Common use of Prohibition on Exercise by U Clause in Contracts

Prohibition on Exercise by U. S. Persons; Legended Certificates (1) Subject to Section 3.3(2) below, (i) Warrants may not be exercised within the United States or by or on behalf of any U.S. 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 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, provided that (a) the Person exercising the Warrants is an institutional “accredited investor” that satisfies one or more of the criteria set forth in 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. Investment Company Act and (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 applicable state laws and the U.S. Securities Act. (3) Certificates representing Common Shares issued upon the exercise of Warrants which bear the legend set forth in Section 2.8(1) and which are issued and delivered pursuant to Section 3.3(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 REVIVE 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 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 COMPLINACE 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”

Prohibition on Exercise by U. S. Persons; Legended Certificates (1) Subject to Section 3.3(2) below, (ia) Warrants may not be exercised within the United States or by or on behalf of any U.S. Person; and (iib) no Common Shares issued upon exercise of Warrants may be delivered to any address in the United States. (2) i. Notwithstanding Section 3.3(1), (a) Warrants which bear the legend set forth in Section 2.8(1) may be exercised in the United States or by or on behalf of a U.S. Person, and (b) Common Shares issued upon exercise of any such Warrants may be delivered to an address in the United States, provided that (a) an exemption is available from the Person exercising the Warrants is an institutional “accredited investor” that satisfies one or more of the criteria set forth in Rule 501(a)(1), (2), (3) or (7) of Regulation D or is a “qualified purchaser” as defined in Section 2(a)(51) registration requirements of the U.S. Investment Company Securities Act and (b) delivers a completed applicable state securities laws and executed U.S. Purchaser Letter or provides the holder of the Warrants has furnished an opinion of counsel of recognized standing in form and substance satisfactory to the Corporation to such effect; provided that a U.S. Purchaser with respect to Warrants to be exercised, may exercise the Warrants if such U.S. Purchaser signs and Warrant Agent delivers a legal opinion which confirms that issuance of shares is letter substantially in compliance with the applicable state laws form attached hereto as Schedule “D” and reaffirms the representations and warranties in the Memorandum and the U.S. Securities ActPurchaser Letter. (3) ii. Certificates representing Common Shares issued upon the exercise of Warrants which bear the legend set forth in Section 2.8(1) and which are issued and delivered pursuant to Section 3.3(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. THE HOLDER HEREOF, AND BY PURCHASING THESE SECURITIES, AGREES FOR THE BENEFIT OF SANDSTORM GOLD LTD. (THE “CORPORATION”) THAT THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO REVIVE THERAPEUTICS LTD. (THE “CORPORATION”) , (B) OUTSIDE THE UNITED STATES IN COMPLIANCE ACCORDANCE WITH RULE 904 OF REGULATION S (“REGULATION S”) UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, EACH IF AVAILABLE, (C) WITHIN THE UNITED STATES IN ACCORDANCE WITH (1) RULE 144A 144 UNDER THE U.S. SECURITIES ACT, OR (2) RULE 144 UNDER THE U.S. SECURITIES ACT ANDIF AVAILABLE, IN EACH CASE, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE U.S. SECURITIES ACT; OR (E) IN ANOTHER A TRANSACTION THAT IS OTHERWISE EXEMPT FROM OR 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 (DC) ABOVE, A WRITTEN CERTIFICATION, LEGAL OPINION ACCEPTABLE TO THE CORPORATION (IF REQUESTED), OR OTHER EVIDENCE SATISFACTORY TO THE CORPORATION CORPORATION, ACTING REASONABLY, OR IN THE CASE OF TRANSFERS PURSUANT TO (D) OR (E) ABOVE, WHICH INCLUDES A LEGAL OPINION ACCEPTABLE TO THE CORPORATION, ACTING REASONABLY, 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 LAWSPROVIDED. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.” provided that, if the Common Shares bearing such legend are being sold in an offshore transaction complying with Rule 904 of Regulation S, if available, in compliance with applicable local laws and regulations, and the Corporation is a “foreign issuer” as defined in Regulation S under the U.S. Securities Act, the legend may be removed (if such procedure is permitted by the Warrant Agent) by providing a declaration to the Warrant Agent or transfer agent, as applicable, to the effect set forth in Schedule “C” (or as the Corporation may prescribe from time to time relating to sales pursuant to Rule 904 of Regulation S), a broker acknowledgement, if applicable, to the effect set forth in Schedule “C-1” or such other evidence as is reasonably satisfactory to the Corporation and the Warrant Agent or transfer agent, as applicable, which may include an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation, to the effect that such legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws; and provided further, that, if any such Common Shares are being sold pursuant to an exemption from registration under the U.S. Securities Act provided by Rule 144 thereunder (if available), or another available exemption from the registration requirements of the U.S. Securities Act, the legend may be removed by delivery to the Warrant Agent or transfer agent, as applicable, and the Corporation of an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation, to the effect that such legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws and by delivery of such other documents as may be reasonably acceptable to the Corporation. PROVIDED THAT THE CORPORATION IS A “FOREIGN ISSUER” WITHIN THE MEANING OF REGULATION S UNDER THE U.S. SECURITIES ACT A THE TIME OF SALEThe Warrant Agent or transfer agent, A NEW CERTIFICATE BEARING NO LEGENDas applicable, 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 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”shall be entitled to request any other documents that it may require in accordance with its internal policies for the removal of the legend set forth above.

Prohibition on Exercise by U. S. Persons; Legended Certificates (1) Subject to Section 3.3(2) belowThe Warrants and the Warrant Shares have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States, (i) and the Warrants may not be exercised within the United States or by or on behalf of any person in the United States or any U.S. Person; Person unless an exemption from the registration requirements of the U.S. Securities Act and the securities laws of all applicable states is available. The Warrant Agent shall not register Warrant Shares or issue certificates representing Warrant Shares unless the Warrantholder provides (ii) no except in the case of Common Shares issued upon to CDS Clearing and Depository Services Inc. on exercise of Warrants may be delivered to any address CDS Global Warrants) the following: (a) a written certification that the Warrantholder, at the time of exercise of the Warrants, (i) is not in the United States; (ii) is not a U.S. Person and is not exercising the Warrants on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; and (iii) represents and warrants that the exercise of the Warrants and the acquisition of the Warrant Shares issuable upon exercise thereof occurred in an “offshore transaction” (as defined under Regulation S under the U.S. Securities Act); or (b) an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Company to the effect that the exercise of the Warrants and the issuance of the Warrant Shares are exempt from registration under the U.S. Securities Act or any applicable state securities laws. (2) Notwithstanding No certificates representing Warrant Shares will be registered or delivered to an address in the United States unless the Warrantholder complies with the requirements set forth in Section 3.3(1), ) and the Company has confirmed in writing to the Warrant Agent that the opinion of counsel and such other evidence required by the Company is reasonably satisfactory to the Company. The certificates representing any Warrant Shares issued in connection with the exercise of Warrants which pursuant to Section 3.3(1) shall bear the legend set forth in Section 2.8(12.9(1) may be exercised in or Section 2.9(3)(c), as applicable, unless the United States or by or on behalf provisions of a U.S. PersonSection 3.3(1)(a) and/or (b) have been met. If the provisions of Section 3.3(1)(a) and/or (b) are met, and Common certificates representing Warrant Shares issued upon in connection with the exercise of any such Warrants may be delivered to an address in shall not bear the United States, provided that (a) the Person exercising the Warrants is an institutional “accredited investor” that satisfies one or more of the criteria legend set forth in Rule 501(a)(1Section 2.9(1) or Section 2.9(3)(c), (2), (3) or (7) of Regulation D or is a “qualified purchaser” as defined in Section 2(a)(51) of the U.S. Investment Company Act and (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 applicable state laws and the U.S. Securities Actapplicable. (3) Warrant Shares, issued to, or for the account or benefit of, a U.S. Warrantholder (and any certificates issued in replacement thereof or in substitution therefor) must be issued only in individually certificated form. (4) Certificates representing Common Warrant Shares issued upon the exercise of Warrants which bear the legend set forth in Section 2.8(12.9(1) or Section 2.9(3)(c) and which are issued and delivered pursuant to Section 3.3(23.3(1) (and each certificate issued in exchange therefor or in substitution thereof) 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”legend set forth in Section 2.9(1) or Section 2.9(3)(c), OR ANY STATE SECURITIES LAWS, AND MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO REVIVE 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 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 COMPLINACE 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”as applicable.

Prohibition on Exercise by U. S. Persons; Legended Certificates (1) Subject to Section 3.3(2) below, (i) Warrants may not be exercised within the United States or by or on behalf of any U.S. 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), (i) Warrants which bear the legend set forth in Section 2.8(12.8(2) may be exercised in the United States or by or on behalf of a U.S. Person, and (ii) Common Shares issued upon exercise of any such Warrants may be delivered to an address in the United States, provided that (a) the Person person exercising the Warrants is an institutional “accredited investor” that satisfies one or more of the criteria set forth in 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. Investment Company Act Purchaser with respect those Warrants and (b) signs and delivers a completed and executed U.S. Purchaser Letter letter substantially in the form attached hereto as Schedule “D” 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 applicable state laws and the U.S. United States Securities ActAct of 1933. (3) Certificates representing Common Shares issued upon the exercise of Warrants which bear the legend set forth in Section 2.8(12.8(2) and which are issued and delivered pursuant to Section 3.3(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 1933 ACT”). THE HOLDER HEREOF, OR ANY STATE BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES LAWS, AND MAY BE OFFERED, SOLD, PLEDGED SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO REVIVE THERAPEUTICS LTD. (THE “CORPORATION”) , (B) OUTSIDE THE UNITED STATES IN COMPLIANCE ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES 1933 ACT OR (C) THE SALE IS MADE IN THE UNITED STATES (i) IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, 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 ANY APPLICABLE STATE SECURITIES LAWS, LAWS OR (Dii) IN ANOTHER PURSUANT TO A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES 1933 ACT OR ANY APPLICABLE STATE SECURITIES LAWSLAWS AND, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT EACH OF (i) AND (ii), THE PURCHASER IS A QUALIFIED PURCHASER AND THE SELLER HAS FURNISHED TO (C)(2) OR (D) ABOVE, A LEGAL THE CORPORATION AN OPINION TO SUCH EFFECT FROM COUNSEL OF RECOGNIZED STANDING REASONABLY SATISFACTORY TO THE CORPORATION MUST FIRST BE PROVIDED PRIOR 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 LAWSOFFER, SALE OR TRANSFER. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” 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 AT THE TIME OF SALE, A NEW CERTIFICATE BEARING NO LEGEND, LEGEND MAY BE OBTAINED FROM THE CORPORATION’S TRANSFER AGENT AGENT, UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO BOTH THE CORPORATION’S TRANSFER AGENT AND THE CORPORATION CORPORATION, TO THE EFFECT THAT THE SUCH SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLINACE ACCORDANCE WITH RULE 904 OF REGULATION S OF UNDER THE U.S. SECURITIES 1933 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”.

Prohibition on Exercise by U. S. Persons; Legended Certificates (1) Subject to Section 3.3(2) below, (i) Warrants may not be exercised within the United States or by or on behalf of any U.S. Person; and (ii) no Common Warrant 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 by or on behalf of a U.S. Person, and Common Shares Warrant shares issued upon exercise of any such Warrants may be delivered to an address in the United States, provided that (a) the Person exercising the Warrants is an institutional “"accredited investor” " that satisfies one or more of the criteria set forth in 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. Investment Company Act and (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 applicable state laws and the U.S. Securities Act. (3) Certificates representing Common Warrant Shares issued upon the exercise of Warrants which bear the legend set forth in Section 2.8(1) and or which are issued and delivered pursuant to Section 3.3(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 REVIVE THERAPEUTICS LTD▇▇▇▇ 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 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 COMPLINACE 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”

Prohibition on Exercise by U. S. Persons; Legended Certificates (1a) Subject to Section 3.3(23.2(b) belowand Section 3.4(b), (i) Warrants may not be exercised within the United States or by or on behalf of any U.S. PersonWarrantholders; and (ii) no Common Shares issued upon exercise of Warrants may be delivered to any address in the United States. (2b) Notwithstanding Section 3.3(13.2(b) or Section 3.4(a), (i) Warrants which bear the legend set forth in Section 2.8(1) may be exercised in the United States or by or on behalf of a U.S. Personperson in the United States, and (ii) Common Shares issued upon exercise of any such Warrants may be delivered to an address in the United States, provided that (a) the Person person exercising the Warrants is an institutional “accredited investor” either (i) a QIB Purchaser with respect to those Warrants that satisfies one or more originally executed the Qualified Institutional Buyer Investment Letter in the form attached as Exhibit II to the United States Placement Memorandum for the offering of units to Qualified Institutional Buyers pursuant to Rule 144A under the criteria set forth in Rule 501(a)(1), (2), (3) U.S. Securities Act; or (7ii) a U.S. Accredited Investor Purchaser with respect to those Warrants that originally executed a subscription agreement for accredited investors in the form attached as Exhibit I to the United States Placement Memorandum for the offering of units to U.S. Accredited Investors pursuant to Rule 506(b) of Regulation D or is a “qualified purchaser” as defined in Section 2(a)(51) of the U.S. Investment Company Act and (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 applicable state laws and under the U.S. Securities Act.. (c) The exercise of Warrants by (i) a QIB Purchaser shall follow the procedures set forth in Section 3.2(d); and (ii) a U.S. Accredited Investor Purchaser shall follow the procedures set forth in Section 3.2(a). (3d) Certificates If certificates representing Common Shares are issued upon the exercise of Certificated Warrants (i) which are issued pursuant to Box B of the Exercise Form, upon such issuance, the certificated Common Shares shall bear the legend set forth in Section 2.8(12.8(a); or (ii) and which are issued and delivered pursuant to Section 3.3(2) Box C or D of the Exercise Form, upon such issuance, the certificated Common Shares 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”legend set forth in Section 2.8(b), OR ANY STATE SECURITIES LAWS, AND MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO REVIVE 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 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 COMPLINACE 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”.

Prohibition on Exercise by U. S. Persons; Legended Certificates (1) Subject to Section 3.3(2) below, (i) Warrants may not be exercised within the United States or by or on behalf of any U.S. Person; and (ii) no Common Warrant 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 by or on behalf of a U.S. Person, and Common Warrant Shares issued upon exercise of any such Warrants may be delivered to an address in the United States, provided that (a) the Person exercising the Warrants is an institutional “accredited investor” that satisfies one or more of the criteria set forth in 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. Investment Company Act and (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 applicable state laws and the U.S. Securities Act. (3) Certificates representing Common Warrant Shares issued upon the exercise of Warrants which bear the legend set forth in Section 2.8(1) and or which are issued and delivered pursuant to Section 3.3(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”). THE HOLDER HEREOF, OR ANY STATE BY ACQUIRING SUCH SECURITIES, AGREES FOR THE BENEFIT OF NEXTECH AR SOLUTIONS CORP. (THE “COMPANY”) THAT SUCH SECURITIES LAWS, AND MAY BE OFFERED, SOLD, PLEDGED SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO REVIVE THERAPEUTICS LTD. (THE “CORPORATION”) COMPANY; (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND ACT, FOR SO LONG AS THE COMPANY REMAINS A “FOREIGN ISSUER” AS DEFINED IN COMPLIANCE WITH LOCAL LAWS AND REGULATIONS, SUCH REGULATION S; OR (C) WITHIN THE UNITED STATES IN ACCORDANCE WITH (1) RULE 144A ANY OTHER REGISTRATION EXEMPTION EVIDENCED BY AN OPINION OF COUNSEL OF RECOGNIZED STANDING AND REASONABLY ACCEPTABLE TO THE COMPANY AND THE TRANSFER AGENT, AVAILABLE 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 CANADACANADA OR ELSEWHERE. PROVIDED THAT FOR SO LONG AS THE CORPORATION IS COMPANY REMAINS A “FOREIGN ISSUER” WITHIN THE MEANING OF AS DEFINED IN SEC REGULATION S UNDER THE U.S. SECURITIES ACT A THE TIME OF SALES, A NEW CERTIFICATE BEARING NO LEGEND, DELIVERY OF WHICH WILL CONSTITUTE “GOOD DELIVERY”, MAY BE OBTAINED FROM THE CORPORATIONCOMPANY’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 COMPANY, TO THE EFFECT THAT THE SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLINACE COMPLIANCE WITH RULE 904 OF SEC 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 UNDER THE SECURITIES BY THE HOLDER HEREOFACT AND APPLICABLE FOREIGN LAW.”

Prohibition on Exercise by U. S. Persons; Legended CertificatesCertificates‌ (1a) Subject to Section 3.3(23.3(b) below, (i) Warrants may not be exercised within the United States or by or on behalf of any U.S. Person; and (ii) no Common Shares issued upon exercise of Warrants may be delivered to any address in the United States. (2b) Notwithstanding Section 3.3(13.3(a), Warrants which bear the legend set forth in Section 2.8(12.8(b) may be exercised in the United States or 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, provided that (a) the Person person exercising the Warrants (i) is an original U.S. Purchaser who purchased the Warrants directly from the Corporation (ii) is an institutional “accredited investor” that satisfies one or more of the criteria set forth in Rule 501(a)(1), (2), (32),(3) or (7) of Regulation D or is a “qualified purchaser” as defined in Section 2(a)(51) of the U.S. Investment Company Act and (b) delivers a completed and executed U.S. Purchaser Letter or provides in form and substance satisfactory to the Corporation and Warrant Agent Corporation, a legal opinion which confirms that issuance of shares is in compliance with the applicable state laws and the U.S. Securities Act;. (3c) Certificates representing Common Shares issued upon the exercise of Warrants which bear the legend set forth in Section 2.8(12.8(b) and which are issued and delivered pursuant to Section 3.3(23.3(b) 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 REVIVE THERAPEUTICS LTDSPONSORSONE 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 TSX 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 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 COMPLINACE COMPLIANCE WITH RULE 904 OF REGULATION S OF THE U.S. SECURITIES ACT. THE CORPORATION’S TRANSFER AGENT CORPORATION 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”

Prohibition on Exercise by U. S. Persons; Legended Certificates (1) Subject to Section 3.3(2) below), (i) Warrants may not be exercised within the United States or by or on behalf of any U.S. 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 legends set forth in Section 2.8(1) may be exercised in the United States or 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, provided that (a) the Person exercising the Warrants (a) is an institutional “"accredited investor” " that satisfies one or more of the criteria set forth in 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. Investment Company Act of 1940 and (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 applicable state laws and the U.S. Securities Act. (3) Certificates representing Common Shares issued upon the exercise of Warrants which bear the legend legends set forth in Section 2.8(1) and which are issued and delivered pursuant to Section 3.3(2) shall bear a legend in substantially the following legendform: “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 REVIVE THERAPEUTICS LTD. THE ISSUER (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, 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 S OF UNDER 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”

Prohibition on Exercise by U. S. Persons; Legended Certificates (1) Subject to Section 3.3(2) below, (i) 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 the United States or by or on behalf of any U.S. 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 by or on behalf of of, or for the account or benefit of, a U.S. Person, and Common Shares issued upon exercise of any such Warrants may be delivered to an address Persons or a person in the United States, provided that (a) the Person exercising the Warrants States unless an exemption from such registration requirements is an institutional “accredited investor” that satisfies one or more of the criteria set forth in Rule 501(a)(1), available. (2), (3) or (7) of Regulation D or is a “qualified purchaser” as defined in Section 2(a)(51) of the U.S. Investment Company Act and (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 Warrants may not be exercised except in compliance with the applicable state laws requirements set forth herein, in the Warrant Certificate and in the U.S. Securities ActExercise Notice attached thereto. (3) Certificates representing Common Warrant Shares issued upon the exercise of Warrants which bear the legend set forth in Section 2.8(1) and or which are issued and delivered pursuant to Section 3.3(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 REVIVE THERAPEUTICS LTDVERSES 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 COMPLINACE 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.”

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 of, or for the account or benefit of, any U.S. 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 Person or 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 person in the United States, provided that (a) except in transaction exempt from the Person exercising the Warrants is an institutional “accredited investor” that satisfies one or more registration requirements of the criteria U.S. Securities Act and applicable state securities laws and in compliance with the certifications and requirements set forth in Rule 501(a)(1), the Exercise Notice. A Warrantholder exercising Warrants pursuant to Box (2), (3) or (7) of Regulation D or is a “qualified purchaser” as defined in Section 2(a)(51C) of the U.S. Investment Exercise Notice must deliver to the Company Act and the Company’s transfer agent an opinion of counsel (b) delivers a completed and executed U.S. Purchaser Letter or provides which will not be sufficient unless it is in form and substance reasonably satisfactory to the Corporation Company and Warrant Agent a legal opinion which confirms 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 shares the Common Shares to be delivered upon exercise of the Warrants is in compliance with the applicable state laws and not required to be registered under the U.S. Securities Act.Act.‌ (32) Certificates representing Common Shares issued upon the exercise of Warrants which bear the legend set forth in Section 2.8(1) and or which are issued and delivered pursuant to Section 3.3(23.3(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 REVIVE THERAPEUTICS LTDMIND 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) 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 THE CORPORATION IS A “FOREIGN ISSUER” WITHIN THE MEANING OF REGULATION S UNDER THE ." 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 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 COMPLINACE 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”Securities Act.

Prohibition on Exercise by U. S. Persons; Legended Certificates (1) Subject PERSONS: The Common Shares to Section 3.3(2) belowbe issued upon the exercise of the Warrants have not been and will not be registered under the 1933 Act, (i) and Warrants may not be exercised within the United States or by or on behalf of any U.S. Person; and (ii) no Common Shares issued upon exercise of Warrants may be delivered to , by 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 Person in the United States or by any other Person for the account or on behalf benefit of a U.S. Person or a Person in the United States other than by the Original U.S. Purchaser and no Common Shares issuable upon the exercise of Warrants will be delivered into the United States other than to the Original U.S. Purchaser of such Warrants, provided that such Original U.S. Purchaser signs and delivers to the Corporation and the Warrant Agent a letter substantially in the form attached hereto as schedule B. Accordingly, neither the Corporation nor the Warrant Agent shall be obligated to or will accept subscriptions for Common Shares pursuant to the exercise of Warrants from any Person who is, appears to be, or who either of them believes to be, a U.S. Person, and Common Shares issued upon exercise of any such Warrants may be delivered to an address a Person in the United StatesStates or any other Person who is, provided that (a) appears to be, or who either of them believes to be, exercising Warrants for the account or benefit of a U.S. Person exercising or a Person in the Warrants is an institutional “accredited investor” that satisfies one or more of United States other than the criteria set forth in 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. Investment Company Act and (b) delivers a completed and executed Original 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 applicable state laws and the U.S. Securities Act. (3) Certificates such Warrants. Any certificate representing Common Shares issued upon the exercise in accordance with this article four of Warrants which bear represented by a Warrant Certificate bearing the legend set forth in Section 2.8(1) and which are issued and delivered pursuant to Section 3.3(2) paragraph 0 hereof 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. THE HOLDER HEREOF, AND BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO REVIVE THERAPEUTICS LTD. (THE “CORPORATION”) , (B) OUTSIDE THE UNITED STATES IN COMPLIANCE ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH LOCAL LAWS AND REGULATIONSACT, OR (C) WITHIN THE UNITED STATES (1) IN ACCORDANCE WITH (1) RULE 144A UNDER THE U.S. SECURITIES ACT, OR (2) RULE 144 EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT ANDPROVIDED BY RULE 144 THEREUNDER, IN EACH CASEIF APPLICABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (D2) IN ANOTHER A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT IN LAWS AND THE CASE SELLER HAS FURNISHED TO THE CORPORATION AN OPINION TO SUCH EFFECT FROM COUNSEL OF TRANSFERS PURSUANT TO (C)(2) OR (D) ABOVE, A LEGAL OPINION RECOGNIZED STANDING REASONABLY SATISFACTORY TO THE CORPORATION MUST FIRST BE PROVIDED PRIOR TO COMPUTERSHARE TRUST COMPANY OF CANADA TO SUCH OFFER, SALE OR TRANSFER. THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. DELIVERY OF REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE; HOWEVER, THE SAID SECURITIES MAY NOT CONSTITUTE “BE TRADED THROUGH THE FACILITIES OF SUCH EXCHANGE SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT 'GOOD DELIVERY” ' IN SETTLEMENT OF TRANSACTIONS ON THE TORONTO STOCK EXCHANGES IN CANADAEXCHANGE. PROVIDED THAT IF THE CORPORATION IS A “"FOREIGN ISSUER” " WITHIN THE MEANING OF REGULATION S UNDER THE U.S. SECURITIES ACT A AT THE TIME OF SALETRANSFER, A NEW CERTIFICATE BEARING NO LEGEND, LEGEND MAY BE OBTAINED FROM COMPUTERSHARE TRUST COMPANY OF CANADA, AS REGISTRAR AND TRANSFER AGENT OF THE CORPORATION’S TRANSFER AGENT , UPON DELIVERY OF THIS CERTIFICATE AND A DULY AN EXECUTED DECLARATION, IN A FORM SATISFACTORY TO COMPUTERSHARE TRUST COMPANY OF CANADA AND THE CORPORATION’S TRANSFER AGENT AND THE CORPORATION , TO THE EFFECT THAT THE SUCH SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLINACE ACCORDANCE WITH RULE 904 OF REGULATION S OF UNDER THE U.S. SECURITIES ACT. THE CORPORATION’S TRANSFER AGENT MAY REQUIRE AN OPINION OF COUNSEL."; provided, OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO ITthat if any Common Shares are being sold outside the United States in accordance with Rule 904 of Regulations S under the 1933 Act, IN CONNECTION WITH ANY OFFER, SALE OR TRANSFER OF THE SECURITIES BY THE HOLDER HEREOF”and provided that the Corporation is a "foreign

Prohibition on Exercise by U. S. Persons; Legended CertificatesCertificates‌ (1) Subject to Section 3.3(2) below, (i) 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 any of, or for the account or benefit of, a U.S. Person; and (ii) no Common Shares issued upon exercise of Warrants may be delivered to any address Persons or a person in the United StatesStates unless an exemption from such registration requirements is available. (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 by or on behalf of of, or for the account or benefit of, a U.S. Person, and Common Shares issued upon exercise of any such Warrants may be delivered to an address Person or a person in the United States, provided that (a) the Person exercising the Warrants is an institutional “accredited investor” that satisfies one are exercised in accordance with box B, C or more D of the criteria set forth in Rule 501(a)(1), (2), (3) or (7) of Regulation D or is a “qualified purchaser” as defined in Section 2(a)(51) Exercise Notice and the Corporation has approved the issuance of the U.S. Investment Company Act and (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 applicable state laws and the U.S. Securities ActShares. (3) 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) Exercise Form attached as Schedule “B”, and which are issued and delivered pursuant to Section 3.3(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 REVIVE 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 PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE UNITED STATES 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 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 COMPLINACE 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.”

Prohibition on Exercise by U. S. Persons; Legended Certificates (1) Subject to Section 3.3(2) below), (ia) Warrants may not be exercised within the United States or by or on behalf of any U.S. Person; , and (iib) no Common Shares issued upon exercise of Warrants may be delivered to any address in the United States.States.‌ (2) Notwithstanding Section 3.2(2) or Section 3.3(1), (i) Warrants which bear the legend set forth in Section 2.8(1) may be exercised in the United States or by or on behalf of a U.S. Personperson in the United States, and (ii) Common Shares issued upon exercise of any such Warrants may be delivered to an address in the United States, provided that (a) the Person person exercising the Warrants is an institutional “accredited investor” that satisfies one makes the representation and warranties applicable to it either Box B or more Box C or Box D of the criteria set forth in 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. Investment Company Act and (b) delivers a completed and executed U.S. Purchaser Letter or provides in form and substance satisfactory to the Corporation and Exercise Notice. The Warrant Agent a legal opinion which confirms that issuance of shares is in compliance with shall rely without further investigation on the applicable state laws and the U.S. Securities ActExercise Form (Schedule B hereof) to determine if these exceptions are applicable. (3) Certificates representing Common Shares issued upon the exercise of Warrants which bear the US legend set forth in Section 2.8(1) and or which are issued and delivered pursuant to Section 3.3(23.3(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 REVIVE THERAPEUTICS LTD. (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) WITHIN IN COMPLIANCE WITH THE UNITED STATES IN ACCORDANCE WITH (1) RULE 144A UNDER EXEMPTION FROM THE U.S. SECURITIES ACT, OR (2) RULE 144 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 THE CORPORATION IS A “FOREIGN ISSUER” WITHIN THE MEANING OF REGULATION S UNDER THE such legend may be removed by delivering to the Company and Warrant Agent an opinion of counsel of recognized standing in form and substance satisfactory to the Company and Warrant Agent, to the effect that the legend is no longer required under applicable requirements of 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 COMPLINACE 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”Securities Act.