Exercise by U.S Clause Samples
Exercise by U.S. PERSON. The undersigned certifies that it (a) is a U.S. Person, or has executed this Exercise Form in the United States; (b) is purchasing the Warrant Shares solely for the undersigned's own account and not with a view to or for sale in connection with any distribution of the Warrant Shares; (c) is an accredited investor, as that term is defined in Rule 502(a) of Regulation D under the 1933 Act; and (d) is either experienced in or knowledgeable with regard to the business of the Company, or either alone or with the undersigned's professional advisers (named on this Exercise Form) is capable, by reason of knowledge and experience in financial and business matters in general, and investments in particular, of evaluating the merits and risks of an investment in the Warrant Shares, is able to bear the economic risk of the investment and has the capacity to protect the undersigned's own interests in connection with the investment in the Warrant Shares.
Exercise by U.S. Persons - The Special Warrants may not be exercised in the United States or by a U.S. Person prior to the Expiry Time unless:
(a) the holder certifies in writing to the Corporation and the Trustee that the holder is an original subscriber of the Special Warrants and that all of the representations and warranties made by the holder in such holder's subscription agreement for the purchase of the Special Warrants remain true and correct; or
(b) the holder is the registered holder of such Special Warrants which were received pursuant to a transfer in accordance with the provisions of section 2.13(e)(i)(B) hereof; provided that the foregoing shall not apply to any exercise by the Trustee of Special Warrants pursuant to this Article 3. 144554\0512890.WP