Common use of Prohibition on Exercise by U Clause in Contracts

Prohibition on Exercise by U. S. Persons; Legended Certificates‌ (1) Warrants may not be exercised within the United States or by or on behalf of, or for the account or benefit of, any U.S. Person or person in the United States, except in transaction exempt from the registration requirements of the U.S. Securities Act and applicable state securities laws and in compliance with the certifications and requirements set forth in the Exercise Notice. A Warrantholder exercising Warrants pursuant to Box (C) of the Exercise Notice must deliver to the Company and the Company’s transfer agent an opinion of counsel (which will not be sufficient unless it is in form and substance reasonably satisfactory to the Company and the Company’s transfer agent) or such other evidence reasonably satisfactory to the Company and the Company’s transfer agent to the effect that the issuance of the Common Shares to be delivered upon exercise of the Warrants is not required to be registered under the U.S. Securities Act.‌ (2) Certificates representing Common Shares issued upon the exercise of Warrants which bear the legend set forth in Section 2.8(1) or which are issued and delivered pursuant to Section 3.3(1) shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO MIND CURE HEALTH INC. (THE “CORPORATION”), (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH LOCAL LAWS AND REGULATIONS, (C) IN ACCORDANCE WITH (1) RULE 144A UNDER THE U.S. SECURITIES ACT, OR (2) RULE 144 UNDER THE U.S. SECURITIES ACT AND, IN EACH CASE, IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C)(2) OR (D) ABOVE, A LEGAL OPINION SATISFACTORY TO THE CORPORATION MUST FIRST BE PROVIDED TO COMPUTERSHARE TRUST COMPANY OF CANADA TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA." provided that, if Common Shares that are issued upon exercise of the Warrants are being sold outside the United States in accordance with Rule 904 of Regulation S, this legend may be removed by the transferor providing a declaration to the Company's transfer agent in the form the Company may prescribe from time to time, and if required by the Company's transfer agent, an opinion of counsel, of recognized standing reasonably satisfactory to the Company and the Company's transfer agent, that the proposed transfer may be effected without registration under the U.S. Securities Act.

Prohibition on Exercise by U. S. Persons; Legended Certificates‌Certificates (1) The Warrants have not been and will not be registered under the U.S. Securities Act or any United States state securities laws and may not be exercised within in the United States or by or on behalf of, or for the account or benefit of, any a U.S. Person Persons or a person in the United States, except in transaction exempt States unless an exemption from the such registration requirements of the U.S. Securities Act and applicable state securities laws and is available. (2) Warrants may not be exercised except in compliance with the certifications and requirements set forth herein, in the Warrant Certificate and in the Exercise Notice. A Warrantholder exercising Warrants pursuant to Box (C) of the Exercise Notice must deliver to the Company and the Company’s transfer agent an opinion of counsel (which will not be sufficient unless it is in form and substance reasonably satisfactory to the Company and the Company’s transfer agent) or such other evidence reasonably satisfactory to the Company and the Company’s transfer agent to the effect that the issuance of the Common Shares to be delivered upon exercise of the Warrants is not required to be registered under the U.S. Securities Act.‌attached thereto. (23) Certificates representing Common Warrant Shares issued upon the exercise of Warrants which bear the legend set forth in Section 2.8(1) or which are issued and delivered pursuant to Section 3.3(13.3(2) shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO MIND CURE HEALTH VERSES TECHNOLOGIES INC. (THE “CORPORATION”), ) (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH LOCAL LAWS AND REGULATIONS, (C) WITHIN THE UNITED STATES IN ACCORDANCE WITH (1) RULE 144A UNDER THE U.S. SECURITIES ACT, OR (2) RULE 144 UNDER THE U.S. SECURITIES ACT AND, IN EACH CASE, IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C)(2) OR (D) ABOVE, A LEGAL OPINION SATISFACTORY TO THE CORPORATION MUST FIRST BE PROVIDED TO COMPUTERSHARE ENDEAVOR TRUST COMPANY OF CANADA CORPORATION TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. PROVIDED THAT THE CORPORATION IS A “FOREIGN ISSUER” WITHIN THE MEANING OF REGULATION S UNDER THE U.S. SECURITIES ACT A THE TIME OF SALE, A NEW CERTIFICATE BEARING NO LEGEND, MAY BE OBTAINED FROM THE CORPORATION’S TRANSFER AGENT UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO THE CORPORATION’S TRANSFER AGENT AND THE CORPORATION TO THE EFFECT THAT THE SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S OF THE U.S. SECURITIES ACT. THE CORPORATION’S TRANSFER AGENT MAY REQUIRE AN OPINION OF COUNSEL, OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO IT, IN CONNECTION WITH ANY OFFER, SALE OR TRANSFER OF THE SECURITIES BY THE HOLDER HEREOF." provided that, if Common Shares that are issued upon exercise of the Warrants are being sold outside the United States in accordance with Rule 904 of Regulation S, this legend may be removed by the transferor providing a declaration to the Company's transfer agent in the form the Company may prescribe from time to time, and if required by the Company's transfer agent, an opinion of counsel, of recognized standing reasonably satisfactory to the Company and the Company's transfer agent, that the proposed transfer may be effected without registration under the U.S. Securities Act.”

Prohibition on Exercise by U. S. Persons; Legended Certificates‌ (1) The Warrants have not been and will not be registered under the U.S. Securities Act or any United States state securities laws and may not be exercised within in the United States or by or on behalf of, or for the account or benefit of, any a U.S. Persons or a person in the United States unless an exemption from such registration requirements is available. (2) Notwithstanding Section 3.3(1), may be exercised in the United States or by or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States, except provided that the Warrants are exercised in transaction exempt from the registration requirements of the U.S. Securities Act and applicable state securities laws and in compliance accordance with the certifications and requirements set forth in the Exercise Notice. A Warrantholder exercising Warrants pursuant to Box (C) box B, C or D of the Exercise Notice must deliver to the Company and the Company’s transfer agent an opinion of counsel (which will not be sufficient unless it is in form and substance reasonably satisfactory to the Company and the Company’s transfer agent) or such other evidence reasonably satisfactory to the Company and the Company’s transfer agent to the effect that Corporation has approved the issuance of the Common Shares to be delivered upon exercise of the Warrants is not required to be registered under the U.S. Securities Act.‌Warrant Shares. (23) Certificates representing Common Warrant Shares issued upon the exercise of Warrants which bear Warrants, pursuant to Box B, C or D of the legend set forth in Section 2.8(1) or Exercise Form attached as Schedule “B”, and which are issued and delivered pursuant to Section 3.3(13.3(2) shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), ) OR ANY STATE SECURITIES LAWS, AND THE SECURITIES REPRESENTED HEREBY MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO MIND CURE HEALTH INC. (THE “CORPORATION”), (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE U.S. SECURITIES ACT AND IS AVAILABLE FOR RESALE OF THE SECURITIES, (D) IN ACCORDANCE COMPLIANCE WITH (1) RULE 144A AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT, OR (2) INCLUDING RULE 144 UNDER THE U.S. SECURITIES ACT THEREUNDER, IF AVAILABLE, OR RULE 144A THEREUNDER, IF AVAILABLE, AND, IN EACH CASE, IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (DE) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, PROVIDED . THE HOLDER FURTHER UNDERSTANDS AND AGREES THAT IN THE CASE EVENT OF TRANSFERS A TRANSFER PURSUANT TO THE FOREGOING CLAUSE (C)(2D) OR (D) ABOVEE), THE CORPORATION WILL REQUIRE A LEGAL OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE SATISFACTORY TO THE CORPORATION MUST FIRST BE PROVIDED TO COMPUTERSHARE TRUST COMPANY OF CANADA TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA." provided that, if Common Shares that are issued upon exercise of the Warrants are being sold outside the United States in accordance with Rule 904 of Regulation S, this legend may be removed by the transferor providing a declaration to the Company's transfer agent in the form the Company may prescribe from time to time, and if required by the Company's transfer agent, an opinion of counsel, of recognized standing reasonably satisfactory to the Company and the Company's transfer agent, that the proposed transfer may be effected without registration under the U.S. Securities Act.”

Prohibition on Exercise by U. S. Persons; Legended Certificates‌Certificates (1) Subject to Section 3.3(2) below, (i) Warrants may not be exercised within the United States or by or on behalf of, or for the account or benefit of, of any U.S. Person Person; and (ii) no Common Shares issued upon exercise of Warrants may be delivered to any address in the United States. (2) Notwithstanding Section 3.3(1), Warrants which bear the legend set forth in Section 2.8(1) may be exercised in the United States or person by or on behalf of a U.S. Person, and Common Shares issued upon exercise of any such Warrants may be delivered to an address in the United States, except provided that (a) the Person exercising the Warrants is an institutional “accredited investor” that satisfies one or more of the criteria set forth in transaction exempt from the registration requirements Rule 501(a)(1), (2), (3) or (7) of Regulation D or is a “qualified purchaser” as defined in Section 2(a)(51) of the U.S. Securities Investment Company Act and applicable state securities laws (b) delivers a completed and executed U.S. Purchaser Letter or provides in form and substance satisfactory to the Corporation and Warrant Agent a legal opinion which confirms that issuance of shares is in compliance with the certifications applicable state laws and requirements set forth in the Exercise Notice. A Warrantholder exercising Warrants pursuant to Box (C) of the Exercise Notice must deliver to the Company and the Company’s transfer agent an opinion of counsel (which will not be sufficient unless it is in form and substance reasonably satisfactory to the Company and the Company’s transfer agent) or such other evidence reasonably satisfactory to the Company and the Company’s transfer agent to the effect that the issuance of the Common Shares to be delivered upon exercise of the Warrants is not required to be registered under the U.S. Securities Act.‌Act. (23) Certificates representing Common Shares issued upon the exercise of Warrants which bear the legend set forth in Section 2.8(1) or and which are issued and delivered pursuant to Section 3.3(13.3(2) shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO MIND CURE HEALTH INCREVIVE THERAPEUTICS LTD. (THE “CORPORATION”), ) (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH LOCAL LAWS AND REGULATIONS, (C) WITHIN THE UNITED STATES IN ACCORDANCE WITH (1) RULE 144A UNDER THE U.S. SECURITIES ACT, OR (2) RULE 144 UNDER THE U.S. SECURITIES ACT AND, IN EACH CASE, IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C)(2) OR (D) ABOVE, A LEGAL OPINION SATISFACTORY TO THE CORPORATION MUST FIRST BE PROVIDED TO COMPUTERSHARE TRUST COMPANY OF CANADA TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA." provided that. PROVIDED THAT THE CORPORATION IS A “FOREIGN ISSUER” WITHIN THE MEANING OF REGULATION S UNDER THE U.S. SECURITIES ACT A THE TIME OF SALE, if Common Shares that are issued upon exercise of the Warrants are being sold outside the United States in accordance with Rule A NEW CERTIFICATE BEARING NO LEGEND, MAY BE OBTAINED FROM THE CORPORATION’S TRANSFER AGENT UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO THE CORPORATION’S TRANSFER AGENT AND THE CORPORATION TO THE EFFECT THAT THE SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLINACE WITH RULE 904 of Regulation SOF REGULATION S OF THE U.S. SECURITIES ACT. THE CORPORATION’S TRANSFER AGENT MAY REQUIRE AN OPINION OF COUNSEL, this legend may be removed by the transferor providing a declaration to the Company's transfer agent in the form the Company may prescribe from time to timeOF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO IT, and if required by the Company's transfer agentIN CONNECTION WITH ANY OFFER, an opinion of counsel, of recognized standing reasonably satisfactory to the Company and the Company's transfer agent, that the proposed transfer may be effected without registration under the U.S. Securities Act.SALE OR TRANSFER OF THE SECURITIES BY THE HOLDER HEREOF”

Prohibition on Exercise by U. S. Persons; Legended Certificates‌Certificates (1) Subject to Section 3.3(2) below, (i) Warrants may not be exercised within the United States or by or on behalf of, or for the account or benefit of, of any U.S. Person Person; and (ii) no Warrant Shares issued upon exercise of Warrants may be delivered to any address in the United States. (2) Notwithstanding Section 3.3(1), Warrants may be exercised in the United States or person by or on behalf of a U.S. Person, and Warrant shares issued upon exercise of any such Warrants may be delivered to an address in the United States, except provided that (a) the Person exercising the Warrants is an institutional "accredited investor" that satisfies one or more of the criteria set forth in transaction exempt from the registration requirements Rule 501(a)(1), (2), (3) or (7) of Regulation D or is a "qualified purchaser" as defined in Section 2(a)(51) of the U.S. Securities Investment Company Act and applicable state securities laws (b) delivers a completed and executed U.S. Purchaser Letter or provides in form and substance satisfactory to the Corporation and Warrant Agent a legal opinion which confirms that issuance of shares is in compliance with the certifications applicable state laws and requirements set forth in the Exercise Notice. A Warrantholder exercising Warrants pursuant to Box (C) of the Exercise Notice must deliver to the Company and the Company’s transfer agent an opinion of counsel (which will not be sufficient unless it is in form and substance reasonably satisfactory to the Company and the Company’s transfer agent) or such other evidence reasonably satisfactory to the Company and the Company’s transfer agent to the effect that the issuance of the Common Shares to be delivered upon exercise of the Warrants is not required to be registered under the U.S. Securities Act.‌Act. (23) Certificates representing Common Warrant Shares issued upon the exercise of Warrants which bear the legend set forth in Section 2.8(1) or which are issued and delivered pursuant to Section 3.3(13.3(2) shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO MIND CURE HEALTH ▇▇▇▇ DATA SOLUTIONS INC. (THE “CORPORATION”), ) (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH LOCAL LAWS AND REGULATIONS, (C) WITHIN THE UNITED STATES IN ACCORDANCE WITH WITH (1) RULE 144A UNDER THE U.S. SECURITIES ACT, OR (2) RULE 144 UNDER THE U.S. SECURITIES ACT AND, IN EACH CASE, IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C)(2) OR (D) ABOVE, A LEGAL OPINION SATISFACTORY TO THE CORPORATION MUST FIRST BE PROVIDED TO COMPUTERSHARE TRUST COMPANY OF CANADA TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA." provided that. PROVIDED THAT THE CORPORATION IS A “FOREIGN ISSUER” WITHIN THE MEANING OF REGULATION S UNDER THE U.S. SECURITIES ACT A THE TIME OF SALE, if Common Shares that are issued upon exercise of the Warrants are being sold outside the United States in accordance with Rule A NEW CERTIFICATE BEARING NO LEGEND, MAY BE OBTAINED FROM THE CORPORATION’S TRANSFER AGENT UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO THE CORPORATION’S TRANSFER AGENT AND THE CORPORATION TO THE EFFECT THAT THE SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH RULE 904 of Regulation SOF REGULATION S OF THE U.S. SECURITIES ACT. THE CORPORATION’S TRANSFER AGENT MAY REQUIRE AN OPINION OF COUNSEL, this legend may be removed by the transferor providing a declaration to the Company's transfer agent in the form the Company may prescribe from time to timeOF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO IT, and if required by the Company's transfer agentIN CONNECTION WITH ANY OFFER, an opinion of counsel, of recognized standing reasonably satisfactory to the Company and the Company's transfer agent, that the proposed transfer may be effected without registration under the U.S. Securities Act.SALE OR TRANSFER OF THE SECURITIES BY THE HOLDER HEREOF”

Prohibition on Exercise by U. S. Persons; Legended Certificates‌Certificates 1) Subject to Section 3.3(2), (1a) Warrants may not be exercised within the United States or by or on behalf of, or for the account or benefit of, of any U.S. Person Person, and (b) no Common Shares issued upon exercise of Warrants may be delivered to any address in the United States.‌ 2) Notwithstanding Section 3.2(2) or Section 3.3(1), (i) Warrants may be exercised in the United States or by or on behalf of a person in the United States, except and (ii) Common Shares issued upon exercise of any such Warrants may be delivered to an address in transaction exempt from the registration requirements United States, provided that the person exercising the Warrants makes the representation and warranties applicable to it either Box B or Box C or Box D of the U.S. Securities Act and applicable state securities laws and in compliance with the certifications and requirements set forth in the Exercise Notice. A Warrantholder exercising Warrants pursuant to Box (C) of The Warrant Agent shall rely without further investigation on the Exercise Notice must deliver Form (Schedule B hereof) to the Company and the Company’s transfer agent an opinion of counsel (which will not be sufficient unless it is in form and substance reasonably satisfactory to the Company and the Company’s transfer agent) or such other evidence reasonably satisfactory to the Company and the Company’s transfer agent to the effect that the issuance of the Common Shares to be delivered upon exercise of the Warrants is not required to be registered under the U.S. Securities Act.‌determine if these exceptions are applicable. (23) Certificates representing Common Shares issued upon the exercise of Warrants which bear the US legend set forth in Section 2.8(1) or which are issued and delivered pursuant to Section 3.3(1) shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR ANY STATE . THESE SECURITIES LAWS, AND MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO MIND CURE HEALTH INC. (THE “CORPORATION”)COMPANY, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) IN ACCORDANCE COMPLIANCE WITH (1) RULE 144A UNDER THE U.S. SECURITIES ACT, OR (2) RULE 144 EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT ANDPROVIDED BY (i) RULE 144, OR (ii) RULE 144A THEREUNDER, IF AVAILABLE, AND IN EACH CASE, IN COMPLIANCE ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN ANOTHER A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT AND THE HOLDER HAS, PRIOR TO ANY TRANSFER OR SALE CONTEMPLATED IN THE CASE OF TRANSFERS PURSUANT TO (C)(2C) OR (D) ABOVE, A LEGAL FURNISHED TO THE COMPANY AND THE COMPANY’S TRANSFER AGENT AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE CORPORATION MUST FIRST BE PROVIDED TO COMPUTERSHARE TRUST COMPANY OF CANADA TO AND THE EFFECT THAT SUCH COMPANY’S TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWSAGENT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA." provided that, if Common Shares that are issued upon exercise of the Warrants are being sold outside the United States in accordance with Rule 904 of Regulation S, this . such legend may be removed by the transferor providing a declaration delivering to the Company's transfer agent in the form the Company may prescribe from time to time, and if required by the Company's transfer agent, Warrant Agent an opinion of counsel, counsel of recognized standing reasonably in form and substance satisfactory to the Company and Warrant Agent, to the Company's transfer agent, effect that the proposed transfer may be effected without registration legend is no longer required under applicable requirements of the U.S. Securities Act.