Common use of REASON FOR TRANSFER – FOR US RESIDENTS ONLY Clause in Contracts

REASON FOR TRANSFER – FOR US RESIDENTS ONLY. Consistent with US IRS regulations, Odyssey Trust Company is required to request cost basis information from US securityholders. Please indicate the reason for requesting the transfer as well as the date of event relating to the reason. The event date is not the day in which the transfer is finalized, but rather the date of the event which led to the transfer request (i.e. date of gift, date of death of the securityholder, or the date the private sale took place). SCHEDULE“B” FORM OF DECLARATION FOR REMOVAL OF LEGEND TO: Planet 13 Holdings Inc. c/o Odyssey Trust Company Suite 1230, 300 5th Avenue SW Calgary, Alberta T2P 3C4 The undersigned (a) acknowledges that the sale of the securities of Planet 13 Holdings Inc. (the "Company") to which this declaration relates is being made in reliance on Rule 904 of Regulation S ("Regulation S") under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and (b) certifies that (1) it is not an affiliate of the Company (as defined in Rule 405 under the U.S. Securities Act), (2) the offer of such securities was not made to a person in the United States and either (A) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believe that the buyer was outside the United States, or (B) the transaction was executed on or through the facilities of the Canadian Securities Exchange and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States, (3) neither the seller nor any affiliate of the seller nor any person acting on any of their behalf has engaged or will engage in any directed selling efforts in the United States in connection with the offer and sale of such securities, (4) the sale is bona fide and not for the purpose of "washing off the resale restrictions imposed because the securities are "restricted securities" (as such term is defined in Rule 144(a)(3) under the U.S. Securities Act), (5) the seller does not intend to replace the securities sold in reliance on Rule 904 of the U.S. Securities Act with fungible unrestricted securities, and (6) the sale was not a transaction, or part of a series of transactions which, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Terms used herein have the meanings given to them by Regulation S. Dated: By: Name: Title: Affirmation By Seller's Broker-Dealer (required for sales in accordance with Section (b)(2)(B) above) We have read the foregoing representations of our customer, (the "Seller") dated , with regard to our sale, for such Seller's account, of the securities of the Company described therein, and on behalf of ourselves we certify and affirm that (A) we have no knowledge that the transaction had been prearranged with a buyer in the United States, (B) the transaction was executed on or through the facilities of designated offshore securities market, (C) neither we, nor any person acting on our behalf, engaged in any directed selling efforts in connection with the offer and sale of such securities, and (D) no selling concession, fee or other remuneration is being paid to us in connection with this offer and sale other than the usual and customary broker's commission that would be received by a person executing such transaction as agent. Terms used herein have the meanings given to them by Regulation S. Name of Firm By: Authorized officer Date:

Appears in 2 contracts

Samples: Warrant Indenture (Planet 13 Holdings Inc.), Planet 13 Holdings Inc.

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REASON FOR TRANSFER – FOR US RESIDENTS ONLY. Consistent with US IRS regulations, Odyssey Trust Company is required to request cost basis information from US securityholders. Please indicate the reason for requesting the transfer as well as the date of event relating to the reason. The event date is not the day in which the transfer is finalized, but rather the date of the event which led to the transfer request (i.e. date of gift, date of death of the securityholder, or the date the private sale took place). SCHEDULE“BSCHEDULE “B” FORM OF DECLARATION FOR REMOVAL OF LEGEND TO: Planet 13 Holdings Inc. c/o Odyssey Trust Company Suite 12300000, 300 5th Avenue SW Calgary000 0xx Xxxxxx XX Xxxxxxx, Alberta Xxxxxxx T2P 3C4 The undersigned (a) acknowledges that the sale of the securities of Planet 13 Holdings Inc. (the "Company") to which this declaration relates is being made in reliance on Rule 904 of Regulation S ("Regulation S") under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and (b) certifies that (1) it is not an affiliate of the Company (as defined in Rule 405 under the U.S. Securities Act), (2) the offer of such securities was not made to a person in the United States and either (A) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believe that the buyer was outside the United States, or (B) the transaction was executed on or through the facilities of the Canadian Securities Exchange and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States, (3) neither the seller nor any affiliate of the seller nor any person acting on any of their behalf has engaged or will engage in any directed selling efforts in the United States in connection with the offer and sale of such securities, (4) the sale is bona fide and not for the purpose of "washing off off" the resale restrictions imposed because the securities are "restricted securities" (as such term is defined in Rule 144(a)(3) under the U.S. Securities Act), (5) the seller does not intend to replace the securities sold in reliance on Rule 904 of the U.S. Securities Act with fungible unrestricted securities, and (6) the sale was not a transaction, or part of a series of transactions which, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Terms used herein have the meanings given to them by Regulation S. Dated: By: Name: Title: Affirmation By Seller's Broker-Dealer (required for sales in accordance with Section (b)(2)(B) above) We have read the foregoing representations of our customer, (the "Seller") dated , with regard to our sale, for such Seller's account, of the securities of the Company described therein, and on behalf of ourselves we certify and affirm that (A) we have no knowledge that the transaction had been prearranged with a buyer in the United States, (B) the transaction was executed on or through the facilities of designated offshore securities market, (C) neither we, nor any person acting on our behalf, engaged in any directed selling efforts in connection with the offer and sale of such securities, and (D) no selling concession, fee or other remuneration is being paid to us in connection with this offer and sale other than the usual and customary broker's commission that would be received by a person executing such transaction as agent. Terms used herein have the meanings given to them by Regulation S. Name of Firm By: Authorized officer Date:officer

Appears in 2 contracts

Samples: webfiles.thecse.com, webfiles.thecse.com

REASON FOR TRANSFER – FOR US RESIDENTS ONLY. Consistent with US IRS regulations, Odyssey AST Trust Company (Canada) is required to request cost basis information from US securityholders. Please indicate the reason for requesting the transfer as well as the date of event relating to the reason. The event date is not the day in which the transfer is finalized, but rather the date of the event which led to the transfer request (i.e. date of gift, date of death of the securityholder, or the date the private sale took place). SCHEDULE“B” SCHEDULE "B" FORM OF DECLARATION FOR REMOVAL OF LEGEND TO: Planet 13 Holdings Inc. PEAK FINTECH GROUP INC. (the “Company”) c/o Odyssey AST Trust Company Suite 1230(Canada) 0000 Xxxxxxxxxx, 300 5th Avenue SW CalgaryXxxxx 0000, Alberta T2P 3C4 Xxxxxxxx, XX, X0X 0X0 The undersigned (a) acknowledges that the sale of the securities of Planet 13 Holdings Peak Fintech Group Inc. (the "Company") to which this declaration relates is being made in reliance on Rule 904 of Regulation S ("Regulation S") under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and (b) certifies that (1) it is not an affiliate of the Company (as defined in Rule 405 under the U.S. Securities Act), a distributor or an affiliate of a distributor, (2) the offer of such securities was not made to a person in the United States and either (A) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believe believed that the buyer was outside the United States, or (B) the transaction was executed on or through the facilities of the Canadian Securities Exchange or another designated offshore securities market and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States, (3) neither the seller nor any affiliate of the seller nor any person acting on any of their behalf has engaged or will engage in any directed selling efforts in the United States in connection with the offer and sale of such securities, (4) the sale is bona fide and not for the purpose of "washing off off" the resale restrictions imposed because the securities are "restricted securities" (as such term is defined in Rule 144(a)(3) under the U.S. Securities Act), (5) the seller does not intend to replace the securities sold in reliance on Rule 904 of the U.S. Securities Act t with fungible unrestricted securities, and (6) the sale was not a transaction, or part of a series of transactions which, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Terms Unless otherwise specified, terms used herein have the meanings given to them by Regulation S. Dated: By: Name: Title: Affirmation By by Seller's ’s Broker-Dealer (required Required for sales in accordance with Section pursuant to Paragraph (b)(2)(B) above) We have read the foregoing representations of our customer, (the "Seller") dated , with regard pursuant to our salewhich Seller requested that we sell, for such Seller's ’s account, [NUMBER] of the securities of the Company described therein. We have executed the sale pursuant to Rule 904 of Regulation S under the U.S. Securities Act. With respect to the sale, and on behalf of ourselves ourselves, we certify and affirm that (A) no offer to sell the securities was made to a person in the United States (within the meaning of Regulation S under the U.S. Securities Act); (B) we have no knowledge that the transaction had been prearranged with a buyer in the United States, ; (BC) the transaction sale was executed on or through the facilities of a “designated offshore securities market;” (D) no “directed selling efforts” were made in the United States by the Seller, (C) neither weany affiliate of the Seller, nor or any person acting on our behalf, engaged in any directed selling efforts in connection with behalf of the offer and sale of such securities, Seller; and (DE) we have done no selling concession, fee or other remuneration is being paid more than execute the order to us in connection with this offer sell the securities as agent for Seller and sale other will receive no more than the usual and customary broker's ’s commission that would be received by a person executing such transaction as agent. Terms used herein have the meanings given to them by Regulation S. S under the U.S. Securities Act. Name of Firm By: Authorized officer Date:Officer

Appears in 1 contract

Samples: Warrant Indenture

REASON FOR TRANSFER – FOR US RESIDENTS ONLY. Consistent with US U.S. IRS regulations, Odyssey Trust Company the Special Warrant Agent is required to request cost basis information from US U.S. securityholders. Please indicate the reason for requesting the transfer as well as the date of event relating to the reason. The event date is not the day in which the transfer is finalized, but rather the date of the event which led to the transfer request (i.e. date of gift, date of death of the securityholder, or the date the private sale took place). SCHEDULE“B” APPENDIX 3 TO‌ SPECIAL WARRANT CERTIFICATE FORM OF DECLARATION FOR REMOVAL OF LEGEND TO: Planet 13 Holdings Inc. c/o Odyssey Trust Company Suite 1230, 300 5th Avenue SW Calgary, Alberta T2P 3C4 UniDoc Health Corp. AND TO: The registrar and transfer agent for the securities of UniDoc Health Corp. The undersigned (aA) acknowledges that the sale of the securities of Planet 13 Holdings Inc. UniDoc Health Corp. (the "Company") to which this declaration relates is being made in reliance on Rule 904 of Regulation S ("Regulation S") under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and (bB) certifies that (1) it the undersigned is not an affiliate “affiliate” of the Company (as that term is defined in Rule 405 under the U.S. Securities Act), a “distributor” or an affiliate of “distributor”, (2) the offer of such securities was not made to a person in the United States and either (Aa) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believe believed that the buyer was outside the United States, States or (Bb) the transaction was executed on or through the facilities of a “designated offshore securities market” (as defined in Rule 902 of Regulation S under the Canadian U.S. Securities Exchange Act) and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States, (3) neither the seller nor any affiliate of the seller nor any person acting on any of their behalf has engaged or will engage in any directed selling efforts efforts” in the United States in connection with the offer and sale of such securities, (4) the sale is bona fide and not for the purpose of "washing off “washing-off” the resale restrictions imposed because the securities are "restricted securities" (as such that term is defined described in Rule 144(a)(3) under the U.S. Securities Act), (5) the seller does not intend to replace the such securities sold in reliance on Rule 904 of the U.S. Securities Act with fungible unrestricted securities, and (6) the sale was is not a transaction, or part of a series of transactions transactions, which, although in technical compliance with Regulation SS under the U.S. Securities Act, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Terms used herein Unless otherwise specified, terms set forth above in quotation marks have the meanings given to them by Regulation S. Dated: By: Name: Title: S under the U.S. Securities Act. The undersigned in making this Declaration acknowledges that the Company is relying on the contents hereof and hereby agrees to indemnify and hold harmless the Company for any and all liability, losses, claims and demands in any way related to the subject matter of this Declaration. DATED at this day of , 20 . Signature of individual (if Subscriber is an individual) Authorized signatory (if Subscriber is not an individual) Name of Subscriber (please print) Name of authorized signatory (please print) Official capacity of authorized signatory (please print) Affirmation By by Seller's ’s Broker-Dealer (required for sales in accordance with Section under (b)(2)(BB)2(b) above) We have read the foregoing representations of our customer, (the "Seller") dated , with regard to our sale, for such Seller's ’s account, of the securities of the Company Corporation described therein, and on behalf of ourselves we certify and affirm that (A) we have no knowledge that the transaction had been prearranged with a buyer in the United States, (B) the transaction was executed on or through the facilities of the Canadian Securities Exchange or other designated offshore securities market, (C) neither we, nor any person acting on our behalf, engaged in any directed selling efforts in connection with the offer and sale of such securities, and (D) no selling concession, fee or other remuneration is being paid to us in connection with this offer and sale other than the usual and customary broker's commission that would be received by a person executing such transaction as agent. Terms used herein have the meanings given to them by Regulation S. Name of Firm By: Authorized officer Date:,

Appears in 1 contract

Samples: Special Warrant Indenture

REASON FOR TRANSFER – FOR US RESIDENTS ONLY. Consistent with US IRS regulations, Odyssey Trust Company is required to request cost basis information from US securityholders. Please indicate the reason for requesting the transfer as well as the date of event relating to the reason. The event date is not the day in which the transfer is finalized, but rather the date of the event which led to the transfer request (i.e. date of gift, date of death of the securityholder, or the date the private sale took place). SCHEDULE“B” SCHEDULE "B" FORM OF DECLARATION FOR REMOVAL OF LEGEND TO: Planet 13 Holdings Inc. INDUS HOLDINGS, INC. c/o Odyssey Trust Company Suite 12300000, 300 5th Avenue SW 000 0xx Xxxxxx XX Calgary, Alberta T2P 3C4 The undersigned (a) acknowledges that the sale of the securities of Planet 13 Holdings Indus Holdings, Inc. (the "Company") to which this declaration relates is being made in reliance on Rule 904 of Regulation S ("Regulation S") under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and (b) certifies that (1) it is not an affiliate of the Company (as defined in Rule 405 under the U.S. Securities Act), (2) the offer of such securities was not made to a person in the United States and either (A) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believe that the buyer was outside the United States, or (B) the transaction was executed on or through the facilities of the Canadian Securities Exchange and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States, (3) neither the seller nor any affiliate of the seller nor any person acting on any of their behalf has engaged or will engage in any directed selling efforts in the United States in connection with the offer and sale of such securities, (4) the sale is bona fide and not for the purpose of "washing off off" the resale restrictions imposed because the securities are "restricted securities" (as such term is defined in Rule 144(a)(3) under the U.S. Securities Act), (5) the seller does not intend to replace the securities sold in reliance on Rule 904 of the U.S. Securities Act with fungible unrestricted securities, and (6) the sale was not a transaction, or part of a series of transactions which, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Terms used herein have the meanings given to them by Regulation S. Dated: By: Name: Title: Affirmation By Seller's Broker-Dealer (required for sales in accordance with Section (b)(2)(B) above) We have read the foregoing representations of our customer, (the "Seller") dated , with regard to our sale, for such Seller's account, of the securities of the Company described therein, and on behalf of ourselves we certify and affirm that (A) we have no knowledge that the transaction had been prearranged with a buyer in the United States, (B) the transaction was executed on or through the facilities of designated offshore securities market, (C) neither we, nor any person acting on our behalf, engaged in any directed selling efforts in connection with the offer and sale of such securities, and (D) no selling concession, fee or other remuneration is being paid to us in connection with this offer and sale other than the usual and customary broker's commission that would be received by a person executing such transaction as agent. Terms used herein have the meanings given to them by Regulation S. Name of Firm By: Authorized officer Date:

Appears in 1 contract

Samples: Warrant Indenture (Lowell Farms Inc.)

REASON FOR TRANSFER – FOR US RESIDENTS ONLY. Consistent with US IRS regulations, Odyssey Trust Company Computershare is required to request cost basis information from US securityholders. Please indicate the reason for requesting the transfer as well as the date of event relating to the reason. The event date is not the day in which the transfer is finalized, but rather the date of the event which led to the transfer request (i.e. date of gift, date of death of the securityholder, or the date the private sale took place). SCHEDULE“B” APPENDIX 3 TO SPECIAL WARRANT CERTIFICATE FORM OF DECLARATION FOR REMOVAL OF LEGEND TO: Planet 13 Holdings Inc. c/o Odyssey NIOCORP DEVELOPMENTS LTD. (the “Company”) AND TO: ¨ Computershare Investor Services Inc., as registrar and transfer agent for the Common Shares of NioCorp Developments Ltd., OR ¨ Computershare Trust Company Suite 1230of Canada, 300 5th Avenue SW Calgary, Alberta T2P 3C4 as Special Warrant Agent for the Special Warrants of NioCorp Developments Ltd. The undersigned (a) acknowledges that the sale of the securities of Planet 13 Holdings Inc. (the "Company") Company to which this declaration relates is being made in reliance on Rule 904 of Regulation S ("Regulation S") under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") ”), and (b) certifies that (1) it the undersigned is not an affiliate “affiliate” of the Company (as that term is defined in Rule 405 under the U.S. Securities Act), a “distributor” or an affiliate of a “distributor”, (2) the offer of such securities was not made to a person in the United States and either (A) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believe believed that the buyer was outside the United States, States or (B) the transaction was executed in, on or through the facilities of the Canadian Securities TSX Venture Exchange, the Toronto Stock Exchange or another “designated offshore securities market” and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States, (3) neither the seller nor any affiliate of the seller nor any person acting on any of their behalf has engaged or will engage in any directed selling efforts efforts” in the United States in connection with the offer and sale of such securities, (4) the sale is bona fide and not for the purpose purposes of "washing off off” the resale restrictions imposed because the securities are "restricted securities" (as such term is defined in Rule 144(a)(3) under the U.S. Securities Act), (5) the seller does not intend to replace the securities sold in reliance on Rule 904 of under the U.S. Securities Act with fungible unrestricted securities, and (6) the contemplated sale was is not a transaction, or part of a series of transactions whichthat, although in technical compliance with Regulation SS under the U.S. Securities Act, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Terms Unless otherwise specified, terms used herein have the meanings given to them by Regulation S. Dated: By: Name: Title: Affirmation By Seller's Broker-Dealer S under the U.S. Securities Act Dated ____________________________________, 20____. X Signature of individual (required for sales in accordance with Section if Holder is an individual) X Authorized signatory (b)(2)(Bif Holder is not an individual) above) We have read the foregoing representations of our customer, (the "Seller") dated , with regard to our sale, for such Seller's account, of the securities of the Company described therein, and on behalf of ourselves we certify and affirm that (A) we have no knowledge that the transaction had been prearranged with a buyer in the United States, (B) the transaction was executed on or through the facilities of designated offshore securities market, (C) neither we, nor any person acting on our behalf, engaged in any directed selling efforts in connection with the offer and sale of such securities, and (D) no selling concession, fee or other remuneration is being paid to us in connection with this offer and sale other than the usual and customary broker's commission that would be received by a person executing such transaction as agent. Terms used herein have the meanings given to them by Regulation S. Name of Firm By: Authorized officer Date:Holder (please print) Name of authorized signatory (please print) Official capacity of authorized signatory (please print) SPECIAL WARRANT CERTIFICATE

Appears in 1 contract

Samples: Special Warrant Indenture (Niocorp Developments LTD)

REASON FOR TRANSFER – FOR US RESIDENTS ONLY. Consistent with US IRS regulations, Odyssey Trust Company is required to request cost basis information from US securityholders. Please indicate the reason for requesting the transfer as well as the date of event relating to the reason. The event date is not the day in which the transfer is finalized, but rather the date of the event which led to the transfer request (i.e. date of gift, date of death of the securityholder, or the date the private sale took place). SCHEDULE“BSCHEDULE “B” FORM OF DECLARATION FOR REMOVAL OF LEGEND TO: Planet 13 Holdings Inc. c/o Odyssey Trust Company Suite 12301000, 300 5th Avenue SW 000 0xx Xxxxxx XX Calgary, Alberta T2P 3C4 The undersigned (a) acknowledges that the sale of the securities of Planet 13 Holdings Inc. (the "Company") to which this declaration relates is being made in reliance on Rule 904 of Regulation S ("Regulation S") under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and (b) certifies that (1) it is not an affiliate of the Company (as defined in Rule 405 under the U.S. Securities Act), (2) the offer of such securities was not made to a person in the United States and either (A) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believe that the buyer was outside the United States, or (B) the transaction was executed on or through the facilities of the Canadian Securities Exchange and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States, (3) neither the seller nor any affiliate of the seller nor any person acting on any of their behalf has engaged or will engage in any directed selling efforts in the United States in connection with the offer and sale of such securities, (4) the sale is bona fide and not for the purpose of "washing off off" the resale restrictions imposed because the securities are "restricted securities" (as such term is defined in Rule 144(a)(3) under the U.S. Securities Act), (5) the seller does not intend to replace the securities sold in reliance on Rule 904 of the U.S. Securities Act with fungible unrestricted securities, and (6) the sale was not a transaction, or part of a series of transactions which, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Terms used herein have the meanings given to them by Regulation S. Dated: By: Name: Title: Affirmation By Seller's Broker-Dealer (required for sales in accordance with Section (b)(2)(B) above) We have read the foregoing representations of our customer, (the "Seller") dated , with regard to our sale, for such Seller's account, of the securities of the Company described therein, and on behalf of ourselves we certify and affirm that (A) we have no knowledge that the transaction had been prearranged with a buyer in the United States, (B) the transaction was executed on or through the facilities of designated offshore securities market, (C) neither we, nor any person acting on our behalf, engaged in any directed selling efforts in connection with the offer and sale of such securities, and (D) no selling concession, fee or other remuneration is being paid to us in connection with this offer and sale other than the usual and customary broker's commission that would be received by a person executing such transaction as agent. Terms used herein have the meanings given to them by Regulation S. Name of Firm By: Authorized officer Date:

Appears in 1 contract

Samples: Planet 13 Holdings Inc.

REASON FOR TRANSFER – FOR US RESIDENTS ONLY. Consistent with US IRS regulations, Odyssey Trust Company Computershare is required to request cost basis information from US securityholders. Please indicate the reason for requesting the transfer as well as the date of event relating to the reason. The event date is not the day in which the transfer is finalized, but rather the date of the event which led to the transfer request (i.e. date of gift, date of death of the securityholder, or the date the private sale took place). SCHEDULE“B” FORM OF DECLARATION FOR REMOVAL OF LEGEND Form of Declaration for Removal of Legend TO: Planet 13 Holdings Inc. c/o Odyssey ATOM ENERGY INC. (the "Corporation") AND TO: Computershare Trust Company Suite 1230, 300 5th Avenue SW Calgary, Alberta T2P 3C4 of Canada The undersigned (aA) acknowledges that the sale of the securities in the capital of Planet 13 Holdings Inc. (the "Company") Corporation represented by certificate number , to which this declaration relates relates, is being made in reliance on Rule 904 of Regulation S ("Regulation S") under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") ), and (bB) certifies that (1) it the undersigned is not an affiliate of the Company "affiliate" (as defined in Rule 405 under the U.S. Securities Act)) of the Corporation (except solely by virtue of being an officer or director of the Corporation) or a "distributor", as defined in Regulation S, or an affiliate of a "distributor"; (2) the offer of such securities was not made to a person in the United States and either (Aa) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believe that the buyer was outside the United States, or (Bb) the transaction was executed on or through the facilities of the Canadian Securities Exchange or another “designated offshore securities market” within the meaning of Rule 902(b) of Regulation S under the U.S. Securities Act, and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States, ; (3) neither the seller nor any affiliate of the seller nor any person acting on any of their behalf has engaged or will engage in any directed selling efforts in the United States in connection with the offer and sale of such securities, ; (4) the sale is bona fide and not for the purpose of "washing off off" the resale restrictions imposed because the securities are "restricted securities" (as such term is defined in Rule 144(a)(3) under the U.S. Securities Act), ; (5) the seller does not intend to replace the securities sold in reliance on Rule 904 of Regulation S under the U.S. Securities Act with fungible unrestricted securities, ; and (6) the contemplated sale was is not a transaction, or part of a series of transactions which, although in technical compliance with Regulation S, is part of a plan or a scheme to evade the registration provisions of the U.S. Securities Act. Terms Unless otherwise specified, terms used herein have the meanings given to them by Regulation S. Dated: By: Name: Title: S under the U.S. Securities Act. DATED this , 20 . X Signature of individual (if Holder is an individual) X Authorized signatory (if Holder is not an individual) Name of Holder (please print) Name of authorized signatory (please print) Official capacity of authorized signatory (please print) Affirmation By by Seller's ’s Broker-Dealer (required Required for sales in accordance with pursuant to Section (b)(2)(BB)(2)(b) above) We have read the foregoing representations of our customer, customer (the "Seller") contained in the foregoing Declaration for Removal of Legend, dated , 20 , with regard to our the sale, for such Seller's ’s account, of (the securities "Securities") of the Company described thereinCorporation represented by certificate number . We have executed sales of the Securities pursuant to Rule 904 of Regulation S under the United States Securities Act of 1933, and as amended (the "U.S. Securities Act"), on behalf of ourselves the Seller. In that connection, we certify and affirm that (A) we have no knowledge that the transaction had been prearranged with a buyer in the United States, (B) the transaction was executed on or through the facilities of designated offshore securities market, (C) neither we, nor any person acting on our behalf, engaged in any directed selling efforts in connection with the offer and sale of such securities, and (D) no selling concession, fee or other remuneration is being paid hereby represent to us in connection with this offer and sale other than the usual and customary broker's commission that would be received by a person executing such transaction you as agent. Terms used herein have the meanings given to them by Regulation S. Name of Firm By: Authorized officer Datefollows:

Appears in 1 contract

Samples: Subscription Receipt Agreement

REASON FOR TRANSFER – FOR US RESIDENTS ONLY. Consistent with US IRS regulations, Odyssey Trust Company is required to request cost basis information from US securityholders. Please indicate the reason for requesting the transfer as well as the date of event relating to the reason. The event date is not the day in which the transfer is finalized, but rather the date of the event which led to the transfer request (i.e. date of gift, date of death of the securityholder, or the date the private sale took place). SCHEDULE“BSCHEDULE “B” FORM OF DECLARATION FOR REMOVAL OF LEGEND TO: Planet 13 Holdings Inc. c/o Odyssey Trust Company Suite 12300000, 300 5th Avenue SW 000 0xx Xxxxxx XX Calgary, Alberta T2P 3C4 The undersigned (a) acknowledges that the sale of the securities of Planet 13 Holdings Inc. (the "Company") to which this declaration relates is being made in reliance on Rule 904 of Regulation S ("Regulation S") under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and (b) certifies that (1) it is not an affiliate of the Company (as defined in Rule 405 under the U.S. Securities Act), (2) the offer of such securities was not made to a person in the United States and either (A) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believe that the buyer was outside the United States, or (B) the transaction was executed on or through the facilities of the Canadian Securities Exchange and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States, (3) neither the seller nor any affiliate of the seller nor any person acting on any of their behalf has engaged or will engage in any directed selling efforts in the United States in connection with the offer and sale of such securities, (4) the sale is bona fide and not for the purpose of "washing off off" the resale restrictions imposed because the securities are "restricted securities" (as such term is defined in Rule 144(a)(3) under the U.S. Securities Act), (5) the seller does not intend to replace the securities sold in reliance on Rule 904 of the U.S. Securities Act with fungible unrestricted securities, and (6) the sale was not a transaction, or part of a series of transactions which, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Terms used herein have the meanings given to them by Regulation S. Dated: By: Name: Title: Affirmation By Seller's Broker-Dealer (required for sales in accordance with Section (b)(2)(B) above) We have read the foregoing representations of our customer, (the "Seller") dated , with regard to our sale, for such Seller's account, of the securities of the Company described therein, and on behalf of ourselves we certify and affirm that (A) we have no knowledge that the transaction had been prearranged with a buyer in the United States, (B) the transaction was executed on or through the facilities of designated offshore securities market, (C) neither we, nor any person acting on our behalf, engaged in any directed selling efforts in connection with the offer and sale of such securities, and (D) no selling concession, fee or other remuneration is being paid to us in connection with this offer and sale other than the usual and customary broker's commission that would be received by a person executing such transaction as agent. Terms used herein have the meanings given to them by Regulation S. Name of Firm By: Authorized officer Date:

Appears in 1 contract

Samples: Planet 13 Holdings Inc.

REASON FOR TRANSFER – FOR US RESIDENTS ONLY. Consistent with US IRS regulations, Odyssey Trust Company Computershare is required to request cost basis information from US securityholders. Please indicate the reason for requesting the transfer as well as the date of event relating to the reason. The event date is not the day in which the transfer is finalized, but rather the date of the event which led to the transfer request (i.e. date of gift, date of death of the securityholder, or the date the private sale took place). SCHEDULE“B” SCHEDULE C FORM OF DECLARATION FOR REMOVAL OF LEGEND TO: Planet 13 Holdings Inc. c/o Odyssey Computershare Trust Company Suite 1230, 300 5th Avenue SW Calgary, Alberta T2P 3C4 of Canada Computershare Investor Services Inc. as registrar and transfer agent for the Warrants and Common Shares issuable upon exercise of the Warrants of TREVALI MINING CORPORATION AND TO: TREVALI MINING CORPORATION The undersigned (aA) acknowledges that the sale of the securities of Planet 13 Holdings Inc. (the "Company") Corporation to which this declaration relates is being made in reliance on Rule 904 of Regulation S ("Regulation S") under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") ), and (bB) certifies that (1) it the undersigned is not an affiliate of the Company "affiliate" (as that term is defined in Rule 405 under the U.S. Securities Act), ) of the Corporation; (2) the offer of such securities was not made to a person in the United States and either (Aa) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believe believed that the buyer was outside the United States, or (Bb) the transaction was executed on or through the facilities of the Canadian TSX Venture Exchange, the Toronto Stock Exchange or another “designated offshore securities market” as defined in Regulation S under the U.S. Securities Exchange Act and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States, ; (3) neither the seller nor any affiliate of the seller nor any person acting on any of their behalf has engaged or will engage in any directed selling efforts in the United States in connection with the offer and sale of such securities, ; (4) the sale is bona fide and not for the purpose of "washing off off" the resale restrictions imposed because the securities are "restricted securities" (as such that term is defined in Rule 144(a)(3) under the U.S. U. S. Securities Act), ; (5) the seller does not intend to replace the such securities sold in reliance on Rule 904 of the U.S. Securities Act with fungible unrestricted securities, ; and (6) the contemplated sale was is not a transaction, or part of a series of transactions transactions, which, although in technical compliance with Regulation SS under the U.S. Securities Act, is part of a plan or scheme to evade the registration provisions of the U.S. U. S. Securities Act. Terms used herein have the meanings given to them by Regulation S. Dated: S under the U.S. Securities Act. DATED this day of , 20 . (Name of Seller) By: Name: Title: Affirmation By Seller's Broker-Dealer (required for sales in accordance with Section (b)(2)(B) above) We have read the foregoing representations of our customer, (the "Seller") dated , with regard to our sale, for such Seller's account, of the securities of the Company described therein, and on behalf of ourselves we certify and affirm that (A) we have no knowledge that the transaction had been prearranged with a buyer in the United States, (B) the transaction was executed on or through the facilities of designated offshore securities market, (C) neither we, nor any person acting on our behalf, engaged in any directed selling efforts in connection with the offer and sale of such securities, and (D) no selling concession, fee or other remuneration is being paid to us in connection with this offer and sale other than the usual and customary broker's commission that would be received by a person executing such transaction as agent. Terms used herein have the meanings given to them by Regulation S. Name of Firm By: Authorized officer Date:

Appears in 1 contract

Samples: www.smv.gob.pe

REASON FOR TRANSFER – FOR US RESIDENTS ONLY. Consistent with US IRS regulations, Odyssey Trust Company is required to request cost basis information from US securityholders. Please indicate the reason for requesting the transfer as well as the date of event relating to the reason. The event date is not the day in which the transfer is finalized, but rather the date of the event which led to the transfer request (i.e. date of gift, date of death of the securityholder, or the date the private sale took place). SCHEDULE“BSCHEDULE “B” FORM OF DECLARATION FOR REMOVAL OF LEGEND TO: Planet 13 Holdings Inc. c/o Odyssey Trust Company Suite 12300000, 300 5th Avenue SW Calgary000 0xx Xxxxxx XX Xxxxxxx, Alberta Xxxxxxx T2P 3C4 The undersigned (a) acknowledges that the sale of the securities of Planet 13 Holdings Inc. (the "Company") to which this declaration relates is being made in reliance on Rule 904 of Regulation S ("Regulation S") under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and (b) certifies that (1) it is not an affiliate of the Company (as defined in Rule 405 under the U.S. Securities Act), (2) the offer of such securities was not made to a person in the United States and either (A) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believe that the buyer was outside the United States, or (B) the transaction was executed on or through the facilities of the Canadian Securities Exchange and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States, (3) neither the seller nor any affiliate of the seller nor any person acting on any of their behalf has engaged or will engage in any directed selling efforts in the United States in connection with the offer and sale of such securities, (4) the sale is bona fide and not for the purpose of "washing off off" the resale restrictions imposed because the securities are "restricted securities" (as such term is defined in Rule 144(a)(3) under the U.S. Securities Act), (5) the seller does not intend to replace the securities sold in reliance on Rule 904 of the U.S. Securities Act with fungible unrestricted securities, and (6) the sale was not a transaction, or part of a series of transactions which, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Terms used herein have the meanings given to them by Regulation S. Dated: By: Name: Title: Affirmation By Seller's Broker-Dealer (required for sales in accordance with Section (b)(2)(B) above) We have read the foregoing representations of our customer, _ _ (the "Seller") dated _ , with regard to our sale, for such Seller's account, of the securities of the Company described therein, and on behalf of ourselves we certify and affirm that (A) we have no knowledge that the transaction had been prearranged with a buyer in the United States, (B) the transaction was executed on or through the facilities of designated offshore securities market, (C) neither we, nor any person acting on our behalf, engaged in any directed selling efforts in connection with the offer and sale of such securities, and (D) no selling concession, fee or other remuneration is being paid to us in connection with this offer and sale other than the usual and customary broker's commission that would be received by a person executing such transaction as agent. Terms used herein have the meanings given to them by Regulation S. Name of Firm By: Authorized officer Date:officer

Appears in 1 contract

Samples: webfiles.thecse.com

REASON FOR TRANSFER – FOR US RESIDENTS ONLY. Consistent with US IRS regulations, Odyssey TSX Trust Company is required to request cost basis information from US securityholders. Please indicate the reason for requesting the transfer as well as the date of event relating to the reason. The event date is not the day in which the transfer is finalized, but rather the date of the event which led to the transfer request (i.e. date of gift, date of death of the securityholder, or the date the private sale took place). SCHEDULE“B” FORM OF DECLARATION FOR REMOVAL OF LEGEND TO: Planet 13 Holdings TSX Trust Company, as subscription receipt agent for the subscription receipts of Avisa Pharma Inc. c/o Odyssey Trust Company Suite 1230, 300 5th Avenue SW Calgary, Alberta T2P 3C4 The undersigned (a) acknowledges that the sale of the securities subscription receipts of Planet 13 Holdings Avisa Pharma Inc. (the "Company"“Corporation”) to which this declaration relates is being made in reliance on Rule 904 of Regulation S ("Regulation S") under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") ”), and (b) certifies that (1) it the undersigned is not an affiliate of the Company “affiliate” (as that term is defined in Rule 405 under the U.S. Securities Act)) of the Corporation, (2) the offer of such securities was not made to a person in the United States and either (A) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believe believed that the buyer was outside the United States, or (B) the transaction was executed in, on or through the facilities of the Canadian Securities Exchange a designated offshore securities market and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States, (3) neither the seller nor any affiliate of the seller nor any person acting on any of their behalf has engaged or will engage in any directed selling efforts in the United States in connection with the offer and sale of such securities, (4) the sale is bona fide and not for the purpose of "washing off off” the resale restrictions imposed because the securities are "restricted securities" (as such term is defined in Rule 144(a)(3) under the U.S. Securities Act), (5) the seller does not intend to replace the such securities sold in reliance on Rule 904 of the U.S. Securities Act with fungible unrestricted securities, securities and (6) the contemplated sale was is not a transaction, or part of a series of transactions which, although in technical compliance with Regulation SS under the U.S. Securities Act, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Terms used herein have the meanings given to them by Regulation S. Dated: S under the U.S. Securities Act. Date Name of Seller By: Name: Title: Affirmation By Seller's Broker-Dealer SCHEDULE B‌ FORM OF ESCROW RELEASE NOTICE TO: TSX Trust Company (required for sales the “Subscription Receipt Agent”) Reference is made to the subscription receipt agreement dated as of April 16, 2021 among Avisa Pharma Inc. (the “Corporation”) and the Subscription Receipt Agent (the “Subscription Receipt Agreement”). All capitalized terms used herein without definition having the meanings specified thereto in the Subscription Receipt Agreement. In accordance with the provisions of the Subscription Receipt Agreement, we are writing to advise you that the Escrow Release Conditions have been satisfied. In accordance with Section (b)(2)(B) above) We have read the foregoing representations of our customer, (the "Seller") dated , with regard to our sale, for such Seller's account, 3.2 of the securities of Subscription Receipt Agreement, you are hereby irrevocably directed and authorized, in your capacity as Subscription Receipt Agent, to release the Company described therein, and on behalf of ourselves we certify and affirm that (A) we have no knowledge that the transaction had been prearranged with a buyer in the United States, (B) the transaction was executed on or through the facilities of designated offshore securities market, (C) neither we, nor any person acting on our behalf, engaged in any directed selling efforts in connection with the offer and sale of such securities, and (D) no selling concession, fee or other remuneration is being paid to us in connection with this offer and sale other than the usual and customary broker's commission that would be received by a person executing such transaction Escrowed Funds as agent. Terms used herein have the meanings given to them by Regulation S. Name of Firm By: Authorized officer Datefollows:

Appears in 1 contract

Samples: Receipt Agreement

REASON FOR TRANSFER – FOR US RESIDENTS ONLY. Consistent with US IRS regulations, Odyssey Trust Company COMPUTERSHARE TRUST COMPANY OF CANADA is required to request cost basis information from US securityholders. Please indicate the reason for requesting the transfer as well as the date of event relating to the reason. The event date is not the day in which the transfer is finalized, but rather the date of the event which led to the transfer request (i.e. date of gift, date of death of the securityholder, or the date the private sale took place). SCHEDULE“B42 SCHEDULE “B” FORM OF DECLARATION FOR REMOVAL OF LEGEND TO: Planet 13 Holdings Mind Medicine (MindMed) Inc. c/o Odyssey AND TO: Computershare Trust Company Suite 1230of Canada 500 Xxxxxxx Xxxxxx, 300 5th Avenue SW Calgary0xx Xxxxx Xxxxxxxxx, Alberta T2P 3C4 XX X0X 0X0 The undersigned (a) acknowledges that the sale of the securities of Planet 13 Holdings Mind Medicine (MindMed) Inc. (the "Company") to which this declaration relates is being made in reliance on Rule 904 of Regulation S ("Regulation S") under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and (b) certifies that (1) it is not an affiliate of the Company (as Company(as defined in Rule 405 under the U.S. Securities Act), (2) the offer of such securities was not made to a person in the United States and either (A) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believe that the buyer was outside the United States, or (B) the transaction was executed on or through the facilities of the Canadian Securities Exchange and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States, (3) neither the seller nor any affiliate of the seller nor any person acting on any of their behalf has engaged or will engage in any directed selling efforts in the United States in connection with the offer and sale of such securities, (4) the sale is bona fide and not for the purpose of "washing off off” the resale restrictions imposed because the securities are "restricted securities" (as such term is defined in Rule 144(a)(3) under the U.S. Securities Act), (5) the seller does not intend to replace the securities sold in reliance on Rule 904 of the U.S. Securities Act with fungible unrestricted securities, and (6) the sale was not a transaction, or part of a series of transactions which, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Terms used herein have the meanings given to them by Regulation S. Dated: By: Name: Title: Affirmation By Seller's ’s Broker-Dealer (required for sales in accordance with Section (b)(2)(B) above) We have read the foregoing representations of our customer, customer ________________(the "Seller") dated ________________, with regard to our sale, for such Seller's ’s account, of the securities of the Company described therein, and on behalf of ourselves we certify and affirm that (A) we have no knowledge that the transaction had been prearranged with a buyer in the United States, (B) the transaction was executed on or through the facilities of designated offshore securities market, (C) neither we, nor any person acting on our behalf, engaged in any directed selling efforts in connection with the offer and sale of such securities, and (D) no selling concession, fee or other remuneration is being paid to us in connection with this offer and sale other than the usual and customary broker's ’s commission that would be received by a person executing such transaction as agent. Terms used herein have the meanings given to them by Regulation S. Name of Firm By: Authorized officer Date:: EXHIBIT D FORM OF WARRANT CERTIFICATE UNDER WARRANT AGTEEMENT CONCLUDED ON JANUARY 7, 2021 45 WARRANTS TO PURCHASE SUBORDINATE VOTING SHARES OF MIND MEDICINE (MINDMED) INC. (a company existing pursuant to the provincial laws of British Columbia) [Certificates representing Warrants required to bear the legend set forth in Section 2.20(2) of the Warrant Indenture also include the following legend: “THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE ON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITES ACT OF 1993. AS AMENDED (THE “U.S. SECURITIES ACT”) OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE ISSUER THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE ISSUER, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (C) INSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 144A UNDER THE U.S. SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER AFTER PROVIDING A LEGAL OPINION SATISFACTORY TO THE ISSUER, OR (E) PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION AFTER PROVIDING A LEGAL OPINION REASONABLY SATISFACTORY TO THE ISSUER. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. THIS WARRANT MAY NOT BE EXERCISED BY OR ON BEHALF OF A U.S. PERSON OR PERSON IN THE UNITED STATES UNLESS THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE “UNITED STATE” AND “U.S. PERSON” ARE AS DEFINED BY REGULATIONS UNDER THE U.S. SECURITIES ACT.”] CUSIP Nx. 00000X000 ISIN No. CA60255C1418 Warrant Representing • Warrants to purchase Certificate Subordinate Voting Shares (subject to Number: adjustment and acceleration as provided 2021-• for in the Warrant Indenture (as defined below)) THIS CERTIFIES that, for the value received, the registered holder hereof, • (the “holder”) is entitled at any time at or before the Expiry Time (as defined below) to acquire, subject to adjustment in certain events, the number of Subordinate Voting Shares (“Subordinate Voting Shares”) of Mind Medicine (MindMed) Inc. (the “Company”) specified above, as presently constituted by surrendering to COMPUTERSHARE TRUST COMPANY OF CANADA (the “Warrant Agent”) at its principal office in Vancouver. British Columbia this Warrant Certificate with the duly completed and executed Exercise Form endorsed on the back of this Warrant Certificate and accompanied by payment of $5.75 per Subordinate Voting Share (the “Warrant Exercise Price”) by certified cheque, bank draft or money order in lawful money of Canada payable to, or to the order of, the Company at par at the above-mentioned office of the Warrant Agent. The holder of this Warrant Certificate may purchase less than the number of Subordinate Voting Shares which he is entitled to purchase on the exercise of the Warrants represented by this Warrant Certificate, in which event a new Warrant Certificate representing the Warrants not then exercised will be issued to the holder. The Warrants evidenced under this Warrant Certificate are exercisable on or before 5:00 p.m. (Toronto time) (the “Expiry time”) on January 7, 2024(the “Expiry date”) subject to accelerations as described below. After the Expiry Time, Warrants evidenced hereby shall be deemed to be void and of no further force or effect. In the event that the volume weighted average trading closing price of the Subordinate Voting Shares on the Neo Exchange Inc. (or such other exchange on which the Subordinate Voting Shares may trade) is at a price greater than $9.00 (subject to adjustment in accordance with the terms of the Warrant Indenture) for the preceding five (5) consecutive trading days after the date hereof, the Company may accelerate the Expiry Date of the Warrants by giving written notice to the Warrantholders (the “Acceleration Notice”), and such case, the Warrants will expire on the date that is at least 30 days from the date of the Acceleration Notice is provided to the Warrantholders pursuant to a written notice to Warrantholders in accordance with the terms of the Warrant Indenture. Concurrent with the delivery of the Acceleration Notice to the Warrantholders, the Company shall also provide the Acceleration Notice to the Warrant Agent pursuant to terms of the Warrant Indenture and issue a news release announcing the exercise of the Acceleration Right (as such term is defined in the Warrant Indenture). The receipt of the Acceleration Notice by the Warrant Agent and issuance of the news release announcing the Acceleration Right will not impact the timing of the exercise of the Acceleration Right by the Company. This Warrant Certificate represents 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 “Warrant Indenture”) dated as of January 7, 2021 between the Company and the Warrant Agent, as may be amended from time to time, which contains particulars of the rights of the holders of the Warrants and the Company and of the Warrant Agent in respect thereof and the terms and conditions upon 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 of this Warrant Certificate by acceptance hereof assents. Unless otherwise defined herein, all capitalized terms shall have the meanings ascribed to them in the Warrant Indenture. A copy of the Warrant Indenture can be requested by contacting the Warrant Agent. In the event of any conflict between the provisions contained in this Warrant Certificate and the provisions of the Warrant Indenture, the provisions of the Warrant Indenture shall prevail. Upon acceptance hereof, the holder hereof hereby expressly waives the right to receive any fractional Subordinate Voting Shares upon the exercise hereof in full or in part and further waives the right to receive any cash or other consideration in lieu thereof. The Warrants represented by this Warrant Certificate shall be deemed to have been surrendered, and payment by certified cheque, bank draft or money order shall be deemed to have been made only upon personal delivery thereof or, if sent by post or other means of transmission, upon actual receipt thereof by the Warrant Agent at its office in the City of Vancouver, British Columbia. Upon due exercise of the Warrants represented by this Warrant Certificate and payment of the Warrant Exercise Price, the Company shall cause to be issued to the person(s) in whose name(s) the Subordinate Voting Shares have been so subscribed for, the number of Subordinate Voting Shares to be issued to such person(s) (provided that if the Subordinate Voting Shares are to be issued to a person other than the registered holder of this Warrant Certificate, the holder’s signature on the Exercise Form herein shall be guaranteed by a Schedule I Canadian chartered bank or by a medallion signature guarantee from a member of a recognized Signature Medallion Guarantee Program), and the holder shall pay to the Company or the Warrant Agent all applicable transfer or similar taxes and the Company shall not be required to issue or deliver certificates evidencing the Subordinate Voting Shares unless or until the holder shall have paid the Company or the Warrant Agent the amount of such tax (or shall have satisfied the Company that such tax has been paid or that no tax is due), and such person(s) shall become a holder in respect of such Subordinate Voting Shares with effect from the date of such exercise, and upon due surrender of this Warrant Certificate, the Transfer Agent shall issue a certificate(s) representing such Subordinate Voting Shares to be issued within five (5) Business Days after the exercise of the Warrants (or portion thereof) represented hereby. Neither the Warrants represented by this Warrant Certificate nor the Subordinate Voting Shares issuable upon exercise hereof have been or will be registered under the United States Securities Act of 1993, as amended (the “U.S. Securities Act”) or any state securities laws. The Warrants represented by this Warrant Certificate may not be exercised within the United States or by, or for the account or benefit of, a U.S. person or a person within the United States unless registered under the U.S. Securities Act and any applicable state securities laws or unless an exemption from such registration is available. Certificates representing Subordinate Voting Shares issued in the United States or to, or for the account or benefit of, U.S. persons will bear a legend restricting the transfer and exercise of such securities under applicable United State federal and state securities laws. “United States” and “U.S. person” are as defined in Regulation S under the U.S. Securities Act. The holder acknowledges that the Warrants represented by this Warrant Certificate and the Subordinate Voting Shares issuable upon exercise hereof may be offered, sold or otherwise transferred only in compliance with all applicable securities laws. No transfer of any Warrant will be valid unless entered on the register of transfers, upon surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant, duly endorsed by, or accompanied by a transfer form or other written instrument of transfer in form satisfactory to the Warrant Agent executed by the registered holder or his executors, administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent. Subject to the provisions of the Warrant Indenture and upon compliance with the reasonable requirements of the Warrant Agent, Warrant Certificates may be exchanged for Warrants Certificates entitling the holder thereof to acquire an equal aggregate number of Subordinate Voting Shares subject to adjustment as provided for in the Warrant Indenture. The Company and the Warrant Agent may treat the registered holder of this Warrant Certificate for all purposes as the absolute owner hereof. The holding of the Warrants represented by this Warrant Certificate shall not constitute the holder hereof a holder of Subordinate Voting Shares nor entitle him to any right or interest in respect thereof except as herein and in the Warrant Indenture expressly provided. The Warrant Indenture provides for adjustment in the number of Subordinate Voting Shares to be delivered upon exercise of the right of purchase hereby granted and to the Warrant Exercise Price in certain events therein set forth. The Warrant Indenture contains provisions making binding upon all holders of Warrants outstanding thereunder resolutions passed at meetings of such holders held in accordance with such provisions and instruments in writing signed by the Warrantholders entitled to acquire upon the exercise of the Warrants a specified percentage of the Subordinate Voting Shares. The Warrants and the Warrant Indenture shall be governed by and performed, construed and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein and shall be treated in all respects as Ontario contracts. Time shall be of the essence hereof and of the Warrant Indenture. The Company may from time to time at any time prior to the Expiry Time purchase any of the Warrants by private agreement or otherwise. This Warrant Certificate shall not be valid for any purpose until it has been certified by or on behalf of the Warrant Agent for the time being under the Warrant Indenture. All dollar amounts herein are expressed in the lawful money of Canada. [Signature page follows]

Appears in 1 contract

Samples: Supplemental Warrant Agreement (Mind Medicine (MindMed) Inc.)

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REASON FOR TRANSFER – FOR US RESIDENTS ONLY. Consistent with US IRS regulations, Odyssey Trust Company COMPUTERSHARE TRUST COMPANY OF CANADA is required to request cost basis information from US securityholders. Please indicate the reason for requesting the transfer as well as the date of event relating to the reason. The event date is not the day in which the transfer is finalized, but rather the date of the event which led to the transfer request (i.e. date of gift, date of death of the securityholder, or the date the private sale took place). SCHEDULE“B57 SCHEDULE “B” FORM OF DECLARATION FOR REMOVAL OF LEGEND TO: Planet 13 Holdings Mind Medicine (MindMed) Inc. c/o Odyssey AND TO: Computershare Trust Company Suite 1230of Canada 500 Xxxxxxx Xxxxxx, 300 5th Avenue SW Calgary0xx Xxxxx Xxxxxxxxx, Alberta T2P 3C4 XX X0X 0X0 The undersigned (a) acknowledges that the sale of the securities of Planet 13 Holdings Mind Medicine (MindMed) Inc. (the "Company") to which this declaration relates is being made in reliance on Rule 904 of Regulation S ("Regulation S") under the United States Securities Act act of 1933, as amended (the "U.S. Securities Act") and (b) certifies that (1) it is not an affiliate of the Company (as defined in Rule 405 under the U.S. Securities Act), (2) the offer of such securities was not made to a person in the United States and either (A) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believe that the buyer was outside the United States, or (B) the transaction was executed on or through the facilities of the Canadian Securities Exchange and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States, (3) neither the seller nor any affiliate of the seller nor any person acting on any of their behalf has engaged or will engage in any directed selling efforts in the United States in connection with the offer and sale of such securities, (4) the sale is bona fide and not for the purpose of "washing off off” the resale restrictions imposed because the securities are "restricted securities" (as such term is defined in Rule 144(a)(3) under the U.S. Securities Act), (5) the seller does not intend to replace the securities sold in reliance on Rule 904 of the U.S. Securities Act with fungible unrestricted securities, and (6) the sale was not a transaction, or part of a series of transactions which, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Terms used herein have the meanings given to them by Regulation S. Dated: By: Name: Title: Affirmation By Seller's Broker-Dealer (required for sales in accordance with Section (b)(2)(B) above) We have read the foregoing representations of our customer, customer ______________(the "Seller"“seller”) dated ______________, with regard to our sale, for such Seller's account, of the securities of the Company described therein, and on behalf of ourselves we certify and affirm that (A) we have no knowledge that the transaction had been prearranged with a buyer in the United States, (B) the transaction was executed on or through the facilities of designated offshore securities market, (C) neither we, nor any person acting on our behalf, engaged in any directed selling efforts in connection with the offer and sale of such securities, and (D) no selling concession, fee or other remuneration is being paid to us in connection with this offer and sale other than the usual and customary broker's commission that would be received by a person executing such transaction as agent. Terms used herein have the meanings given to them by Regulation S. Name of Firm By: Authorized officer Date:

Appears in 1 contract

Samples: Supplemental Warrant Agreement (Mind Medicine (MindMed) Inc.)

REASON FOR TRANSFER – FOR US RESIDENTS ONLY. Consistent with US IRS regulations, Odyssey Trust Company is required to request cost basis information from US securityholders. Please indicate the reason for requesting the transfer as well as the date of event relating to the reason. The event date is not the day in which the transfer is finalized, but rather the date of the event which led to the transfer request (i.e. date of gift, date of death of the securityholder, or the date the private sale took place). SCHEDULE“B60 SCHEDULE “B” FORM OF DECLARATION FOR REMOVAL OF LEGEND TO: Planet 13 Holdings Mind Medicine (MindMed) Inc. c/o Odyssey Trust Company Suite 1230x Xxxxxxx Xxxxx Xxxxxxx Xxxxx 0000, 300 5th Avenue SW Calgary0xx Xxxxxx XX Xxxxxxx, Alberta T2P 3C4 Xxxxxxx X0X 0X0 The undersigned (a) acknowledges that the sale of the securities of Planet 13 Holdings Mind Medicine (MindMed) Inc. (the "Company") to which this declaration relates is being made in reliance on Rule 904 of Regulation S ("Regulation S") under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and (b) certifies that (1) it is not an affiliate of the Company (as defined in Rule 405 under the U.S. Securities Act), (2) the offer of such securities was not made to a person in the United States and either (A) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believe that the buyer was outside the United States, or (B) the transaction was executed on or through the facilities of the Canadian Securities Exchange and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States, (3) neither the seller nor any affiliate of the seller nor any person acting on any of their behalf has engaged or will engage in any directed selling efforts in the United States in connection with the offer and sale of such securities, (4) the sale is bona fide and not for the purpose of "washing off off” the resale restrictions imposed because the securities are "restricted securities" (as such term is defined in Rule 144(a)(3) under the U.S. Securities Act), (5) the seller does not intend to replace the securities sold in reliance on Rule 904 of the U.S. Securities Act with fungible unrestricted securities, and (6) the sale was not a transaction, or part of a series of transactions which, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Terms used herein have the meanings given to them by Regulation S. Dated: By: Name: Title: Affirmation By Seller's ’s Broker-Dealer (required for sales in accordance with Section (b)(2)(B) above) We have read the foregoing representations of our customer, (the "customer_____________________(the “Seller") dated , with regard to our sale, for such Seller's ’s account, of the securities of the Company described therein, and on behalf of ourselves we certify and affirm that (A) we have no knowledge that the transaction had been prearranged with a buyer in the United States, (B) the transaction was executed on or through the facilities of designated offshore securities market, (C) neither we, nor any person acting on our behalf, engaged in any directed selling efforts in connection with the offer and sale of such securities, and (D) no selling concession, fee or other remuneration is being paid to us in connection with this offer and sale other than the usual and customary broker's ’s commission that would be received by a person executing such transaction as agent. Terms used herein have the meanings given to them by Regulation S. Name of Firm By: Authorized officer Date:

Appears in 1 contract

Samples: Warrant Indenture (Mind Medicine (MindMed) Inc.)

REASON FOR TRANSFER – FOR US RESIDENTS ONLY. Consistent with US IRS regulations, Odyssey Trust Company is required to request cost basis information from US securityholders. Please indicate the reason for requesting the transfer as well as the date of event relating to the reason. The event date is not the day in which the transfer is finalized, but rather the date of the event which led to the transfer request (i.e. date of gift, date of death of the securityholder, or the date the private sale took place). SCHEDULE“BSCHEDULE “BFORM OF DECLARATION FOR REMOVAL OF LEGEND Form of Declaration for Removal of Legend TO: Planet 13 Holdings Inc. c/o Odyssey Trust Company Suite 1230Xxxxx 0000, 300 5th Avenue SW Calgary000 0xx Xxxxxx XX Xxxxxxx, Alberta Xxxxxxx T2P 3C4 The undersigned (a) acknowledges that the sale of the securities of Planet 13 Holdings Inc. (the "Company") to which this declaration relates is being made in reliance on Rule 904 of Regulation S ("Regulation S") under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and (b) certifies that (1) it is not an affiliate of the Company (as defined in Rule 405 under the U.S. Securities Act), (2) the offer of such securities was not made to a person in the United States and either (A) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believe that the buyer was outside the United States, or (B) the transaction was executed on or through the facilities of the Canadian Securities Exchange and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States, (3) neither the seller nor any affiliate of the seller nor any person acting on any of their behalf has engaged or will engage in any directed selling efforts in the United States in connection with the offer and sale of such securities, (4) the sale is bona fide and not for the purpose of "washing off off" the resale restrictions imposed because the securities are "restricted securities" (as such term is defined in Rule 144(a)(3) under the U.S. Securities Act), (5) the seller does not intend to replace the securities sold in reliance on Rule 904 of the U.S. Securities Act with fungible unrestricted securities, and (6) the sale was not a transaction, or part of a series of transactions which, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Terms used herein have the meanings given to them by Regulation S. Dated: By: Name: Title: Affirmation By Seller's Broker-Dealer (required for sales in accordance with Section (b)(2)(B) above) We have read the foregoing representations of our customer, _________________________ (the "Seller") dated _______________________, with regard to our sale, for such Seller's account, of the securities of the Company described therein, and on behalf of ourselves we certify and affirm that (A) we have no knowledge that the transaction had been prearranged with a buyer in the United States, (B) the transaction was executed on or through the facilities of designated offshore securities market, (C) neither we, nor any person acting on our behalf, engaged in any directed selling efforts in connection with the offer and sale of such securities, and (D) no selling concession, fee or other remuneration is being paid to us in connection with this offer and sale other than the usual and customary broker's commission that would be received by a person executing such transaction as agent. Terms used herein have the meanings given to them by Regulation S. Name of Firm By: Authorized officer Date:officer

Appears in 1 contract

Samples: webfiles.thecse.com

REASON FOR TRANSFER – FOR US RESIDENTS ONLY. Consistent with US U.S. IRS regulations, Odyssey Trust Company Computershare is required to request cost basis information from US securityholders. Please indicate the reason for requesting the transfer as well as the date of event relating to the reason. The event date is not the day in which the transfer is finalized, but rather the date of the event which led to the transfer request (i.e. date of gift, date of death of the securityholder, or the date the private sale took place). SCHEDULE“B” SCHEDULE "D" FORM OF DECLARATION FOR REMOVAL OF LEGEND TO: Planet 13 Holdings Inc. c/o Odyssey Trust Company Suite 1230, 300 5th Avenue SW Calgary, Alberta T2P 3C4 [Issuer] (the “Corporation”) and its legal counsel AND TO: The Corporation’s Transfer Agent The undersigned (a) acknowledges that the sale of the securities of Planet 13 Holdings Inc. (the "Company") Corporation to which this declaration relates is being made in reliance on Rule 904 of Regulation S ("Regulation S") under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and (b) certifies that (1) it is not an affiliate of the Company “affiliate” (as defined in Rule 405 under the U.S. Securities Act)) of the Corporation or acting on behalf of an affiliate of the Corporation, (2) the offer of such securities was not made to a person in the United States and either (A) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believe that the buyer was outside the United States, or (B) the transaction was executed in, on or through the facilities of the Canadian Securities TSX Venture Exchange and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States, (3) neither the seller nor any affiliate of the seller nor any person acting on any of their behalf has engaged or will engage in any directed selling efforts efforts” (within the meaning of Rule 902(c) of Regulation S under the U.S. Securities Act) in the United States in connection with the offer and sale of such securities, (4) the sale is was bona fide and not for the purpose of "washing off off” the resale restrictions imposed because the securities are "restricted securities" (as such term is defined in Rule 144(a)(3) under the U.S. Securities Act), (5) the seller does not intend to replace the securities sold in reliance on Rule 904 of the U.S. Securities Act with fungible unrestricted securitiessecurities of the Corporation, (6) the undersigned is not a “distributor” (as that term is defined in Rule 902(d) of Regulation S under the U.S. Securities Act) or an affiliate of a distributor or acting on behalf of any of the foregoing, and (67) the sale was not a transaction, or part of a series of transactions which, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. The undersigned in making such sale has complied with (a) Rule 904(b) of Regulation S and (b) all applicable state securities laws. Terms used herein have the meanings given to them by Regulation S. Dated: By: Name: Title: DATED this , 20 . X Signature of individual (if Holder is an individual) X Authorized signatory (if Holder is not an individual) Name of Holder (please print) Name of authorized signatory (please print) Official capacity of authorized signatory (please print) Schedule “D-1” Affirmation By by Seller's ’s Broker-Dealer (required Required for sales in accordance with Section (b)(2)(B) aboveRegulation S) We have read the foregoing representations of our customer, (the "Seller") ”), dated , with regard to our sale, for such Seller's ’s account, of the securities of the Company described thereinCorporation, represented by certificate number (the “Securities”), and on behalf of ourselves we certify and affirm that (A) we have no knowledge that the transaction had been prearranged with a buyer in the United States, (B) at the time the buy order was originated, the buyer was outside the United States, or the Seller and any person acting on its behalf reasonably believed that the buyer was outside of the United States or the transaction was executed on or through the facilities of designated offshore securities marketthe TSX Venture Exchange, (C) neither we, nor any person acting on our behalf, engaged in any directed selling efforts efforts” (within the meaning of Rule 902(c) of Regulation S under the U.S. Securities Act) in connection with the offer and sale of such securities, securities and (D) no selling concessionwe have complied with the provisions of Rule 904(b) of Regulation S, fee or other remuneration is being paid to us if applicable, in connection with this offer and the sale other than of the usual and customary broker's commission that would be received Shares by a person executing such transaction as agentthe Seller. Terms used herein have the meanings given to them by Regulation S. S under the U.S. Securities Act. Legal counsel to the Corporation shall be entitled to rely upon the representations, warranties and covenants contained in this affirmation to the same extent as if this affirmation had been addressed to them, it being agreed that such representations, warranties and covenants shall be deemed to be made both as of the date of this affirmation and at the time of the sale of the Securities. The Corporation and legal counsel to the Corporation shall be entitled to rely upon the representations, warranties and covenants contained in this affirmation to the same extent as if this letter had been addressed to them, it being agreed that such representations, warranties and covenants shall be deemed to be made both as of the date of this letter and at the time of the sale of the security. Name of Firm By: Authorized officer DateAddress:

Appears in 1 contract

Samples: Subscription Receipt Agreement

REASON FOR TRANSFER – FOR US RESIDENTS ONLY. Consistent with US U.S. IRS regulations, Odyssey Trust Company Computershare is required to request cost basis information from US securityholders. Please indicate the reason for requesting the transfer as well as the date of event relating to the reason. The event date is not the day in which the transfer is finalized, but rather the date of the event which led to the transfer request (i.e. date of gift, date of death of the securityholder, or the date the private sale took place). SCHEDULE“B” SCHEDULE "D" FORM OF DECLARATION FOR REMOVAL OF LEGEND TO: Planet 13 Holdings Inc. c/o Odyssey Trust Company Suite 1230, 300 5th Avenue SW Calgary, Alberta T2P 3C4 [Issuer] (the “Corporation”) and its legal counsel AND TO: The Corporation’s Transfer Agent The undersigned (a) acknowledges that the sale of the securities of Planet 13 Holdings Inc. (the "Company") Corporation to which this declaration relates is being made in reliance on Rule 904 of Regulation S ("Regulation S") under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and (b) certifies that (1) it is not an affiliate of the Company “affiliate” (as defined in Rule 405 under the U.S. Securities Act)) of the Corporation or acting on behalf of an affiliate of the Corporation, (2) the offer of such securities was not made to a person in the United States and either (A) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believe that the buyer was outside the United States, or (B) the transaction was executed in, on or through the facilities of the Canadian Securities TSX Venture Exchange and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States, (3) neither the seller nor any affiliate of the seller nor any person acting on any of their behalf has engaged or will engage in any directed selling efforts efforts” (within the meaning of Rule 902(c) of Regulation S under the U.S. Securities Act) in the United States in connection with the offer and sale of such securities, (4) the sale is was bona fide and not for the purpose of "washing off off” the resale restrictions imposed because the securities are "restricted securities" (as such term is defined in Rule 144(a)(3) under the U.S. Securities Act), (5) the seller does not intend to replace the securities sold in reliance on Rule 904 of the U.S. Securities Act with fungible unrestricted securitiessecurities of the Corporation, (6) the undersigned is not a “distributor” (as that term is defined in Rule 902(d) of Regulation S under the U.S. Securities Act) or an affiliate of a distributor or acting on behalf of any of the foregoing, and (67) the sale was not a transaction, or part of a series of transactions which, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. The undersigned in making such sale has complied with (a) Rule 904(b) of Regulation S and (b) all applicable state securities laws. Terms used herein have the meanings given to them by Regulation S. Dated: By: Name: Title: DATED this , 20 . X Signature of individual (if Holder is an individual) X Authorized signatory (if Holder is not an individual) Name of Xxxxxx (please print) Name of authorized signatory (please print) Official capacity of authorized signatory (please print) Schedule “D-1” Affirmation By by Seller's ’s Broker-Dealer (required Required for sales in accordance with Section (b)(2)(B) aboveRegulation S) We have read the foregoing representations of our customer, (the "Seller") ”), dated , with regard to our sale, for such Seller's ’s account, of the securities of the Company described thereinCorporation, represented by certificate number (the “Securities”), and on behalf of ourselves we certify and affirm that (A) we have no knowledge that the transaction had been prearranged with a buyer in the United States, (B) at the time the buy order was originated, the buyer was outside the United States, or the Seller and any person acting on its behalf reasonably believed that the buyer was outside of the United States or the transaction was executed on or through the facilities of designated offshore securities marketthe TSX Venture Exchange, (C) neither we, nor any person acting on our behalf, engaged in any directed selling efforts efforts” (within the meaning of Rule 902(c) of Regulation S under the U.S. Securities Act) in connection with the offer and sale of such securities, securities and (D) no selling concessionwe have complied with the provisions of Rule 904(b) of Regulation S, fee or other remuneration is being paid to us if applicable, in connection with this offer and the sale other than of the usual and customary broker's commission that would be received Shares by a person executing such transaction as agentthe Seller. Terms used herein have the meanings given to them by Regulation S. S under the U.S. Securities Act. Legal counsel to the Corporation shall be entitled to rely upon the representations, warranties and covenants contained in this affirmation to the same extent as if this affirmation had been addressed to them, it being agreed that such representations, warranties and covenants shall be deemed to be made both as of the date of this affirmation and at the time of the sale of the Securities. The Corporation and legal counsel to the Corporation shall be entitled to rely upon the representations, warranties and covenants contained in this affirmation to the same extent as if this letter had been addressed to them, it being agreed that such representations, warranties and covenants shall be deemed to be made both as of the date of this letter and at the time of the sale of the security. Name of Firm By: Authorized officer DateAddress:

Appears in 1 contract

Samples: Subscription Receipt Agreement

REASON FOR TRANSFER – FOR US RESIDENTS ONLY. Consistent with US IRS regulations, Odyssey Trust Company COMPUTERSHARE TRUST COMPANY OF CANADA is required to request cost basis information from US securityholders. Please indicate the reason for requesting the transfer as well as the date of event relating to the reason. The event date is not the day in which the transfer is finalized, but rather the date of the event which led to the transfer request (i.e. date of gift, date of death of the securityholder, or the date the private sale took place). SCHEDULE“B” SCHEDULE "B" FORM OF DECLARATION FOR REMOVAL OF LEGEND TO: Planet 13 Holdings Mind Medicine (MindMed) Inc. c/o Odyssey AND TO: Computershare Trust Company Suite 1230of Canada 500 Xxxxxxx Xxxxxx, 300 5th Avenue SW Calgary0xx Xxxxx Xxxxxxxxx, Alberta T2P 3C4 XX X0X 0X0 The undersigned (a) acknowledges that the sale of the securities of Planet 13 Holdings Mind Medicine (MindMed) Inc. (the "Company") to which this declaration relates is being made in reliance on Rule 904 of Regulation S ("Regulation S") under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and (b) certifies that (1) it is not an affiliate of the Company (as defined in Rule 405 under the U.S. Securities Act), (2) the offer of such securities was not made to a person in the United States and either (A) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believe that the buyer was outside the United States, or (B) the transaction was executed on or through the facilities of the Canadian Securities Exchange and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States, (3) neither the seller nor any affiliate of the seller nor any person acting on any of their behalf has engaged or will engage in any directed selling efforts in the United States in connection with the offer and sale of such securities, (4) the sale is bona fide and not for the purpose of "washing off off” the resale restrictions imposed because the securities are "restricted securities" (as such term is defined in Rule 144(a)(3) under the U.S. Securities Act), (5) the seller does not intend to replace the securities sold in reliance on Rule 904 of the U.S. Securities Act with fungible unrestricted securities, and (6) the sale was not a transaction, or part of a series of transactions which, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Terms used herein have the meanings given to them by Regulation S. Dated: By: Name: Title: Affirmation By Seller's ’s Broker-Dealer (required for sales in accordance with Section (b)(2)(B) above) We have read the foregoing representations of our customer, customer ________________(the "Seller") dated ________________, with regard to our sale, for such Seller's ’s account, of the securities of the Company described therein, and on behalf of ourselves we certify and affirm that (A) we have no knowledge that the transaction had been prearranged with a buyer in the United States, (B) the transaction was executed on or through the facilities of designated offshore securities market, (C) neither we, nor any person acting on our behalf, engaged in any directed selling efforts in connection with the offer and sale of such securities, and (D) no selling concession, fee or other remuneration is being paid to us in connection with this offer and sale other than the usual and customary broker's ’s commission that would be received by a person executing such transaction as agent. Terms used herein have the meanings given to them by Regulation S. Name of Firm By: Authorized officer Date:: EXHIBIT C FORM OF WARRANT CERTIFICATE UNDER WARRANT AGTEEMENT CONCLUDED ON DECEMBER 11, 2021 30 WARRANTS TO PURCHASE SUBORDINATE VOTING SHARES OF MIND MEDICINE (MINDMED) INC. (a company existing pursuant to the provincial laws of British Columbia) [Certificates representing Warrants required to bear the legend set forth in Section 2.20(2) of the Warrant Indenture also include the following legend: “THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE ON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE ISSUER THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE ISSUER, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (C) INSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 144A UNDER THE U.S. SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER AFTER PROVIDING A LEGAL OPINION SATISFACTORY TO THE ISSUER, OR (E) PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION AFTER PROVIDING A LEGAL OPINION REASONABLY SATISFACTORY TO THE ISSUER. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. THIS WARRANT MAY NOT BE EXERCISED BY OR ON BEHALF OF A U.S. PERSON OR PERSON IN THE UNITED STATES UNLESS THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. “UNITED STATES” AND “U.S. PERSON” ARE AS DEINED BY REGULATION S UNDER THE U.S. SECURITIES ACT.”] 31 CUSIP Nx. 00000X000 XXXX No. CA60255C1335 WarrantCertificateNumber:2020-• Representing • Warrants to purchase Subordinate Voting Shares (subject to adjustment and acceleration as provided for in the Warrant Indenture (as defined below)) THIS CERTIFIES that, for value received, the registered holder hereof, • (the “holder”) is entitled at any time at or before the Expiry Time (as defined below) to acquire, subject to adjustment in certain events, the number of Subordinate Voting Shares (“Subordinate Voting Shares”) of Mind Medicine (MindMed) Inc. (the “Company”) specified above, as presently constituted, by surrendering to COMPUTERSHARE TRUST COMPANY OF CANADA (the “Warrant Agent”) at its principal office in Vancouver, British Columbia this Warrant Certificate with the duly completed and executed Exercise Form endorsed on the back of this Warrant Certificate, and accompanied by payment of $1.40 per Subordinate Voting Share (the “Warrant Exercise Price”) by certified cheque, bank draft or money order in lawful money of Canada payable to, or to the order of, the Company at par at the above-mentioned office of the Warrant Agent. The holder of this Warrant Certificate may purchase less than the number of Subordinate Voting Shares which he is entitled to purchase on the exercise of the Warrants represented by this Warrant Certificate, in which event a new Warrant Certificate representing the Warrants not then exercised will be issued to the holder. The Warrants evidenced under this Warrant Certificate are exercisable on or before 5:00 p.m. (Toronto time) (the “Expiry Time”) on December 11, 2023 (the “Expiry Date”), subject to acceleration as described below. After the Expiry Time, Warrants evidenced hereby shall be deemed to be void and of no further force or effect. In the event that the volume weighted average trading closing price of the Subordinate Voting Shares on the Neo Exchange Inc. (or such other exchange on which the Subordinate Voting Shares may trade) is at a price greater than $4.00 (subject to adjustment in accordance with the terms of the Warrant Indenture) for the preceding ten (10) consecutive trading days after the date hereof, the Company may accelerate the Expiry Date of the Warrants by giving written notice to the Warrantholders (the “Acceleration Notice”), and in such case, the Warrants will expire on the date that is at least 30 days from the date of the Acceleration Notice is provided to the Warrantholders pursuant to a written notice to Warrantholders in accordance with the terms of the Warrant Indenture. Concurrent with the delivery of the Acceleration Notice to the Warrantholders, the Company shall also provide the Acceleration Notice to the Warrant Agent pursuant to terms of the Warrant Indenture and issue a news release announcing the exercise of the Acceleration Right (as such term is defined in the Warrant Indenture). The receipt of the Acceleration Notice by the Warrant Agent and issuance of the news release announcing the Acceleration Right will not impact the timing of the exercise of the Acceleration Right by the Company. This Warrant Certificate represents 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 as the “Warrant Indenture”) dated as of December 11, 2020, between the Company and the Warrant Agent, as may be amended from time to time, which contains particulars of the rights of the holders of the Warrants and the Company and of the Warrant Agent in respect thereof and the terms and conditions upon 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 of this Warrant Certificate by acceptance hereof assents. Unless otherwise defined herein, all capitalized terms shall have the meanings ascribed to them in the Warrant Indenture. A copy of the Warrant Indenture can be requested by contacting the Warrant Agent. In the event of any conflict between the provisions contained in this Warrant Certificate and the provisions of the Warrant Indenture, the provisions of the Warrant Indenture shall prevail. Upon acceptance hereof, the holder hereof hereby expressly waives the right to receive any fractional Subordinate Voting Shares upon the exercise hereof in full or in part and further waives the right to receive any cash or other consideration in lieu thereof. The Warrants represented by this Warrant Certificate shall be deemed to have been surrendered, and payment by certified cheque, bank draft or money order shall be deemed to have been made only upon personal delivery thereof or, if sent by post or other means of transmission, upon actual receipt thereof by the Warrant Agent at its office in the City of Vancouver, British Columbia. Upon due exercise of the Warrants represented by this Warrant Certificate and payment of the Warrant Exercise Price, the Company shall cause to be issued to the person(s) in whose name(s) the Subordinate Voting Shares have been so subscribed for, the number of Subordinate Voting Shares to be issued to such person(s) (provided that if the Subordinate Voting Shares are to be issued to such person(s) (provided that if the Subordinate Voting Shares are to be issued to a person other than the registered holder of this Warrant Certificate, the holder’s signature on the Exercise Form herein shall be guaranteed by a Schedule I Canadian chartered bank or by a medallion signature guarantee from a member of a recognized Signature Medallion Guarantee Program), and the holder shall pay to the Company or the Warrant Agent all applicable transfer or similar taxes and the Company shall not be required to issue or deliver certificates evidencing the Subordinate Voting Shares unless or until the holder shall have paid the Company or the Warrant Agent the amount of such tax (or shall have satisfied the Company that such tax has been paid or that no tax is due), and such person(s) shall become a holder in respect of such Subordinate Voting Shares with effect from the date of such exercise, and upon due surrender of this Warrant Certificate, the Transfer Agent shall issue a certificate(s) representing such Subordinate Voting Shares to be issued within five (5) Business Days after the exercise of the Warrants (or portion thereof) represented hereby. Neither the Warrants represented by this Warrant Certificate nor the Subordinate Voting Shares issuable upon exercise hereof have been or will be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws. The Warrants represented by this Warrant Certificate may not be exercised within the United States or by, or for the account or benefit of, a U.S. person or a person within the United States unless registered under the U.S. Securities Act and any applicable state securities laws or unless an exemption from such registration is available. Certificates representing Subordinate Voting Shares issued in the United States or to, or for the account or benefit of, U.S. persons will bear a legend restricting the transfer and exercise of such securities under applicable United States federal and state securities laws. “United States” and “U.S. person” are as defined in Regulation S under the U.S. Securities Act. The holder acknowledges that the Warrants represented by this Warrant Certificate and the Subordinate Voting Shares issuable upon exercise hereof may be offered, sold or otherwise transferred only in compliance with all applicable securities laws. No transfer of any Warrant will be valid unless entered on the register of transfers, upon surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant, duly endorsed by, or accompanied by a transfer form or other written instrument of transfer in form satisfactory to the Warrant Agent executed by the registered holder or his executors, administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent. Subject to the provisions of the Warrant Indenture and upon compliance with the reasonable requirements of the Warrant Agent, Warrant Certificates may be exchanged for Warrants Certificates entitling the holder thereof to acquire an equal aggregate number of Subordinate Voting Shares subject to adjustment as provided for in the Warrant Indenture. The Company and the Warrant Agent may treat the registered holder of this Warrant Certificate for all purposes as the absolute owner hereof. The holding of the Warrants represented by this Warrant Certificate shall not constitute the holder hereof a holder of Subordinate Voting Shares nor entitle him to any right or interest in respect thereof except as herein and in the Warrant Indenture expressly provided. The Warrant Indenture provides for adjustment in the number of Subordinate Voting Shares to be delivered upon exercise of the right of purchase hereby granted and to the Warrant Exercise Price in certain events therein set forth. The Warrant Indenture contains provisions making binding upon all holders of Warrants outstanding thereunder resolutions passed at meetings of such holders held in accordance with such provisions and instruments in writing signed by the Warrantholders entitled to acquire upon the exercise of the Warrants a specified percentage of the Subordinate Voting Shares. The Warrants and the Warrant Indenture shall be governed by and performed, construed and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein and shall be treated in all respects as Ontario contracts. Time shall be of the essence hereof and of the Warrant Indenture. The Company may from time to time at any time prior to the Expiry Time purchase any of the Warrants by private agreement or otherwise. This Warrant Certificate shall not be valid for any purpose until it has been certified by or on behalf of the Warrant Agent for the time being under the Warrant Indenture. All dollar amounts herein are expressed in the lawful money of Canada. [Signature page follows]

Appears in 1 contract

Samples: Supplemental Warrant Agreement (Mind Medicine (MindMed) Inc.)

REASON FOR TRANSFER – FOR US RESIDENTS ONLY. Consistent with US IRS regulations, Odyssey Trust Company is required to request cost basis information from US securityholders. Please indicate the reason for requesting the transfer as well as the date of event relating to the reason. The event date is not the day in which the transfer is finalized, but rather the date of the event which led to the transfer request (i.e. date of gift, date of death of the securityholder, or the date the private sale took place). SCHEDULE“B” SCHEDULE"B" FORM OF DECLARATION FOR REMOVAL OF LEGEND TO: Planet 13 Holdings Inc. c/o Odyssey Trust Company Suite 1230Suxxx 000, 300 5th Avenue SW Calgary000 0xx Xxxxxx XX Xxxxxxx, Alberta T2P 3C4 Xxxxxxx X0X 0X0 The undersigned (a) acknowledges that the sale of the securities of Planet 13 Holdings Inc. (the "Company") to which this declaration relates is being made in reliance on Rule 904 of Regulation S ("Regulation S") under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and (b) certifies that (1) it is not an affiliate of the Company (as defined in Rule 405 under the U.S. Securities Act), (2) the offer of such securities was not made to a person in the United States and either (A) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believe that the buyer was outside the United States, or (B) the transaction was executed on or through the facilities of the Canadian Securities Exchange and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States, (3) neither the seller nor any affiliate of the seller nor any person acting on any of their behalf has engaged or will engage in any directed selling efforts in the United States in connection with the offer and sale of such securities, (4) the sale is bona fide and not for the purpose of "washing off the resale restrictions imposed because the securities are "restricted securities" (as such term is defined in Rule 144(a)(3) under the U.S. Securities Act), (5) the seller does not intend to replace the securities sold in reliance on Rule 904 of the U.S. Securities Act with fungible unrestricted securities, and (6) the sale was not a transaction, or part of a series of transactions which, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Terms used herein have the meanings given to them by Regulation S. Dated: By: Name: Title: Affirmation By Seller's Broker-Dealer (required for sales in accordance with Section (b)(2)(B) above) We have read the foregoing representations of our customer, (the "Seller") dated , with regard to our sale, for such Seller's account, of the securities of the Company described therein, and on behalf of ourselves we certify and affirm that (A) we have no knowledge that the transaction had been prearranged with a buyer in the United States, (B) the transaction was executed on or through the facilities of designated offshore securities market, (C) neither we, nor any person acting on our behalf, engaged in any directed selling efforts in connection with the offer and sale of such securities, and (D) no selling concession, fee or other remuneration is being paid to us in connection with this offer and sale other than the usual and customary broker's commission that would be received by a person executing such transaction as agent. Terms used herein have the meanings given to them by Regulation S. Name of Firm By: Authorized officer Date:

Appears in 1 contract

Samples: Planet 13 Holdings Inc.

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