Prohibition on Exercise by U. S. Persons; Legended Certificates (1) Subject to Section 3.3(2) and Section 3.3(3) below, (a) Warrants may not be exercised within the United States, by any U.S. Person, or for the account or benefit of any U.S. Person or any person in the United States; and (b) 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 may be exercised in the United States, by a U.S. Person, or for the account or benefit of a U.S. Person or a person in the United States, 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 (i) is an original U.S. Purchaser who purchased the Warrants directly from the Corporation, or (ii) is an "accredited investor" that satisfies one or more of the criteria set forth in Rule 501(a) of Regulation D and (b) delivers a completed and executed U.S. Purchaser Certification or provides in form and substance satisfactory to the Corporation and Warrant Agent a legal opinion which confirms that the issuance of the Common Shares is in compliance with the applicable state laws and the U.S. Securities Act; provided however that in the case of a Warrantholder that is the original purchaser of the Warrants and who delivered the U.S. accredited investor certificate attached to the subscription agreement of the Corporation in connection with its purchase of Treasury Units pursuant to the private placement under which the Warrants were issued, such Warrantholder will not be required to deliver a U.S. Purchaser Certification or an opinion of counsel in connection with the due exercise of the Warrant at a time when the representations, warranties and covenants made by the Warrantholder in the U.S. Accredited Investor Certificate remain true and correct and the Warrantholder represents to the Corporation as such. (3) Unless the Corporation has previously caused a registration statement on Form S-1 to be declared effective by the SEC, which registers the issuance of Common Shares upon exercise of Warrants, certificates representing Common Shares issued upon the exercise of Warrants (and Warrants issued in substitution or exchange therefor) shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE ISSUER THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE ISSUER, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE U.S. SECURITIES ACT, (C) INSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 144A UNDER THE U.S. SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER AFTER PROVIDING A LEGAL OPINION SATISFACTORY TO THE ISSUER, (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT THAT REGISTERS THE RESALE OF SUCH SECURITIES OR (F) PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION AFTER PROVIDING A LEGAL OPINION SATISFACTORY TO THE ISSUER. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH U.S. SECURITIES LAWS.” (4) Certificates representing Common Shares issued upon exercise of Warrants (and Warrants issued in substitution or exchange therefor) prior to the date that is four months and one day after the Issue Date shall, in addition to the legend set forth in Section 3.3(3), also bear the following legends: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT THE DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE.]” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON TSX.”
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Prohibition on Exercise by U. S. Persons; Legended Certificates
(1) Subject to Section 3.3(2) and Section 3.3(3) below, (ai) Warrants may not be exercised within the United States, States or by any U.S. Personor on behalf of, or for the account or benefit of of, any U.S. Person or any person in the United StatesStates or a U.S. Person; and (bii) 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 may be exercised in the United States, States or by a U.S. Personor on behalf of, or for the account or benefit of of, a U.S. Person or a person in the United States, and Common Warrant Shares issued upon exercise of any such Warrants may be delivered to an address in the United States, provided that the person exercising the Warrants is either:
(a) A QIB Purchaser that has previously executed and delivered the Person exercising Qualified Institutional Buyer Letter to the Warrants Corporation; or
(b) (i) is an original A non-QIB Purchaser or a U.S. Purchaser who purchased Accredited Investor that signs and delivers a letter substantially in the Warrants directly from the Corporation, form attached hereto as Schedule “C” or (ii) is provides an "accredited investor" that satisfies one or more opinion of the criteria set forth in Rule 501(a) counsel of Regulation D and (b) delivers a completed and executed U.S. Purchaser Certification or provides recognized standing in form and substance reasonably satisfactory to the Corporation and Warrant Agent a legal opinion which confirms to the effect that the issuance of the Common Warrant Shares is in compliance with the applicable state laws and the U.S. Securities Act; provided however that in the case Act and any applicable securities laws of a Warrantholder that is the original purchaser any state of the Warrants and who delivered the U.S. accredited investor certificate attached to the subscription agreement of the Corporation in connection with its purchase of Treasury Units pursuant to the private placement under which the Warrants were issued, such Warrantholder will not be required to deliver a U.S. Purchaser Certification or an opinion of counsel in connection with the due exercise of the Warrant at a time when the representations, warranties and covenants made by the Warrantholder in the U.S. Accredited Investor Certificate remain true and correct and the Warrantholder represents to the Corporation as suchUnited States.
(3) Unless the Corporation has previously caused a registration statement on Form S-1 to be declared effective by the SEC, which registers the issuance of Common Shares upon exercise of Warrants, certificates 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 Warrants issued in substitution or exchange therefordelivered pursuant to Section 3.3(2)(b) shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE ISSUER THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE ISSUER, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE U.S. SECURITIES ACT, (C) INSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 144A UNDER THE U.S. SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER AFTER PROVIDING A LEGAL OPINION SATISFACTORY TO THE ISSUER, (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT THAT REGISTERS THE RESALE OF SUCH SECURITIES OR (F) PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION AFTER PROVIDING A LEGAL OPINION SATISFACTORY TO THE ISSUER. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH U.S. SECURITIES LAWS.”:
(4) Certificates representing Common Warrant Shares issued upon the exercise of Warrants Warrant Certificates (and Warrants issued in substitution or exchange therefor) prior to the date that is four months and one day after the Issue Date shall, in addition to the legend set forth in Section 3.3(3), also shall bear the following legendslegend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATIONand, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT THE DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE.]” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVERif applicable, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON TSX.”the additional legend as follows:
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