Common use of U.S. Legend Clause in Contracts

U.S. Legend. (a) The Debentures and the Conversion Shares issuable upon conversion thereof (including any Common Shares issued for any interest payable on the Debentures) have not been and will not be registered under the U.S. Securities Act or any state securities laws. To the extent that Debentures are issued to U.S. Purchasers, such Debentures and all Conversion Shares issuable on conversion thereof (together, the "Legended Securities") shall bear the following legend (the "U.S. Legend") until such time as the same is no longer required under applicable requirements of the U.S. Securities Act or state securities laws: provided, that if such Legended Securities are being transferred in compliance with the requirements of Rule 904 of Regulation S under the U.S. Securities Act and subject to the expiry of any hold or restricted period under Canadian securities laws, the above legend may be removed or such securities transferred to an unrestricted CUSIP by providing a declaration to the transfer agent for the applicable securities to the following effect (or as the Company may prescribe from time to time) (together with any other evidence required by the transfer agent for the applicable securities, which may, without limitation, include an opinion of counsel of recognized standing reasonably satisfactory to the Company, to the effect that such legend is no longer required under the applicable requirements of the U.S. Securities Act): "The undersigned (a) acknowledges that the sale of ________________________ of i-80 Gold Corp. (the "Corporation") 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 an "affiliate" (as that term is defined in Rule 405 under the U.S. Securities Act) of the Corporation (other than an officer or director of the Corporation who is an affiliate solely by virtue of holding such position), (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 in, on or through the facilities of 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" 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 such securities 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 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 under the U.S. Securities Act." (b) The parties hereto hereby acknowledge and agree that the Legended Securities (which includes securities represented by a restricted CUSIP) may not be reoffered, or resold, pledged or otherwise transferred except: (i) to the Company; (ii) outside the United States in accordance with Rule 904 of Regulation S and in compliance with applicable local laws and regulations; (iii) in compliance with the exemption from registration under the U.S. Securities Act provided by (A) Rule 144 under the U.S. Securities Act, if available, or Rule 144A under the U.S. Securities Act, if available, and in each case in accordance with applicable state securities laws; or (iv) in another transaction that does not require registration under the U.S. Securities Act or any applicable state securities laws. (c) If required by the U.S. Securities Act or any applicable state securities laws, certificates representing Debentures issued pursuant to transfers of Debentures shall bear the legend set forth in Section 2.14(a) above and the Company will provide direction to the Trustee to affix such legends to the applicable Debenture Certificates. (d) Notwithstanding Section 2.14(a), to the extent that any Qualified Institutional Buyer acquires the initial Debentures pursuant to the Offering and has duly executed and delivered a Qualified Institutional Buyer Letter, such initial Debentures shall be included in the Unrestricted Debentures, and any Conversion Shares issued to such Qualified Institutional Buyer upon conversion of such initial Debentures shall neither be required to be issued under a restricted CUSIP nor bear a U.S. Legend.

U.S. Legend. (a) The Debentures Notes and the Conversion Shares issuable upon conversion thereof (including any Common Shares issued for any interest payable on the Debentures) have not been and will not be registered under the U.S. Securities 1933 Act or any state securities laws. To the extent that Debentures Notes are issued offered and sold in the United States to U.S. PurchasersQualified Institutional Buyers in reliance on an exemption from registration under Rule 144A under the 1933 Act, such Debentures Notes and all Conversion Shares issuable on conversion thereof (togethercollectively, the "Legended “Securities"”), shall be “restricted securities” within the meaning assigned to that term in Rule 144(a)(3) under the 1933 Act. Subject to subsection 2.12(c), such Securities, as well as all securities issued in exchange for or in substitution of the Securities, shall bear be issued in certificated form bearing the following legend (the "U.S. Legend") below or under a separate, restricted CUSIP number and, until such time as the same is no longer required under applicable requirements of the U.S. Securities 1933 Act or state securities laws: provided, shall bear the following legend (the “US Legend”): provided that if such Legended Securities the Notes or Shares are being transferred sold in compliance with the requirements of Rule 904 of Regulation S under and in compliance with Canadian local laws and regulations, and provided that the U.S. Corporation is a “foreign issuer” within the meaning of Regulation S at the time of issuance of the Notes or Shares, as applicable, such Securities Act and subject to the expiry of any hold or restricted period under Canadian securities laws, the above legend may be removed or such securities transferred to an unrestricted CUSIP or the U.S. Legend may be removed by providing a declaration to the transfer agent for the applicable securities to the following effect Note Trustee substantially as set forth in Schedule G (or as the Company Corporation or the Note Trustee may prescribe from time to time) (), together with any other evidence required reasonably requested by the transfer agent for the applicable securitiesCorporation or Note Trustee, which may, without limitation, evidence may include an opinion of counsel of recognized standing standing, in form and substance reasonably satisfactory to the CompanyCorporation and the Note Trustee, to the effect that such legend the transfer is being made in compliance with Rule 904 of Regulation S; and provided further that, if any Notes or Shares are being sold in accordance with Rule 144 under the 1933 Act, if available, the Notes or Shares, as applicable, may be transferred into an unrestricted CUSIP or the U.S. Legend may be removed by delivery to the Note Trustee of an opinion of counsel of recognized standing, in form and substance reasonably satisfactory to the Note Trustee and the Corporation, that the Notes or Shares no longer required a restricted CUSIP or the U.S. Legend is no longer required under the applicable requirements of the U.S. Securities Act): "The undersigned (a) acknowledges 1933 Act or applicable state securities laws. Provided that the sale of ________________________ of i-80 Gold Corp. (the "Corporation") 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 an "affiliate" (as that term is defined in Rule 405 under the U.S. Securities Act) of Trustee obtains confirmation from the Corporation (other than an officer or director that such counsel is satisfactory to it, it shall be entitled to rely on such opinion of the Corporation who is an affiliate solely by virtue of holding such position), (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 in, on or through the facilities of 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" 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 such securities 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 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 under the U.S. Securities Actcounsel without further inquiry." (b) The parties hereto hereby acknowledge and agree that the Legended Securities (which includes securities represented by a restricted CUSIP) may not be reoffered, or resold, pledged or otherwise transferred except: (i) to the CompanyCorporation; (ii) outside the United States in accordance with Rule 904 of Regulation S and in compliance with applicable local laws and regulations; (iii) in compliance with the exemption from registration under the U.S. Securities 1933 Act provided by (A) Rule 144 under the U.S. Securities 1933 Act, if available, or (B) Rule 144A under the U.S. Securities 1933 Act, if availableapplicable, and and, in each case case, in accordance with applicable state securities laws; or (iv) in another a transaction that does not require registration under the U.S. Securities 1933 Act or any applicable state securities laws. (c) If required by the U.S. Securities Act or any applicable state securities laws, certificates representing Debentures issued pursuant to transfers of Debentures shall bear the legend set forth in Section 2.14(a) above and the Company will provide direction to the Trustee to affix such legends to the applicable Debenture Certificates. (d) Notwithstanding Section 2.14(asubsection 2.12(a), to the extent that any a Qualified Institutional Buyer acquires acquiring the initial Debentures Notes pursuant to the Offering and has duly executed and delivered a Qualified Institutional Buyer LetterU.S. Purchaser Letter substantially as set forth in Schedule I, such initial Debentures Notes shall be included in the Unrestricted DebenturesNotes, and any Conversion Shares issued to such Qualified Institutional Buyer upon conversion of such initial Debentures Notes shall neither be required to be issued under a restricted CUSIP nor bear a U.S. Legend.