Common use of First Trade Clause in Contracts

First Trade. The first trade of the Warrants or the common shares acquired upon the exercise thereof by the holder thereof will be exempt from the prospectus requirements of applicable Canadian securities laws provided that: (a) the Borrower is and has been a reporting issuer in a jurisdiction of Canada for at least four months immediately preceding the date of such trade; (b) at least four months have elapsed from the distribution date (as defined in NI 45-102) of the Warrants; (c) certificates representing the Warrants, and certificates representing the common shares issued upon exercise thereof on or within four months after the Closing Date, were issued with a legend stating the prescribed restricted period in accordance with Section 2.5(2)3(i) of NI 45-102; (d) such trade is not a control distribution as defined in NI 45-102; (e) no unusual effort is made to prepare the market or to create a demand for the securities that are the subject of the trade; (f) no extraordinary commission or consideration is paid to a Person in respect of such trade; and (g) if the selling security holder is an insider or officer of the Borrower, the selling security holder has no reasonable grounds to believe that the Borrower is in default of any Canadian securities laws.