Common use of EXERCISE OF THE SHARE OPTION Clause in Contracts

EXERCISE OF THE SHARE OPTION. 6.1 The Share Option may be exercised by the Optionee in accordance with the provisions hereof in whole or in part, from time to time, by delivery of written notice of such exercise and by tendering the payment therefor in cash or by certified cheque to the Corporation its corporate office located in Carpinteria, California. Such notice shall be in the form attached hereto and shall state the number of the Option Shares with respect to which the Share Option is then being exercised. The Share Option shall be deemed for all purposes to have been exercised to the extent stated in such notice upon delivery of the notice and a tender of payment in full, notwithstanding any delay in the issuance and delivery of the certificates for the Shares so purchased. 6.2 The Share Option and all Option Shares issued upon the exercise of the Share Option are subject to any resale restrictions under applicable securities law or pursuant to the policies of the TSX. 6.3 The Optionee acknowledges that any Option Shares issued upon exercise of the Share Option will bear the following legend (in addition to any other legend required by the laws of the jurisdiction in which the holder resides): “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”) AND MAY BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUE ONLY (i) TO THE CORPORATION; (ii) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OR REGULATION S UNDER THE A933 ACT; (iii) IN ACCORDANCE WITH RULE 144 UNDER THE 1933 ACT; OR (iv) IN A TRANSACTION THAT IS OTHERWISE EXEMPT FROM REGISTRATION UNDER THE ACT AND STATE SECURITIES LAWS, PROVIDED THE CORPORATION SHALL HAVE RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO IT AS TO THE AVAILABILITY OF THE EXEMPTIONS RELIED ON.”

EXERCISE OF THE SHARE OPTION. 6.1 8.01 The Share Option may be exercised by the Optionee in accordance with the Plan and the provisions hereof in whole or in parthereof, from time to time, by delivery of written notice of such exercise exercise, substantially in the form attached hereto, and by tendering the payment therefor in by cash or by certified cheque to the Corporation at its corporate principal office located or registered office in Carpinteriathe City of Calgary, Californiain the Province of Alberta. Such notice shall be in the form attached hereto and shall state the number of the Option Shares with respect to which the Share Option is then being exercised. The Share Option shall be deemed for all purposes to have been exercised to the extent stated in such notice upon delivery of the notice and a tender of payment in full, notwithstanding any delay in the issuance and delivery of the certificates for the Shares so purchased. In the event that there should be a reduction of the exercise price for the Share Option granted hereunder, prior to such amendment in the exercise price becoming effective, the approval of “disinterested” shareholders of the Corporation shall be obtained for the reduction of the exercise price; provided, however, that such “disinterested” shareholder approval is then a requirement of any stock exchange on which the Shares are then listed or other regulatory body having jurisdiction. 6.2 The Share Option and all Option Shares issued upon the 8.02 As soon as practicable after exercise of the Share Option, the Corporation shall cause to be delivered to the Optionee or to the Optionee’s legal personal representative, or as otherwise directed in the notice of exercise, a certificate or certificates in the name of such person representing the number of Shares in respect of which the Share Option are has been exercised; provided that the Corporation’s obligation to issue or deliver the Shares under the Share Option is subject to any resale restrictions such compliance by the Corporation and the Optionee, or his or her legal personal representative, as the Corporation deems necessary or advisable under applicable securities law or pursuant all laws, rules and regulations applying to the policies authorization, issuance, listing or sale of securities, and such obligation is also subject, if applicable, to the acceptance for listing of the TSX. 6.3 The Optionee acknowledges that any Option Shares to be issued upon exercise of the Share Option will bear the following legend (in addition to any other legend required by the laws of the jurisdiction in each stock exchange upon which the holder resides): “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”) AND MAY BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUE ONLY (i) TO THE CORPORATION; (ii) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OR REGULATION S UNDER THE A933 ACT; (iii) IN ACCORDANCE WITH RULE 144 UNDER THE 1933 ACT; OR (iv) IN A TRANSACTION THAT IS OTHERWISE EXEMPT FROM REGISTRATION UNDER THE ACT AND STATE SECURITIES LAWS, PROVIDED THE CORPORATION SHALL HAVE RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO IT AS TO THE AVAILABILITY OF THE EXEMPTIONS RELIED ONCorporation’s securities are then listed for trading. Nothing herein contained or done pursuant hereto shall obligate the Optionee to purchase and or pay for any Shares except those Shares in respect of which the Share Option shall have been exercised as hereinbefore provided.”