Common use of U.S. Registration Clause in Contracts

U.S. Registration. This Debenture and the Common Shares issuable upon conversion hereof have not been and will not be registered under the U.S. Securities Act, or the securities laws of any state of the United States. This Debenture and the underlying Common Shares may only be offered and sold to a U.S. Person or a person in the United States pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws.