Common use of Issuance of Parent Common Stock Clause in Contracts

Issuance of Parent Common Stock. The Parent Common Stock when issued in connection with the Transactions contemplated herein, will be duly authorized and validly issued, fully paid and non-assessable and will be freely tradable on resale under the Securities Act that will apply to “affiliates” of the Company or Parent, as the term “affiliates” is defined in Rule 144 of the Securities Act, pursuant to Rule 145(c) and (d) of the Securities Act. The Parent Common Stock to be issued in connection with the Arrangement to Company Shareholders including the Parent Common Stock to be issued upon the exercise of the Company RSUs and the Company Warrants will not be subject to any statutory hold or restricted period under Canadian Securities Laws and, subject to restrictions contained therein in respect of “control distributions”, will be freely tradable within Canada by the holders thereof. The Parent Common Stock to be issued in connection with the Arrangement to Company Shareholders in exchange for the Company Common Stock held by them, will not bear any Securities Act restrictive legend, and such Parent Common Stock will not be “restricted securities” as defined under Rule 144 of the Securities Act, other than as may be required for Parent Common Stock issued to persons that were “affiliates” of the Company or Parent prior to the Effective Time or “affiliates” of Parent after the Effective Time. The shares of Parent Common Stock issuable pursuant to the exercise or conversion of securities of Parent exchanged for the Company RSUs and Company Warrants will be “restricted securities” under Rule 144 of the Securities Act, unless the issuance of such shares has been registered by an effective registration statement filed with the SEC under the Securities Act.

Issuance of Parent Common Stock. OR PAYMENT OF CASH CONSIDERATION. (a) The manner in which each Share (other than Shares to be cancelled as set forth in Section 2.1(d)) shall be converted into Parent Common Stock when issued or, if the Alternative Consideration contemplated by Section 2.2 hereof is applicable, the right to receive the Alternative Consideration in connection with the Transactions contemplated herein, will Merger shall be duly authorized and validly issued, fully paid and non-assessable and will be freely tradable on resale under the Securities Act that will apply to “affiliates” of the Company as set forth in this Section 2.3. (b) No certificates or Parent, as the term “affiliates” is defined in Rule 144 of the Securities Act, pursuant to Rule 145(c) and (d) of the Securities Act. The Parent Common Stock to be issued in connection with the Arrangement to Company Shareholders including the Parent Common Stock to be issued upon the exercise of the Company RSUs and the Company Warrants will not be subject to any statutory hold or restricted period under Canadian Securities Laws and, subject to restrictions contained therein in respect of “control distributions”, will be freely tradable within Canada by the holders thereof. The Parent Common Stock to be issued in connection with the Arrangement to Company Shareholders in exchange for the Company Common Stock held by them, will not bear any Securities Act restrictive legend, and such Parent Common Stock will not be “restricted securities” as defined under Rule 144 of the Securities Act, other than as may be required for Parent Common Stock issued to persons that were “affiliates” of the Company or Parent prior to the Effective Time or “affiliates” of Parent after the Effective Time. The scrip representing fractional shares of Parent Common Stock issuable shall be issued upon the surrender for exchange of Certificates representing Shares, no dividend or distribution with respect to shares shall be payable on or with respect to any fractional share and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a stockholder of Parent. In lieu of any such fractional share of Parent Common Stock, Parent shall pay to each former stockholder of the Company who otherwise would be entitled to receive a fractional share of Parent Common Stock an amount in cash determined by 0139329.08-01S2a 15 20 multiplying (i) the Average Parent Share Price on the date on which the Effective Time occurs by (ii) the fractional interest in a share of Parent Common Stock to which such holder would otherwise be entitled. (c) Parent shall designate a bank or trust company to act as agent for the holders of shares of Company Common Stock in connection with the Merger (the "Exchange Agent") to receive the shares of Parent Common Stock and the Cash Adjustment Amount, if any, or the Alternative Consideration, as the case may be, and any Additional Consideration to which holders of shares of Company Common Stock shall become entitled pursuant to this Article II. (d) As soon as reasonably practicable after the exercise Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate whose shares were converted pursuant to this Article II into the right to receive the Merger Consideration (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration and any Additional Consideration contemplated by Section 2.2(c). Upon surrender of a Certificate for cancellation to the Exchange Agent or conversion to such other agent or agents as may be appointed by Parent, together with such letter of securities transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration and any Additional Consideration contemplated by Section 2.2(c) for each share of Company Common Stock formerly represented by such Certificate and the Certificate so surrendered shall forthwith be cancelled. If payment of the Merger Consideration and any Additional Consideration contemplated by Section 2.2(c) is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration and any Additional Consideration contemplated by 0139329.08-01S2a 16 21 Section 2.2(c) to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. (e) Immediately following the Effective Time, Parent shall deliver, in trust, to the Exchange Agent, for the benefit of the holders of Shares, (i) certificates representing an aggregate number of shares of Parent exchanged Common Stock as nearly as practicable equal to the product of the Exchange Ratio and the number of Shares to be converted into Parent Common Stock as determined by this Article II plus, if applicable, the Cash Adjustment Amount multiplied by the number of Shares to be converted into Parent Common Stock as determined by this Article II or (ii) if the Alternative Consideration contemplated by Section 2.2 hereof is applicable, certificates representing an aggregate number of shares of Parent Common Stock as nearly as practicable equal to the product of the Adjusted Exchange Ratio and the number of Shares to be converted into Parent Common Stock as determined by this Article II, plus an amount of cash equal to the product of the Adjusted Alternative Cash Consideration and the number of Shares to be converted into the Adjusted Alternative Cash Consideration pursuant to this Article II. In addition, Parent shall deliver to the Exchange Agent the aggregate amount of any Additional Consideration to be paid to holders of Shares. As soon as practicable after the Effective Time, each holder of Shares converted into Parent Common Stock (plus the Cash Adjustment Amount, if applicable or any Additional Consideration, if applicable) or cash pursuant to this Article II, upon surrender to the Exchange Agent of one or more Certificates for such Shares for cancellation, shall be entitled to receive either certificates representing the Company RSUs number of shares of Parent Common Stock into which such Shares shall have been converted in the Merger (plus the Cash Adjustment Amount, if applicable, or any Additional Consideration, if applicable) or, in case the Alternative Consideration contemplated by Section 2.2 is applicable the cash (including any Additional Consideration, if applicable) and Company Warrants certificates representing the number of shares of Parent Common Stock into which such Shares shall have been converted in the Merger. No dividends or distributions that have been declared will be “restricted securities” under Rule 144 paid to persons entitled to receive certificates for 0139329.08-01S2a 17 22 shares of Parent Common Stock until such persons surrender their Certificates for Shares, at which time all such dividends shall be paid. In no event shall the Securities Actpersons entitled to receive such dividends be entitled to receive interest on such dividends. Notwithstanding the foregoing, unless neither the issuance Exchange Agent nor any party hereto shall be liable to a holder of Shares for any Parent Common Stock, Alternative Consideration or dividends thereon delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. (f) At any time following nine months after the Effective Time, the Surviving Corporation shall be entitled to require the Exchange Agent to deliver to it any shares of Parent Common Stock or funds (including any interest received with respect thereto) which had been made available to the Exchange Agent and which have not been disbursed to holders of Certificates, and thereafter such shares has been registered by an effective registration statement filed holders shall be entitled to look to the Surviving Corporation and Parent (subject to abandoned property, escheat or other similar laws) only with respect to the SEC under the Securities ActMerger Consideration payable or issuable upon due surrender of their Certificates, without any interest thereon.

Issuance of Parent Common Stock. (a) The manner in which each share of Company Common Stock (other than shares to be canceled as set forth in Section 2.1(e)) will be converted into Parent Common Stock when issued shall be as set forth in connection with the Transactions contemplated herein, will be duly authorized and validly issued, fully paid and non-assessable and will be freely tradable on resale under the Securities Act that will apply to “affiliates” of the Company this Section 2.2. (b) No certificates or Parent, as the term “affiliates” is defined in Rule 144 of the Securities Act, pursuant to Rule 145(c) and (d) of the Securities Act. The Parent Common Stock to be issued in connection with the Arrangement to Company Shareholders including the Parent Common Stock to be issued upon the exercise of the Company RSUs and the Company Warrants will not be subject to any statutory hold or restricted period under Canadian Securities Laws and, subject to restrictions contained therein in respect of “control distributions”, will be freely tradable within Canada by the holders thereof. The Parent Common Stock to be issued in connection with the Arrangement to Company Shareholders in exchange for the Company Common Stock held by them, will not bear any Securities Act restrictive legend, and such Parent Common Stock will not be “restricted securities” as defined under Rule 144 of the Securities Act, other than as may be required for Parent Common Stock issued to persons that were “affiliates” of the Company or Parent prior to the Effective Time or “affiliates” of Parent after the Effective Time. The scrip representing fractional shares of Parent Common Stock issuable shall be issued upon the surrender for exchange of Certificates representing shares of Company Common Stock, no dividend or distribution with respect to shares shall be payable on or with respect to any fractional share and such fractional share interests shall not entitle the owner thereof to vote or to exercise any other rights of a stockholder of Parent. In lieu of any such fractional shares, each holder of Company Common Stock who otherwise would be entitled to receive a fractional share of Parent Common Stock pursuant to the exercise Merger will be paid an amount in cash equal to such fractional interest multiplied by the Average Parent Share Price. As soon as practicable after the determination of the amount of cash to be paid to former stockholders of the Company in lieu of any fractional interests, Parent shall make available to the Exchange Agent (as defined below), which shall in turn make available in accordance with this Agreement, such amounts to such former stockholders. (c) Parent shall designate a bank or conversion trust company to act as agent for the holders of securities shares of Company Common Stock in connection with the Merger (the "Exchange Agent") to receive the shares of Parent exchanged Common Stock to which holders of shares of Company Common Stock shall become entitled pursuant to this Article II. (d) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate whose shares were converted pursuant to this Article II into the right to receive the Merger Consideration (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each share of Company RSUs Common Stock formerly represented by such Certificate and the Certificate so surrendered shall forthwith be canceled. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. (e) Immediately following the Effective Time, Parent shall deliver, in trust, to the Exchange Agent, for the benefit of the holders of shares of Company Warrants Common Stock, (i) certificates representing an aggregate number of shares of Parent Common Stock as nearly as practicable equal to the product of the Exchange Rate and the number of shares of Company Common Stock to be converted into Parent Common Stock as determined by this Article II. As soon as practicable after the Effective Time, each holder of shares of Company Common Stock converted into Parent Common Stock, upon surrender to the Exchange Agent of one or more Certificates for such shares for cancellation, shall be entitled to receive certificates representing the number of shares of Parent Common Stock into which such shares of Company Common Stock shall have been converted in the Merger. No dividends or distributions that have been declared will be “restricted securities” under Rule 144 paid to persons entitled to receive certificates for shares of Parent Common Stock until such persons surrender their Certificates for shares of Company Common Stock, at which time all such dividends shall be paid. In no event shall the Securities Actpersons entitled to receive such dividends be entitled to receive interest on such dividends. Notwithstanding the foregoing, unless neither the issuance Exchange Agent nor any party hereto shall be liable to a holder of shares of Company Common Stock for any Parent Common Stock or dividends thereon delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. (f) At any time following nine months after the Effective Time, the Surviving Corporation shall be entitled to require the Exchange Agent to deliver to it any shares of Parent Common Stock or funds (including any interest received with respect thereto) which had been made available to the Exchange Agent and which have not been disbursed to holders of Certificates, and thereafter such shares has been registered by an effective registration statement filed holders shall be entitled to look to the Surviving Corporation and Parent (subject to abandoned property, escheat or other similar laws) only with respect to the SEC under the Securities ActMerger Consideration payable or issuable upon due surrender of their Certificates, without any interest thereon.