Common use of Limitations on Exercises Clause in Contracts

Limitations on Exercises. (1) The Company shall not effect the exercise of this Warrant, and the Holder shall not have the right to exercise this Warrant, to the extent that after giving effect to such exercise, such Holder (together with such Holder’s affiliates and any other Persons acting as a group together) would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the shares of ordinary shares outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of ordinary shares beneficially owned by such Person and its affiliates shall include the number of shares of ordinary shares issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude shares of ordinary shares which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned by such Person and its affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Person and its affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), it being acknowledged that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act, and the Holder is solely responsible for any schedules required to be filed in accordance therewith. For purposes of this Warrant, in determining the number of outstanding shares of ordinary shares, the Holder may rely on the number of outstanding shares of ordinary shares as reflected in (1) the Company’s most recent Form 20-F, Form 6-K or other public filing with the Securities and Exchange Commission, as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or the Warrant Agent setting forth the number of shares of ordinary shares outstanding. For any reason at any time, upon the written or oral request of the Holder, where such request indicates that it is being made pursuant to this Warrant, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of ordinary shares then outstanding. In any case, the number of outstanding shares of ordinary shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrants, by the Holder and its affiliates since the date as of which such number of outstanding shares of ordinary shares was reported. By written notice to the Company, the Holder may increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% specified in such notice; provided, that (i) any such increase will not be effective until the 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and not to any other holder of Warrants. The Warrant Agent will have no responsibility to ascertain whether the provisions of this paragraph have been complied with by the Holder.

Limitations on Exercises. (1) The Notwithstanding any provision contained in this Indenture to the contrary, during the time that the Company shall not is a reporting issuer in any province or territory of Canada, neither the Company nor the Warrant Agent will effect the any exercise of this WarrantCertificate, and the Holder a Warrantholder shall not have the right to exercise this any portion of a Warrant, pursuant to Article 3 or otherwise, to the extent that that, after giving effect to such exerciseissuance after exercise as set forth on the applicable Exercise Notice or Confirmation, as applicable, such Holder (exercise would result in the Warrantholder, together with such Holder’s its affiliates and any other Persons parties acting as a group together) would beneficially own jointly and in excess of 4.99% concert with such persons (the “Maximum PercentageAttribution Group”) of beneficially owning, or having control or direction over, more than 9.9% outstanding Common Shares (the shares of ordinary shares outstanding immediately after giving effect to such exercise“Beneficial Ownership Limitation”). For purposes of the foregoing sentence, “beneficial ownership” shall be calculated in accordance with National Instrument 62-104. For purposes of calculating the aggregate Beneficial Ownership Limitation, the number of shares of ordinary shares Common Shares beneficially owned by such Person and its affiliates owned, or controlled or directed by, the Attribution Group shall include the number of shares of ordinary shares Common Shares issuable upon exercise of this Warrant such portion of the Warrants with respect to which the such determination of such sentence is being made, but shall exclude shares the number of ordinary shares Common Shares which would be are issuable upon (i) exercise of the remaining, unexercised portion Warrants in respect of this Warrant beneficially owned by which such Person and its affiliates determination is not being made and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Person and its affiliates (includingCompany, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in , beneficially owned by the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), it being acknowledged that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act, and the Holder is solely responsible for any schedules required to be filed in accordance therewithWarrantholder or other Attribution Group members. For purposes of this WarrantSection 3.13, in determining the number of outstanding shares of ordinary sharesCommon Shares, the Holder a Warrantholder may rely on the number of outstanding shares of ordinary shares Common Shares as reflected in (1A) the Company’s most recent Form 20-F, Form 6-K periodic or other public filing annual filings filed with the Securities and Exchange Commissionapplicable securities regulatory authorities, as the case may be, (2B) a more recent public announcement by the Company or (3C) any other a more recent written notice by the Company or the Warrant Agent transfer agent of the Company setting forth the number of shares of ordinary shares outstandingCommon Shares outstanding (the “Reported Outstanding Share Number”). For any reason at any time, upon Upon the written or oral request of the Holder, where such request indicates that it is being made pursuant to this Warranta Warrantholder, the Company shall within two Trading Days one Business Day confirm orally and in writing to the Holder Warrantholder the number of shares of ordinary shares Common Shares then outstanding. In any case, the number of outstanding shares of ordinary shares Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including the WarrantsWarrant(s) being exercised, by the Holder and its affiliates Warrantholder or the Attribution Group since the date as of which such Reported Outstanding Share Number was reported. If the Company or Warrant Agent, receives an Exercise Notice or Confirmation, from or on behalf of the Warrantholder at a time when the actual number of outstanding shares of ordinary shares was reported. By written notice to Common Shares is less than the CompanyReported Outstanding Share Number, the Holder may increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% specified in such notice; provided, that Company shall (i) any such increase will not be effective until notify the 61st day after such notice is delivered Warrantholder in writing of the number of Common Shares then outstanding and, to the extent that such Exercise Notice would otherwise cause the Warrantholder’s beneficial ownership, as determined pursuant to this Section 3.13, to exceed the Beneficial Ownership Limit, the Warrantholder must notify the Company and Warrant Agent of a reduced number of Warrant Shares to be acquired pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) any such increase or decrease will apply only as soon as reasonably practicable, the Company shall return to the Holder and Warrantholder any exercise price paid by the Warrantholder for the Reduction Shares. For purposes of clarity, the Common Shares issuable pursuant to the terms of this Indenture in excess of the Beneficial Ownership Limitation shall not be deemed to be beneficially owned by the Warrantholder for any other holder purpose including for purposes of WarrantsNational Instrument 62-104. The No prior inability to exercise a Warrant Agent will pursuant to this paragraph shall have no responsibility to ascertain whether any effect on the applicability of the provisions of this paragraph have been complied with by the Holder.Section

Limitations on Exercises. (1) The Company shall not effect the exercise of this WarrantAdditional Investment Right, and no Person (as defined below) who is the Holder shall not have the right to exercise this WarrantAdditional Investment Right, to the extent that after giving effect to such exercise, such Holder Person (together with such HolderPerson’s affiliates and any other Persons acting as a group togetheraffiliates) would beneficially own in excess of 4.999.99% (the “Maximum Percentage”) of the shares of ordinary shares the Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of ordinary shares Common Stock beneficially owned by such Person and its affiliates shall include the number of shares of ordinary shares Common Stock issuable upon exercise of this Warrant Additional Investment Right with respect to which the determination of such sentence is being made, but shall exclude shares of ordinary shares Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant Additional Investment Right beneficially owned by such Person and its affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Person and its affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), it being acknowledged that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act, and the Holder is solely responsible for any schedules required to be filed in accordance therewithamended. For purposes of this WarrantAdditional Investment Right, in determining the number of outstanding shares of ordinary shares, the Holder Common Stock a holder may rely on the number of outstanding shares of ordinary shares Common Stock as reflected in (1) the Company’s most recent Form 2010-FQ, Form 610-K or other public filing with the Securities and Exchange Commission, as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or the Warrant its Transfer Agent setting forth the number of shares of ordinary shares Common Stock outstanding. For any reason at any time, upon the written or oral request of the Holder, where such request indicates that it is being made pursuant to this Warrant, the Company shall within two Trading Days one Business Day confirm orally and in writing to the Holder the number of shares of ordinary shares Common Stock then outstanding. In any case, the number of outstanding shares of ordinary shares Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrants, Company by the Holder and its affiliates since the date as of which such number of outstanding shares of ordinary shares Common Stock was reported. By written notice to the Company, the Holder may increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% specified in such notice; provided, that (i) any such increase will not be effective until the 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and not to any other holder of Warrants. The Warrant Agent will have no responsibility to ascertain whether the provisions of this paragraph have been complied with by the Holder.

Limitations on Exercises. (1) The Company shall not effect the exercise of this Warrant, and the Holder shall not have the right to exercise this Warrant, to the extent that after giving effect to such exercise, such Holder (together with such Holder’s affiliates and any other Persons acting as a group togethertogether ("Attribution Parties")) would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the shares of ordinary shares Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of ordinary shares Common Stock beneficially owned by such Person and its affiliates and Attribution Parties shall include the number of shares of ordinary shares Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude shares of ordinary shares Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned by such Person and its affiliates and Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Person and its affiliates and Attribution Parties (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), it being acknowledged that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act, and the Holder is solely responsible for any schedules required to be filed in accordance therewith. For purposes of this Warrant, in determining the number of outstanding shares of ordinary sharesCommon Stock, the Holder may rely on the number of outstanding shares of ordinary shares Common Stock as reflected in (1) the Company’s most recent Form 2010-FK, Proxy Statement, Form 610-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange Commission, as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or the Warrant Transfer Agent setting forth the number of shares of ordinary shares Common Stock outstanding. For any reason at any time, upon the written or oral request of the Holder, where such request indicates that it is being made pursuant to this Warrant, the Company shall within two one (1) Trading Days Day confirm orally and in writing to the Holder the number of shares of ordinary shares Common Stock then outstanding. In any case, the number of outstanding shares of ordinary shares Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrants, by the Holder and its affiliates and Attribution Parties since the date as of which such number of outstanding shares of ordinary shares Common Stock was reported. By written notice to the Company, the Holder may increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% specified in such notice; provided, that (i) any such increase will not be effective until the 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and not to any other holder of Warrants. The Warrant Agent will have no responsibility to ascertain whether the provisions of this paragraph have been complied shall be construed and implemented in a manner otherwise than in strict conformity with by the Holderterms of this Section 1(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplement necessary or desirable to properly give effect to such limitation.

Limitations on Exercises. (1) The Company shall not effect the exercise of any portion of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall be null and void and treated as if never made, to the extent that after giving effect to such exercise, such the Holder (together with such Holder’s affiliates and any the other Persons acting as a group together) Attribution Parties collectively would beneficially own in excess of 4.99% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%) (the “Maximum Percentage”) of the shares of ordinary shares Ordinary Shares outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of ordinary shares Ordinary Shares beneficially owned by such Person the Holder and its affiliates the other Attribution Parties shall include the number of shares Ordinary Shares held by the Holder and all other Attribution Parties plus the number of ordinary shares Ordinary Shares issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude shares of ordinary shares Ordinary Shares which would be issuable upon (iA) exercise of the remaining, unexercised portion of this Warrant beneficially owned by such Person and its affiliates the Holder or any of the other Attribution Parties and (iiB) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Person and its affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants, including other Registered Warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained hereinin this Section 1(f). Except as set forth in the preceding sentence, for For purposes of this paragraphSection 1(f), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange 1934 Act”), it being acknowledged that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act, and the Holder is solely responsible for any schedules required to be filed in accordance therewith. For purposes of this Warrant, in determining the number of outstanding shares Ordinary Shares the Holder may acquire upon the exercise of ordinary sharesthis Warrant without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding shares of ordinary shares Ordinary Shares as reflected in (1x) the Company’s most recent Annual Report on Form 2010-FK, Quarterly Report on Form 610-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange CommissionSEC, as the case may be, (2y) a more recent public announcement by the Company or (3z) any other written notice by the Company or the Warrant Agent Transfer Agent, if any, setting forth the number of Ordinary Shares outstanding (the “Reported Outstanding Share Number”). If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding Ordinary Shares is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of Ordinary Shares then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 1(f), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be acquired pursuant to such Exercise Notice (the number of shares of ordinary shares outstandingby which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. For any reason at any time, upon the written or oral request of the Holder, where such request indicates that it is being made pursuant to this Warrant, the Company shall within two Trading Days one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of ordinary shares Ordinary Shares then outstanding. In any case, the number of outstanding shares of ordinary shares Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrantsthis Warrant, by the Holder and its affiliates any other Attribution Party since the date as of which such the Reported Outstanding Share Number was reported. In the event that the issuance of Ordinary Shares to the Holder upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Ordinary Shares (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of ordinary shares was reportedthe Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. By Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided, provided that (i) any such increase in the Maximum Percentage will not be effective until the 61st sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of WarrantsRegistered Warrants that is not an Attribution Party of the Holder. The For purposes of clarity, the Ordinary Shares issuable pursuant to the terms of this Warrant Agent will in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise this Warrant pursuant to this paragraph shall have no responsibility to ascertain whether any effect on the applicability of the provisions of this paragraph have been complied with by respect to any subsequent determination of exercisability. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the Holderterms of this Section 1(f) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 1(f) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant.