Common use of REASON FOR TRANSFER Clause in Contracts

REASON FOR TRANSFER. FOR US CITIZENS OR RESIDENTS ONLY Consistent with US IRS regulations, AST 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” EXERCISE FORM‌ TO: Algernon Pharmaceuticals Inc. (the “Corporation”) AND TO: AST Trust Company (Canada) 1600 - 0000 Xxxx Xxxxxxxx Xx. Xxxxxxxxx, XX V6E 3X1 The undersigned holder of the Warrants evidenced by this Warrant Certificate hereby exercises the right to acquire (A) Common Shares of Algernon Pharmaceuticals Inc. Exercise Price Payable: ((A) multiplied by $0.55, subject to adjustment) The undersigned hereby exercises the right of such holder to be issued, and hereby subscribes for, Common Shares that are issuable pursuant to the exercise of such Warrants on the terms specified in such Warrant Certificate and in the Warrant Indenture. The undersigned hereby acknowledges that the undersigned is aware that the Common Shares received on exercise may be subject to restrictions on resale under applicable securities legislation. Any capitalized term in this Warrant Certificate that is not otherwise defined herein, shall have the meaning ascribed thereto in the Warrant Indenture. The undersigned represents, warrants and certifies as follows (one (only) of the following must be checked):

Appears in 1 contract

Samples: webfiles.thecse.com

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REASON FOR TRANSFER. FOR US CITIZENS OR RESIDENTS ONLY Consistent with US IRS regulations, AST 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” EXERCISE FORM‌ FORM TO: Algernon Pharmaceuticals Inc. (the “Corporation”) AND TO: AST Trust Company (Canada) 1600 - 0000 Xxxx Xxxxxxxx Xx. Xxxxxxxxx, XX V6E 3X1 The undersigned holder of the Warrants evidenced by this Warrant Certificate hereby exercises the right to acquire (A) Common Shares of Algernon Pharmaceuticals Inc. Exercise Price Payable: ((A) multiplied by $0.550.12, subject to adjustment) The undersigned hereby exercises the right of such holder to be issued, and hereby subscribes for, Common Shares that are issuable pursuant to the exercise of such Warrants on the terms specified in such Warrant Certificate and in the Warrant Indenture. The undersigned hereby acknowledges that the undersigned is aware that the Common Shares received on exercise may be subject to restrictions on resale under applicable securities legislation. Any capitalized term in this Warrant Certificate that is not otherwise defined herein, shall have the meaning ascribed thereto in the Warrant Indenture. The undersigned represents, warrants and certifies as follows (one (only) of the following must be checked):

Appears in 1 contract

Samples: webfiles.thecse.com

REASON FOR TRANSFER. FOR US CITIZENS OR RESIDENTS ONLY Consistent with US IRS regulations, AST Olympia 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” EXERCISE FORM‌ FORM TO: Algernon Pharmaceuticals Juva Life Inc. (the “Corporation”) AND TO: AST Olympia Trust Company (Canada) 1600 - 0000 Xxxxx 0000, 000 Xxxx Xxxxxxxx Xx. Xxxxxxx Xxxxxx Xxxxxxxxx, XX V6E 3X1 X0X 0X0 The undersigned holder of the Warrants evidenced by this Warrant Certificate hereby exercises the right to acquire (A) Common Shares of Algernon Pharmaceuticals Juva Life Inc. Exercise Price Payable: ((A) multiplied by $0.551.35, subject to adjustment) The undersigned hereby exercises the right of such holder to be issued, and hereby subscribes for, Common Shares that are issuable pursuant to the exercise of such Warrants on the terms specified in such Warrant Certificate and in the Warrant Indenture. The undersigned hereby acknowledges that the undersigned is aware that the Common Shares received on exercise may be subject to restrictions on resale under applicable securities legislation. Any capitalized term in this Warrant Certificate Exercise Form that is not otherwise defined herein, shall have the meaning ascribed thereto in the Warrant IndentureIndenture between the Corporation and Olympia dated February 18, 2021. The undersigned represents, warrants and certifies as follows (one (only) of the following must be checked):

Appears in 1 contract

Samples: sedar-filings-backup.thecse.com

REASON FOR TRANSFER. FOR US CITIZENS OR RESIDENTS ONLY Consistent with US IRS regulations, AST Olympia 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” EXERCISE FORM‌ TO: Algernon Pharmaceuticals Nepra Foods Inc. (the “Corporation”) AND TO: AST Olympia Trust Company (Canada) 1600 - 0000 Suite 1900, 000 Xxxx Xxxxxxxx Xx. Xxxxxxx Xxxxxx Xxxxxxxxx, XX V6E 3X1 Xxxxxxx Xxxxxxxx X0X 0X0 The undersigned holder of the Warrants evidenced by this Warrant Certificate hereby exercises the right to acquire (A) Common Shares of Algernon Pharmaceuticals Nepra Foods Inc. Exercise Price Payable: ((A) multiplied by $0.550.70, subject to adjustment) The undersigned hereby exercises the right of such holder to be issued, and hereby subscribes for, Common Shares that are issuable pursuant to the exercise of such Warrants on the terms specified in such Warrant Certificate and in the Warrant Indenture. The undersigned hereby acknowledges that the undersigned is aware that the Common Shares received on exercise may be subject to restrictions on resale under applicable securities legislation. Any capitalized term in this Warrant Certificate that is not otherwise defined herein, shall have the meaning ascribed thereto in the Warrant Indenture. The undersigned represents, warrants and certifies as follows (one (only) of the following must be checked):

Appears in 1 contract

Samples: Nepra Foods

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REASON FOR TRANSFER. FOR US CITIZENS OR RESIDENTS ONLY Consistent with US IRS regulations, AST 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” EXERCISE FORM‌ FORM TO: Algernon Pharmaceuticals Inc. (the “Corporation”) AND TO: AST Alexco Resource Corp. c/o Computershare Trust Company (Canada) 1600 - 0000 Xxxx Xxxxxxxx Xx. of Canada 0xx Xxxxx, 000 Xxxxxxx Xxxxxx Xxxxxxxxx, XX V6E 3X1 XX, X0X 0X0 The undersigned holder of the within Warrants evidenced by this Warrant Certificate hereby exercises the right to acquire (A) irrevocably subscribes for Common Shares of Algernon Pharmaceuticals Inc. Exercise Price Payable: Alexco Resource Corp. ((Athe "Corporation") multiplied by $0.55, subject to adjustment) The undersigned hereby exercises the right of such holder to be issued, and hereby subscribes for, Common Shares that are issuable pursuant to the exercise of such Warrants on the terms specified and conditions set forth in such the attached Warrant Certificate and in the Warrant Indenture. The undersigned hereby acknowledges that the undersigned is aware that the Common Shares received on exercise may be subject to restrictions on resale under applicable securities legislation. Any capitalized term in this Warrant Certificate that is not otherwise defined herein, shall have the meaning ascribed thereto in the Warrant Indenture. The undersigned represents, warrants and certifies as follows (one (only) of the following must be checked):): [ ] (A) the undersigned holder at the time of exercise of the Warrants is not in the United States, is not a "U.S. person" as defined in Regulation S under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and is not exercising the Warrants on behalf of, or for the account or benefit of, a U.S. person or a person in the United States, is not requesting delivery of the Common Shares to an address in the United States and did not execute or deliver this exercise form in the United States; OR [ ] (B) a written opinion of counsel of recognized standing in form and substance satisfactory to the Corporation to the effect that an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws is available for the issuance of the Common Shares issuable on exercise of the Warrants. Notes: (1) Certificates will not be registered or delivered to an address in the United States unless Box B above is checked. (2) If Box B above is checked, holders are encouraged to consult with the Corporation and the Warrant Agent in advance to determine that the legal opinion tendered in connection with the exercise will be satisfactory in form and substance to the Corporation. "United States" and "U.S. person" are as defined in Rule 902 of Regulation S under the U.S. Securities Act. The undersigned hereby directs that the said Common Shares be issued as follows: NAME(S) IN FULL ADDRESS(ES) NUMBER OF COMMON SHARES (Please print.) DATED this day of ____________, 20_ _. Signature Guaranteed* Name of Warrantholder Name of Authorized Representative Signature of Warrantholder or Authorized Representative Title or Capacity of Authorized Representative Daytime Phone Number of Warrantholder or Authorized Representative [ ] Please check this box if the securities are to be picked up at the office where the Warrant Certificate is surrendered, failing which the securities will be mailed to the address shown on the register. Instructions: The signature of the Holder must be the signature of the registered holder appearing on the face of the Warrant Certificate without alteration or enlargement or any change whatsoever. If this Exercise Form is signed by a trustee, executor, administrator, curator, guardian, attorney, officer of a corporation or any person acting in a fiduciary or representative capacity, the Warrant Certificate must be accompanied by evidence of authority to sign satisfactory to the Warrant Agent and the Corporation, acting reasonably. *If the Common Shares are to be issued to a person other than to the registered Holder, then the signature on this Exercise Form must be guaranteed by a Schedule 1 Canadian chartered bank, medallion guaranteed by a recognized medallion signature guarantee program or in any other manner satisfactory to the Warrant Agent. The guarantor must affix a stamp bearing the actual words "Signature Guaranteed". Signature guarantees are not accepted from Treasury Branches or credit unions unless they are members of the Stamp Medallion Program. In the United States, signature guarantees must be done by members of the "Medallion Signature Guarantee Program" only. If securities are to be issued to a person other than the registered Holder, the Transfer Form must be completed and the Holder must pay or cause to be paid to the Corporation or the Warrant Agent all applicable transfer or similar taxes, if any, and the Corporation shall not be required to issue or deliver certificates evidencing the Common Shares and Warrants unless and until such Holder shall have paid to the Corporation or the Warrant Agent the amount of such tax or shall have established to the satisfaction of the Corporation that such tax has been paid or that no tax is due. SCHEDULE "B" FORM OF DECLARATION FOR REMOVAL OF LEGEND TO: Computershare Trust Company of Canada, as registrar and transfer agent for the Warrants and Common Shares issuable upon exercise of the Warrants of Alexco Resource Corp. The undersigned (A) acknowledges that the sale of _______________________ of the Corporation represented by certificate number _____________ to which this declaration relates is being made in reliance on Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and (B) certifies that (1) the undersigned is not (a) an "affiliate" of the Corporation (as that term is defined in Rule 405 under the U.S. Securities Act), (b) a "distributor" as defined in Regulation S or (c) 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 believed that the buyer was outside the United States, or (b) the transaction was executed on or through the facilities of a designated offshore securities market (such as the TSX Venture Exchange or the Toronto Stock 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 or a U.S. person; (3) neither the seller nor any affiliate of the seller nor any person acting on 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 that term is defined in Rule 144(a)(3) under the U.S. Securities Act); (5) the seller does not intend to replace securities sold in reliance on Rule 904 of Regulation S with fungible unrestricted securities; and (6) the contemplated sale 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 scheme to evade the registration provisions of the U.S. Securities Act. Terms used herein have the meanings given to them by Regulation S under the U.S. Securities Act. Dated: Authorized signatory Name of Seller (please print) Name of authorized signatory (please print) Title of authorized signatory (please print) 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 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 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 under the U.S. Securities Act. Name of Firm By: Authorized officer

Appears in 1 contract

Samples: Alexco Resource Corp

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