Common use of Securities Restrictions Clause in Contracts

Securities Restrictions. The Warrant Shares acquired by Holder upon exercise of the Warrants have not been registered under the Securities Act of 1933, as amended, or the securities laws of any state. If the Company, upon advice of counsel, determines such action is necessary or desirable, no Warrant Shares shall be issued to Holder unless, at the time of issuance, Holder (i) represents and warrants that it will acquire the Warrant Shares for investment only and not for purposes of resale or distribution, and (ii) makes such further representations and warranties as are deemed necessary or desirable by the Company with regard to holding and resale of the Warrant Shares. Holder shall, upon the request of the Company, execute and deliver to the Company an agreement or affidavit to such effect. All certificates representing the Warrant Shares issued pursuant to this Agreement shall be marked with the following restrictive legend or similar legend, if such marking, in the opinion of counsel to the Company, is necessary or desirable: The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, or the securities laws of any state. Accordingly, these shares may not be sold, hypothecated, pledged or otherwise transferred except (i) pursuant to an effective registration statement under the Securities Act of 1933, as amended, and any applicable securities laws or regulations of any state with respect to such shares, (ii) in accordance with Securities and Exchange Commission Rule 144, or (iii) upon the issuance to the Company of a favorable opinion of counsel or the submission to the Company of such other evidence as may be satisfactory to the Company that such proposed sale, assignment, encumbrance or other transfer will not be in violation of the Securities Act of 1933, as amended, or any applicable securities laws of any state or any rules or regulations thereunder. Any attempted transfer of this certificate or the shares represented hereby which is in violation of the preceding restrictions will not be recognized by the Company, nor will any transferee be recognized as the owner thereof by the Company.

Securities Restrictions. The Warrant Notwithstanding anything herein contained, Common Shares acquired by Holder will be issued upon exercise of the Warrants have not been registered under the Securities Act of 1933, as amended, or a Warrant only in compliance with the securities laws of any state. If applicable jurisdiction, including without limitation the CompanyApplicable Securities Laws, upon advice and, without limiting the generality of counselthe foregoing, determines such action is necessary or desirable, no Warrant Shares shall be issued to Holder unless, at the time of issuance, Holder (i) represents and warrants that it Corporation will acquire direct the Warrant Shares for investment only and not for purposes of resale or distribution, and (ii) makes such further representations and warranties as are deemed necessary or desirable by the Company with regard Agent to holding and resale of the Warrant Shares. Holder shall, upon the request of the Company, execute and deliver to the Company an agreement or affidavit to such effect. All legend any certificates representing the Warrant Common Shares issued pursuant to this Agreement shall be marked with the following restrictive legend or similar legend, if such markingif, in the opinion of counsel to the CompanyCorporation acting reasonably, such legend is necessary in order to avoid a violation of the Applicable Securities Laws or desirable: The shares represented by this certificate have not been registered under to comply with the Securities Act requirements of 1933any stock exchange on which the Common Shares are listed; provided that if, as amendedat any time, in the opinion of counsel to the Corporation, acting reasonably, such legends are no longer necessary in order to avoid a violation of any such laws, or the securities laws holder of any state. Accordinglysuch legended certificate, these shares may not be soldat his or her expense, hypothecated, pledged or otherwise transferred except (i) pursuant to an effective registration statement under provides the Securities Act of 1933, as amended, Corporation with evidence in form and any applicable securities laws or regulations of any state with respect to such shares, (ii) in accordance with Securities and Exchange Commission Rule 144, or (iii) upon the issuance to the Company of a favorable opinion of counsel or the submission to the Company of such other evidence as may be substance reasonably satisfactory to the Company Corporation (which may include an opinion of Counsel of recognized standing in form and substance reasonably satisfactory to the Corporation) to the effect that such proposed saleholder is entitled to sell or otherwise transfer such Common Shares in a transaction in which such legends are not required, assignmentsuch legended certificates may thereafter be surrendered to the Warrant Agent in exchange for a certificate which does not bear such legends. The Warrant Agent shall be entitled to assume that Common Shares may be issued pursuant to the exercise of any Warrant without violating any Applicable Securities Laws and without legending the certificate representing the Common Shares unless the Warrant Agent has received notice in writing from the Corporation stating otherwise and setting forth the restrictions on the exercise of the Warrants and any legend the certificates representing the Common Shares should bear. For greater certainty, encumbrance should no Registration Statement be effective under the U.S. Securities Act, the Corporation shall permit, at the Corporation's sole discretion, either the Cashless Exercise or other transfer will redemption of the Warrants held by Warrantholders as set forth in Section 3.4 and shall not be permitted to issue legended Common Shares in violation of the Securities Act of 1933, as amended, or any applicable securities laws of any state or any rules or regulations thereunder. Any attempted transfer of this certificate or the shares represented hereby which is in violation of the preceding restrictions will not be recognized by the Company, nor will any transferee be recognized as the owner thereof by the Companylieu thereof.

Securities Restrictions. The Warrant Shares acquired by Holder upon exercise of Notwithstanding any provision to the Warrants have not been registered under the Securities Act of 1933, as amended, or the securities laws of any state. If the Company, upon advice of counsel, determines such action is necessary or desirablecontrary contained in this Indenture, no Warrant Shares shall will be issued pursuant to Holder unless, at the time exercise of issuance, Holder (i) represents and warrants that it will acquire any Warrant if the issuance of such Warrant Shares for investment only and not for purposes of resale or distribution, and (ii) makes such further representations and warranties as are deemed necessary or desirable by the Company with regard to holding and resale would constitute a violation of the Warrant Shares. Holder shallApplicable Securities Laws, upon and, without limiting the request generality of the Companyforegoing, execute and deliver to the Company an agreement or affidavit to such effect. All Corporation will legend the certificates representing the Warrant Shares issued pursuant to this Agreement shall be marked with the following restrictive legend or similar legend, if such markingif, in the opinion of counsel to the Company, Corporation such legend is necessary in order to avoid a violation of the Applicable Securities Laws or desirable: The shares represented by this certificate have not been registered under to comply with the Securities Act requirements of 1933any stock exchange on which the Warrant Shares are listed, as amendedprovided that if, at any time, in the opinion of counsel to the Corporation, acting reasonably, such legends are no longer necessary in order to avoid a violation of any such laws, or the securities laws holder of any state. Accordinglysuch legended certificate, these shares may not be soldat his expense, hypothecated, pledged or otherwise transferred except (i) pursuant to an effective registration statement under provides the Securities Act of 1933, as amended, Corporation with evidence satisfactory in form and any applicable securities laws or regulations of any state with respect to such shares, (ii) in accordance with Securities and Exchange Commission Rule 144, or (iii) upon the issuance substance to the Company of a favorable Corporation (which may include an opinion of counsel or the submission to the Company Counsel of such other evidence as may be recognized standing satisfactory to the Company Corporation) to the effect that such proposed saleholder is entitled to sell or otherwise transfer such Warrant Shares in a transaction in which such legends are not required, assignmentsuch legended certificates may thereafter be surrendered to the Warrant Agent in exchange for a certificate which does not bear such legends. The Warrant Agent shall be entitled to assume that Warrant Shares may be issued pursuant to the exercise of any Warrant without violating any Applicable Securities Laws and without legending the certificate representing the Warrant Shares unless the Warrant Agent has received notice in writing from the Corporation stating otherwise and setting forth the restrictions on the exercise of the Warrants and any legend the certificates representing the Warrant Shares should contain. For greater certainty, encumbrance or other transfer will should no Registration Statement be effective, the Corporation shall permit the cashless exercise of the Warrants held by Warrantholders as set forth in Section 4.12 and shall not be permitted to issue legended Warrant Shares in violation of the Securities Act of 1933, as amended, or any applicable securities laws of any state or any rules or regulations thereunder. Any attempted transfer of this certificate or the shares represented hereby which is in violation of the preceding restrictions will not be recognized by the Company, nor will any transferee be recognized as the owner thereof by the Companylieu thereof.

Securities Restrictions. The Warrant Notwithstanding anything herein contained, no Common Shares acquired by Holder upon will be issued pursuant to the exercise of any Warrant if the Warrants have not been registered under the Securities Act issuance of 1933, as amended, or such Common Shares would constitute a violation of the securities laws of any state. If applicable jurisdiction, and, without limiting the Company, upon advice of counsel, determines such action is necessary or desirable, no Warrant Shares shall be issued to Holder unless, at the time of issuance, Holder (i) represents and warrants that it will acquire the Warrant Shares for investment only and not for purposes of resale or distribution, and (ii) makes such further representations and warranties as are deemed necessary or desirable by the Company with regard to holding and resale generality of the Warrant Shares. Holder shallforegoing, upon the request of Corporation will legend the Company, execute and deliver to the Company an agreement or affidavit to such effect. All certificates representing the Common Shares issuable upon exercise of any Warrant Shares issued pursuant to this Agreement shall be marked with the following restrictive legend or similar legend, if such markingif, in the opinion of counsel to the CompanyCorporation, such legend is necessary or desirable: The shares represented by this certificate have not been registered under the Securities Act in order to avoid a violation of 1933, as amended, or the any securities laws of any state. Accordinglyapplicable jurisdiction or to comply with the requirements of any stock exchange on which the Common Shares are listed; provided that if, these shares at any time, in the opinion of outside counsel to the Corporation, acting reasonably, such legends are no longer necessary in order to avoid a violation of any such laws, or the holder of any such legended certificate, at his expense, provides the Corporation with evidence satisfactory in form and substance to the Corporation (which may not be sold, hypothecated, pledged include an opinion of counsel of recognized standing satisfactory to the Corporation) to the effect that such holder is entitled to sell or otherwise transferred except transfer such securities in a transaction in which such legends are not required, such legended certificates may thereafter be surrendered to the Corporation in exchange for a certificate that does not bear such legends. The Warrant Agent shall be entitled to assume that the Common Shares may be issued pursuant to the exercise of any Warrant without violating any Applicable Securities Laws and without legending the certificate representing the Common Shares unless the Warrant Agent has received notice in writing from the Corporation stating otherwise and setting forth the restrictions on the exercise of the Warrants and any legend the certificates representing the Common Shares should bear. Notwithstanding anything to the contrary herein, a Warrantholder that is an Original Purchaser shall not have the right to exercise any portion of a Warrant, pursuant to Article 3 or otherwise, to the extent that, after giving effect to such issuance after exercise as set forth on the applicable Exercise Notice, the Warrantholder (together with the Warrantholder’s affiliates, and any other persons acting as a group together with the Warrantholder or any of the Warrantholder’s affiliates (such persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of Common Shares beneficially owned by the Warrantholder and its Attribution Parties shall include the number of Common Shares issuable upon exercise of a Warrant with respect to which such determination is being made, but shall exclude the number of Common Shares that would be issuable upon (i) pursuant to an effective registration statement under exercise of the Securities Act remaining, non-exercised portion of 1933, as amendeda Warrant beneficially owned by the Warrantholder or any of its Attribution Parties, and any applicable securities laws or regulations of any state with respect to such shares, (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation, subject to a limitation on conversion or exercise analogous to the limitation contained herein, beneficially owned by the Warrantholder or any of its Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 3.10, beneficial ownership shall be calculated in accordance with Securities Section 13(d) of the U.S. Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Warrantholder that neither the Warrant Agent nor the Corporation is representing to the Warrantholder that such calculation is in compliance with Section 13(d) of the U.S. Exchange Commission Rule 144Act and the Warrantholder further acknowledges that it is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 3.10 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by the Warrantholder together with any Attribution Parties) and of which portion of a Warrant is exercisable shall be in the sole discretion and at the sole responsibility of the Warrantholder, and the submission of an Exercise Notice shall be deemed to be the Warrantholder’s determination of whether a Warrant is exercisable (in relation to other securities owned by the Warrantholder together with any Attribution Parties) and of which portion of a Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation and neither the Corporation, except to the extent required in Section 3.2(10) above, nor the Warrant Agent shall have any obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the U.S. Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 3.10 in determining the number of outstanding Common Shares, a Warrantholder may rely on the number of outstanding Common Shares as reflected in (A) the Corporation’s most recent periodic or annual report filed with the SEC or on SEDAR, as the case may be, (B) a more recent public announcement by the Corporation, or (iiiC) upon a more recent written notice by the Corporation or the Corporation’s transfer agent setting forth the number of Common Shares outstanding. Upon the written or oral request of a Warrantholder, the Corporation shall, within two Trading Days, confirm orally and in writing to the Warrantholder the number of Common Shares then outstanding. In any case, the number of outstanding Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including the Warrant being exercised, by the Warrantholder or its Attribution Parties since the date as of which such number of outstanding Common Shares was reported. The “Beneficial Ownership Limitation” shall be 19.9% of the number of Common Shares outstanding immediately after giving effect to the issuance to the Company of a favorable opinion of counsel or the submission to the Company of such other evidence as may be satisfactory to the Company that such proposed sale, assignment, encumbrance or other transfer will not be in violation Common Shares issuable upon exercise of the Securities Act of 1933, as amended, or any applicable securities laws of any state or any rules or regulations thereunder. Any attempted transfer of this certificate or the shares represented hereby which is Warrant in violation of the preceding restrictions will not be recognized by the Company, nor will any transferee be recognized as the owner thereof by the Companyquestion.

Securities Restrictions. The Warrant Notwithstanding anything herein contained, Common Shares acquired by Holder will be issued upon exercise of the Warrants have not been registered under the Securities Act of 1933, as amended, or a Warrant only in compliance with the securities laws of any state. If applicable jurisdiction, including without limitation the Companyapplicable securities legislation, upon advice and, without limiting the generality of counselthe foregoing, determines such action is necessary or desirable, no Warrant Shares shall be issued to Holder unless, at the time of issuance, Holder (i) represents and warrants that it Corporation will acquire direct the Warrant Shares for investment only and not for purposes of resale or distribution, and (ii) makes such further representations and warranties as are deemed necessary or desirable by the Company with regard Agent to holding and resale of the Warrant Shares. Holder shall, upon the request of the Company, execute and deliver to the Company an agreement or affidavit to such effect. All legend any certificates representing the Warrant Common Shares issued pursuant to this Agreement shall be marked with the following restrictive legend or similar legend, if such markingif, in the opinion of counsel to the CompanyCorporation acting reasonably, such legend is necessary in order to avoid a violation of such securities laws or desirable: The shares represented by this certificate have not been registered under to comply with the Securities Act requirements of 1933any stock exchange on which the Common Shares are listed; provided that if, as amendedat any time, in the opinion of counsel to the Corporation, acting reasonably, such legends are no longer necessary in order to avoid a violation of any such laws, or the securities laws holder of any state. Accordinglysuch legended certificate, these shares at his or her expense, provides the Corporation and the Warrant Agent with evidence in form and substance reasonably satisfactory to the Corporation and the Warrant Agent (which may not be sold, hypothecated, pledged include an opinion of Counsel of recognized standing in form and substance reasonably satisfactory to the Corporation) to the effect that such holder is entitled to sell or otherwise transferred except (i) transfer such Common Shares in a transaction in which such legends are not required, such legended certificates may thereafter be surrendered to the Warrant Agent in exchange for a certificate which does not bear such legends. The Warrant Agent shall be entitled to assume that Common Shares may be issued pursuant to an effective registration statement under the Securities Act exercise of 1933, as amended, and any Warrant without violating any applicable securities laws legislation and without legending the certificate representing the Common Shares unless the Warrant Agent has received notice in writing from the Corporation stating otherwise and setting forth the restrictions on the exercise of the Warrants and any legend the certificates representing the Common Shares should bear. Notwithstanding the preceding sentence, the Warrant Agent shall be entitled to require legal advice or regulations other evidence satisfactory to the Warrant Agent, of any state counsel to the Corporation with respect to such shares, (ii) in accordance with Securities and Exchange Commission Rule 144, or (iii) upon the issuance to the Company of a favorable opinion of counsel or the submission to the Company of such other evidence as may be satisfactory to the Company that such proposed sale, assignment, encumbrance or other transfer will not be in violation of the Securities Act of 1933, as amended, or any applicable securities laws of any state or any rules or regulations thereunder. Any attempted transfer of this certificate or the shares represented hereby which is in violation of the preceding restrictions will not be recognized by the Company, nor will any transferee be recognized as the owner thereof by the Companylegending requirements.

Securities Restrictions. The Warrant Notwithstanding anything herein contained, no Warrants, or Common Shares acquired by Holder issuable upon the exercise of such Warrants, will be issued if the issuance of such Warrants have not been registered under the Securities Act or Common Shares would constitute a violation of 1933, as amended, or the securities laws of any state. If applicable jurisdiction, and, without limiting the Company, upon advice of counsel, determines such action is necessary or desirable, no Warrant Shares shall be issued to Holder unless, at the time of issuance, Holder (i) represents and warrants that it will acquire the Warrant Shares for investment only and not for purposes of resale or distribution, and (ii) makes such further representations and warranties as are deemed necessary or desirable by the Company with regard to holding and resale generality of the Warrant Shares. Holder shallforegoing, upon the request of Corporation may include any legend on the Company, execute and deliver to the Company an agreement certificates or affidavit to such effect. All certificates DRS Advices representing the Warrants and Common Shares issuable upon exercise of any Warrant Shares issued pursuant to this Agreement shall be marked with the following restrictive legend or similar legend, if such markingif, in the opinion of counsel to the CompanyCorporation, such legend is necessary or desirable: The shares represented by this certificate have not been registered under the Securities Act in order to avoid a violation of 1933, as amended, or the any securities laws of any state. Accordingly, these shares may not be sold, hypothecated, pledged applicable jurisdiction or otherwise transferred except (i) pursuant to an effective registration statement under comply with the Securities Act of 1933, as amended, and any applicable securities laws or regulations requirements of any state with respect stock exchange on which the Common Shares are listed; provided that if, at any time, in the opinion of outside counsel to the Corporation, acting reasonably, such shares, (ii) legends are no longer necessary in accordance with Securities and Exchange Commission Rule 144order to avoid a violation of any such laws, or (iii) upon the issuance holder of any such legended certificate or DRS Advices, at his, her or its expense, provides the Corporation with evidence satisfactory in form and substance to the Company of a favorable Corporation (which may include an opinion of counsel or the submission to the Company of such other evidence as may be recognized standing satisfactory to the Company Corporation) to the effect that such proposed saleholder is entitled to sell or otherwise transfer such securities in a transaction in which such legends are not required, assignment, encumbrance such legended certificates or other transfer will DRS Advices may thereafter be surrendered to the Warrant Agent in exchange for a certificate or DRS Advices that does not bear such legends. The Warrant Agent shall be entitled to assume that the Common Shares may be issued pursuant to the exercise of any Warrant without violating any Applicable Securities Laws and without legending the certificate or DRS Advices representing the Common Shares unless the Warrant Agent has received notice in violation writing from the Corporation stating otherwise and setting forth the restrictions on the exercise of the Securities Act of 1933, as amended, Warrants and any legend the certificates or any applicable securities laws of any state or any rules or regulations thereunder. Any attempted transfer of this certificate or DRS Advices representing the shares represented hereby which is in violation of the preceding restrictions will not be recognized by the Company, nor will any transferee be recognized as the owner thereof by the CompanyCommon Shares should bear.

Securities Restrictions. The Warrant Shares acquired by Holder upon exercise (a) Notwithstanding any other provision of the Warrants have not been registered under the Securities Act of 1933, as amended, or the securities laws of any state. If the Company, upon advice of counsel, determines such action is necessary or desirablethis Agreement, no Warrant Shares shall be issued to Holder unless, at the time shares of issuance, Holder (i) represents and warrants that it will acquire the Warrant Shares for investment only and not for purposes of resale or distribution, and (ii) makes such further representations and warranties as are deemed necessary or desirable Common Stock covered by the Company with regard to holding and resale of the Warrant Shares. Holder shall, upon the request of the Company, execute and deliver to the Company an agreement or affidavit to such effect. All certificates representing the Warrant Shares issued pursuant to this Agreement shall be marked transferable except upon the conditions specified in this Section 3(a), which conditions are intended to insure compliance with the following restrictive provisions of the Securities Act. (b) Each certificate or book-entry notation representing shares of Common Stock covered by this Agreement shall (unless otherwise permitted by the provisions of paragraph (iv) of this Section 3(a)) be stamped or otherwise imprinted with a legend in substantially the form provided in Section 14. (c) The holder of any shares of Common Stock covered by this Agreement agrees, prior to any transfer of any such shares, to give written notice to the Corporation of such holder’s intention to effect such transfer and to comply in all other respects with the provisions of this Section 3(a). Each such notice shall describe the manner and circumstances of the proposed transfer. Upon request by the Corporation, the holder delivering such notice shall deliver a written opinion, addressed to the Corporation, of counsel for the holder of such shares, stating that in the opinion of such counsel (which opinion and counsel shall be reasonably satisfactory to the Corporation) such proposed transfer does not involve a transaction requiring registration or similar legendqualification of such shares under the Securities Act. Such holder of such shares shall be entitled to transfer such shares in accordance with the terms of the notice delivered to the Corporation, if the Corporation does not reasonably object to such markingtransfer and request such opinion within fifteen (15) Business Days after delivery of such notice, in or, if it requests such opinion, does not reasonably object to such transfer within fifteen (15) Business Days after delivery of such opinion. Subject to paragraph (iv) of this Section 3(a), each certificate or other instrument evidencing any such transferred shares of Common Stock shall bear the legend required by paragraph (ii) of this Section 3(a) unless (A) such opinion of counsel to the Companyholder of such shares (which opinion and counsel shall be reasonably acceptable to the Corporation) states that registration of any future transfer is not required by the applicable provisions of the Securities Act or (B) the Corporation shall have waived the requirement of such legend, is necessary which waiver may or desirable: The shares represented may not be given in the Corporation’s absolute discretion. (d) Notwithstanding the foregoing provisions of this Section 3(a), the restrictions imposed by this certificate have not been registered Section 3(a) upon the transferability of any shares of Common Stock covered by this Agreement shall cease and terminate when (A) any such shares are sold or otherwise disposed of pursuant to an effective Registration Statement under the Securities Act, (B) the holder of such shares has met the requirements for transfer of such shares pursuant to Rule 144 under the Securities Act of 1933or (C) the Corporation has notified the holder thereof that the Corporation has irrevocably waived and terminated the restrictions set forth in Section 3 hereof, as amendedwhether because such shares are eligible for sale pursuant to Rule 144 without regard to volume or otherwise in the absolute discretion in the Corporation. Whenever the restrictions imposed by Section 3(a) shall terminate, or the securities laws holder of any state. Accordinglyshares as to which such restrictions have terminated shall be entitled to receive from the Corporation, these shares may without expense, a new certificate (or book-entry notation) not be sold, hypothecated, pledged or otherwise transferred except (i) pursuant to an effective registration statement under bearing the Securities Act of 1933, as amended, restrictive legend set forth in Section 14 and not containing any applicable securities laws or regulations of any state with respect to such shares, (ii) in accordance with Securities and Exchange Commission Rule 144, or (iii) upon the issuance other reference to the Company of a favorable opinion of counsel or the submission to the Company of such other evidence as may be satisfactory to the Company that such proposed sale, assignment, encumbrance or other transfer will not be in violation of the Securities Act of 1933, as amended, or any applicable securities laws of any state or any rules or regulations thereunderrestrictions imposed by this Section 3(a). Any attempted transfer of this certificate or the shares represented hereby which is in violation of the preceding restrictions will not be recognized by the Company, nor will any transferee be recognized as the owner thereof by the Company9 (e) [Intentionally Omitted]. Section 4.

Securities Restrictions. The Notwithstanding anything herein contained, no Common Shares will be issued pursuant to the exercise of any Warrant if the issuance of such Common Shares acquired by Holder would constitute a violation of Applicable Securities Laws, and, without limiting the generality of the foregoing, the Corporation will legend the certificates representing the Common Shares issuable upon exercise of the Warrants have not been registered under the Securities Act of 1933, as amended, or the securities laws of any state. If the Company, upon advice of counsel, determines such action is necessary or desirable, no Warrant Shares shall be issued to Holder unless, at the time of issuance, Holder (i) represents and warrants that it will acquire the Warrant Shares for investment only and not for purposes of resale or distribution, and (ii) makes such further representations and warranties as are deemed necessary or desirable by the Company with regard to holding and resale of the Warrant Shares. Holder shall, upon the request of the Company, execute and deliver to the Company an agreement or affidavit to such effect. All certificates representing the Warrant Shares issued pursuant to this Agreement shall be marked with the following restrictive legend or similar legend, if such markingif, in the opinion of counsel to the CompanyCorporation, such legend is necessary in order to avoid a violation of Applicable Securities Laws or desirable: The shares represented by this certificate have not been registered under to comply with the Securities Act requirements of 1933any stock exchange on which the Common Shares are listed; provided that if, as amendedat any time, in the opinion of outside counsel to the Corporation, acting reasonably, such legends are no longer necessary in order to avoid a violation of any such laws, or the securities laws holder of any state. Accordinglysuch legended certificate, these shares may not be soldat his expense, hypothecated, pledged or otherwise transferred except (i) pursuant to an effective registration statement under provides the Securities Act of 1933, as amended, Corporation and any applicable securities laws or regulations of any state the Corporation’s registrar and transfer agent with respect to such shares, (ii) evidence satisfactory in accordance with Securities form and Exchange Commission Rule 144, or (iii) upon the issuance substance to the Company of a favorable Corporation and the Corporation’s registrar and transfer agent (which may include an opinion of counsel or the submission to the Company of such other evidence as may be recognized standing satisfactory to the Company Corporation and the Corporation’s registrar and transfer agent) to the effect that such proposed saleholder is entitled to sell or otherwise transfer such securities in a transaction in which such legends are not required, assignment, encumbrance or other transfer will such legended certificates may thereafter be surrendered to the Corporation in exchange for a certificate that does not bear such legends. The Warrant Agent shall be entitled to assume that the Common Shares may be issued pursuant to the exercise of any Warrant without violating any Applicable Securities Laws and without legending the certificate representing the Common Shares unless the Warrant Agent has received notice in violation writing from the Corporation stating otherwise and setting forth the restrictions on the exercise of the Securities Act of 1933, as amended, or Warrants and any applicable securities laws of any state or any rules or regulations thereunder. Any attempted transfer of this certificate or legend the shares represented hereby which is in violation of certificates representing the preceding restrictions will not be recognized by the Company, nor will any transferee be recognized as the owner thereof by the CompanyCommon Shares should bear.

Securities Restrictions. The Warrant Notwithstanding anything herein contained, Common Shares acquired by Holder will be issued upon exercise of the Warrants have not been registered under the Securities Act of 1933, as amended, or a Warrant only in compliance with the securities laws of any state. If applicable jurisdiction, including without limitation the CompanyApplicable Securities Laws, upon advice and, without limiting the generality of counselthe foregoing, determines such action is necessary or desirable, no Warrant Shares shall be issued to Holder unless, at the time of issuance, Holder (i) represents and warrants that it Corporation will acquire direct the Warrant Shares for investment only and not for purposes of resale or distribution, and (ii) makes such further representations and warranties as are deemed necessary or desirable by the Company with regard Agent to holding and resale of the Warrant Shares. Holder shall, upon the request of the Company, execute and deliver to the Company an agreement or affidavit to such effect. All legend any certificates representing the Warrant Common Shares issued pursuant to this Agreement shall be marked with the following restrictive legend or similar legend, if such markingif, in the opinion of counsel to the CompanyCorporation acting reasonably, such legend is necessary in order to avoid a violation of the Applicable Securities Laws or desirable: The shares represented by this certificate have not been registered under to comply with the Securities Act requirements of 1933any stock exchange on which the Common Shares are listed; provided that if, as amendedat any time, in the opinion of counsel to the Corporation, acting reasonably, such legends are no longer necessary in order to avoid a violation of any such laws, or the securities laws holder of any state. Accordinglysuch legended certificate, these shares may not be soldat his or her expense, hypothecated, pledged or otherwise transferred except (i) pursuant to an effective registration statement under provides the Securities Act of 1933, as amended, Corporation with evidence in form and any applicable securities laws or regulations of any state with respect to such shares, (ii) in accordance with Securities and Exchange Commission Rule 144, or (iii) upon the issuance to the Company of a favorable opinion of counsel or the submission to the Company of such other evidence as may be substance reasonably satisfactory to the Company Corporation (which may include an opinion of Counsel of recognized standing in form and substance reasonably satisfactory to the Corporation) to the effect that such proposed saleholder is entitled to sell or otherwise transfer such Common Shares in a transaction in which such legends are not required, assignmentsuch legended certificates may thereafter be surrendered to the Warrant Agent in exchange for a certificate which does not bear such legends. The Warrant Agent shall be entitled to assume that Common Shares may be issued pursuant to the exercise of any Warrant without violating any Applicable Securities Laws and without legending the certificate representing the Common Shares unless the Warrant Agent has received notice in writing from the Corporation stating otherwise and setting forth the restrictions on the exercise of the Warrants and any legend the certificates representing the Common Shares should bear. For greater certainty, encumbrance or other transfer will should no Registration Statement be effective under the U.S. Securities Act and no exemption from the registration requirements of the U.S. Securities Act be available such that a Warrantholder may receive freely tradable Common Shares upon exercise of Warrants, the Corporation shall permit the Cashless Exercise of the Warrants held by Warrantholders as set forth in Section 3.4 and shall not be permitted to issue legended Common Shares in violation of the Securities Act of 1933, as amended, or any applicable securities laws of any state or any rules or regulations thereunder. Any attempted transfer of this certificate or the shares represented hereby which is in violation of the preceding restrictions will not be recognized by the Company, nor will any transferee be recognized as the owner thereof by the Companylieu thereof.

Securities Restrictions. The Notwithstanding anything herein contained, no Warrants and no Common Shares will be issued or transferred pursuant to any Warrant if the issuance of such Common Shares acquired by Holder upon exercise or transfer of the such Warrants have not been registered under the Securities Act would constitute a violation of 1933, as amended, or the securities laws of any state. If applicable jurisdiction or the Company, upon advice rules or policies of counsel, determines such action is necessary or desirable, no Warrant Shares shall be issued to Holder unless, at the time of issuance, Holder (i) represents and warrants that it will acquire the Warrant Shares for investment only and not for purposes of resale or distributionany applicable stock exchange, and (ii) makes such further representations and warranties as are deemed necessary or desirable by without limiting the Company with regard to holding and resale generality of the Warrant Shares. Holder shallforegoing, upon in the request of event that the Company, execute and deliver Warrants are transferred or are exercised pursuant to the Company an agreement or affidavit to such effect. All terms of this Indenture, the certificates representing the Warrants and/or the Common Shares thereby issued will bear such legend (to be confirmed in writing by the Corporation to the Warrant Shares issued pursuant to this Agreement shall be marked Agent together with the following restrictive legend or similar legend, if such markingCorporation's written approval of transfers) as may, in the opinion of counsel to the CompanyCorporation, is be necessary or desirable: The shares represented by this certificate have not been registered under the Securities Act in order to avoid a violation of 1933, as amended, or the any securities laws of any state. Accordingly, these shares may not be sold, hypothecated, pledged province in Canada or otherwise transferred except (i) pursuant in the United States or to an effective registration statement under comply with the Securities Act of 1933, as amended, and any applicable securities laws or regulations requirements of any state with respect to such sharesstock exchange on which the Common Shares are listed, (ii) provided that if, at any time, in accordance with Securities and Exchange Commission Rule 144, or (iii) upon the issuance to the Company of a favorable opinion of counsel to the Corporation, such legends are no longer necessary in order to avoid a violation of any such laws, or the submission holder of any such legended certificate, at the holder's expense, provides the Corporation with evidence satisfactory in form and substance to the Company Corporation and the Warrant Agent or the Corporation's transfer agent, as applicable, (which may include without limitation a declaration in the form attached hereto as Schedule "B" or an opinion of such other evidence as may be counsel satisfactory to the Company Corporation and the Warrant Agent or the Corporation's transfer agent, as applicable) to the effect that such proposed saleholder is entitled to sell or otherwise transfer such Warrants or Common Shares in a transaction in which such legends are not required, assignment, encumbrance or other such legended certificate may thereafter be surrendered to the Corporation in exchange for a certificate which does not bear such legend and the Warrant Agent shall effect such transfer will not be in violation upon the written approval of the Securities Act of 1933, as amended, or any applicable securities laws of any state or any rules or regulations thereunder. Any attempted transfer of this certificate or Corporation to the shares represented hereby which is in violation of the preceding restrictions will not be recognized by the Company, nor will any transferee be recognized as the owner thereof by the CompanyWarrant Agent.

Securities Restrictions. The Warrants represented by this Warrant Certificate and the Common Shares acquired by Holder deliverable upon exercise of the Warrants thereof have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or the securities laws of any statestate of the United States. If This Warrant may not be exercised in the CompanyUnited States or by, upon advice of counselor for the account or benefit of, determines a U.S. Person and the underlying Common Shares may not be delivered within the United States unless this Warrant and the underlying Common Shares have been registered under the U.S. Securities Act and all applicable state securities laws or an exemption or exclusion from such action registration requirements is necessary or desirable, no Warrant Shares shall be issued to Holder unless, at the time of issuance, Holder (i) represents available and warrants that it will acquire the Warrant Shares for investment only and not for purposes of resale or distribution, and (ii) makes such further representations and warranties as are deemed necessary or desirable by the Company with regard to holding has received evidence in form and resale of the Warrant Shares. Holder shall, upon the request of the Company, execute and deliver to the Company an agreement or affidavit to such effect. All certificates representing the Warrant Shares issued pursuant to this Agreement shall be marked with the following restrictive legend or similar legend, if such marking, in the opinion of counsel substance reasonably satisfactory to the Company, which evidence may include, without limitation, an opinion of counsel of recognized standing, to the effect that exercise of the Warrant and issuance of the Warrant Shares is necessary exempt or desirable: The shares represented excluded from registration under the U.S. Securities Act (it being acknowledged and agreed to that Sxxxxxx, Rxxx & Zxxxx LLP is a counsel of recognized standing), provided that if the Warrant is being exercised by this certificate have not been the Offshore Purchaser as principal for its own account in an “offshore transaction” within the meaning of Rule 902 of Regulation S, where the representations and warranties of the Offshore Purchaser made in Appendix B to the Securities Purchase Agreement are true and correct in relation to the exercise of the Warrants as of the date of exercise thereof and the Offshore Purchaser represents and warrants to the Company as such by checking box (B) in Section 4 of the Exercise Notice delivered to the Company upon such exercise, no further evidence for the exercise of the Warrants or the issuance of the Warrant Shares will be required. Unless (i) registered under the U.S. Securities Act of 1933, as amended, or the securities laws of any state. Accordingly, these shares may not be sold, hypothecated, pledged or otherwise transferred except (iii) exercised pursuant to an effective registration statement “offshore transaction” within the meaning of Rule 902 of Regulation S at a time when the Company is a “foreign issuer” as defined in Rule 902 of Regulation S and where the Company has received reasonably satisfactory evidence as required for such exercise, as detailed above in this Section 1(d), the certificates representing the Common Shares issuable upon exercise of the Warrants shall bear a legend restricting transfer of the Common Shares under the U.S. Securities Act of 1933, as amended, and any all applicable state securities laws or regulations of any state with respect to such shares, (ii) in accordance with Securities and Exchange Commission Rule 144, or (iii) upon the issuance to the Company of a favorable opinion of counsel or the submission to the Company of such other evidence as may be satisfactory to the Company that such proposed sale, assignment, encumbrance or other transfer will not be in violation of the Securities Act of 1933, as amended, or any applicable securities laws of any state or any rules or regulations thereunder. Any attempted transfer of this certificate or the shares represented hereby which is in violation of the preceding restrictions will not be recognized by the Company, nor will any transferee be recognized as the owner thereof by the Companylaws.

Securities Restrictions. The Warrant (a) No Common Shares acquired by Holder upon exercise or Resulting Issuer Shares will be issued pursuant to the exchange of any Subscription Receipt if the issue of such Common Shares or the issue of Resulting Issuer Shares to the holder thereof would constitute a violation of the Warrants have not been registered under the Securities Act of 1933, as amended, or the securities laws Laws of any state. If jurisdiction and, without limiting the Company, upon advice of counsel, determines such action is necessary or desirable, no Warrant Shares shall be issued to Holder unless, at the time of issuance, Holder (i) represents and warrants that it will acquire the Warrant Shares for investment only and not for purposes of resale or distribution, and (ii) makes such further representations and warranties as are deemed necessary or desirable by the Company with regard to holding and resale generality of the Warrant Shares. Holder shallforegoing, upon the request of the Company, execute and deliver to the Company an agreement or affidavit to such effect. All certificates representing the Warrant Common Shares thereby issued and the Resulting Issuer Shares issued pursuant to this Agreement shall be marked with the following restrictive in respect thereof will bear such legend or similar legend, if such markinglegends as may, in the opinion of counsel to the CompanyCompany or the Resulting Issuer, is as the case may be, be necessary or desirable: The shares represented by this certificate have not been registered under advisable in order to avoid a violation of any Laws of any jurisdiction or to comply with the Securities Act requirements of 1933any stock exchange on which the Common Shares or Resulting Issuer Shares, as amendedapplicable, are then listed, provided that if, at any time, in the opinion of counsel to the Company or the Resulting Issuer, as the case may be, such legend or legends are no longer necessary or advisable in order to avoid a violation of any such Laws or requirements, or the securities laws holder of any state. Accordinglysuch legended certificate, these shares at the expense thereof, provides the Company and the registrar and transfer agent for the Common Shares or the Resulting Issuer Shares, as the case may not be soldbe, hypothecatedwith evidence satisfactory in form and substance to the Company or the Resulting Issuer, pledged as the case may be, and to the registrar and transfer agent for the Common Shares or the Resulting Issuer Shares, as the case may be, to the effect that such holder is entitled to sell or otherwise transferred except (i) pursuant transfer such Common Shares or the Resulting Issuer Shares, as the case may be, in a transaction in which such legend or legends are not required, such legended certificate may thereafter be surrendered to an effective registration statement under the Company or the Resulting Issuer, as the case may be, in exchange for a certificate which does not bear such legend or legends. Neither the Company nor the Resulting Issuer will be required to deliver any Common Shares or Resulting Issuer Shares, either upon the exchange of the Subscription Receipts or otherwise, to any U.S. Purchaser if the Company or the Resulting Issuer determines, in its sole discretion, that doing so may result in any contravention of the U.S. Securities Act or applicable state securities laws, or the U.S. Investment Company Act of 19331940, as amended, and any applicable securities laws or regulations of any state with respect the Company and the Resulting Issuer may instead deliver to such shares, (ii) in accordance with Securities and Exchange Commission Rule 144, or (iii) upon U.S. Purchaser an amount of cash representing the issuance to proceeds of the Company of a favorable opinion of counsel or the submission to the Company sale of such other evidence as may be satisfactory to the Company that such proposed Common Shares or Resulting Issuer Shares, net of expenses of sale, assignment, encumbrance or other transfer will not be in violation of the Securities Act of 1933, as amended, or any applicable securities laws of any state or any rules or regulations thereunder. Any attempted transfer of this certificate or the shares represented hereby which is in violation of the preceding restrictions will not be recognized by the Company, nor will any transferee be recognized as the owner thereof by the Company.

Securities Restrictions. The Warrant Shares acquired by Holder upon exercise Each of Sellers acknowledges that the Warrants have MuniMae Common Shares, if and when issued, will not been be registered under the Securities Act as of 1933, as amended, or the securities laws date of any state. If the Company, upon advice of counsel, determines such action is necessary or desirable, no Warrant Shares shall be issued to Holder unless, at the time of issuance, Holder (i) represents and warrants that it will acquire the Warrant Shares for investment only and not for purposes of resale or distributionissue, and (ii) makes such further representations and warranties as are deemed necessary or desirable by the Company therefore may not be resold without compliance with regard to holding and resale of the Warrant Shares. Holder shall, upon the request of the Company, execute and deliver to the Company an agreement or affidavit to such effect. All certificates representing the Warrant Shares issued pursuant to this Agreement shall be marked with the following restrictive legend or similar legend, if such marking, in the opinion of counsel to the Company, is necessary or desirable: The shares represented by this certificate have not been registered under the Securities Act and any applicable state securities laws. The MuniMae Common Shares are being or will be acquired by each of 1933Sellers solely for his own account and without a view to distribution within the meaning of the Securities Act. Each of Sellers covenants, as amendedwarrants and represents that none of the MuniMae Common Shares will be, directly or the securities laws of any state. Accordinglyindirectly, these shares may not be offered, sold, assigned, pledged, hypothecated, pledged transferred or otherwise transferred disposed of except (i) pursuant to an effective registration statement under after full compliance with all of the Securities Act of 1933, as amended, and any applicable securities laws or regulations of any state with respect to such shares, (ii) in accordance with Securities and Exchange Commission Rule 144, or (iii) upon the issuance to the Company of a favorable opinion of counsel or the submission to the Company of such other evidence as may be satisfactory to the Company that such proposed sale, assignment, encumbrance or other transfer will not be in violation provisions of the Securities Act of 1933, as amended, or any and applicable state securities laws of any state or any and the rules or and regulations thereunder. Any attempted transfer of this certificate or Certificates representing the shares represented hereby which is MuniMae Common Shares shall bear a legend in violation of substantially the preceding restrictions will not be recognized by the Companyfollowing language: THE SHARES REPRESENTED BY THIS CERTIFICATE WERE NOT ISSUED IN A TRANSACTION REGISTERED UNDER THE SECURITIES ACT OF 1933, nor will any transferee be recognized as the owner thereof by the CompanyAS AMENDED ( “1933 ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED HEREBY HAVE BEEN ACQUIRED WITHOUT A VIEW TO DISTRIBUTION WITHIN THE MEANING OF THE 1933 ACT AND MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT AND APPLICABLE STATE SECURITIES LAWS OR, IN THE OPINION OF COUNSEL TO THE COMPANY, IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND SUCH LAWS.