partial payment, or otherwise) by completing its Internal Procedures, and payment of the Exercise Price as aforesaidCorporation shall, the Company shall issue and cause to be delivered to or upon the written order of the Warrantholder a certificate or certificates for the number of full shares of Warrant Stock so purchased upon the exercise of such Warranthereby acknowledges that it shall, together with cash, as provided in Section VI hereof, in respect of any fractional shares of Warrant Stock otherwise issuable upon such surrender. Such certificate or certificates representing the Warrant Stock shall thereupon be deemed to have duly and validly issued such Uncertificated Warrants under this Indenture. Such Authentication shall be conclusive evidence that each such Uncertificated Warrant has been duly issued hereunder and that the holder or holders are entitled to the benefits of this Indenture. The register shall be final and conclusive evidence as to all matters relating to Uncertificated Warrants with respect to which this Indenture requires the Warrant Agent to maintain records or accounts. In case of differences between the register at any time and any person so designated to be named therein other time the register at the later time shall be deemed to have become a holder controlling, absent manifest error and such Uncertificated Warrants are binding on the Corporation. (c) Any Warrant Certificate validly issued in accordance with the terms of record this Indenture in effect at the time of issue of such shares of Warrant Stock as of Certificate shall, subject to the date of receipt by the Company terms of this Indenture and applicable law, validly entitle the holder to acquire Subordinate Voting Shares, notwithstanding that the form of such Warrant Certificate and payment of may not be in the Exercise Price as aforesaid; provided, however, that if, at the date of surrender of form currently required by this Warrant Certificate and payment of the Exercise Price, the transfer books for the Warrant Stock or other class of stock purchasable upon the exercise of this Indenture. (d) No Warrant shall be closedconsidered issued, valid or obligatory nor shall the certificate or certificates for holder thereof be entitled to the shares benefits of this Indenture until the Warrant Stock in respect has been Authenticated by the Warrant Agent. Authentication by the Warrant Agent, including by way of which this Warrant is then exercised shall be deemed issuable as of entry on the date on which such books shall next be opened (whether before or after the Termination Date) and until such date the Company shall be under no duty to deliver any certificate for such shares of Warrant Stock; provided further, however, that the transfer books of record, unless otherwise required by lawregister, shall not be closed at construed as a representation or warranty by the Warrant Agent as to the validity of this Indenture or of such Warrant Certificates or Uncertificated Warrants (except the due Authentication thereof) or as to the performance by the Corporation of its obligations under this Indenture and the Warrant Agent shall in no respect be liable or answerable for the use made of the Warrants or any one time for a period longer than twenty of them or of the consideration thereof. Authentication by the Warrant Agent shall be conclusive evidence as against the Corporation that the Warrants so Authenticated have been duly issued hereunder and that the holder thereof is entitled to the benefits of this Indenture. (20e) days. The rights of purchase represented by this No Certificated Warrant shall be exercisableconsidered issued and Authenticated or, at if Authenticated, shall be obligatory or shall entitle the election holder thereof to the benefits of this Indenture, until it has been Authenticated by manual signature by or on behalf of the Warrantholder, either in full or from time to time in part, and, Warrant Agent substantially in the event form of the Warrant Certificate set out in Schedule "A" hereto. Such Authentication on any such Certificated Warrant shall be conclusive evidence that this such Certificated Warrant is exercised in respect of fewer than all duly Authenticated and is valid and a binding obligation of the shares of Warrant Stock purchasable on such exercise at any time prior Corporation and that the holder is entitled to the Termination Datebenefits of this Indenture. (f) No Uncertificated Warrant shall be considered issued and shall be obligatory or shall entitle the holder thereof to the benefits of this Indenture, until it has been Authenticated by entry on the register of the particulars of the Uncertificated Warrant. Such entry on the register of the particulars of an Uncertificated Warrant shall be conclusive evidence that such Uncertificated Warrant is a new valid and binding obligation of the Corporation and that the holder is entitled to the benefits of this Indenture. (g) The Authentication by the Warrant Certificate evidencing Agent of any Warrants whether by way of entry on the remaining register or otherwise shall not be construed as a representation or warranty by the Warrant Agent as to the validity of this Indenture or such Warrants will be issued, (except the due Authentication thereof) or as to the performance by the Corporation of its obligations under this Indenture and the Company Warrant Agent shall deliver in no respect be liable or answerable for the new Warrant Certificate use made of the Warrants or Certificates pursuant to any of them or the provisions of this Sectionproceeds thereof.

Warrant Certificate. Subject (1) For Warrants issued in certificated form, the form of certificate representing Warrants shall be substantially as set out in Schedule “A” hereto and shall include such legends as required under Section 2.8 or such other form as is authorized from time to Section III hereof, upon such surrender time by the Warrant Agent. Each Warrant Certificate shall be Authenticated by or on behalf of this the Warrant Agent. Each Warrant Certificate shall be signed by any two duly authorized signatories of the Company; whose signature shall appear on the Warrant Certificate and payment may be printed, lithographed or otherwise mechanically reproduced thereon and, in such event, certificates so signed are as valid and binding upon the Company as if it had been signed manually. Any Warrant Certificate which has two signatures duly executed by the Company as hereinbefore provided shall be valid notwithstanding that one or more of the Exercise Price persons whose signature is printed, lithographed or mechanically reproduced no longer holds office at the date of issuance of such certificate. The Warrant Certificates may be engraved, printed or lithographed, or partly in one form and partly in another, as aforesaidthe Warrant Agent may determine. (2) The Warrant Agent shall Authenticate Uncertificated Warrants (whether upon original issuance, exchange, registration of transfer, partial payment, or otherwise) by completing its Internal Procedures and the Company shall issue shall, and cause to be delivered to or upon the written order of the Warrantholder a certificate or certificates for the number of full shares of Warrant Stock so purchased upon the exercise of such Warranthereby acknowledges that it shall, together with cash, as provided in Section VI hereof, in respect of any fractional shares of Warrant Stock otherwise issuable upon such surrender. Such certificate or certificates representing the Warrant Stock shall thereupon be deemed to have duly and validly issued such Uncertificated Warrants under this Indenture. Such Authentication shall be conclusive evidence that such Uncertificated Warrant has been duly issued hereunder and that the holder or holders are entitled to the benefits of this Indenture. The register of Warrantholders shall be final and conclusive evidence as to all matters relating to Uncertificated Warrants with respect to which this Indenture requires the Warrant Agent to maintain records or accounts. In case of differences between the register of Warrantholders at any time and any other time, the register of Warrantholders at the later time shall be controlling, absent manifest error, and such Uncertificated Warrants are binding on the Company. (3) Any Warrant Certificate validly issued in accordance with the terms of this Indenture in effect at the time of issue of such Warrant Certificate shall, subject to the terms of this Indenture and applicable law, validly entitle the holder to acquire Common Shares, notwithstanding that the form of such Warrant Certificate may not be in the form currently required by this Indenture. (4) No Warrant shall be considered issued and any person so designated to be named therein shall be deemed valid or obligatory or shall entitle the holder thereof to have become the benefits of this Indenture, until it has been Authenticated by the Warrant Agent. Authentication by the Warrant Agent, including by way of entry on the register of Warrantholders, shall not be construed as a holder representation or warranty by the Warrant Agent as to the validity of record this Indenture or of such shares of Warrant Stock Certificates or Uncertificated Warrants (except the due Authentication thereof) or as of to the date of receipt performance by the Company of its obligations under this Indenture and the Warrant Certificate and payment Agent shall in no respect be liable or answerable for the use made of the Exercise Price Warrants or any of them or of the consideration thereof. Authentication by the Warrant Agent shall be conclusive evidence as aforesaid; provided, however, against the Company that if, at the date of surrender Warrants so Authenticated have been duly issued hereunder and that the holder thereof is entitled to the benefits of this Warrant Certificate and payment of the Exercise Price, the transfer books for the Warrant Stock or other class of stock purchasable upon the exercise of this Indenture. (5) No Certificated Warrant shall be closedconsidered issued and Authenticated or, if Authenticated, shall be obligatory or shall entitle the certificate holder thereof to the benefits of this Indenture, until it has been Authenticated by signature by or certificates for on behalf of the shares Warrant Agent substantially in the form of the Warrant Stock set out in respect of which this Schedule “A” hereto. Such Authentication on any such Certificated Warrant shall be conclusive evidence that such Certificated Warrant is then exercised duly Authenticated and is valid and a binding obligation of the Company and that the holder is entitled to the benefits of this Indenture. (6) No Uncertificated Warrant shall be deemed issuable as considered issued and shall be obligatory or shall entitle the holder thereof to the benefits of this Indenture, until it has been Authenticated by entry on the register of Warrantholders of the date particulars of the Uncertificated Warrant. Such entry on which the register of Warrantholders of the particulars of an Uncertificated Warrant shall be conclusive evidence that such books shall next be opened (whether before or after the Termination Date) Uncertificated Warrant is a valid and until such date binding obligation of the Company shall be under no duty to deliver any certificate for such shares of Warrant Stock; provided further, however, and that the transfer books holder is entitled to the benefits of record, unless this Indenture. (7) The Authentication by the Warrant Agent of any Warrants whether by way of entry on the register of Warrantholders or otherwise required by law, shall not be closed at any one time for construed as a period longer than twenty (20) days. The rights of purchase represented representation or warranty by this the Warrant shall be exercisable, at Agent as to the election validity of the Warrantholder, either Indenture or such Warrants (except the due Authentication thereof) or as to the performance by the Company of its obligations under this Indenture and the Warrant Agent shall in full no respect be liable or from time to time in part, and, in answerable for the event that this Warrant is exercised in respect of fewer than all use made of the shares Warrants or any of Warrant Stock purchasable on such exercise at any time prior to them or the Termination Date, a new Warrant Certificate evidencing the remaining Warrant or Warrants will be issued, and the Company shall deliver the new Warrant Certificate or Certificates pursuant to the provisions of this Sectionproceeds thereof.

Warrant Certificate. Subject Agent at the principal office of the Warrant Agent, in the city of Calgary, Alberta, or Vancouver, British Columbia, together with a certified cheque, bank draft, or money order in the lawful money of Canada payable to Section III hereof, upon such or to the order of the Company in an amount equal to the Exercise Price (as defined below) in respect of each Common Share so subscribed for. The surrender of this Warrant Certificate Certificate, the duly completed Exercise Form and payment of the Exercise Price as aforesaid, the Company shall issue and cause to be delivered to or upon the written order of the Warrantholder a certificate or certificates for the number of full shares of Warrant Stock so purchased upon the exercise of such Warrant, together with cash, as provided in Section VI hereof, in respect of any fractional shares of Warrant Stock otherwise issuable upon such surrender. Such certificate or certificates representing the Warrant Stock shall above will be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder effected only on personal delivery thereof to, or if sent by mail or other means of record of such shares of Warrant Stock as of the date of transmission on actual receipt by the Company of this Warrant Certificate and payment of the Exercise Price as aforesaid; provided, however, that if, at the date of surrender of this Warrant Certificate and payment of the Exercise Pricethereof by, the transfer books for Warrant Agent at its principal office as set out above. Subject to adjustment thereof in the events and in the manner set forth in the Warrant Stock or other class of stock purchasable Indenture hereinafter referred to, the exercise price payable for each Common Share upon the exercise of Warrants shall be $0.30 per Common Exercise Price Certificates for the Common Shares subscribed for will be mailed to the persons specified in the Exercise Form at their respective addresses specified therein or, if so specified in the Exercise Form, delivered to such persons at the office where this Warrant shall Certificate is surrendered. If fewer Common Shares are purchased than the number that can be closedpurchased pursuant to this Warrant Certificate, the certificate or certificates for the shares of Warrant Stock in respect of which this Warrant is then exercised shall holder hereof will be deemed issuable as of the date on which such books shall next be opened (whether before or after the Termination Date) and until such date the Company shall be under no duty entitled to deliver any certificate for such shares of Warrant Stock; provided further, however, that the transfer books of record, unless otherwise required by law, shall not be closed at any one time for a period longer than twenty (20) days. The rights of purchase represented by this Warrant shall be exercisable, at the election of the Warrantholder, either in full or from time to time in part, and, in the event that this Warrant is exercised in respect of fewer than all of the shares of Warrant Stock purchasable on such exercise at any time prior to the Termination Date, receive without charge a new Warrant Certificate evidencing in respect of the remaining Warrant or Warrants balance of the Common Shares not so purchased. No fractional Common Shares will be issuedissued upon exercise of any Warrant. This Warrant Certificate evidences Warrants of the Company issued or issuable under the provisions of a warrant indenture (which indenture together with all other instruments supplemental or ancillary thereto is herein referred to Warrant Indenture March 2, 2021 between the Company and Odyssey Trust Company, as Warrant Agent, to which Warrant Indenture reference is hereby made for particulars of the rights of the holders of Warrants, the Company and the Warrant Agent in respect thereof and the terms and conditions on which the Warrants are issued and held, all to the same effect as if the provisions of the Warrant Indenture were herein set forth, to all of which the holder, by acceptance hereof, assents. The Company shall deliver will furnish to the new holder, on request and without charge, a copy of the Warrant Certificate or Certificates pursuant Indenture. On presentation at the principal office of the Warrant Agent as set out above, subject to the provisions of this Section.the Warrant Indenture and on compliance with the reasonable requirements of the Warrant Agent, one or more Warrant Certificates may be exchanged for one or more Warrant Certificates entitling the holder thereof to purchase in the aggregate an equal number of Common Shares as are purchasable under the Warrant Certificate(s) so exchanged. Neither the Warrants nor the Common Shares issuable upon exercise hereof have been or will be registered under the

Warrant Certificate. Subject to Section III hereof, upon such surrender of this Warrant Certificate and payment of the Exercise Price as aforesaid, the Company shall issue and cause to be delivered to or upon the written order of the Warrantholder Warrantholder, by the second trading day after exercise, a certificate or certificates for the number of full shares of Warrant Stock so purchased upon the exercise of such Warrant, together with cash, as provided in Section VI hereof, in respect of any fractional shares of Warrant Stock otherwise issuable upon such surrender. Such certificate or certificates representing the Warrant Stock shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such shares of Warrant Stock as of the date of receipt by the Company of this Warrant Certificate and payment of the Exercise Price as aforesaid; providedPROVIDED, howeverHOWEVER, that if, at the date of surrender of this Warrant Certificate and payment of the Exercise Price, the transfer books for the Warrant Stock or other class of stock purchasable upon the exercise of this Warrant shall be closed, the certificate or certificates for the shares of Warrant Stock in respect of which this Warrant is then exercised shall be deemed issuable as of the date on which such books shall next be opened (whether before or after the Termination Date) and until such date the Company shall be under no duty to deliver any certificate for such shares of Warrant Stock; provided furtherPROVIDED FURTHER, howeverHOWEVER, that the transfer books of record, unless otherwise required by law, shall not be closed at any one time for a period longer than twenty (20) days. The rights of purchase represented by this Warrant shall be exercisable, at the election of the Warrantholder, either in full or from time to time in part, and, in the event that this Warrant is exercised in respect of fewer than all of the shares of Warrant Stock purchasable on such exercise at any time prior to the Termination Date, a new Warrant Certificate evidencing the remaining Warrant or Warrants will be issued, and the Company shall deliver the new Warrant Certificate or Certificates pursuant to the provisions of this Section.

Warrant Certificate. Subject to Section section III hereof, upon such surrender of this Warrant Certificate and payment of the Exercise Price as aforesaid, the Company shall issue and cause to be delivered to or upon the written order of the Warrantholder Warrantholder, by the second trading day after exercise, a certificate or certificates for the number of full shares of Warrant Stock so purchased upon the exercise of such Warrant, together with cash, as provided in Section VI hereof, in respect of any fractional shares of Warrant Stock otherwise issuable upon such surrender. Such certificate or certificates representing the Warrant Stock shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such shares of Warrant Stock as of the date of receipt by the Company of this Warrant Certificate and payment of the Exercise Price as aforesaid; provided, however, that if, at the date of surrender of this Warrant Certificate and payment of the Exercise Price, the transfer books for the Warrant Stock or other class of stock purchasable upon the exercise of this Warrant shall be closed, the certificate or certificates for the shares of Warrant Stock in respect of which this Warrant is then exercised shall be deemed issuable as of the date on which such books shall next be opened (whether before or after the Termination Date) and until such date the Company shall be under no duty to deliver any certificate for such shares of Warrant Stock; provided further, however, that the transfer books of record, unless otherwise required by law, shall not be closed at any one time for a period longer than twenty (20) days. The rights of purchase represented by this Warrant shall be exercisable, at the election of the Warrantholder, either in full or from time to time in part, and, in the event that this Warrant is exercised in respect of fewer than all of the shares of Warrant Stock purchasable on such exercise at any time prior to the Termination Date, a new Warrant Certificate evidencing the remaining Warrant or Warrants will be issued, and the Company shall deliver the new Warrant Certificate or Certificates pursuant to the provisions of this Section.

Warrant Certificate. Subject to Section III hereof, upon such surrender of this Warrant Certificate and payment of the Exercise Price as aforesaid, the Company shall issue and cause to be delivered to or upon the written order of the Warrantholder Warrant holder a certificate or certificates for the number of full shares of Warrant Stock so purchased upon the exercise of such Warrant, together with cash, as provided in Section VI hereof, in respect of any fractional shares of Warrant Stock otherwise issuable upon such surrender. Such certificate or certificates representing the Warrant Stock shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such shares of Warrant Stock as of the date of receipt by the Company of this Warrant Certificate and payment of the Exercise Price as aforesaid; provided, however, that if, at the date of surrender of this Warrant Certificate and payment of the Exercise Price, the transfer books for the Warrant Stock or other class of stock purchasable upon the exercise of this Warrant shall be closed, the certificate or certificates for the shares of Warrant Stock in respect of which this Warrant is then exercised shall be deemed issuable as of the date on which such books shall next be opened (whether before or after the Termination Date) and until such date the Company shall be under no duty to deliver any certificate for such shares of Warrant Stock; provided further, however, that the transfer books of record, unless otherwise required by law, shall not be closed at any one time for a period longer than twenty (20) days. The rights of purchase represented by this Warrant shall be exercisable, at the election of the WarrantholderWarrant holder, either in full or from time to time in part, and, in the event that this Warrant is exercised in respect of fewer than all of the shares of Warrant Stock purchasable on such exercise at any time prior to the Termination Date, a new Warrant Certificate evidencing the remaining Warrant or Warrants will be issued, and the Company shall deliver the new Warrant Certificate or Certificates pursuant to the provisions of this Section.

Warrant Certificate. Subject ‌ 1) For Warrants issued in certificated form, the form of certificate representing Warrants shall be substantially as set out in Schedule “A” hereto and shall include such legends as required under Section 2.8 or such other form as is authorized from time to Section III hereof, upon such surrender time by the Warrant Agent. Each Warrant Certificate shall be Authenticated manually by or on behalf of this the Warrant Agent. Each Warrant Certificate shall be signed by any two duly authorized signatories of the Company; whose signature shall appear on the Warrant Certificate and payment may be printed, lithographed or otherwise mechanically reproduced thereon and, in such event, certificates so signed are as valid and binding upon the Company as if it had been signed manually. Any Warrant Certificate which has two signatures as hereinbefore provided shall be valid notwithstanding that one or more of the Exercise Price persons whose signature is printed, lithographed or mechanically reproduced no longer holds office at the date of issuance of such certificate. The Warrant Certificates may be engraved, printed or lithographed, or partly in one form and partly in another, as aforesaidthe Warrant Agent may determine. 2) The Warrant Agent shall Authenticate Uncertificated Warrants (whether upon original issuance, exchange, registration of transfer, partial payment, or otherwise) by completing its Internal Procedures and the Company shall issue shall, and cause to be delivered to or upon the written order of the Warrantholder a certificate or certificates for the number of full shares of Warrant Stock so purchased upon the exercise of such Warranthereby acknowledges that it shall, together with cash, as provided in Section VI hereof, in respect of any fractional shares of Warrant Stock otherwise issuable upon such surrender. Such certificate or certificates representing the Warrant Stock shall thereupon be deemed to have duly and validly issued such Uncertificated Warrants under this Indenture. Such Authentication shall be conclusive evidence that such Uncertificated Warrant has been duly issued hereunder and that the holder or holders are entitled to the benefits of this Indenture. The register of Registered Warrantholders shall be final and conclusive evidence as to all matters relating to Uncertificated Warrants with respect to which this Indenture requires the Warrant Agent to maintain records or accounts. In case of differences between the register of Registered Warrantholders at any time and any other time, the register of Registered Warrantholders at the later time shall be controlling, absent manifest error, and such Uncertificated Warrants are binding on the Company. 3) Any Warrant Certificate validly issued in accordance with the terms of this Indenture in effect at the time of issue of such Warrant Certificate shall, subject to the terms of this Indenture and applicable law, validly entitle the holder to acquire Common Shares, notwithstanding that the form of such Warrant Certificate may not be in the form currently required by this Indenture. 4) No Warrant shall be considered issued and any person so designated to be named therein shall be deemed valid or obligatory or shall entitle the holder thereof to have become the benefits of this Indenture, until it has been Authenticated by the Warrant Agent. Authentication by the Warrant Agent, including by way of entry on the register of Registered Warrantholders, shall not be construed as a holder representation or warranty by the Warrant Agent as to the validity of record this Indenture or of such shares of Warrant Stock Certificates or Uncertificated Warrants (except the due Authentication thereof) or as of to the date of receipt performance by the Company of its obligations under this Indenture and the Warrant Certificate and payment Agent shall in no respect be liable or answerable for the use made of the Exercise Price Warrants or any of them or of the consideration thereof. Authentication by the Warrant Agent shall be conclusive evidence as aforesaid; provided, however, against the Company that if, at the date of surrender Warrants so Authenticated have been duly issued hereunder and that the holder thereof is entitled to the benefits of this Warrant Certificate and payment of the Exercise Price, the transfer books for the Warrant Stock or other class of stock purchasable upon the exercise of this Indenture. 5) No Certificated Warrant shall be closedconsidered issued and Authenticated or, if Authenticated, shall be obligatory or shall entitle the certificate holder thereof to the benefits of this Indenture, until it has been Authenticated by manual signature by or certificates for on behalf of the shares Warrant Agent substantially in the form of the Warrant Stock set out in respect of which this Schedule “A” hereto. Such Authentication on any such Certificated Warrant shall be conclusive evidence that such Certificated Warrant is then exercised duly Authenticated and is valid and a binding obligation of the Company and that the holder is entitled to the benefits of this Indenture. 6) No Uncertificated Warrant shall be deemed issuable as considered issued and shall be obligatory or shall entitle the holder thereof to the benefits of this Indenture, until it has been Authenticated by entry on the register of Registered Warrantholders of the date particulars of the Uncertificated Warrant. Such entry on which the register of Registered Warrantholders of the particulars of an Uncertificated Warrant shall be conclusive evidence that such books shall next be opened (whether before or after the Termination Date) Uncertificated Warrant is a valid and until such date binding obligation of the Company shall be under no duty to deliver any certificate for such shares of Warrant Stock; provided further, however, and that the transfer books holder is entitled to the benefits of record, unless this Indenture. 7) The Authentication by the Warrant Agent of any Warrants whether by way of entry on the register of Registered Warrantholders or otherwise required by law, shall not be closed at any one time for construed as a period longer than twenty (20) days. The rights of purchase represented representation or warranty by this the Warrant shall be exercisable, at Agent as to the election validity of the Warrantholder, either Indenture or such Warrants (except the due Authentication thereof) or as to the performance by the Company of its obligations under this Indenture and the Warrant Agent shall in full no respect be liable or from time to time in part, and, in answerable for the event that this Warrant is exercised in respect of fewer than all use made of the shares Warrants or any of Warrant Stock purchasable on such exercise at any time prior to them or the Termination Date, a new Warrant Certificate evidencing the remaining Warrant or Warrants will be issued, and the Company shall deliver the new Warrant Certificate or Certificates pursuant to the provisions of this Section.proceeds thereof.‌‌

Warrant Certificate. Subject to Section III hereof, upon such surrender of this Warrant Certificate and payment of the Exercise Price as aforesaid, the Company shall issue and cause to be delivered to or upon the written order of the Warrantholder Warrant holder a certificate or certificates for the number of full shares of Warrant Common Stock and Underlying Warrants in the Units so purchased upon the exercise of such Warrant, together with cash, as provided in Section VI hereof, in respect of any fractional shares of Warrant Common Stock otherwise issuable upon such surrender. Such certificate or certificates representing the Warrant Common Stock and Underlying Warrants in the Units shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such shares of Warrant Common Stock and Underlying Warrants in the Units as of the date of receipt by the Company of this Warrant Certificate and payment of the Exercise Price as aforesaid; provided, however, that if, at the date of surrender of this Warrant Certificate and payment of the Exercise Price, the transfer books for the Warrant Common Stock or other class of stock securities purchasable upon the exercise of this Warrant shall be closed, the certificate or certificates for the shares of Warrant Common Stock or other class in respect of which this Warrant is then exercised shall be deemed issuable as of the date on which such books shall next be opened (whether before or after the Termination Date) and until such date the Company shall be under no duty to deliver any certificate for such shares of Warrant StockCommon Stock or other class; provided further, however, that the transfer books of record, unless otherwise required by law, shall not be closed at any one time for a period longer than twenty (20) days. The rights of purchase represented by this Warrant shall be exercisable, at the election of the WarrantholderWarrant holder, either in full or from time to time in part, and, in the event that this Warrant is exercised in respect of fewer than all of the shares of Warrant Stock Units purchasable on such exercise at any time prior to the Termination Date, a new Warrant Certificate evidencing the remaining Warrant or Warrants will be issued, and the Company shall deliver the new Warrant Certificate or Certificates pursuant to the provisions of this Section.