Common use of Resale Restrictions Clause in Contracts

Resale Restrictions. The Purchaser, and each beneficial purchaser for whom it is contracting hereunder, has been advised by its own legal advisors with respect to trading in the Shares and Warrants and with respect to the resale restrictions imposed by the applicable securities laws of the province in which the Purchaser or any beneficial purchaser for whom it is contracting hereunder resides and other applicable securities laws, and acknowledges that no representation has been made respecting the applicable hold periods imposed by the securities laws or other resale restrictions applicable to such Shares and Warrants which restrict the ability of the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) to resell the Shares and Warrants, that the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible to find out what these restrictions are and the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions and the Purchaser is aware that it (or any beneficial purchaser for whom it is contracting hereunder) may not be able to resell the Shares or Warrants except in accordance with limited exemptions under applicable securities laws. For purposes of complying with the securities laws and National Instrument 45-102 - Resale of Securities, the Purchaser and each beneficial purchaser, if any, understands and acknowledges that upon the issuance of the Shares and Warrants and the Shares issuable on exercise of the Warrants, if exercised prior to the date that is four months and one day following the Closing Date, the certificates representing the Shares, Warrants and the Shares issuable on exercise of the Warrants, shall bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE].”

Resale Restrictions. The Purchaser understands and acknowledges that the Purchaser, ’s Shares and each beneficial purchaser for whom any Common Shares issuable upon conversion of the Preferred Shares within four months and one day of the Closing Date will be subject to certain resale restrictions under applicable Securities Laws and the Purchaser agrees to comply with such restrictions. The Purchaser also acknowledges that it is contracting hereunder, has been advised by to consult its own legal advisors with respect to trading in the Shares and Warrants and with respect to the resale restrictions imposed by the applicable securities laws of the province in which the Purchaser or any beneficial purchaser for whom it is contracting hereunder resides and other applicable securities laws, and acknowledges that no representation has been made respecting the applicable hold periods imposed by the securities laws or other resale restrictions applicable to such Shares and Warrants which restrict the ability of the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) to resell the Shares and Warrants, that the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible to find out what these restrictions are and the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions and the Purchaser is aware that it (or any beneficial purchaser is responsible for whom it is contracting hereunder) may not be able to resell the Shares or Warrants except in accordance complying with limited exemptions under applicable securities lawssuch restrictions. For purposes of complying with the securities laws Securities Laws and National Multilateral Instrument 45-102 - 102–Resale of Securities, the Purchaser and each beneficial purchaser, if any, understands and acknowledges that upon the issuance of the Shares and Warrants and the Shares issuable on exercise of the WarrantsPreferred Shares, if exercised prior to the date that is four months and one day following the Closing Date, all the certificates representing the Preferred Shares, Warrants and the Shares issuable on exercise as well as all certificates issued in exchange for or in substitution of the Warrantsforegoing securities, shall bear the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWS, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE ACT OR THE AVAILABILITY OF AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT DATE THAT IS FOUR 4 MONTHS AND ONE DAY AFTER THE FROM CLOSING DATE].”

Resale Restrictions. (a) The PurchaserStockholders acknowledge and agree that the shares of Parent Common Stock issued pursuant to this Agreement have not been registered under the Securities Act or any state securities Law, and each beneficial purchaser that such shares to be received by them are being acquired solely for whom it their own account, for investment and not with a view to the sale or distribution thereof. The Stockholders hereby agree not to offer, sell, hypothecate, pledge or otherwise transfer, pledge or hypothecate such shares unless and until registered under the Securities Act and any applicable state securities Law or unless such offer, sale, transfer, pledge or hypothecation is contracting hereunderexempt from registration or is otherwise in compliance with the Securities Act and such Laws. The Stockholders acknowledge that, has been advised by its own legal advisors with respect to trading except as provided in the Shares and Warrants and with respect to the resale restrictions imposed by the applicable securities laws of the province in which the Purchaser or any beneficial purchaser for whom it is contracting hereunder resides and other applicable securities laws, and acknowledges that no representation has been made respecting the applicable hold periods imposed by the securities laws or other resale restrictions applicable to such Shares and Warrants which restrict the ability of the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) to resell the Shares and Warrants, that the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible to find out what these restrictions are and the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions and the Purchaser is aware that it (or any beneficial purchaser for whom it is contracting hereunder) may not be able to resell the Shares or Warrants except in accordance with limited exemptions under applicable securities laws. For purposes of complying with the securities laws and National Instrument 45-102 - Resale of SecuritiesRegistration Rights Agreement, the Purchaser Stockholders have no right to require Parent to register shares of Parent Common Stock. The Stockholders understand and agree that each beneficial purchaser, if any, understands and acknowledges that upon the issuance certificate representing shares of the Shares and Warrants and the Shares issuable on exercise of the Warrants, if exercised prior to the date that is four months and one day following the Closing Date, the certificates representing the Shares, Warrants and the Shares issuable on exercise of the WarrantsParent Common Stock received hereunder, shall bear the following legendlegends: “UNLESS PERMITTED "THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY AN AGREEMENT ON FILE AT THE OFFICES OF THE CORPORATION." "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES LEGISLATIONACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS." and the Stockholders agree to transfer shares of Parent Common Stock only in accordance with the provisions of such legends. In addition, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE]such Stockholders agree that Parent shall instruct the transfer agent to only transfer the Parent Common Stock pursuant to these provisions.”

Resale Restrictions. The Purchaser, and each beneficial purchaser for whom it is contracting hereunder, has been advised by its own legal advisors with respect to trading in the Shares and Warrants and with respect to the resale restrictions imposed by the applicable securities laws Each of the province in which the Purchaser or any beneficial purchaser for whom it is contracting hereunder resides and other applicable securities laws, and acknowledges that no representation has been made respecting the applicable hold periods imposed by the securities laws or other resale restrictions applicable to such Shares and Warrants which restrict the ability of the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) to resell the Shares and Warrants, that the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible to find out what these restrictions are and the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions and the Purchaser is aware that it (or any beneficial purchaser for whom it is contracting hereunder) may not be able to resell the Shares or Warrants except in accordance with limited exemptions under applicable securities laws. For purposes of complying with the securities laws and National Instrument 45-102 - Resale of Securities, the Purchaser and each beneficial purchaser, if any, Pescios understands and acknowledges that upon the issuance Newco Shares have not been, and will not as of the Shares time issued, be registered under the 1933 Act and Warrants and that they will be issued in reliance upon exemptions from the Shares issuable on exercise registration requirements of the Warrants1933 Act, if exercised prior and thus cannot be resold until 12 months after the Effective Date, unless they are included in an effective registration statement filed under the 1933 Act or unless an exemption from registration is available for such resale. With regard to the date restrictions on resales of the Newco Shares, each of the Pescios is aware: (i) that is four months Newco will issue stop transfer orders to its stock transfer agent in the event of attempts to improperly transfer any such Newco Shares; and one day following the Closing Date, the (ii) that a restrictive legend will be placed on certificates representing the Newco Shares, Warrants which legend will read substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY APPLICABLE STATE SECURITIES LAW. NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED OR DISPOSED OF WITHOUT (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE UNITED STATES STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION, (B) RECEIPT BY THE CORPORATION OF AN ACCEPTABLE LEGAL OPINION STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THE CORPORATION OTHERWISE SATISFYING ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION. The legend stated above shall be promptly removed from any certificate representing the Newco Shares, and Newco shall issue a certificate without such legend to the applicable party, if, unless otherwise required by state securities laws: (i) such Newco Shares issuable on exercise are registered for resale under the 1933 Act and are sold in compliance with the requirements of the Warrants1933 Act; (ii) in connection with a sale transaction, such holder provides Newco with an opinion of counsel, in a form reasonably acceptable to Newco, to the effect that a public sale, assignment or transfer of such Newco Shares may be made without registration under the 1933 Act; or (iii) such holder provides Newco with reasonable assurances that such Newco Shares can be sold pursuant to Rule 144 promulgated under the Securities Act without any restriction as to the number of securities acquired as of a particular date that can then be immediately sold. Notwithstanding the removal of the legend stated above in the event the Newco Shares are registered for resale on an effective registration statement, Newco reserves the right to affix a legend on certificates representing such Newco Shares that any selling shareholder must comply with the prospectus delivery requirements of the 1933 Act in connection with any resale. Newco shall bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE]cost of the removal of any legend as anticipated by this Section.”

Resale Restrictions. The PurchaserCommon Shares issuable upon conversion of the Convertible Notes and exercise of the Warrants will be subject to resale restrictions under the United States Securities Act of 1933, as amended (the "1933 Act") until the date upon which a resale registration statement on Form F-3 (the "Registration Statement") is declared effective (the "Effective Date") under the 1933 Act. The Convertible Notes, the Warrants and each beneficial purchaser the Common Shares issuable upon conversion or exercise thereof are subject to resale restrictions under the applicable securities legislation of Canada and under the rules of The Toronto Stock Exchange. The Common Shares issued on conversion of the Convertible Notes or exercise of the Warrants may not be resold by the Investor on The Toronto Stock Exchange for whom it a period of four months from the date of acquisition of such Convertible Notes or Warrants and may not be sold otherwise except if the resale of such Common Shares is contracting hereunder, has been registered under the 1933 Act or is made pursuant to an exemption from registration. Purchasers are advised by its to consult their own legal advisors in this regard. You, as the holder of the Convertible Notes and the Warrants (collectively, with respect the Common Shares underlying the Convertible Notes and the Warrants, the "Securities"), acknowledge and agree that (i) the Securities have not been registered with the U.S. Securities and Exchange Commission (the "SEC") under the 1933 Act and applicable state securities laws; (ii) the Securities cannot be sold or otherwise transferred unless registered under federal and applicable state securities laws or unless an exemption from registration is available under the federal and applicable state securities laws; (iii) the Convertible Notes and Warrants cannot be converted or exercised, respectively, unless the conversion or exercise is registered under the 1933 Act or is made pursuant to trading an applicable exemption from registration under the 1933 Act and until the Common Shares underlying the convertible Notes and the Warrants have been listed for issuance with the American Stock Exchange, Inc. (the "AMEX"); and (iv) accordingly, you may not readily liquidate or transfer the Securities. The Securities will bear, so long as appropriate, restrictive legends substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. The Convertible Notes and Warrants will bear, so long as appropriate, the following additional legend: THESE SECURITIES MAY NOT BE CONVERTED [EXERCISED] [BY OR ON BEHALF OF A U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE ACT)] [Include only for Regulation S sales.] UNLESS SUCH CONVERSION [EXERCISE] IS REGISTERED UNDER THE ACT OR IS MADE PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS. The legends set forth above shall be removed in connection with any resale of Common Shares pursuant to an effective registration statement under the 1933 Act or sooner if, in the Shares and Warrants and with respect opinion of counsel to the resale restrictions imposed by Company experienced in the applicable securities laws area of the province in which the Purchaser or any beneficial purchaser for whom it is contracting hereunder resides and other applicable United States securities laws, such legend is no longer required under applicable requirements of the 1933 Act (including judicial interpretation and acknowledges that no representation has been made respecting the applicable hold periods imposed pronouncements issued by the securities laws or other resale restrictions applicable to such Shares and Warrants which restrict the ability staff of the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) to resell the Shares and Warrants, that the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible to find out what these restrictions are and the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible (and the SEC). The Company is not in any way responsible) for compliance with applicable resale restrictions and the Purchaser is aware agrees that it (will provide you, upon request, with a substitute certificate or any beneficial purchaser for whom it certificates, free from such legend at such time as such legend is contracting hereunder) may not be able to resell the Shares or Warrants except in accordance with limited exemptions under applicable securities laws. For purposes of complying with the securities laws and National Instrument 45-102 - Resale of Securities, the Purchaser and each beneficial purchaser, if any, understands and acknowledges that upon the issuance of the Shares and Warrants and the Shares issuable on exercise of the Warrants, if exercised prior to the date that is four months and one day following the Closing Date, the certificates representing the Shares, Warrants and the Shares issuable on exercise of the Warrants, shall bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE]no longer applicable.”

Resale Restrictions. The Purchaser2.5 None of the I-Level Shares issued to Telupay Shareholders in the Merger (the "Acquisition Shares"), the I-Level Exchange Options, the I-Level Exchange Warrants, or any I-Level Shares issuable upon exercise of such I-Level Exchange Options or I-Level Exchange Warrants have been or will be registered under the 1933 Act. As such, the Acquisition Shares, the I-Level Exchange Options, the I-Level Exchange Warrants, and each beneficial purchaser for whom it any I-Level Shares issuable upon exercise of such I-Level Exchange Options or I-Level Exchange Warrants will constitute "restricted securities" as defined in Rule 144(a)(3) under the 1933 Act, and will bear a U.S. restrictive legend in substantially the form set forth below. As such, the Acquisition Shares, the I-Level Exchange Options, the I-Level Exchange Warrants, and any I-Level Shares issuable upon exercise of such I-Level Exchange Options or I-Level Exchange Warrants must be held indefinitely unless subsequently registered under the 1933 Act or an exemption from such registration is contracting hereunderavailable. The certificates representing the Acquisition Shares, has been advised by its own legal advisors the I-Level Exchange Options, the I-Level Exchange Warrants, and any I-Level Shares issuable upon exercise of such I-Level Exchange Options or I-Level Exchange Warrants will be stamped with respect to trading the following legend (or substantially equivalent language) restricting transfer in the Shares and Warrants and with respect to the resale restrictions imposed following manner if such restriction is required by the Regulatory Authorities: "The securities represented by this certificate have not been registered under the United States Securities Act of 1933, as amended (the "1933 Act") or applicable state securities laws of laws. They may not be sold, offered for sale, pledged or otherwise transferred except pursuant to an effective registration statement under the province 1933 Act and in which the Purchaser or accordance with any beneficial purchaser for whom it is contracting hereunder resides and other applicable state securities laws, or pursuant to an exemption or exclusion from registration under the 1933 Act and acknowledges that no representation has been made respecting the any applicable hold periods imposed by the securities laws or other resale restrictions applicable to such Shares and Warrants which restrict the ability of the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) to resell the Shares and Warrants, that the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible to find out what these restrictions are and the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions and the Purchaser is aware that it (or any beneficial purchaser for whom it is contracting hereunder) may not be able to resell the Shares or Warrants except in accordance with limited exemptions under applicable state securities laws. For purposes The securities represented by this certificate cannot be the subject of complying hedging transactions unless such transactions are conducted in compliance with the securities laws and National Instrument 45-102 - Resale of Securities, the Purchaser and each beneficial purchaser, if any, understands and acknowledges that upon the issuance of the Shares and Warrants and the Shares issuable on exercise of the Warrants, if exercised prior to the date that is four months and one day following the Closing Date1933 Act." In addition, the certificates representing the I-Level Exchange Options and I-Level Exchange Warrants will be stamped with the following legend (or substantially equivalent language) restricting exercise in the following manner if such restriction is required by the Regulatory Authorities: "These securities may not be exercised by or on behalf of a U.S. Person or person in the United States unless these securities and the shares issuable upon the exercise of these securities have been registered under the 1933 Act and applicable state securities laws or an exemption from such registration requirements is available. "United States" and "U.S. Person" are as defined by Regulation S under the 1933 Act." The Acquisition Shares, Warrants the I-Level Exchange Options and the Shares issuable I-Level Exchange Warrants will be issued by I-Level to the Telupay Shareholders and Telupay Option holders and Telupay Warrant holders in reliance upon the exemption contained in Regulation S promulgated under the 1933 Act based on exercise the representations and warranties of Telupay herein that none of the WarrantsTelupay Shareholders or any Telupay Option holders or Telupay Warrant holders are U.S. Persons or are in the United States. The Parties hereto understand and agree that the within obligation of I-Level to issue the Acquisition Shares, shall bear I-Level Exchange Options and I-Level Exchange Warrants is subject to I-Level being satisfied that an exemption from applicable registration and prospectus requirements is available under the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE]1933 Act and all applicable securities laws.”

Resale Restrictions. Notwithstanding any other provision of this Agreement, including section 8(e), the Purchaser understands and acknowledges that the Purchased Securities will be subject to certain resale restrictions under applicable Securities Laws and the U.S. Securities Act and the Purchaser agrees to comply with such restrictions. The Purchaser, and each beneficial purchaser for whom Purchaser also acknowledges that it is contracting hereunder, has been advised by to consult its own legal advisors with respect to trading in the Shares and Warrants and with respect to the applicable resale restrictions imposed by the applicable securities laws of the province in which the Purchaser or any beneficial purchaser for whom and that it is contracting hereunder resides and other applicable securities laws, and acknowledges that no representation has been made respecting the applicable hold periods imposed by the securities laws or other resale restrictions applicable to such Shares and Warrants which restrict the ability of the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) to resell the Shares and Warrants, that the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible to find out what these restrictions are and the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible (and the Company is not in any way manner responsible) for compliance complying with such restrictions. Without limiting the foregoing, the Purchaser acknowledges and agrees that none of the Securities may be offered, sold or otherwise transferred in the United States or to or for the account or benefit of a U.S. Person or a person in the United States, unless registered under the U.S. Securities Act and applicable resale state securities laws, or an exemption from registration is available. The Purchaser further understands and acknowledges that the exercise of the Warrants will be subject to certain restrictions under the U.S. Securities Act, and these Securities may not be converted or exercised by or on behalf of any U.S. Person or person in the United States, unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available and the Purchaser is aware agrees to comply with such restrictions. The Purchaser also acknowledges that it (or any beneficial purchaser for whom has been advised to consult its own legal advisors with respect to such restrictions on exercise and that it is contracting hereundersolely responsible (and the Company is not in any manner responsible) may not be able to resell the Shares or Warrants except in accordance for complying with limited exemptions under applicable securities lawssuch restrictions. For purposes of complying with the securities laws and National Instrument 45-102 - Resale of Securitiesapplicable Securities Laws, the Purchaser and each beneficial purchaser, if any, understands and acknowledges that upon the issuance all of the Shares and Warrants and the Shares issuable on exercise of the Warrants, if exercised prior to the date that is four months and one day following the Closing Date, the certificates representing the Common Shares, Warrants and the Shares issuable on exercise of the Warrants, and the Warrant Shares shall bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE]• ”, with the “•” completed to reflect a date that is four months plus one day following the Closing Date. For purposes of complying with the U.S. Securities Act and applicable state securities laws, the Purchaser understands and acknowledges that the certificates representing the Common Shares and the Warrants will provide, and the Purchaser acknowledges and agrees, that if the Warrants are exercised outside the United States and not by or on behalf of a U.S. Person or a person in the United States, at a time when the Company is not a Foreign Issuer, the Warrant Shares issued upon such conversion or exercise will be “restricted securities” as defined in Rule 144 under the U.S. Securities Act, that such securities may not be offered or sold by the holder thereof without registration under the U.S. Securities Act, except to the Company, outside the United States in compliance with Rule 903 or 904 of Regulation S, or within the United States in compliance with Rule 144 under the U.S. Securities Act or another exemption from registration under the U.S. Securities Act and applicable state securities laws, and that the certificates representing any such Warrant Shares will bear a legend to such effect and will bear a legend to such effect in the case of a sale in compliance with Rule 903 or 904 of Regulation S. The Purchaser further understands and acknowledges that the Company (i) is not obligated to remain a Foreign Issuer, (ii) may not, at the time the Warrants are to be exercised, or Warrant Shares are to be sold, or at any other time, be a “Foreign Issuer,” and (iii) may engage in one or more transactions that could cause the Company not to be a Foreign Issuer, and, (iv) that the Company will not be a Foreign Issuer at any time that it fails to satisfy the definition of “foreign private issuer” set forth in Schedule C hereto.”

Resale Restrictions. The Purchaser, Purchaser understands and each beneficial purchaser for whom acknowledges that the Shares will be subject to certain resale restrictions under applicable Securities Laws and the Purchaser agrees to comply with such restrictions. The Purchaser also acknowledges that it is contracting hereunder, has been advised by to consult its own legal advisors with respect to trading in the Shares and Warrants and with respect to the applicable resale restrictions imposed by the applicable securities laws of the province in which the Purchaser or any beneficial purchaser for whom and that it is contracting hereunder resides and other applicable securities laws, and acknowledges that no representation has been made respecting the applicable hold periods imposed by the securities laws or other resale restrictions applicable to such Shares and Warrants which restrict the ability of the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) to resell the Shares and Warrants, that the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible to find out what these restrictions are and the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible (and the Company is not in any way manner responsible) for compliance complying with applicable resale restrictions and the Purchaser is aware that it (or any beneficial purchaser for whom it is contracting hereunder) may not be able to resell the Shares or Warrants except in accordance with limited exemptions under applicable securities lawssuch restrictions. For purposes of complying with the securities laws applicable Securities Laws and National Instrument 45-102 - Resale of Securities, as well as Stock Exchange policies, the Purchaser and each beneficial purchaser, if any, understands and acknowledges that upon the issuance of the Shares and Warrants and the Shares issuable on exercise of the Warrants, if exercised prior to the date that is four months and one day following the Closing Date, when issued all the certificates representing the Shares, Warrants and the Shares issuable on exercise as well as all certificates issued in exchange for or in substitution of the Warrantsforegoing securities, shall will bear the following legendlegends: “"WITHOUT PRIOR WRITTEN APPROVAL OF TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF CANADIAN RESIDENT UNTIL TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A <9>,2014." "UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE]<9>,2014.”" (with the "< >"completed to reflect a date that is four months plus one day following the Closing Date.)

Resale Restrictions. The PurchaserShares are being transferred in an offshore transaction pursuant to exemptions to securities laws and none of the shares of Common Stock owned by Seller have been registered under the Securities Act, and each beneficial purchaser for whom it is contracting hereunderor under any state securities or "blue sky" laws of any state of the United States, has been advised and, unless so registered, none of the shares of Common Stock owned by its own legal advisors with respect to trading in the Shares and Warrants and with respect to the resale restrictions imposed Seller may be offered or sold by the applicable securities laws Seller, except pursuant to an effective registration statement under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the province Securities Act and in which the Purchaser or any beneficial purchaser for whom it is contracting hereunder resides and other applicable securities laws, and acknowledges that no representation has been made respecting the applicable hold periods imposed by the securities laws or other resale restrictions applicable to such Shares and Warrants which restrict the ability of the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) to resell the Shares and Warrants, that the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible to find out what these restrictions are and the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions and the Purchaser is aware that it (or any beneficial purchaser for whom it is contracting hereunder) may not be able to resell the Shares or Warrants except each case only in accordance with limited exemptions under applicable state securities laws. For purposes Seller represents (i) it is not a "U.S. person" as defined in Rule 902 of complying with Regulation S; (ii) it is not organized or incorporated under the laws of any United States jurisdiction; (iii) it was not formed for the purpose of investing in securities laws not registered under the Securities Act, (iv) the Sellers principal place of business is located outside of the United States; and National Instrument 45-102 - Resale (v) at the time of Securitiesentering into this Agreement and at Closing, the Purchaser Seller was located and each beneficial purchaser, if any, understands and acknowledges that upon residing outside the issuance of the Shares and Warrants and the Shares issuable on exercise of the Warrants, if exercised prior to the date that is four months and one day following the Closing Date, the United States. All certificates representing the SharesShares issued on closing will be endorsed with restrictive legends substantially in the same form as follows pursuant to the 1933 Act, Warrants and in order to reflect the fact that the Shares issuable on exercise are restricted securities and will be issued to the Purchasers pursuant to an exemption from the registration requirements of the Warrants1933 Act: THE SECURITIES REPRESENTED HEREBY HAVE BEEN TRANSFERRED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, shall bear the following legend: “AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS PERMITTED SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER SECURITIES LEGISLATIONTHE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE HOLDER REGISTRATION REQUIREMENTS OF THIS SECURITY MUST THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT TRADE BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITY BEFORE [DATE THAT IS FOUR MONTHS 1933 ACT. "UNITED STATES" AND ONE DAY AFTER "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE CLOSING DATE]1933 ACT.”

Resale Restrictions. The Purchaser, and each beneficial purchaser for whom it is contracting hereunder, has been advised by its own legal advisors with respect to trading in the Shares and Warrants and with respect to the resale restrictions imposed by the applicable securities laws Each of the province in which the Purchaser or any beneficial purchaser for whom it is contracting hereunder resides and other applicable securities laws, and acknowledges that no representation has been made respecting the applicable hold periods imposed by the securities laws or other resale restrictions applicable to such Shares and Warrants which restrict the ability of the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) to resell the Shares and Warrants, that the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible to find out what these restrictions are and the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions and the Purchaser is aware that it (or any beneficial purchaser for whom it is contracting hereunder) may not be able to resell the Shares or Warrants except in accordance with limited exemptions under applicable securities laws. For purposes of complying with the securities laws and National Instrument 45-102 - Resale of Securities, the Purchaser and each beneficial purchaser, if any, Pescios understands and acknowledges that upon the issuance Newco Shares have not been, and will not as of the Shares time issued, be registered under the 1933 Act and Warrants and that they will be issued in reliance upon exemptions from the Shares issuable on exercise registration requirements of the Warrants1933 Act, if exercised prior and thus cannot be resold until 12 months after the Effective Date, unless they are included in an effective registration statement filed under the 1933 Act or unless an exemption from registration is available for such resale. With regard to the date restrictions on resales of the Newco Shares, each of the Pescios is aware: (i) that is four months Newco will issue stop transfer orders to its stock transfer agent in the event of attempts to improperly transfer any such Newco Shares; and one day following the Closing Date, the (ii) that a restrictive legend will be placed on certificates representing the Newco Shares, Warrants which legend will read substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR ANY APPLICABLE STATE SECURITIES LAW. NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED OR DISPOSED OF WITHOUT (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE UNITED STATES STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION, (B) RECEIPT BY THE CORPORATION OF AN ACCEPTABLE LEGAL OPINION STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THE CORPORATION OTHERWISE SATISFYING ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION. The legend stated above shall be promptly removed from any certificate representing the Newco Shares, and Newco shall issue a certificate without such legend to the applicable party, if, unless otherwise required by state securities laws: (i) such Newco Shares issuable on exercise are registered for resale under the 1933 Act and are sold in compliance with the requirements of the Warrants1933 Act; (ii) in connection with a sale transaction, such holder provides Newco with an opinion of counsel, in a form reasonably acceptable to Newco, to the effect that a public sale, assignment or transfer of such Newco Shares may be made without registration under the 1933 Act; or (iii) such holder provides Newco with reasonable assurances that such Newco Shares can be sold pursuant to Rule 144 promulgated under the Securities Act without any restriction as to the number of securities acquired as of a particular date that can then be immediately sold. Notwithstanding the removal of the legend stated above in the event the Newco Shares are registered for resale on an effective registration statement, Newco reserves the right to affix a legend on certificates representing such Newco Shares that any selling shareholder must comply with the prospectus delivery requirements of the 1933 Act in connection with any resale. Newco shall bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE]cost of the removal of any legend as anticipated by this Section.”

Resale Restrictions. The Purchaser, Purchaser understands and each beneficial purchaser for whom acknowledges that the Shares will be subject to certain resale restrictions under applicable Securities Laws and the Purchaser agrees to comply with such restrictions. The Purchaser also acknowledges that it is contracting hereunder, has been advised by to consult its own legal advisors with respect to trading in the Shares and Warrants and with respect to the applicable resale restrictions imposed by the applicable securities laws of the province in which the Purchaser or any beneficial purchaser for whom and that it is contracting hereunder resides and other applicable securities laws, and acknowledges that no representation has been made respecting the applicable hold periods imposed by the securities laws or other resale restrictions applicable to such Shares and Warrants which restrict the ability of the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) to resell the Shares and Warrants, that the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible to find out what these restrictions are and the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible (and the Company is not in any way manner responsible) for compliance complying with applicable resale restrictions and the Purchaser is aware that it (or any beneficial purchaser for whom it is contracting hereunder) may not be able to resell the Shares or Warrants except in accordance with limited exemptions under applicable securities lawssuch restrictions. For purposes of complying with the securities laws applicable Securities Laws and National Instrument 45-102 - Resale of Securities, as well as Stock Exchange policies, the Purchaser and each beneficial purchaser, if any, understands and acknowledges that upon the issuance of the Shares and Warrants and the Shares issuable on exercise of the Warrants, if exercised prior to the date that is four months and one day following the Closing Date, when issued all the certificates representing the Shares, Warrants and the Shares issuable on exercise as well as all certificates issued in exchange for or in substitution of the Warrantsforegoing securities, shall will bear the following legendlegends: “("WITHOUT PRIOR WRITTEN APPROVAL OF TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITI ES LEGISLATION, TH E SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACI LITIES OF TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL < , 2014.") "UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY SECU RITY BEFORE [DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE]<If>, 2014.”" (with the "< > " completed to reflect a date that is four months plus one day following the Closing Date.)

Resale Restrictions. The PurchaserInvestor understands that because the Purchased Shares, the Stock Purchase Warrant, the shares of Common Stock underlying the Stock Purchase Warrant (the "Warrant Stock"), and each beneficial purchaser for whom it is contracting hereunder, has been advised by its own legal advisors with respect to trading in the Shares and Warrants and with respect to the resale restrictions imposed by the applicable securities laws shares receivable upon conversion of the province in which Purchased Shares (the Purchaser "Conversion Stock") have not been registered under the 1933 Act or any beneficial purchaser for whom it is contracting hereunder resides and other applicable state securities laws, it cannot dispose of any or all of the Purchased Shares, the Stock Purchase Warrant, Warrant Stock, or Conversion Stock unless the Purchased Shares, the Stock Purchase Warrant, the Warrant Stock, or Conversion Stock are subsequently registered under the 1933 Act and acknowledges that no representation has been made respecting the applicable hold periods imposed by the state securities laws or other resale restrictions exemptions from such registration are available. The Investor acknowledges and understands that, except as provided in the Registration Rights Agreement, it has no independent right to require the Company to register the Purchased Shares, the Stock Purchase Warrant, Warrant Stock, or the Conversion Stock under the 1933 Act or any state securities law. The Investor understands that the Company may, as a condition to the transfer of any of the Purchased Shares, the Stock Purchase Warrant, Warrant Stock, or the Conversion Stock require that the request for transfer be accompanied by opinion of counsel the identity of which is deemed reasonably acceptable to the Company, in form and substance satisfactory to the Company, to the effect that the proposed transfer does not result in violation of the 1933 Act and applicable to state securities laws, unless such transfer is covered by an effective registration statement under the 1933 Act and applicable state securities laws. The Investor understands that each Warrant certificate representing the Warrant Shares and Warrants which restrict the ability Purchased Shares will bear both of the Purchaser (following legends or any beneficial purchaser for whom it is contracting hereunder) to resell ones substantially similar thereto and that each certificate representing the Shares and Warrants, that the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible to find out what these restrictions are Warrant Stock and the Purchaser (Conversion Stock will bear the first of the following legends: These securities have not been registered under the Securities Act of 1933 or under any beneficial purchaser state securities laws. These securities have been acquired for whom it is contracting hereunder) is solely responsible (investment and the Company is not in any way responsible) for compliance with applicable resale restrictions a view to distribution or resale, and the Purchaser is aware that it (or any beneficial purchaser for whom it is contracting hereunder) may not be able to resell sold, mortgaged, pledged, hypothecated or otherwise transferred without an effective registration statement for such shares under the Shares Securities Act of 1933 and any applicable state securities act(s), or Warrants except in accordance with limited exemptions an opinion of counsel for the corporation that registration is not required under applicable such acts. The securities laws. For purposes of complying with the securities laws and National Instrument 45-102 - Resale of Securities, the Purchaser and each beneficial purchaser, if any, understands and acknowledges that upon the issuance of the Shares and Warrants and the Shares issuable on exercise of the Warrants, if exercised prior represented by this certificate are subject to the date that terms and conditions of an Investor Rights Agreement dated as of June 30, 1999. A copy of such agreement is four months on file at the principal executive offices of Triangle Imaging Group, Inc., which will furnish copies of such agreement to the holder of this certificate upon request and one day following the Closing Date, the certificates representing the Shares, Warrants and the Shares issuable on exercise of the Warrants, shall bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE]without charge.”

Resale Restrictions. The Purchaser, and each beneficial purchaser for whom it is contracting hereunder, has have been advised by its to consult their own legal advisors with respect to trading in the Purchaser’s Securities, the Common Shares and Warrants issuable upon exercise thereof and the Warrant Shares issuable upon exercise of the Warrants and with respect to the resale restrictions imposed by the applicable securities laws Securities Laws of the province in which the Purchaser or any beneficial purchaser for whom it is contracting hereunder resides and other applicable securities laws, and acknowledges that no representation has been made respecting the applicable hold periods imposed by the securities laws Securities Laws or other resale restrictions applicable to such Shares and Warrants securities which restrict the ability of the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) to resell the Shares and Warrantssuch securities, that the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible to find out what these restrictions are and the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible (and neither the Company is not nor the Underwriters are in any way responsible) for compliance with applicable resale restrictions and the Purchaser is aware that it (or any beneficial purchaser for whom it is contracting hereunder) may not be able to resell such securities (or the Common Shares or and Warrants issuable upon exercise of the Subscription Receipts and the Warrant Shares issuable upon exercise of the Warrants) except in accordance with limited exemptions under the Securities Laws and other applicable securities laws. For purposes of complying with the securities laws and National Instrument 45-102 - Resale of Securities, the Purchaser and each beneficial purchaser, if any, understands and acknowledges that upon the issuance of the Shares and Warrants and the Shares issuable on exercise of the Warrants, if exercised prior to the date that is four months and one day following the Closing Date, the certificates representing the Shares, Warrants and the Shares issuable on exercise of the Warrants, shall bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE].”;

Resale Restrictions. Notwithstanding any other provision of this Agreement, including section 8(e), the Purchaser understands and acknowledges that the Purchased Securities will be subject to certain resale restrictions under applicable Securities Laws and the U.S. Securities Act and the Purchaser agrees to comply with such restrictions. The Purchaser, and each beneficial purchaser for whom Purchaser also acknowledges that it is contracting hereunder, has been advised by to consult its own legal advisors with respect to trading in the Shares and Warrants and with respect to the applicable resale restrictions imposed by the applicable securities laws of the province in which the Purchaser or any beneficial purchaser for whom and that it is contracting hereunder resides and other applicable securities laws, and acknowledges that no representation has been made respecting the applicable hold periods imposed by the securities laws or other resale restrictions applicable to such Shares and Warrants which restrict the ability of the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) to resell the Shares and Warrants, that the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible to find out what these restrictions are and the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible (and the Company is not in any way manner responsible) for compliance complying with such restrictions. Without limiting the foregoing, the Purchaser acknowledges and agrees that none of the Securities may be offered, sold or otherwise transferred in the United States or to or for the account or benefit of a U.S. Person or a person in the United States, unless registered under the U.S. Securities Act and applicable resale state securities laws, or an exemption from registration is available. The Purchaser further understands and acknowledges that the exercise of the Warrants will be subject to certain restrictions under the U.S. Securities Act, and these Securities may not be converted or exercised by or on behalf of any U.S. Person or person in the United States, unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available and the Purchaser is aware agrees to comply with such restrictions. The Purchaser also acknowledges that it (or any beneficial purchaser for whom has been advised to consult its own legal advisors with respect to such restrictions on exercise and that it is contracting hereundersolely responsible (and the Company is not in any manner responsible) may not be able to resell the Shares or Warrants except in accordance for complying with limited exemptions under applicable securities lawssuch restrictions. For purposes of complying with the securities laws and National Instrument 45-102 - Resale of Securitiesapplicable Securities Laws, the Purchaser and each beneficial purchaser, if any, understands and acknowledges that upon the issuance all of the Shares and Warrants and the Shares issuable on exercise of the Warrants, if exercised prior to the date that is four months and one day following the Closing Date, the certificates representing the Common Shares, Warrants and the Shares issuable on exercise of the Warrants, and the Warrant Shares shall bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE •.”, with the “•” completed to reflect a date that is four months plus one day following the Closing Date. The Purchaser acknowledges that the Common Shares, the Warrants and the Warrant Shares are “restricted securities” as defined in Rule 144 of the US Securities Act, and the rules of the SEC provide in substance that the Purchaser may dispose of the Common Shares, the Warrants and the Warrant Shares only pursuant to an effective registration statement under the US Securities Act or an exemption therefrom, and the Purchaser understands that, except as otherwise provided herein, the Company has no obligation or intention to register under the US Securities Act any of the Common Shares, the Warrants and the Warrant Shares purchased by the Purchaser hereunder. As a consequence, the Purchaser understands that a legend in substantially the following form will be placed on the certificates representing the Common Shares, the Warrants, and the Warrant Shares issued in connection with the U.S. Offering: “THE SECURITIES REPRESENTED HEREBY [DATE AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF] HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. 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 AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) INSIDE THE UNITED STATES IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE UNITED STATES FEDERAL OR STATE SECURITIES LAWS, AFTER PROVIDING AN OPINION OF COUNSEL OF RECOGNIZED STANDING REASONABLY SATISFACTORY TO THE ISSUER TO THAT EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS OF STOCK EXCHANGES IN CANADA.” provided, however, that if the securities are being sold in compliance with the requirements of Rule 904 of Regulation S under the U.S. Securities Act at the time when the Company is a Foreign Issuer, the foregoing U.S. legend may be removed by providing a declaration to the Company’s registrar and transfer agent, as set forth in Schedule B hereto (or such other evidence of the availability of an exemption as the Company or its registrar and transfer agent may prescribe from time to time which may include a requirement for an opinion of counsel); provided, that, if any of the Common Shares, the Warrants or the Warrant Shares are being sold pursuant to Rule 144 of the U.S. Securities Act, the legend may be removed by delivery to the Company’s transfer agent of an opinion of counsel of recognized standing in form and substance satisfactory to the Company, to the effect that the legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws. In addition, for purposes of complying with the U.S. Securities Act and applicable U.S. state securities laws, the Purchaser understands and acknowledges that all the certificates representing the Warrants and, until such time as is no longer required under applicable requirements of the U.S. Securities Act or applicable U.S. state securities laws, as well as all certificates issued in exchange for or in substitution of such securities, shall bear the following additional U.S. legend: “NEITHER THE SECURITIES REPRESENTED HEREBY NOR THE COMMON SHARES TO BE ISSUED UPON THEIR EXERCISE HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THESE SECURITIES MAY NOT BE EXCERCISED IN THE UNITED STATES BY OR ON BEHALF OF A U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT) OR A PERSON IN THE UNITED STATES UNLESS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT OR UNLESS AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS FOUR MONTHS AVAILABLE, AND ONE DAY AFTER THE CLOSING DATE]COMPANY HAS RECEIVED AN OPINION OF COUNSEL OF RECOGNIZED STANDING REASONABLY SATISFACTORY TO THE ISSUER TO THAT EFFECT.”” The Purchaser hereby consents to the Company making a notation on its records or giving instructions to any transfer agent of the securities to implement the restrictions on transfer set forth and described herein. The Purchaser further understands and acknowledges that the Company (i) is, subject to section 9(b)(vi), not obligated to remain a Foreign Issuer, (ii) may not, at the time the securities are resold by the undersigned or at any other time, be a Foreign Issuer, and (iii) may engage in one or more transactions that could cause the Company not to be a Foreign Issuer. The Purchaser further understands and acknowledges that the loss of the Company’s Foreign Issuer status would impede the ability of the Purchaser to remove the restrictive U.S. legends from its securities in connection with a resale outside the United States.

Resale Restrictions. The Shares are being transferred in an offshore transaction pursuant to exemptions to securities laws and none of the shares of Common Stock being transferred by Seller have been registered under the Securities Act, or under any state securities or "blue sky" laws of any state of the United States, and, unless so registered, none of the shares of Common Stock being purchased by Purchaser may be offered or sold by the Purchaser, and each beneficial purchaser for whom it is contracting hereunderexcept pursuant to an effective registration statement under the Securities Act, has been advised by its own legal advisors with respect or pursuant to trading an exemption from, or in a transaction not subject to, the Shares and Warrants and with respect to the resale restrictions imposed by the applicable securities laws registration requirements of the province Securities Act and in which the Purchaser or any beneficial purchaser for whom it is contracting hereunder resides and other applicable securities laws, and acknowledges that no representation has been made respecting the applicable hold periods imposed by the securities laws or other resale restrictions applicable to such Shares and Warrants which restrict the ability of the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) to resell the Shares and Warrants, that the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible to find out what these restrictions are and the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions and the Purchaser is aware that it (or any beneficial purchaser for whom it is contracting hereunder) may not be able to resell the Shares or Warrants except each case only in accordance with limited exemptions under applicable state securities laws. For purposes Purchaser represents (i) it is not a "U.S. person" as defined in Rule 902 of complying with Regulation S; (ii) it is not organized or incorporated under the laws of any United States jurisdiction; (iii) it was not formed for the purpose of investing in securities laws not registered under the Securities Act; (iv) the Purchaser's principal place of business is located outside of the United States, and National Instrument 45-102 - Resale (v) at the time of Securitiesentering into this Agreement and at Closing, the Purchaser was located and each beneficial purchaser, if any, understands and acknowledges that upon residing outside the issuance of the Shares and Warrants and the Shares issuable on exercise of the Warrants, if exercised prior to the date that is four months and one day following the Closing Date, the United States. All certificates representing the SharesShares issued on closing will be endorsed with restrictive legends substantially in the same form as follows pursuant to the 1933 Act, Warrants and in order to reflect the fact that the Shares issuable on exercise are restricted securities and will be issued to the Purchasers pursuant to an exemption from the registration requirements of the Warrants1933 Act: THE SECURITIES REPRESENTED HEREBY HAVE BEEN TRANSFERRED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, shall bear the following legend: “AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS PERMITTED SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER SECURITIES LEGISLATIONTHE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE HOLDER REGISTRATION REQUIREMENTS OF THIS SECURITY MUST THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT TRADE BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITY BEFORE [DATE THAT IS FOUR MONTHS 1933 ACT. "UNITED STATES" AND ONE DAY AFTER "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE CLOSING DATE]1933 ACT.”

Resale Restrictions. The PurchaserHolder acknowledges and agrees that whatever period determined appropriate by the Company, underwriter, or federal and each beneficial purchaser state regulatory officials including, but not limited to, the Securities and Exchange Commission, National Association of Securities Dealers and NASDAQ, following the effective date of a registration statement of the Company covering common stock (or other securities) of the Company to be sold on its behalf in an underwriting, Holder will not sell or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) Shares of the Company held by Xxxxxx at any time during such period except securities included in that registration. Xxxxxx acknowledges and agrees that if for whom it is contracting hereunderpurposes of a registration statement of the Company the underwriter or federal or state regulatory officials fix a specific Common Stock or Warrant lockup period, has been advised by its own legal advisors with respect such fixed lockup period shall apply to trading in Holder under this Agreement. SIGNATURES Dated November 27th, 2000 Dated: November 27, 2000 LIFE SYSTEMS CORP. /s/ Xxxxxxxxx Xxxxx /s/ Xxxxxxxx X. Xxxxxx By: By: Authorized Representative Xxxxxxxx Xxxxxx EXHIBIT A EXERCISE NOTICE TO: LIFE SYSTEMS CORP. Attention: Corporate Secretary Effective as of today, ________________, 200_, the undersigned ("Holder") hereby elects to purchase ______________ shares ("Shares") of the Common Stock of Life Systems Corporation ("Company") pursuant Warrant dated November 27, 2000 ("Warrant"). Holder herewith delivers to the Company the full purchase price for the Shares and Warrants and of $_____________, as required by the Warrant. Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) of the Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the resale restrictions imposed by Shares, notwithstanding the applicable securities laws exercise of the province in Warrant. The Shares shall be issued to the Holder as soon as practicable after exercise of the Warrant. No adjustment will be made for a dividend or other right for which the Purchaser record date is prior to the date of issuance. Holder understands that Holder may suffer adverse tax consequences as a result of Xxxxxx's purchase or any beneficial purchaser for whom it is contracting hereunder resides and other applicable securities laws, and acknowledges that no representation has been made respecting the applicable hold periods imposed by the securities laws or other resale restrictions applicable to such Shares and Warrants which restrict the ability disposition of the Purchaser (or Shares. Holder represents that Xxxxxx has consulted with any beneficial purchaser for whom it is contracting hereunder) to resell the Shares and Warrants, that the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible to find out what these restrictions are and the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible (and the Company is not tax consultants Holder deems advisable in any way responsible) for compliance with applicable resale restrictions and the Purchaser is aware that it (or any beneficial purchaser for whom it is contracting hereunder) may not be able to resell the Shares or Warrants except in accordance with limited exemptions under applicable securities laws. For purposes of complying connection with the securities laws and National Instrument 45-102 - Resale of Securities, the Purchaser and each beneficial purchaser, if any, understands and acknowledges that upon the issuance purchase or disposition of the Shares and Warrants and that Holder is not relying on the Shares issuable on exercise of the WarrantsCompany for any tax advice. Submitted by: Accepted by: Holder: Life Systems Corp. Signature By Print Name Its Address: Address: 0000 000xx Xxx. NE, if exercised prior to the date that is four months and one day following the Closing Date#B Redmond, the certificates representing the SharesWA 98052 Date Received: EXHIBIT B REGISTRATION RIGHTS AGREEMENT DATE: November 27, Warrants and the Shares issuable on exercise of the Warrants, shall bear the following legend2000 BETWEEN: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE].”Life Systems Corp. ("Company") a Nevada corporation AND: Xxxxxxxx Xxxxxx ("Holder") 0000 000xx Xxx X.X. Redmond WA 98052

Resale Restrictions. The Purchaser, 1.18 New Wave acknowledges and each beneficial purchaser for whom it is contracting hereunder, has been advised by its own legal advisors with respect agrees that Trueclaim Shares issued to trading New Wave Shareholders resident in the Shares United States have not been and Warrants and with respect to will not be registered under the resale restrictions imposed by the applicable securities laws of the province in which the Purchaser U.S. Securities Act or any beneficial purchaser for whom it is contracting hereunder resides and other applicable state securities laws, will be “restricted securities” as defined in Rule 144 under the U.S. Securities Act, and acknowledges that no representation has been made respecting the applicable hold periods imposed by the securities laws or other resale restrictions applicable to such Shares and Warrants which restrict the ability of the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) to resell the Shares and Warrants, that the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible to find out what these restrictions are and the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible (and the Company is not will include a U.S. restrictive legend in any way responsible) for compliance with applicable resale restrictions and the Purchaser is aware that it (or any beneficial purchaser for whom it is contracting hereunder) may not be able to resell the Shares or Warrants except in accordance with limited exemptions under applicable securities laws. For purposes of complying with the securities laws and National Instrument 45-102 - Resale of Securities, the Purchaser and each beneficial purchaser, if any, understands and acknowledges that upon the issuance of the Shares and Warrants and the Shares issuable on exercise of the Warrants, if exercised prior to the date that is four months and one day following the Closing Date, the certificates representing the Shares, Warrants and the Shares issuable on exercise of the Warrants, shall bear substantially the following legendform: “UNLESS PERMITTED THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES LEGISLATIONACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY; (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT; (C) IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS; OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, AND, IN THE CASE OF CLAUSE (C) OR (D), THE HOLDER SELLER FURNISHES TO THE COMPANY AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY TO SUCH EFFECT. THE PRESENCE OF THIS SECURITY MUST NOT TRADE LEGEND MAY IMPAIR THE SECURITY BEFORE [DATE THAT IS FOUR MONTHS AND ONE DAY AFTER ABILITY OF THE CLOSING DATE]HOLDER HEREOF TO EFFECT “GOOD DELIVERY” OF THE SECURITIES REPRESENTED HEREBY ON A CANADIAN STOCK EXCHANGE.”” Trueclaim Guarantee

Resale Restrictions. The PurchaserHolder acknowledges and agrees that whatever period determined appropriate by the Company, underwriter, or federal and each beneficial purchaser state regulatory officials including, but not limited to, the Securities and Exchange Commission, National Association of Securities Dealers and NASDAQ, following the effective date of a registration statement of the Company covering common stock (or other securities) of the Company to be sold on its behalf in an underwriting, Holder will not sell or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) Shares of the Company held by Xxxxxx at any time during such period except securities included in that registration. Xxxxxx acknowledges and agrees that if for whom it is contracting hereunderpurposes of a registration statement of the Company the underwriter or federal or state regulatory officials fix a specific Common Stock or Warrant lockup period, has been advised by its own legal advisors with respect such fixed lockup period shall apply to trading in Holder under this Agreement. SIGNATURES Dated November 27th, 2000 Dated: November 27, 2000 LIFE SYSTEMS CORP. /s/ Xxxxxxxxx Xxxxx /s/ Xxxxxxxx Xxxxxx By: By: Authorized Representative Xxxxxxxx Xxxxxx By: _____________________________ Authorized Representative EXHIBIT A EXERCISE NOTICE TO: LIFE SYSTEMS CORP. Attention: Corporate Secretary Effective as of today, ________________, 200_, the undersigned ("Holder") hereby elects to purchase ______________ shares ("Shares") of the Common Stock of Life Systems Corporation ("Company") pursuant Warrant dated November 27, 2000 ("Warrant"). Holder herewith delivers to the Company the full purchase price for the Shares and Warrants and of $_____________, as required by the Warrant. Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) of the Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the resale restrictions imposed by Shares, notwithstanding the applicable securities laws exercise of the province in Warrant. The Shares shall be issued to the Holder as soon as practicable after exercise of the Warrant. No adjustment will be made for a dividend or other right for which the Purchaser record date is prior to the date of issuance. Holder understands that Holder may suffer adverse tax consequences as a result of Xxxxxx's purchase or any beneficial purchaser for whom it is contracting hereunder resides and other applicable securities laws, and acknowledges that no representation has been made respecting the applicable hold periods imposed by the securities laws or other resale restrictions applicable to such Shares and Warrants which restrict the ability disposition of the Purchaser (or Shares. Holder represents that Xxxxxx has consulted with any beneficial purchaser for whom it is contracting hereunder) to resell the Shares and Warrants, that the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible to find out what these restrictions are and the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible (and the Company is not tax consultants Holder deems advisable in any way responsible) for compliance with applicable resale restrictions and the Purchaser is aware that it (or any beneficial purchaser for whom it is contracting hereunder) may not be able to resell the Shares or Warrants except in accordance with limited exemptions under applicable securities laws. For purposes of complying connection with the securities laws and National Instrument 45-102 - Resale of Securities, the Purchaser and each beneficial purchaser, if any, understands and acknowledges that upon the issuance purchase or disposition of the Shares and Warrants and that Holder is not relying on the Shares issuable on exercise of the WarrantsCompany for any tax advice. Submitted by: Accepted by: Holder: Life Systems Corp. Signature By Print Name Its Address: Address: 0000 000xx Xxx. NE, if exercised prior to the date that is four months and one day following the Closing Date#B Redmond, the certificates representing the Shares, Warrants and the Shares issuable on exercise of the Warrants, shall bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE].”WA 98052 Date Received:

Resale Restrictions. The PurchaserHolder acknowledges and agrees that whatever period determined appropriate by the Company, underwriter, or federal and each beneficial purchaser state regulatory officials including, but not limited to, the Securities and Exchange Commission, National Association of Securities Dealers and NASDAQ, following the effective date of a registration statement of the Company covering common stock (or other securities) of the Company to be sold on its behalf in an underwriting, Holder will not sell or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) Shares of the Company held by Xxxxxx at any time during such period except securities included in that registration. Xxxxxx acknowledges and agrees that if for whom it is contracting hereunderpurposes of a registration statement of the Company the underwriter or federal or state regulatory officials fix a specific Common Stock or Warrant lockup period, has been advised by its own legal advisors with respect such fixed lockup period shall apply to trading in Holder under this Agreement. SIGNATURES Dated November 27th, 2000 Dated: November 27, 2000 LIFE SYSTEMS CORP. By: By: Authorized Representative Xxx Xxx By: _____________________________ Authorized Representative EXHIBIT A EXERCISE NOTICE TO: LIFE SYSTEMS CORP. Attention: Corporate Secretary Effective as of today, ________________, 200_, the undersigned ("Holder") hereby elects to purchase ______________ shares ("Shares") of the Common Stock of Life Systems Corporation ("Company") pursuant Warrant dated November 27, 2000 ("Warrant"). Holder herewith delivers to the Company the full purchase price for the Shares and Warrants and of $_____________, as required by the Warrant. Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) of the Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the resale restrictions imposed by Shares, notwithstanding the applicable securities laws exercise of the province in Warrant. The Shares shall be issued to the Holder as soon as practicable after exercise of the Warrant. No adjustment will be made for a dividend or other right for which the Purchaser record date is prior to the date of issuance. Holder understands that Holder may suffer adverse tax consequences as a result of Xxxxxx's purchase or any beneficial purchaser for whom it is contracting hereunder resides and other applicable securities laws, and acknowledges that no representation has been made respecting the applicable hold periods imposed by the securities laws or other resale restrictions applicable to such Shares and Warrants which restrict the ability disposition of the Purchaser (or Shares. Holder represents that Xxxxxx has consulted with any beneficial purchaser for whom it is contracting hereunder) to resell the Shares and Warrants, that the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible to find out what these restrictions are and the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible (and the Company is not tax consultants Holder deems advisable in any way responsible) for compliance with applicable resale restrictions and the Purchaser is aware that it (or any beneficial purchaser for whom it is contracting hereunder) may not be able to resell the Shares or Warrants except in accordance with limited exemptions under applicable securities laws. For purposes of complying connection with the securities laws and National Instrument 45-102 - Resale of Securities, the Purchaser and each beneficial purchaser, if any, understands and acknowledges that upon the issuance purchase or disposition of the Shares and Warrants and that Holder is not relying on the Shares issuable on exercise of the WarrantsCompany for any tax advice. Submitted by: Accepted by: Holder: Life Systems Corp. Signature By Print Name Its Address: Address: 0000 000xx Xxx. NE, if exercised prior to the date that is four months and one day following the Closing Date#B Redmond, the certificates representing the Shares, Warrants and the Shares issuable on exercise of the Warrants, shall bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE].”WA 98052

Resale Restrictions. The PurchaserHolder acknowledges and agrees that whatever period determined appropriate by the Company, underwriter, or federal and each beneficial purchaser state regulatory officials including, but not limited to, the Securities and Exchange Commission, National Association of Securities Dealers and NASDAQ, following the effective date of a registration statement of the Company covering common stock (or other securities) of the Company to be sold on its behalf in an underwriting, Holder will not sell or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) Shares of the Company held by Xxxxxx at any time during such period except securities included in that registration. Xxxxxx acknowledges and agrees that if for whom it is contracting hereunderpurposes of a registration statement of the Company the underwriter or federal or state regulatory officials fix a specific Common Stock or Warrant lockup period, has been advised by its own legal advisors with respect such fixed lockup period shall apply to trading in Holder under this Agreement. SIGNATURES Dated November 27th, 2000 Dated: November 27, 2000 LIFE SYSTEMS CORP. /s/ signed /s/ Xxx Xxx By: By: Authorized Representative Xxx Xxx EXHIBIT A EXERCISE NOTICE TO: LIFE SYSTEMS CORP. Attention: Corporate Secretary Effective as of today, ________________, 200_, the undersigned ("Holder") hereby elects to purchase ______________ shares ("Shares") of the Common Stock of Life Systems Corporation ("Company") pursuant Warrant dated November 27, 2000 ("Warrant"). Holder herewith delivers to the Company the full purchase price for the Shares and Warrants and of $_____________, as required by the Warrant. Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) of the Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the resale restrictions imposed by Shares, notwithstanding the applicable securities laws exercise of the province in Warrant. The Shares shall be issued to the Holder as soon as practicable after exercise of the Warrant. No adjustment will be made for a dividend or other right for which the Purchaser record date is prior to the date of issuance. Holder understands that Holder may suffer adverse tax consequences as a result of Xxxxxx's purchase or any beneficial purchaser for whom it is contracting hereunder resides and other applicable securities laws, and acknowledges that no representation has been made respecting the applicable hold periods imposed by the securities laws or other resale restrictions applicable to such Shares and Warrants which restrict the ability disposition of the Purchaser (or Shares. Holder represents that Xxxxxx has consulted with any beneficial purchaser for whom it is contracting hereunder) to resell the Shares and Warrants, that the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible to find out what these restrictions are and the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible (and the Company is not tax consultants Holder deems advisable in any way responsible) for compliance with applicable resale restrictions and the Purchaser is aware that it (or any beneficial purchaser for whom it is contracting hereunder) may not be able to resell the Shares or Warrants except in accordance with limited exemptions under applicable securities laws. For purposes of complying connection with the securities laws and National Instrument 45-102 - Resale of Securities, the Purchaser and each beneficial purchaser, if any, understands and acknowledges that upon the issuance purchase or disposition of the Shares and Warrants and that Holder is not relying on the Shares issuable on exercise of the WarrantsCompany for any tax advice. Submitted by: Accepted by: Holder: Life Systems Corp. Signature By Print Name Its Address: Address: 0000 000xx Xxx. NE, if exercised prior to the date that is four months and one day following the Closing Date#B Redmond, the certificates representing the SharesWA 98052 Date Received: EXHIBIT B REGISTRATION RIGHTS AGREEMENT DATE: November 27, Warrants and the Shares issuable on exercise of the Warrants2000 BETWEEN: Life Systems Corp. ("Company") a Nevada corporation AND: Xxx Xxx ("Holder") Box 356424 Seattle WA, shall bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE].”98195-6424

Resale Restrictions. (a) The PurchaserStockholders acknowledge and agree that the shares of Parent Common Stock issued pursuant to this Agreement have not been registered under the Securities Act or any state securities Law, and each beneficial purchaser that such shares to be received by them are being acquired solely for whom it their own account, for investment and not with a view to the sale or distribution thereof. The Stockholders hereby agree not to offer, sell, hypothecate, pledge or otherwise transfer, pledge or hypothecate such shares unless and until registered under the Securities Act and any applicable state securities Law or unless such offer, sale, transfer, pledge or hypothecation is contracting hereunderexempt from registration or is otherwise in compliance with the Securities Act and such Laws. The Stockholders acknowledge that, has been advised by its own legal advisors with respect to trading except as provided in the Shares and Warrants and with respect to the resale restrictions imposed by the applicable securities laws of the province in which the Purchaser or any beneficial purchaser for whom it is contracting hereunder resides and other applicable securities laws, and acknowledges that no representation has been made respecting the applicable hold periods imposed by the securities laws or other resale restrictions applicable to such Shares and Warrants which restrict the ability of the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) to resell the Shares and Warrants, that the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible to find out what these restrictions are and the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions and the Purchaser is aware that it (or any beneficial purchaser for whom it is contracting hereunder) may not be able to resell the Shares or Warrants except in accordance with limited exemptions under applicable securities laws. For purposes of complying with the securities laws and National Instrument 45-102 - Resale of SecuritiesRegistration Rights Agreement, the Purchaser Stockholders have no right to require Parent to register shares of Parent Common Stock. The Stockholders understand and agree that each beneficial purchaser, if any, understands and acknowledges that upon the issuance certificate representing shares of the Shares and Warrants and the Shares issuable on exercise of the Warrants, if exercised prior to the date that is four months and one day following the Closing Date, the certificates representing the Shares, Warrants and the Shares issuable on exercise of the Warrants, Parent Common Stock received hereunder shall bear the following legendlegends: “UNLESS PERMITTED "THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY AN AGREEMENT ON FILE AT THE OFFICES OF THE CORPORATION." "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES LEGISLATIONACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS." and the Stockholders agree to transfer shares of Parent Common Stock only in accordance with the provisions of such legends. In addition, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE]such Stockholders agree that Parent shall instruct the transfer agent to only transfer the Parent Common Stock pursuant to these provisions.”

Resale Restrictions. The Purchaser, Purchaser understands and each beneficial purchaser for whom acknowledges that the Shares will be subject to certain resale restrictions under applicable Securities Laws and the Purchaser agrees to comply with such restrictions. The Purchaser also acknowledges that it is contracting hereunder, has been advised by to consult its own legal advisors with respect to trading in the Shares and Warrants and with respect to the applicable resale restrictions imposed by the applicable securities laws of the province in which the Purchaser or any beneficial purchaser for whom and that it is contracting hereunder resides and other applicable securities laws, and acknowledges that no representation has been made respecting the applicable hold periods imposed by the securities laws or other resale restrictions applicable to such Shares and Warrants which restrict the ability of the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) to resell the Shares and Warrants, that the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible to find out what these restrictions are and the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible (and the Company is not in any way manner responsible) for compliance complying with applicable resale restrictions and the Purchaser is aware that it (or any beneficial purchaser for whom it is contracting hereunder) may not be able to resell the Shares or Warrants except in accordance with limited exemptions under applicable securities lawssuch restrictions. For purposes of complying with the securities laws applicable Securities Laws and National Instrument 45-102 - Resale of Securities, as well as Stock Exchange policies, the Purchaser and each beneficial purchaser, if any, understands and acknowledges that upon the issuance of the Shares and Warrants and the Shares issuable on exercise of the Warrants, if exercised prior to the date that is four months and one day following the Closing Date, when issued all the certificates representing the Shares, Warrants and the Shares issuable on exercise as well as all certificates issued in exchange for or in substitution of the Warrantsforegoing securities, shall will bear the following legendlegends: “["WITHOUT PRIOR WRITTEN APPROVAL OF TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL , 2014.") "UNLESS PERMITTED UNDER SECURITIES LEGISLATION, <l9>THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE], 2014.”" (with the "< >"completed to reflect a date that is four months plus one day following the Closing Date.)

Resale Restrictions. The PurchaserSubscriber acknowledges that (i) the Securities have not been registered under the Securities Act or the securities statutes of any state or other jurisdiction, (ii) the Securities have the status of securities acquired in a transaction under Section 4(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder by the SEC, and each beneficial purchaser for whom it is contracting hereunder, has been advised by its own legal advisors with respect to trading in the Shares and Warrants and with respect to the resale restrictions imposed by the under applicable securities laws of the province in which the Purchaser or any beneficial purchaser for whom it is contracting hereunder resides and other applicable state securities laws, and acknowledges (iii) the Securities are “restricted securities” (as that no representation has been made respecting term is defined in Rule 144(a)(3) under the applicable hold periods imposed by Securities Act), (iv) therefore, the securities laws or other resale restrictions applicable to such Shares and Warrants which restrict the ability of the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) to resell the Shares and Warrants, that the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible to find out what these restrictions are and the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible Securities cannot be resold (and the Company is Subscriber covenants that the Subscriber will not in any way responsibleresell them) for compliance with applicable resale restrictions and the Purchaser is aware that it (or any beneficial purchaser for whom it is contracting hereunder) may not be able to resell the Shares or Warrants except in accordance with limited exemptions unless they are registered under applicable securities laws. For purposes of complying with the federal and state securities laws (including the Securities Act) or unless exemptions from all such applicable registration requirements are available, and National Instrument 45-102 - Resale of Securities(v) consequently, the Purchaser and each beneficial purchaser, if any, Subscriber must bear the economic risk of investment for an indefinite period of time. The Subscriber further understands and acknowledges that upon the issuance of the Shares Securities has not been and Warrants and will not be reviewed by, passed on, or submitted to the Shares issuable on exercise SEC, nor has the SEC or any other agency made any finding or determination as to the fairness of an investment in the Securities, nor any recommendation or endorsement of the WarrantsSecurities. The Subscriber will not sell or otherwise transfer any of the Securities without either the prior registration of the Securities under the Securities Act and all other applicable statutes, if exercised prior to or applicable exemptions from the date registration requirements of each of those statutes, and unless and until the Company has determined, by obtaining the advice of counsel or otherwise, that is four months and one day following the Closing Date, intended disposition will not violate the certificates Securities Act or any applicable state securities law. The Subscriber understands that any certificate or book entry representing the Shares, Warrants and the Shares issuable on exercise of the Warrants, shall Securities may bear the following legendlegend or one substantially similar thereto: “UNLESS PERMITTED THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES LEGISLATIONACT OF 1933, AS AMENDED, OR ANY OTHER APPLICABLE SECURITIES LAW, AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF REGISTRATION THEREUNDER OR AN EXEMPTION THEREFROM. THE SALE OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO RESTRICTIONS AS SET FORTH IN THE SUBSCRIPTION AGREEMENT BY AND BETWEEN THE COMPANY AND THE HOLDER OF THIS SECURITY MUST NOT TRADE CERTIFICATE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECURITY BEFORE [DATE THAT IS FOUR MONTHS AND ONE DAY AFTER SECRETARY OF THE CLOSING DATE]COMPANY.”

Resale Restrictions. The Purchaser, Purchaser understands and each beneficial purchaser for whom acknowledges that the Shares will be subject to certain resale restrictions under applicable Securities Laws and the Purchaser agrees to comply with such restrictions. The Purchaser also acknowledges that it is contracting hereunder, has been advised by to consult its own legal advisors with respect to trading in the Shares and Warrants and with respect to the applicable resale restrictions imposed by the applicable securities laws of the province in which the Purchaser or any beneficial purchaser for whom and that it is contracting hereunder resides and other applicable securities laws, and acknowledges that no representation has been made respecting the applicable hold periods imposed by the securities laws or other resale restrictions applicable to such Shares and Warrants which restrict the ability of the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) to resell the Shares and Warrants, that the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible to find out what these restrictions are and the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible (and the Company is not in any way manner responsible) for compliance complying with applicable resale restrictions and the Purchaser is aware that it (or any beneficial purchaser for whom it is contracting hereunder) may not be able to resell the Shares or Warrants except in accordance with limited exemptions under applicable securities lawssuch restrictions. For purposes of complying with the securities laws applicable Securities Laws and National Instrument 45-102 - Resale of Securities, as well as Stock Exchange policies, the Purchaser and each beneficial purchaser, if any, understands and acknowledges that upon the issuance of the Shares and Warrants and the Shares issuable on exercise of the Warrants, if exercised prior to the date that is four months and one day following the Closing Date, when issued all the certificates representing the Shares, Warrants and the Shares issuable on exercise as well as all certificates issued in exchange for or in substitution of the Warrantsforegoing securities, shall will bear the following legendlegends: “["WITHOUT PRIOR WRITTEN APPROVA L OF TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPR ESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH TH E FACILITIES OF TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL , 2014."] "UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE], 2014:' (with the "< > " completed to reflect a date that is four months plus one day following the Closing Date.”)

Resale Restrictions. The Purchaser understands and acknowledges that the Purchaser, ’s Units and each beneficial purchaser for whom Underlying Securities will be subject to certain resale restrictions under applicable securities laws and the Purchaser agrees to comply with such restrictions. The Purchaser also acknowledges that it is contracting hereunder, has been advised by to consult its own legal advisors with respect to trading in the Shares and Warrants and with respect to the applicable resale restrictions imposed by the applicable securities laws of the province in which the Purchaser or any beneficial purchaser for whom and that it is contracting hereunder resides and other applicable securities laws, and acknowledges that no representation has been made respecting the applicable hold periods imposed by the securities laws or other resale restrictions applicable to such Shares and Warrants which restrict the ability of the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) to resell the Shares and Warrants, that the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible to find out what these restrictions are and the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible (and the Company Corporation is not in any way manner responsible) for compliance complying with applicable resale restrictions and such restrictions. Without limiting the foregoing, in particular, the Purchaser is aware that it (or if applicable, any beneficial purchaser others for whom it the Purchaser is contracting hereunder) may not be able acknowledges that the Purchaser has been independently advised as to resell or is aware of the restrictions with respect to trading in, and the restricted period or statutory hold period applicable to, the Shares, the Warrants and the Warrant Shares or Warrants except in accordance with limited exemptions under applicable securities laws. For purposes of complying with imposed by the securities laws and National Instrument 45-102 - Resale of Securities, the jurisdiction in which the Purchaser resides or to which the Purchaser is subject and each beneficial purchaserby the rules, if any, understands regulations and acknowledges that upon the issuance policies of the Shares and Warrants and the Shares issuable Exchanges, that a suitable legend or legends will be placed on exercise of the Warrants, if exercised prior to the date that is four months and one day following the Closing Date, the certificates representing the Shares, the Warrants and, if necessary, the Warrant Shares to reflect the applicable restricted period and statutory hold period to which the Shares, the Warrants and, if applicable, the Warrant Shares issuable on exercise are subject, and that the Purchaser is hereby advised that during such period, as applicable, such securities cannot be traded through the facilities of the Warrants, shall bear Exchanges as such securities are not freely transferable and consequently delivery of the following legend: certificate representing such securities will not constitute “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE]good delivery” in settlement of transactions on either Exchange and that the Exchanges will deem the Purchaser to be responsible for any loss incurred on a sale made by the Purchaser in such securities.”

Resale Restrictions. The Purchaser(a) Each of the Sellers acknowledges and agrees that the shares of Purchaser Common Stock issued pursuant to this Agreement have not been registered under the Securities Act or any state securities Law, and each beneficial purchaser that such shares to be received by them are being acquired solely for whom it their own account, for investment and not with a view to the sale or distribution thereof. Each of the Sellers hereby agrees not to offer, sell, hypothecate, pledge or otherwise transfer, pledge or hypothecate such shares unless and until registered under the Securities Act and any applicable state securities Law or unless such offer, sale, transfer, pledge or hypothecation is contracting hereunderexempt from registration or is otherwise in compliance with the Securities Act and such Laws. Each of the Sellers acknowledges that, has been advised by its own legal advisors with respect to trading except as provided in the Shares and Warrants and with respect Registration Rights Agreement, such Seller has no right to require the resale restrictions imposed by the applicable securities laws Purchaser to register shares of Purchaser Common Stock. Each of the province in which the Purchaser or any beneficial purchaser for whom it is contracting hereunder resides and other applicable securities laws, and acknowledges that no representation has been made respecting the applicable hold periods imposed by the securities laws or other resale restrictions applicable to such Shares and Warrants which restrict the ability of the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) to resell the Shares and Warrants, that the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible to find out what these restrictions are and the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions and the Purchaser is aware that it (or any beneficial purchaser for whom it is contracting hereunder) may not be able to resell the Shares or Warrants except in accordance with limited exemptions under applicable securities laws. For purposes of complying with the securities laws and National Instrument 45-102 - Resale of Securities, the Purchaser and each beneficial purchaser, if any, Sellers understands and acknowledges agrees that upon the issuance each certificate representing shares of the Shares and Warrants and the Shares issuable on exercise of the Warrants, if exercised prior to the date that is four months and one day following the Closing Date, the certificates representing the Shares, Warrants and the Shares issuable on exercise of the Warrants, Purchaser Common Stock received hereunder shall bear the following legendlegends: “UNLESS PERMITTED THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY AN AGREEMENT ON FILE AT THE OFFICES OF THE CORPORATION. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES LEGISLATIONACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS. and such Seller agrees to transfer shares of Purchaser Common Stock only in accordance with the provisions of such legends. In addition, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE]each of the Sellers agrees that the Purchaser shall instruct the transfer agent to only transfer the Purchaser Common Stock pursuant to these provisions.”

Resale Restrictions. The Purchaser understands and acknowledges that the Purchaser, ’s Units and each beneficial purchaser for whom Underlying Securities will be subject to certain resale restrictions under applicable securities laws and the Purchaser agrees to comply with such restrictions. The Purchaser also acknowledges that it is contracting hereunder, has been advised by to consult its own legal advisors with respect to trading applicable resale restrictions and that it is solely responsible (and neither the Corporation nor the Finders are in any manner responsible) for complying with such restrictions. Without limiting the Shares and Warrants and foregoing, in particular, the Purchaser (or if applicable, any others for whom the Purchaser is contracting hereunder) acknowledges that the Purchaser has been independently advised as to or is aware of the restrictions with respect to the resale restrictions imposed by the applicable securities laws of the province in which the Purchaser or any beneficial purchaser for whom it is contracting hereunder resides and other applicable securities lawstrading in, and acknowledges that no representation has been made respecting the restricted period or statutory hold period applicable hold periods to, the Shares, the Warrants and the Warrant Shares imposed by the securities laws or other resale restrictions applicable to such Shares and Warrants which restrict the ability of the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) to resell the Shares and Warrants, that jurisdiction in which the Purchaser (resides or any beneficial purchaser for whom it is contracting hereunder) is solely responsible to find out what these restrictions are and the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions and which the Purchaser is aware that it (or any beneficial purchaser for whom it is contracting hereunder) may not be able to resell subject and by the Shares or Warrants except in accordance with limited exemptions under applicable securities laws. For purposes of complying with the securities laws rules, regulations and National Instrument 45-102 - Resale of Securities, the Purchaser and each beneficial purchaser, if any, understands and acknowledges that upon the issuance policies of the Shares and Warrants and the Shares issuable Exchanges, that a suitable legend or legends will be placed on exercise of the Warrants, if exercised prior to the date that is four months and one day following the Closing Date, the certificates representing the Shares, the Warrants and, if necessary, the Warrant Shares to reflect the applicable restricted period and statutory hold period to which the Shares, the Warrants and, if applicable, the Warrant Shares issuable on exercise are subject, and that the Purchaser is hereby advised that during such period, as applicable, such securities cannot be traded through the facilities of the Warrants, shall bear Exchanges as such securities are not freely transferable and consequently delivery of the following legend: certificate representing such securities will not constitute “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE]good delivery” in settlement of transactions on either Exchange and that the Exchanges will deem the Purchaser to be responsible for any loss incurred on a sale made by the Purchaser in such securities.”

Resale Restrictions. The PurchaserHolder acknowledges and agrees that whatever period determined appropriate by the Company, underwriter, or federal and each beneficial purchaser state regulatory officials including, but not limited to, the Securities and Exchange Commission, National Association of Securities Dealers and NASDAQ, following the effective date of a registration statement of the Company covering common stock (or other securities) of the Company to be sold on its behalf in an underwriting, Holder will not sell or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) Shares of the Company held by Xxxxxx at any time during such period except securities included in that registration. Xxxxxx acknowledges and agrees that if for whom it is contracting hereunderpurposes of a registration statement of the Company the underwriter or federal or state regulatory officials fix a specific Common Stock or Warrant lockup period, has been advised by its own legal advisors with respect such fixed lockup period shall apply to trading in Holder under this Agreement. SIGNATURES Dated November 27th, 2000 Dated: November 27, 2000 LIFE SYSTEMS CORP /s/ signed /s/ Xxxxxxxxx Xxxxx By: By: Authorized Representative Xxxxxxxxx Xxxxx /s/ signed By: ____________________________ Authorized Representative EXHIBIT A EXERCISE NOTICE TO: LIFE SYSTEMS CORP. Attention: Corporate Secretary Effective as of today, ________________, 200_, the undersigned ("Holder") hereby elects to purchase ______________ shares ("Shares") of the Common Stock of Life Systems Corporation ("Company") pursuant Warrant dated November 27, 2000 ("Warrant"). Holder herewith delivers to the Company the full purchase price for the Shares and Warrants and of $_____________, as required by the Warrant. Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) of the Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the resale restrictions imposed by Shares, notwithstanding the applicable securities laws exercise of the province in Warrant. The Shares shall be issued to the Holder as soon as practicable after exercise of the Warrant. No adjustment will be made for a dividend or other right for which the Purchaser record date is prior to the date of issuance. Holder understands that Holder may suffer adverse tax consequences as a result of Xxxxxx's purchase or any beneficial purchaser for whom it is contracting hereunder resides and other applicable securities laws, and acknowledges that no representation has been made respecting the applicable hold periods imposed by the securities laws or other resale restrictions applicable to such Shares and Warrants which restrict the ability disposition of the Purchaser (or Shares. Holder represents that Xxxxxx has consulted with any beneficial purchaser for whom it is contracting hereunder) to resell the Shares and Warrants, that the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible to find out what these restrictions are and the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible (and the Company is not tax consultants Holder deems advisable in any way responsible) for compliance with applicable resale restrictions and the Purchaser is aware that it (or any beneficial purchaser for whom it is contracting hereunder) may not be able to resell the Shares or Warrants except in accordance with limited exemptions under applicable securities laws. For purposes of complying connection with the securities laws and National Instrument 45-102 - Resale of Securities, the Purchaser and each beneficial purchaser, if any, understands and acknowledges that upon the issuance purchase or disposition of the Shares and Warrants and that Holder is not relying on the Shares issuable on exercise of the WarrantsCompany for any tax advice. Submitted by: Accepted by: Holder: Life Systems Corp. Signature By Print Name Its Address: Address: 0000 000xx Xxx. NE, if exercised prior to the date that is four months and one day following the Closing Date#B Redmond, the certificates representing the Shares, Warrants and the Shares issuable on exercise of the Warrants, shall bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE].”WA 98052 Date Received:

Resale Restrictions. The PurchaserHolder acknowledges and agrees that whatever period determined appropriate by the Company, underwriter, or federal and each beneficial purchaser state regulatory officials including, but not limited to, the Securities and Exchange Commission, National Association of Securities Dealers and NASDAQ, following the effective date of a registration statement of the Company covering common stock (or other securities) of the Company to be sold on its behalf in an underwriting, Holder will not sell or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) Shares of the Company held by Xxxxxx at any time during such period except securities included in that registration. Xxxxxx acknowledges and agrees that if for whom it is contracting hereunderpurposes of a registration statement of the Company the underwriter or federal or state regulatory officials fix a specific Common Stock or Warrant lockup period, has been advised by its own legal advisors with respect such fixed lockup period shall apply to trading in Holder under this Agreement. SIGNATURES Dated November 27th, 2000 Dated: November 27, 2000 LIFE SYSTEMS CORP By: /s/ signed By: /s/ Xxxxxxxxx Xxxxx Authorized Representative Xxxxxxxxx Xxxxx By: /s/ signed Authorized Representative EXHIBIT A EXERCISE NOTICE TO: LIFE SYSTEMS CORP. Attention: Corporate Secretary Effective as of today, ________________, 200_, the undersigned ("Holder") hereby elects to purchase ______________ shares ("Shares") of the Common Stock of Life Systems Corporation ("Company") pursuant Warrant dated November 27, 2000 ("Warrant"). Holder herewith delivers to the Company the full purchase price for the Shares and Warrants and of $_____________, as required by the Warrant. Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) of the Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the resale restrictions imposed by Shares, notwithstanding the applicable securities laws exercise of the province in Warrant. The Shares shall be issued to the Holder as soon as practicable after exercise of the Warrant. No adjustment will be made for a dividend or other right for which the Purchaser record date is prior to the date of issuance. Holder understands that Holder may suffer adverse tax consequences as a result of Xxxxxx's purchase or any beneficial purchaser for whom it is contracting hereunder resides and other applicable securities laws, and acknowledges that no representation has been made respecting the applicable hold periods imposed by the securities laws or other resale restrictions applicable to such Shares and Warrants which restrict the ability disposition of the Purchaser (or Shares. Holder represents that Xxxxxx has consulted with any beneficial purchaser for whom it is contracting hereunder) to resell the Shares and Warrants, that the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible to find out what these restrictions are and the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible (and the Company is not tax consultants Holder deems advisable in any way responsible) for compliance with applicable resale restrictions and the Purchaser is aware that it (or any beneficial purchaser for whom it is contracting hereunder) may not be able to resell the Shares or Warrants except in accordance with limited exemptions under applicable securities laws. For purposes of complying connection with the securities laws and National Instrument 45-102 - Resale of Securities, the Purchaser and each beneficial purchaser, if any, understands and acknowledges that upon the issuance purchase or disposition of the Shares and Warrants and that Holder is not relying on the Shares issuable on exercise of the WarrantsCompany for any tax advice. Submitted by: Accepted by: Holder: Life Systems Corp. Signature By Print Name Its Address: Address: 0000 000xx Xxx. NE, if exercised prior to the date that is four months and one day following the Closing Date#B Redmond, the certificates representing the Shares, Warrants and the Shares issuable on exercise of the Warrants, shall bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE].”WA 98052

Resale Restrictions. The Purchaser(a) Each of the Stockholders acknowledges and agrees that the shares of Parent Common Stock issued pursuant to this Agreement have not been registered under the Securities Act or any state securities Law, and each beneficial purchaser that such shares to be received by them are being acquired solely for whom it their own account, for investment and not with a view to the sale or distribution thereof. Each of the Stockholders hereby agrees not to offer, sell, hypothecate, pledge or otherwise transfer, pledge or hypothecate such shares unless and until registered under the Securities Act and any applicable state securities Law or unless such offer, sale, transfer, pledge or hypothecation is contracting hereunderexempt from registration or is otherwise in compliance with the Securities Act and such Laws. Each of the Stockholders acknowledges that, has been advised by its own legal advisors with respect to trading except as provided in the Shares and Warrants and with respect Registration Rights Agreement, such Stockholder has no right to the resale restrictions imposed by the applicable securities laws require Parent to register shares of Parent Common Stock. Each of the province in which the Purchaser or any beneficial purchaser for whom it is contracting hereunder resides and other applicable securities laws, and acknowledges that no representation has been made respecting the applicable hold periods imposed by the securities laws or other resale restrictions applicable to such Shares and Warrants which restrict the ability of the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) to resell the Shares and Warrants, that the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible to find out what these restrictions are and the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions and the Purchaser is aware that it (or any beneficial purchaser for whom it is contracting hereunder) may not be able to resell the Shares or Warrants except in accordance with limited exemptions under applicable securities laws. For purposes of complying with the securities laws and National Instrument 45-102 - Resale of Securities, the Purchaser and each beneficial purchaser, if any, Stockholders understands and acknowledges agrees that upon the issuance each certificate representing shares of the Shares and Warrants and the Shares issuable on exercise of the Warrants, if exercised prior to the date that is four months and one day following the Closing Date, the certificates representing the Shares, Warrants and the Shares issuable on exercise of the Warrants, Parent Common Stock received hereunder shall bear the following legendlegends: “UNLESS PERMITTED THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY AN AGREEMENT ON FILE AT THE OFFICES OF THE CORPORATION. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES LEGISLATIONACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS. and such Stockholder agrees to transfer shares of Parent Common Stock only in accordance with the provisions of such legends. In addition, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE]each of the Stockholders agrees that Parent shall instruct the transfer agent to only transfer Parent Common Stock pursuant to these provisions.”

Resale Restrictions. The PurchaserNone of the shares of Common Stock owned by Seller have been registered under the Securities Act, and each beneficial purchaser for whom it is contracting hereunderor under any state securities or “blue sky” laws of any state of the United States, has been advised and, unless so registered, none of the shares of Common Stock owned by its own legal advisors with respect to trading in the Shares and Warrants and with respect to the resale restrictions imposed Seller may be offered or sold by the applicable securities laws Seller, except pursuant to an effective registration statement under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the province Securities Act and in which the Purchaser or any beneficial purchaser for whom it is contracting hereunder resides and other applicable securities laws, and acknowledges that no representation has been made respecting the applicable hold periods imposed by the securities laws or other resale restrictions applicable to such Shares and Warrants which restrict the ability of the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) to resell the Shares and Warrants, that the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible to find out what these restrictions are and the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions and the Purchaser is aware that it (or any beneficial purchaser for whom it is contracting hereunder) may not be able to resell the Shares or Warrants except each case only in accordance with limited exemptions under applicable state securities laws. For purposes of complying with the securities laws and National Instrument 45-102 - Resale of Securities, the Purchaser and each beneficial purchaser, if any, understands and acknowledges that upon the issuance of the Shares and Warrants and the Shares issuable on exercise of the Warrants, if exercised prior to the date that is four months and one day following the Closing Date, the All certificates representing the SharesShares issued on closing will be endorsed with restrictive legends substantially in the same form as follows pursuant to the 1933 Act, Warrants and in order to reflect the fact that the Shares issuable on exercise are restricted securities and will be issued to the Purchasers pursuant to a safe harbor from the registration requirements of the Warrants1933 Act: THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, shall bear the following legend: “AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS PERMITTED SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER SECURITIES LEGISLATIONTHE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE HOLDER REGISTRATION REQUIREMENTS OF THIS SECURITY MUST THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT TRADE BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITY BEFORE [DATE THAT IS FOUR MONTHS 1933 ACT. "UNITED STATES" AND ONE DAY AFTER "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE CLOSING DATE]1933 ACT.”

Resale Restrictions. The PurchaserConvertible Notes have been, and each beneficial purchaser for whom it is contracting hereunderthe Convertible Note Shares will be, has been advised by its own legal advisors with respect issued pursuant to trading in exemptions from the Shares and Warrants and with respect to the resale restrictions imposed by the applicable securities laws registration requirements of the province in which the Purchaser or Securities Act and any beneficial purchaser for whom it is contracting hereunder resides and other applicable state securities laws. As a result, the Convertible Note is, and acknowledges that no representation has been made respecting the applicable hold periods imposed by the securities laws or other resale restrictions applicable to such Shares and Warrants which restrict the ability Convertible Note Shares, will, upon their issuance, be “restricted securities” as defined in Rule 144 of the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) Securities Act and are, and will be, subject to resell the Shares and Warrants, that the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible to find out what these restrictions are on transfer. The Convertible Note and the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions and the Purchaser is aware that it (or any beneficial purchaser for whom it is contracting hereunder) Convertible Note Shares may not be able reoffered, resold, transferred or otherwise disposed of unless such reoffer, resale, transfer or disposition is made pursuant to resell an effective registration statement under the Shares Securities Act or Warrants except pursuant to an available exemption from the registration requirements of the Securities Act, and, in accordance each case, in compliance with limited exemptions under any applicable state securities laws. For purposes of complying with the securities laws and National Instrument 45-102 - Resale of SecuritiesThe Company may refuse to register any resale, the Purchaser and each beneficial purchaser, if any, understands and acknowledges that upon the issuance transfer or disposition of the Convertible Note or the Convertible Note Shares and Warrants and not made pursuant to an effective registration statement under the Shares issuable on exercise Securities Act or pursuant to an available exemption from the registration requirements of the WarrantsSecurities Act, if exercised prior to the date that is four months and one day following the Closing Date, the or not made in compliance with any applicable state securities laws. All certificates representing the Shares, Warrants and Convertible Note Shares will be endorsed with a restrictive legend substantially similar to the Shares issuable on exercise of the Warrants, shall bear the following legendfollowing: “UNLESS PERMITTED THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES LEGISLATIONACT OF 1933, AS AMENDED (THE HOLDER “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS, AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THIS SECURITY MUST THE SECURITIES ACT. SUCH SECURITIES MAY NOT TRADE BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE SECURITY BEFORE [DATE THAT IS FOUR MONTHS SECURITIES ACT AND ONE DAY AFTER ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE CLOSING DATE]REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.”

Resale Restrictions. The Purchaser, Purchaser understands and each beneficial purchaser for whom acknowledges that the Securities will be subject to certain resale restrictions under applicable Securities Laws and the Purchaser agrees to comply with such restrictions. The Purchaser also acknowledges that it is contracting hereunder, has been advised by to consult its own legal advisors with respect to trading in the Shares and Warrants and with respect to the applicable resale restrictions imposed by the applicable securities laws of the province in which the Purchaser or any beneficial purchaser for whom and that it is contracting hereunder resides and other applicable securities laws, and acknowledges that no representation has been made respecting the applicable hold periods imposed by the securities laws or other resale restrictions applicable to such Shares and Warrants which restrict the ability of the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) to resell the Shares and Warrants, that the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible to find out what these restrictions are and the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible (and none of the Company is not Company, the Agents or the U.S. Affiliates are in any way manner responsible) for compliance complying with applicable resale restrictions and the Purchaser is aware that it (or any beneficial purchaser for whom it is contracting hereunder) may not be able to resell the Shares or Warrants except in accordance with limited exemptions under applicable securities lawssuch restrictions. For purposes of complying with the securities laws applicable Securities Laws and National Instrument 45-102 - Resale of Securities, the Purchaser and each beneficial purchaser, if any, understands and acknowledges that upon all certificates or ownership statements issued under a direct registration system or other electronic book-entry system representing the issuance of the Common Shares and Warrants (and the Warrant Shares issuable on exercise of the Warrants, if exercised issued prior to the date that is four months and one day following after the Closing Date), the as well as all certificates representing the Shares, Warrants and the Shares issuable on exercise issued in exchange for or in substitution of the Warrantsforegoing securities, shall bear the following legendlegends: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [DATE THAT IS FOUR MONTHS ●, 2014.” and, only if the Purchaser is either: (i) a director, officer or Promoter (as defined under Policy 1.1 of the corporate finance manual of the TSXV) of the Company; or (ii) a Person (as defined under Policy 1.1. of the corporate finance manual of the TSXV) that will hold securities carrying more than 10% of the voting rights attached to the Company’s securities both immediately before and after the transaction in which securities are issued, and who have elected or appointed or have the right to elect or appoint one or more directors or senior officers of the Company: “WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND ONE DAY AFTER COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE CLOSING DATE]SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL ●, 2014.”; in each case with the ● completed to reflect a date that is four months plus one day following the Closing Date.

Resale Restrictions. The Each Purchaser acknowledges and understands that there are restrictions under Canadian Securities Laws on such Purchaser, and each beneficial purchaser for whom it is contracting hereunder, has been advised by its own legal advisors with respect to trading in the Shares and Warrants and with respect to the resale restrictions imposed by the applicable securities laws of the province in which the Purchaser or any beneficial purchaser for whom it is contracting hereunder resides and other applicable securities laws, and acknowledges that no representation has been made respecting the applicable hold periods imposed by the securities laws or other resale restrictions applicable to such Shares and Warrants which restrict the ’s ability of the Purchaser (or any beneficial purchaser for whom it is contracting hereunder) to resell the Shares Securities over the facilities of the Toronto Stock Exchange, or otherwise resell the Securities in Canada or to or for the benefit of a resident of Canada, and Warrants, that is the responsibility of such Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible to find out what these those restrictions are and to comply with them before selling the Securities. Without limiting the generality of the foregoing, each Purchaser (or any beneficial purchaser for whom it is contracting hereunder) is solely responsible (and hereby covenants that, unless permitted under the Company is not in any way responsible) for compliance with applicable resale restrictions and the Purchaser is aware that it (or any beneficial purchaser for whom it is contracting hereunder) may not be able to resell the Shares or Warrants except in accordance with limited exemptions under applicable securities laws. For purposes of complying with the securities laws and National Instrument 45-102 - Resale of SecuritiesCanadian Securities Laws, the Purchaser and each beneficial purchaser, if any, understands and acknowledges that upon the issuance of the Common Shares and Warrants included in the Units, and the Warrant Shares issuable on upon the exercise of the Warrants, if exercised prior may not be traded on the Toronto Stock Exchange or in Canada, or to or for the benefit of a resident of Canada, before the date that is four (4) months and one a day following after the Closing Date. Each Purchaser further acknowledges and understands that any physical certificate representing the Common Shares and Warrants included in the Units and, if they are issued before the date which four months and a day after Closing, the certificates representing the Shares, Warrants and the Warrant Shares issuable on upon the exercise of the Warrants, shall will bear the following legend: “UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES REPRESENTED BY THIS SECURITY CERTIFICATE MUST NOT TRADE THE SECURITY SUCH SECURITIES BEFORE [INSERT DATE THAT IS FOUR 4 MONTHS AND ONE A DAY AFTER THE CLOSING DATE] ON THE TORONTO STOCK EXCHANGE OR IN CANADA OR TO OR FOR THE BENEFIT OF A RESIDENT OF CANADA. WITHOUT PRIOR WRITTEN APPROVAL OF THE TORONTO STOCK EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE CANADIAN SECURITIES LAWS, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TORONTO STOCK EXCHANGE OR IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL [INSERT DATE WHICH IS FOUR MONTHS AFTER CLOSING]. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE GOOD DELIVERY IN SETTLEMENT OF TRANSACTIONS ON CANADIAN STOCK EXCHANGES.”