Common use of Restrictions on Resale Clause in Contracts

Restrictions on Resale. Each of the Shareholders acknowledges and agrees as follows: (a) the transfer of the Purchased Shares and the issuance of the Payment Shares in exchange therefor, and the issuance of the Replacement Options, will be made pursuant to appropriate exemptions (the “Exemptions”) from any applicable takeover bid and registration and prospectus (or equivalent) requirements of the Securities Laws; (b) that the CSE, in addition to any restrictions on transfer imposed by the Securities Laws, may require certain of the Payment Shares and Replacement Options to be held in escrow in accordance with the policies of the CSE; (c) as a consequence of acquiring the Payment Shares or Replacement Options pursuant to the Exemptions: (i) the Shareholder will be restricted from using certain of the civil remedies available under the Securities Laws; (ii) the Shareholder may not receive information that might otherwise be required to be provided to the Shareholder, and the Purchaser is relieved from certain obligations that would otherwise apply under Securities Laws if the Exemptions were not being relied upon by the Purchaser; (iii) no securities commission, stock exchange or similar regulatory authority has reviewed or passed on the merits of an investment in the Payment Shares or Replacement Options; (iv) there is no government or other insurance covering the Payment Shares or Replacement Options; and (v) an investment in the Payment Shares or Replacement Options is speculative and of high risk; (d) the certificates representing the Payment Shares and Replacement Options will bear such legends as required by Securities Laws and the policies of the CSE and it is the responsibility of the Shareholder to find out what those restrictions are and to comply with them before selling the Payment Shares or Common Shares issuable upon exercise of a Replacement Options; and (e) the Shareholder is knowledgeable of, or has been independently advised as to, the Applicable Laws of that jurisdiction which apply to the sale of the Purchased Shares and Common Shares issuable on exercise of a Replacement Options and the issuance of the Payment Shares and Common Shares issuable on exercise of a Replacement Options and which may impose restrictions on the resale of such Payment Shares and Common Shares issuable on exercise of a Replacement Options in that jurisdiction and it is the responsibility of the Shareholder to find out what those resale restrictions are, and to comply with them before selling the Payment Shares.

Restrictions on Resale. Each of the Shareholders acknowledges and agrees as follows: (a) the transfer of the Purchased Shares and the issuance of the Payment Shares in exchange therefor, and the issuance of the Replacement Options, will be made pursuant to appropriate exemptions (the “Exemptions”) from any applicable the formal takeover bid and registration and prospectus (or equivalent) requirements of the Securities Laws; (b) that the CSE, in addition to any restrictions on transfer imposed by the Securities Laws, may require certain of the Payment Shares and Replacement Options to be held in escrow in accordance with the policies of the CSE; (c) as a consequence of acquiring the Payment Shares or Replacement Options pursuant to the Exemptions: (i) the Shareholder will be restricted from using certain of the civil remedies available under the Securities Laws; (ii) the Shareholder may not receive information that might otherwise be required to be provided to the Shareholder, and the Purchaser is relieved from certain obligations that would otherwise apply under Securities Laws if the Exemptions were not being relied upon by the Purchaser; (iii) no securities commission, stock exchange or similar regulatory authority has reviewed or passed on the merits of an investment in the Payment Shares or Replacement OptionsShares; (iv) there is no government or other insurance covering the Payment Shares or Replacement OptionsShares; and (v) an investment in the Payment Shares or Replacement Options is speculative and of high risk; (dc) the certificates representing the Payment Shares and Replacement Options will bear such legends as required by Securities Laws and the policies of the CSE and it is the responsibility of the Shareholder to find out what those restrictions are and to comply with them before selling the Payment Shares or Common Shares issuable upon exercise of a Replacement OptionsShares; and (ed) the Shareholder is knowledgeable of, or has been independently advised as to, the Applicable Laws of that jurisdiction which apply to the sale of the Purchased Payment Shares and Common Shares issuable on exercise of a Replacement Options and the issuance of the Payment Shares and Common Shares issuable on exercise of a Replacement Options and which may impose restrictions on the resale of such Payment Shares and Common Shares issuable on exercise of a Replacement Options in that jurisdiction and it is the responsibility of the Shareholder to find out what those resale restrictions are, and to comply with them before selling the Payment Shares.

Restrictions on Resale. Each of the Aura Shareholders acknowledges and agrees as follows: (a) the transfer of the Purchased Shares and the issuance of the Payment Shares in exchange therefor, and the issuance of the Replacement OptionsConvertible Securities, as applicable, will be made pursuant to appropriate exemptions (the “Exemptions”) from any applicable the formal takeover bid and registration and prospectus (or equivalent) requirements of the Securities Laws; (b) that the CSE, in addition to any restrictions on transfer imposed by the Securities Lawsapplicable securities laws, may require certain of the Payment Shares and Shares, Replacement Options Convertible Securities to be held in escrow in accordance with the policies of the CSE. The Purchaser agrees to use commercially reasonable efforts to ensure that the minimum restrictions on transfer permitted by the CSE are imposed on the Payment Shares, Replacement Convertible Securities and to provide the Securityholders with the opportunity to make submissions to the CSE in respect of same; (c) as a consequence of acquiring the Payment Shares or Replacement Options Convertible Securities pursuant to the Exemptions: (i) the Shareholder Securityholder will be restricted from using certain of the civil remedies available under the Securities Laws; (ii) the Shareholder Securityholder may not receive information that might otherwise be required to be provided to the ShareholderSecurityholders, and the Purchaser is relieved from certain obligations that would otherwise apply under Securities Laws if the Exemptions were not being relied upon by the Purchaser; (iii) no securities commission, stock exchange or similar regulatory authority has reviewed or passed on the merits of an investment in the Payment Shares or Replacement OptionsConvertible Securities; (iv) there is no government or other insurance covering the Payment Shares or Replacement OptionsConvertible Securities; and (v) an investment in the Payment Shares or Replacement Options Convertible Securities is speculative and of high risk;; and (d) the certificates representing the Payment Shares and Replacement Options will bear such legends as required by Securities Laws and the policies of the CSE and it is the responsibility of the Shareholder to find out what those restrictions are and to comply with them before selling the Payment Shares or Common Shares issuable upon exercise of a Replacement Options; and (e) the Shareholder Securityholder is knowledgeable of, or has been independently advised as to, the Applicable Laws of that jurisdiction which apply to the sale of the Purchased Shares and Common Shares issuable on exercise of a Replacement Options Convertible Securities and the issuance of the Payment Shares and Common Shares issuable on exercise of a Replacement Options Convertible Securities, and which may impose restrictions on the resale of such Payment Shares and Common Shares issuable on exercise of a Replacement Options Convertible Securities in that jurisdiction and it is the responsibility of the Shareholder Securityholder to find out what those resale restrictions are, and to comply with them before selling the Payment SharesShares and Common Shares issuable on exercise of a Replacement Convertible Securities.

Restrictions on Resale. Each of the Shareholders acknowledges and agrees as follows: (a) LandCARE has informed the transfer Stockholders that it intends to account for the transactions contemplated by this Agreement as a pooling of interests. LandCARE has also informed the Purchased Shares and Stockholders that its ability to account for the issuance transactions contemplated hereby as a pooling of the Payment Shares interests was a material factor considered by LandCARE in exchange thereforits decision to enter into this Agreement. Therefore, and the issuance of the Replacement Options, will be made pursuant to appropriate exemptions (the “Exemptions”) from any applicable takeover bid and registration and prospectus (or equivalent) requirements rules of the Securities Laws;and Exchange Commission relating to pooling of interests transactions, prior to the publication and dissemination by LandCARE of consolidated financial results which include results of the combined operations of the Company and LandCARE for at least thirty days on a consolidated basis following the Effective Time (the "Publication"), the Stockholders shall not sell, offer to sell or otherwise transfer or dispose of, any shares of the LandCARE Stock received by Stockholders, engage in put, call, short-sale, straddle or similar transactions, or in any other way reduce the Stockholders' risk of owning shares of LandCARE Stock; provided, however, that this restriction shall not prohibit the Stockholders from pledging any such shares to secure full-recourse indebtedness. The certificates evidencing the LandCARE Stock to be received by the Stockholders will bear a legend stating: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, TRANSFER OR ASSIGNMENT, PRIOR TO THE PUBLICATION AND DISSEMINATION OF FINANCIAL STATEMENTS BY THE ISSUER WHICH INCLUDE THE RESULTS OF AT LEAST THIRTY (30) DAYS OF COMBINED OPERATIONS OF THE ISSUER AND THE COMPANY ACQUIRED BY THE ISSUER IN THE TRANSACTION IN WHICH THE SHARES REPRESENTED HEREBY WERE ISSUED. THE FOREGOING RESTRICTION SHALL NOT PREVENT OR RESTRICT THE HOLDER HEREOF FROM PLEDGING THE SHARES REPRESENTED HEREBY TO SECURE FULL-RECOURSE INDEBTEDNESS OF THE HOLDER HEREOF. (b) that LandCARE shall cause the CSEPublication to occur no later than November 14, in addition to any restrictions on transfer imposed by the Securities Laws, may require certain of the Payment Shares and Replacement Options to be held in escrow in accordance with the policies of the CSE; (c) as a consequence of acquiring the Payment Shares or Replacement Options pursuant to the Exemptions: (i) the Shareholder will be restricted from using certain of the civil remedies available under the Securities Laws; (ii) the Shareholder may not receive information that might otherwise be required to be provided to the Shareholder, and the Purchaser is relieved from certain obligations that would otherwise apply under Securities Laws if the Exemptions were not being relied upon by the Purchaser; (iii) no securities commission, stock exchange or similar regulatory authority has reviewed or passed on the merits of an investment in the Payment Shares or Replacement Options; (iv) there is no government or other insurance covering the Payment Shares or Replacement Options; and (v) an investment in the Payment Shares or Replacement Options is speculative and of high risk; (d) the certificates representing the Payment Shares and Replacement Options will bear such legends as required by Securities Laws and the policies of the CSE and it is the responsibility of the Shareholder to find out what those restrictions are and to comply with them before selling the Payment Shares or Common Shares issuable upon exercise of a Replacement Options; and (e) the Shareholder is knowledgeable of, or has been independently advised as to, the Applicable Laws of that jurisdiction which apply to the sale of the Purchased Shares and Common Shares issuable on exercise of a Replacement Options and the issuance of the Payment Shares and Common Shares issuable on exercise of a Replacement Options and which may impose restrictions on the resale of such Payment Shares and Common Shares issuable on exercise of a Replacement Options in that jurisdiction and it is the responsibility of the Shareholder to find out what those resale restrictions are, and to comply with them before selling the Payment Shares1998.

Restrictions on Resale. Each of the Shareholders TargetCo acknowledges and agrees as followsto make commercially reasonable efforts, on or prior to the Closing Date, to ensure that the TargetCo Securityholders understand, acknowledge, agree to and comply with the following: (a) the transfer of the Purchased Shares Exchanged TargetCo Securities and the issuance of the Payment Shares Consideration Securities, in exchange therefor, and the issuance of the Replacement Options, will be made pursuant to appropriate exemptions (the “Exemptions”) applicable exemptions, including exemption 2.11 – Business Combination and Reorganization of NI 45-106, from any applicable takeover bid and registration and prospectus (or equivalent) requirements of the Applicable Securities LawsLaws (the “Exemptions”); (b) that the CSE, in addition to any restrictions on transfer imposed by the Applicable Securities Laws, may require certain of the Payment Shares and Replacement Options Consideration Securities to be held in escrow in accordance with the policies of the CSE; (c) as a consequence of acquiring the Payment Shares or Replacement Options Consideration Securities, pursuant to the Exemptions: (i) the Shareholder TargetCo Securityholders will be restricted from using certain of the civil remedies remedies, including statutory rights of rescission or damages, available under the Applicable Securities Laws; (ii) the Shareholder TargetCo Securityholders may not receive information that might otherwise be required to be provided to the ShareholderTargetCo Securityholders, and the Purchaser is relieved from certain obligations that would otherwise apply under Applicable Securities Laws if the Exemptions were not being relied upon by the Purchaser; (iii) no securities commission, stock exchange or similar regulatory authority has reviewed or passed on the merits of an investment in the Payment Shares or Replacement OptionsConsideration Securities; (iv) there is no government or other insurance covering the Payment Shares or Replacement OptionsConsideration Securities; and (v) an investment in the Payment Shares or Replacement Options Consideration Securities is speculative and of high risk; (d) the certificates representing the Payment Shares and Replacement Options Consideration Securities will bear such legends as required by Applicable Securities Laws and Laws, the policies of the CSE and as further set out in the U.S. Representation Letter attached hereto as Schedule “C”, and it is the responsibility of the Shareholder TargetCo Securityholders to find out what those restrictions are and to comply with them before selling the Payment Shares or Common Shares issuable upon exercise of a Replacement Options; andConsideration Securities; (e) In addition to the Shareholder is above legends, as applicable, the TargetCo Securityholders understand that the Consideration Securities and any securities issued in respect of or exchange for the Consideration Securities, will be notated with the following additional legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE SHALL NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE TRADED BEFORE [FOUR MONTHS FROM THE CLOSING DATE].” (f) the TargetCo Securityholders are knowledgeable of, or has have been independently advised as to, the Applicable Laws of that jurisdiction which apply to the sale of the Purchased Shares and Common Shares issuable on exercise of a Replacement Options Consideration Securities and the issuance of the Payment Shares and Common Shares issuable on exercise of a Replacement Options Consideration Securities, and which may impose restrictions on the resale of such Payment Shares and Common Shares issuable on exercise of a Replacement Options Consideration Securities in that jurisdiction and it is the responsibility of the Shareholder TargetCo Securityholders to find out what those resale restrictions are, and to comply with them before selling the Payment SharesConsideration Securities; (g) the Consideration Securities 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 and that the Consideration Securities may not be offered or sold in the United States or to a U.S. Person without registration under the U.S. Securities Act and any applicable state securities laws or in compliance with the requirements of an exemption from, or a transaction not subject to, the registration requirements of the U.S. Securities Act and any applicable state securities laws; (h) each U.S. TargetCo Securityholder understands that the offer and sale of the Consideration Securities by the Purchaser to a U.S. Person, or to, or for the account or benefit of, a U.S. Person or any person in the United States as contemplated hereby is being made in reliance on available exemptions from such registration requirements provided by Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act and applicable state securities laws; (i) any Consideration Securities issued to any U.S. TargetCo Securityholder or in exchange for the Exchangeable Units will be “restricted securities” within the meaning of Rule 144(a) under the U.S. Securities Act and will be subject to resale limitations imposed thereby and the U.S. Securities Act and bear a U.S. restrictive legend in substantially the following form: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF EARNY RESOURCES LTD. (THE “COMPANY”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY; (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN ACCORDANCE WITH ALL LOCAL LAWS AND REGULATIONS; (C) IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS; OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, AND, IN THE CASE OF CLAUSE (C) OR (D), THE SELLER FURNISHES TO THE COMPANY AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY TO SUCH EFFECT. THE PRESENCE OF THIS LEGEND MAY IMPAIR THE ABILITY OF THE HOLDER HEREOF TO EFFECT “GOOD DELIVERY” OF THE SECURITIES REPRESENTED HEREBY ON A CANADIAN STOCK EXCHANGE.” (j) each U.S. TargetCo Securityholder is familiar with the resale limitations imposed thereby and the U.S. Securities Act or has been independently advised of such resale limitations by an investment advisor or legal counsel; and (k) the TargetCo Securityholders will not offer or sell the Consideration Securities in the United States or to a U.S. Person, or for the account or benefit of, a U.S. Person or a person in the United States unless such securities are registered under the U.S. Securities Act and the securities laws of all applicable states of the United States or an exemption from such registration requirements is available, and further the TargetCo Securityholders will not resell the Consideration Securities in any jurisdiction, except in accordance with the provisions of applicable securities legislation, regulations, rules, policies and Orders and stock exchange rules, and, if applicable, Rule 904 of Regulation S.

Restrictions on Resale. Each of the Shareholders acknowledges and agrees as follows: (a) the transfer of the Purchased Shares Securities and the issuance of the Payment Shares Consideration Securities, in exchange therefor, and the issuance of the Replacement Options, will be made pursuant to appropriate exemptions (the “Exemptions”) from any applicable the formal takeover bid and bid, registration and prospectus (or equivalent) requirements of the Securities Laws;Laws;‌‌ (b) that the CSE, in addition to any restrictions on transfer imposed by the Securities Laws, may require certain of the Payment Shares and Replacement Options to be held in escrow in accordance with the policies of the CSE; (c) as a consequence of acquiring the Payment Shares or Replacement Options Consideration Securities, pursuant to the ExemptionsExemptions each Shareholder acknowledges that: (i) the Shareholder will be restricted from using certain of the civil remedies available under the Securities Laws; (ii) the Shareholder may not receive information that might otherwise be required to be provided to the Shareholder, and the Purchaser is relieved from certain obligations that would otherwise apply under Securities Laws if the Exemptions were not being relied upon by the Purchaser; (iii) no securities commission, stock exchange commission or similar regulatory authority has reviewed or passed on the merits of an investment in the Payment Shares or Replacement OptionsConsideration Securities; (ivii) there is no government or other insurance covering the Payment Shares or Replacement Options; andConsideration Securities;‌ (viii) an investment in there are risks associated with the Payment Shares or Replacement Options is speculative and purchase of high riskthe Consideration Securities; (div) there are restrictions on the certificates representing Shareholder’s ability to resell the Payment Shares and Replacement Options will bear such legends as required by Consideration Securities Laws and the policies of the CSE and it is the responsibility of the Shareholder to find out what those restrictions are and to comply with them before selling the Payment Shares Consideration Securities, and (v) the Purchaser has advised the Shareholder that the Purchaser is relying on an exemption from the requirements to provide the Shareholder with a prospectus and to sell securities through a person registered to sell securities under the Securities Act (British Columbia) and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by the Securities Act (British Columbia), including statutory rights of rescission or Common Shares issuable upon exercise damages, will not be available to the Shareholder;‌ (c) if applicable, the certificates representing the Consideration Securities will bear such legends as required by Securities Laws and it is the responsibility of a Replacement Optionsthe Shareholder to find out what those restrictions are and to comply with them before selling the Consideration Securities; and (ed) the Shareholder is knowledgeable of, or has been independently advised as toto seek independent legal advice about the transactions contemplated under this Agreement, the Applicable Laws applicable laws of that jurisdiction which apply to the sale of the Purchased Shares and Common Shares issuable on exercise of a Replacement Options Consideration Securities and the issuance of the Payment Shares and Common Shares issuable on exercise of a Replacement Options Consideration Securities, and which may impose restrictions on the resale of such Payment Shares and Common Shares issuable on exercise of a Replacement Options Consideration Securities in that jurisdiction and the Shareholder acknowledges that it is the responsibility of the Shareholder to find out what those resale restrictions are, and to comply with them before selling the Payment SharesConsideration Securities.

Restrictions on Resale. Each of the Shareholders TargetCo acknowledges and agrees as followsto make commercially reasonable efforts, on or prior to the Closing Date, to ensure that the TargetCo Securityholders understand, acknowledge, agree to and comply with the following: (a) the transfer of the Purchased Shares Exchanged TargetCo Securities and the issuance of the Payment Shares Consideration Securities, in exchange therefor, and the issuance of the Replacement Options, will be made pursuant to appropriate exemptions applicable exemptions, including exemption 2.11 – Business Combination and Reorganization of NI 45-106, (the “Exemptions”) from any applicable takeover bid and registration and prospectus (or equivalent) requirements of the Applicable Securities Laws; (b) that the CSE, in addition to any restrictions on transfer imposed by the Applicable Securities Laws, may require certain of the Payment Shares and Replacement Options Consideration Securities to be held in escrow in accordance with the policies of the CSE; (c) as a consequence of acquiring the Payment Shares or Replacement Options Consideration Securities, pursuant to the Exemptions: (i) the Shareholder TargetCo Securityholders will be restricted from using certain of the civil remedies remedies, including statutory rights of rescission or damages, available under the Applicable Securities Laws; (ii) the Shareholder TargetCo Securityholders may not receive information that might otherwise be required to be provided to the ShareholderTargetCo Securityholders, and the Purchaser is relieved from certain obligations that would otherwise apply under Applicable Securities Laws if the Exemptions were not being relied upon by the Purchaser; (iii) no securities commission, stock exchange or similar regulatory authority has reviewed or passed on the merits of an investment in the Payment Shares or Replacement OptionsConsideration Securities; (iv) there is no government or other insurance covering the Payment Shares or Replacement OptionsConsideration Securities; and (v) an investment in the Payment Shares or Replacement Options Consideration Securities is speculative and of high risk; (d) the certificates representing the Payment Shares and Replacement Options Consideration Securities will bear such legends as required by Applicable Securities Laws and Laws, the policies of the CSE and as further set out in the U.S. Representation Letter attached hereto as Schedule “D”, and it is the responsibility of the Shareholder TargetCo Securityholders to find out what those restrictions are and to comply with them before selling the Payment Shares or Common Shares issuable upon exercise of a Replacement Options; andConsideration Securities; (e) In addition to the Shareholder is above legends, as applicable, the TargetCo Securityholders understand that the Securities and any securities issued in respect of or exchange for the Securities, will be notated with the following additional legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO SPECIAL RESTRICTIONS FROM RESALE FOR A PERIOD OF SIX MONTHS FOLLOWING THE CLOSING OF A FINANCING CONCURRENT WITH THE LISTING OF THE COMPANY’S COMMON SHARES ON A RECOGNIZED STOCK EXCANGE.” (f) the TargetCo Securityholders are knowledgeable of, or has have been independently advised as to, the Applicable Laws of that jurisdiction which apply to the sale of the Purchased Shares and Common Shares issuable on exercise of a Replacement Options Consideration Securities and the issuance of the Payment Shares and Common Shares issuable on exercise of a Replacement Options Consideration Securities, and which may impose restrictions on the resale of such Payment Shares and Common Shares issuable on exercise of a Replacement Options Consideration Securities in that jurisdiction and it is the responsibility of the Shareholder TargetCo Securityholders to find out what those resale restrictions are, and to comply with them before selling the Payment SharesConsideration Securities; (g) the Consideration Securities 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 and that the Consideration Securities may not be offered or sold in the United States or to a U.S. Person without registration under the U.S. Securities Act and any applicable state securities laws or in compliance with the requirements of an exemption from, or a transaction not subject to, the registration requirements of the U.S. Securities Act and any applicable state securities laws. (h) each U.S. TargetCo Securityholder understands that the offer and sale of the Consideration Securities by the Purchaser to a U.S. Person, or to, or for the account or benefit of, a U.S. Person or any person in the United States as contemplated hereby is being made in reliance on available exemptions from such registration requirements provided by Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securites Act and applicable state securities laws. (i) any Consideration Securities issued to any U.S. TargetCo Securityholder will be “restricted securities” within the meaning of Rule 144(a) under the U.S. Securities Act and will be subject to resale limitations imposed thereby and the U.S. Securities Act and bear a U.S. restrictive legend in substantially the following form: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF PLUS PRODUCTS INC. (THE “COMPANY”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY; (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN ACCORDANCE WITH ALL LOCAL LAWS AND REGULATIONS; (C) IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS; OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, AND, IN THE CASE OF CLAUSE (C) OR (D), THE SELLER FURNISHES TO THE COMPANY AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY TO SUCH EFFECT. THE PRESENCE OF THIS LEGEND MAY IMPAIR THE ABILITY OF THE HOLDER HEREOF TO EFFECT “GOOD DELIVERY” OF THE SECURITIES REPRESENTED HEREBY ON A CANADIAN STOCK EXCHANGE.” (j) each U.S. TargetCo Securityholder is familiar with the resale limitations imposed thereby and the U.S. Securities Act or has been independently advised of such resale limitations by an investment advisor or legal counsel; (k) the TargetCo Securityholders will not offer or sell the Consideration Securities in the United States or to a U.S. Person, or for the account or benefit of, a U.S. Person or a person in the United States unless such securities are registered under the U.S. Securities Act and the securities laws of all applicable states of the United States or an exemption from such registration requirements is available, and further the TargetCo Securityholders will not resell the Consideration Securities in any jurisdiction, except in accordance with the provisions of applicable securities legislation, regulations, rules, policies and orders and stock exchange rules, and, if applicable, Rule 904 of Regulation S.

Restrictions on Resale. Each of the Shareholders acknowledges and agrees as follows: (a) the transfer of the Purchased Shares and the issuance of the Payment Shares Shares, in exchange therefor, and the issuance of the Replacement Options, will be made pursuant to appropriate exemptions (the “Exemptions”) from any applicable the formal takeover bid and registration and prospectus (or equivalent) requirements of the Securities Laws; (b) that the CSE, in addition to any restrictions on transfer imposed by the Securities Lawsapplicable securities laws, may require certain of the Payment Shares and Replacement Options to be held in escrow in accordance with the policies of the CSE; (c) as a consequence of acquiring the Payment Shares or Replacement Options Shares, pursuant to the Exemptions: (i) the Shareholder will be restricted from using certain of the civil remedies available under the Securities Laws; (ii) the Shareholder may not receive information that might otherwise be required to be provided to the Shareholder, and the Purchaser is relieved from certain obligations that would otherwise apply under Securities Laws if the Exemptions were not being relied upon by the Purchaser; (iii) no securities commission, stock exchange or similar regulatory authority has reviewed or passed on the merits of an investment in the Payment Shares or Replacement OptionsShares; (iv) there is no government or other insurance covering the Payment Shares or Replacement OptionsShares; and (v) an investment in the Payment Shares or Replacement Options is speculative and of high risk; (d) the certificates representing the Payment Shares and Replacement Options will bear such legends as required by Securities Laws and the policies of the CSE and it is the responsibility of the Shareholder to find out what those restrictions are and to comply with them before selling the Payment Shares or Common Shares issuable upon exercise of a Replacement OptionsShares; and (e) the Shareholder is knowledgeable of, or has been independently advised as to, the Applicable Laws of that jurisdiction which apply to the sale of the Purchased Payment Shares and Common Shares issuable on exercise of a Replacement Options and the issuance of the Payment Shares and Common Shares issuable on exercise of a Replacement Options Shares, and which may impose restrictions on the resale of such Payment Shares and Common Shares issuable on exercise of a Replacement Options in that jurisdiction and it is the responsibility of the Shareholder to find out what those resale restrictions are, and to comply with them before selling the Payment Shares.

Restrictions on Resale. Each of the Shareholders Vendors acknowledges and agrees as follows: (a) the transfer of the Purchased Quantum Shares and the issuance of the Payment Shares Purchase Securities in exchange therefor, and the issuance of the Replacement Options, therefor will be made pursuant to appropriate exemptions exemptions, including (but not limited to) the take-over bid prospectus exemption found in Section 2.16 of National Instrument 45-106 – Prospectus Exemptions (the “Exemptions”) from any applicable takeover take-over bid and registration and prospectus (or equivalent) requirements of the Securities Laws; (b) that the CSE, in addition to any restrictions on transfer imposed by the Securities Laws, may require certain of the Payment Shares and Replacement Options to be held in escrow in accordance with the policies of the CSE; (c) as a consequence of acquiring the Payment Shares or Replacement Options Purchase Securities pursuant to the Exemptions: (i) the Shareholder will be restricted Purchaser is relying on exemptions from using the requirements to provide the Vendors with a prospectus applicable Securities Laws and, as a consequence of acquiring securities pursuant to such exemptions, certain of the civil protections, rights and remedies available under the provided by applicable Securities Laws, including statutory rights of rescission or damages, will not be available to the Vendors; (ii) the Shareholder Vendors may not receive information that might otherwise be required to be provided to the ShareholderVendors, and the Purchaser is relieved from certain obligations that would otherwise apply under Securities Laws if the Exemptions were not being relied upon by the Purchaser; (iii) no securities commission, stock exchange or similar regulatory authority has reviewed or passed on the merits of an investment in the Payment Shares or Replacement OptionsPurchase Securities; (iv) there is no government or other insurance covering the Payment Shares or Replacement OptionsPurchase Securities; and (v) an investment in the Payment Shares or Replacement Options Purchase Securities is speculative and of high risk; (dc) although no hold periods are expected to be applicable, the certificates representing the Payment Shares and Replacement Options Purchase Securities will bear such legends as required by Securities Laws and the policies of CSE Policies (including with respect to the CSE pooling restrictions set forth in Section 2.04(d)) and it is the responsibility of the Shareholder Vendor to find out what those restrictions are and to comply with them before selling the Payment Purchase Securities; and (d) notwithstanding any regulatory restrictions, the Vendors agree to a voluntary pooling of the Closing Shares or Common to be released as follows: (i) 1/3 of the Closing Shares issuable upon exercise on the Closing Date; (ii) 1/3 of a Replacement Optionsthe Closing Shares on the date that is three months after the Closing Date; and (iii) 1/3 of the Closing Shares on the date that is six months after the Closing Date; and (e) the Shareholder Vendor is knowledgeable of, or has been independently advised as to, the Applicable Laws of that jurisdiction which apply to the sale of the Purchased Quantum Shares and Common Shares issuable on exercise of a Replacement Options and the issuance of the Payment Shares and Common Shares issuable on exercise of a Replacement Options Purchase Securities and which may impose restrictions on the resale of such Payment Shares and Common Shares issuable on exercise of a Replacement Options Purchase Securities in that jurisdiction and it is the responsibility of the Shareholder Vendor to find out what those resale restrictions are, and to comply with them before selling the Payment SharesPurchase Securities.

Restrictions on Resale. Each of the Shareholders acknowledges and agrees as follows: (a) the transfer of the Purchased Shares and the issuance of the Payment Shares Shares, in exchange therefor, and the issuance of the Replacement Options, therefor will be made pursuant to appropriate exemptions (the “Exemptions”) from any applicable the formal takeover bid and registration and prospectus (or equivalent) requirements of the Securities Laws; (b) that the CSE, in addition to any restrictions on transfer imposed by the Securities Lawsapplicable securities laws, may require certain of the Payment Shares and Replacement Options to be held in escrow in accordance with the policies of the CSE; (c) as a consequence of acquiring the Payment Shares or Replacement Options pursuant to the Exemptions: (i) the Shareholder will be restricted from using certain of the civil remedies available under the Securities Laws; (ii) the Shareholder may not receive information that might otherwise be required to be provided to the Shareholder, and the Purchaser is relieved from certain obligations that would otherwise apply under Securities Laws if the Exemptions were not being relied upon by the Purchaser; (iii) no securities commission, stock exchange or similar regulatory authority has reviewed or passed on the merits of an investment in the Payment Shares or Replacement OptionsShares; (iv) there is no government or other insurance covering the Payment Shares or Replacement OptionsShares; and (v) an investment in the Payment Shares or Replacement Options is speculative and of high risk; (d) although no hold periods are currently expected to be applicable, the certificates representing the Payment Shares and Replacement Options will bear such legends as required by Securities Laws and the policies of the CSE and it is the responsibility of the Shareholder to find out what those restrictions are and to comply with them before selling the Payment Shares or Common Shares issuable upon exercise of a Replacement OptionsShares; and (e) the Shareholder is knowledgeable of, or has been independently advised as to, the Applicable Laws of that jurisdiction which apply to the sale of the Purchased Shares and Common Shares issuable on exercise of a Replacement Options and the issuance of the Payment Shares and Common Shares issuable on exercise of a Replacement Options and which may impose restrictions on the resale of such Payment Shares and Common Shares issuable on exercise of a Replacement Options in that jurisdiction and it is the responsibility of the Shareholder to find out what those resale restrictions are, and to comply with them before selling the Payment Shares.

Restrictions on Resale. Each of the Shareholders TargetCo acknowledges and agrees as followsto make commercially reasonable efforts, on or prior to the Closing Date, to ensure that the TargetCo Shareholders understand, acknowledge, agree to and comply with the following: (a) the transfer of the Purchased Exchanged TargetCo Shares and the issuance of the Payment Shares Consideration Shares, in exchange therefor, and the issuance of the Replacement Options, will be made pursuant to appropriate exemptions applicable exemptions, including exemption 2.11 – Business Combination and Reorganization of NI 45-106, (the “Exemptions”) from any applicable takeover bid and registration and prospectus (or equivalent) requirements of the Applicable Securities Laws; (b) that the CSE, in addition to any restrictions on transfer imposed by the Applicable Securities Laws, may require certain of the Payment Consideration Shares and Replacement Options to be held in escrow in accordance with the policies of the CSE; (c) as a consequence of acquiring the Payment Shares or Replacement Options Consideration Shares, pursuant to the Exemptions: (i) the Shareholder TargetCo Shareholders will be restricted from using certain of the civil remedies remedies, including statutory rights of rescission or damages, available under the Applicable Securities Laws; (ii) the Shareholder TargetCo Shareholders may not receive information that might otherwise be required to be provided to the ShareholderTargetCo Shareholders, and the Purchaser is relieved from certain obligations that would otherwise apply under Applicable Securities Laws if the Exemptions were not being relied upon by the Purchaser; (iii) no securities commission, stock exchange or similar regulatory authority has reviewed or passed on the merits of an investment in the Payment Shares or Replacement OptionsConsideration Shares; (iv) there is no government or other insurance covering the Payment Shares or Replacement OptionsConsideration Shares; and (v) an investment in the Payment Consideration Shares or Replacement Options is speculative and of high risk; (d) the certificates representing the Payment Consideration Shares and Replacement Options will bear such legends as required by Applicable Securities Laws and Laws, the policies of the CSE and as further set out in the U.S. Representation Letter attached hereto as Schedule “D”, and it is the responsibility of the Shareholder TargetCo Shareholders to find out what those restrictions are and to comply with them before selling the Payment Shares or Common Shares issuable upon exercise of a Replacement Options; andConsideration Shares; (e) the Shareholder is TargetCo Shareholders are knowledgeable of, or has have been independently advised as to, the Applicable Laws of that jurisdiction which apply to the sale of the Purchased Consideration Shares and Common Shares issuable on exercise of a Replacement Options and the issuance of the Payment Shares and Common Shares issuable on exercise of a Replacement Options Consideration Shares, and which may impose restrictions on the resale of such Payment Consideration Shares and Common Shares issuable on exercise of a Replacement Options in that jurisdiction and it is the responsibility of the Shareholder TargetCo Shareholders to find out what those resale restrictions are, and to comply with them before selling the Payment Consideration Shares; (f) the Consideration Shares issued to the TargetCo Shareholders will bear a Canadian restrictive legend in substantially the following form: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF (I) [INSERT THE DISTRIBUTION DATE], AND (II) THE DTAE THE ISSUER BECANE A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY.”; (g) the Consideration 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 and that the Consideration Shares may not be offered or sold in the United States or to a U.S. Person without registration under the U.S. Securities Act and any applicable state securities laws or in compliance with the requirements of an exemption from, or a transaction not subject to, the registration requirements of the U.S. Securities Act and any applicable state securities laws. (h) each U.S. TargetCo Shareholder understands that the offer and sale of the Consideration Shares by the Purchaser to a U.S. Person, or to, or for the account or benefit of, a U.S. Person or any person in the United States as contemplated hereby is being made in reliance on available exemptions from such registration requirements provided by Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securites Act and applicable state securities laws. (i) any Consideration Shares issued to any U.S. TargetCo Shareholder will be “restricted securities” within the meaning of Rule 144(a) under the U.S. Securities Act and will be subject to resale limitations imposed thereby and the U.S. Securities Act and bear a U.S. restrictive legend in substantially the following form: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY; (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN ACCORDANCE WITH ALL LOCAL LAWS AND REGULATIONS; (C) IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS; OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, AND, IN THE CASE OF CLAUSE (C) OR (D), THE SELLER FURNISHES TO THE COMPANY AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY TO SUCH EFFECT. THE PRESENCE OF THIS LEGEND MAY IMPAIR THE ABILITY OF THE HOLDER HEREOF TO EFFECT “GOOD DELIVERY” OF THE SECURITIES REPRESENTED HEREBY ON A CANADIAN STOCK EXCHANGE.” (j) each U.S. TargetCo Shareholder is familiar with the resale limitations imposed thereby and the U.S. Securities Act or has been independently advised of such resale limitations by an investment advisor or legal counsel; (k) the TargetCo Shareholders will not offer or sell the Consideration Shares in the United States or to a U.S. Person, or for the account or benefit of, a U.S. Person or a person in the United States unless such securities are registered under the U.S. Securities Act and the securities laws of all applicable states of the United States or an exemption from such registration requirements is available, and further the TargetCo Shareholders will not resell the Consideration Shares in any jurisdiction, except in accordance with the provisions of applicable securities legislation, regulations, rules, policies and orders and stock exchange rules, and, if applicable, Rule 904 of Regulation S.

Restrictions on Resale. Each of the Shareholders Securityholders acknowledges and agrees as follows: (a) the transfer of the Purchased Shares and the issuance of the Payment Shares Shares, in exchange therefor, and the issuance of the Replacement OptionsWarrants, will be made pursuant to appropriate exemptions (the “"Exemptions”") from any applicable the formal takeover bid and registration and prospectus (or equivalent) requirements of the Securities Laws; (b) that the CSE, in addition to any restrictions on transfer imposed by the Securities Lawsapplicable securities laws, may require certain of the Payment Shares and Replacement Options Warrants to be held in escrow in accordance with the policies of the CSE; (c) as a consequence of acquiring the Payment Shares or Replacement Options Warrants pursuant to the Exemptions: (i) the Shareholder Securityholder will be restricted from using certain of the civil remedies available under the Securities Laws; (ii) the Shareholder Securityholder may not receive information that might otherwise be required to be provided to the ShareholderSecurityholder, and the Purchaser is relieved from certain obligations that would otherwise apply under Securities Laws if the Exemptions were not being relied upon by the Purchaser; (iii) no securities commission, stock exchange or similar regulatory authority has reviewed or passed on the merits of an investment in the Payment Shares or Replacement OptionsWarrants; (iv) there is no government or other insurance covering the Payment Shares or Replacement OptionsWarrants; and (v) an investment in the Payment Shares or Replacement Options Warrants is speculative and of high risk; (d) although no hold periods are currently expected to be applicable, the certificates representing the Payment Shares and Replacement Options Warrants will bear such legends as required by Securities Laws and the policies of the CSE and it is the responsibility of the Shareholder Securityholder to find out what those restrictions are and to comply with them before selling the Payment Shares or Common Shares issuable upon exercise of a Replacement OptionsWarrant; and (e) the Shareholder Securityholder is knowledgeable of, or has been independently advised as to, the Applicable Laws of that jurisdiction which apply to the sale of the Purchased Shares and Common Shares issuable on exercise of a Replacement Options Warrants and the issuance of the Payment Shares and Common Shares issuable on exercise of a Replacement Options Warrants and which may impose restrictions on the resale of such Payment Shares and or Common Shares issuable on exercise of a Replacement Options Warrant in that jurisdiction and it is the responsibility of the Shareholder Securityholder to find out what those resale restrictions are, and to comply with them before selling the Payment Shares or Common Shares.

Restrictions on Resale. Each of the Shareholders Securityholders acknowledges and agrees as follows: (a) the transfer of the Purchased Shares and the issuance of the Payment Shares Shares, in exchange therefor, and the issuance of the Replacement OptionsWarrants, will be made pursuant to appropriate exemptions (the “Exemptions”) from any applicable the formal takeover bid and registration and prospectus (or equivalent) requirements of the Securities Laws; (b) that the CSEExchange, in addition to any restrictions on transfer imposed by the Securities Lawsapplicable securities laws, may require certain of the Payment Shares and and/or Replacement Options Warrants to be held in escrow in accordance with the policies of the CSEExchange; (c) as a consequence of acquiring the Payment Shares or Replacement Options Warrants pursuant to the Exemptions: (i) the Shareholder Securityholder will be restricted from using certain of the civil remedies available under the Securities Laws; (ii) the Shareholder Securityholder may not receive information that might otherwise be required to be provided to the ShareholderSecurityholder, and the Purchaser is relieved from certain obligations that would otherwise apply under Securities Laws if the Exemptions were not being relied upon by the Purchaser; (iii) no securities commission, stock exchange or similar regulatory authority has reviewed or passed on the merits of an investment in the Payment Shares or Replacement OptionsWarrants; (iv) there is no government or other insurance covering the Payment Shares or Replacement OptionsWarrants; and (v) an investment in the Payment Shares or Replacement Options Warrants is speculative and of high risk; (d) the certificates representing the Payment Shares and Replacement Options Warrants will bear such legends as required by Securities Laws and the policies of the CSE Exchange and it is the responsibility of the Shareholder Securityholder to find out what those restrictions are and to comply with them before selling the Payment Shares or Common Shares issuable upon exercise of a Replacement OptionsWarrant; and (e) the Shareholder Securityholder is knowledgeable of, or has been independently advised as to, the Applicable Laws of that jurisdiction which apply to the sale of the Purchased Shares and Common Shares issuable on exercise of a Replacement Options Warrants and the issuance of the Payment Shares and Common Shares issuable on exercise of a Replacement Options Warrants and which may impose restrictions on the resale of such Payment Shares and or Common Shares issuable on exercise of a Replacement Options Warrant in that jurisdiction and it is the responsibility of the Shareholder Securityholder to find out what those resale restrictions are, and to comply with them before selling the Payment Shares or Common Shares.

Restrictions on Resale. Each ‌ (a) The Common Shares issuable upon conversion of the Shareholders Subscription Receipts will be subject to a contractual escrow period commencing immediately upon issuance and ending four (4) months after the date of Listing (the “SR Common Shares Restrictions”).‌ (b) Save and except (i) the Common Shares issuable upon conversion of the Subscription Receipts, which will be subject to the SR Common Shares Restrictions in accordance with Section 2.3(a) and (ii) the Common Shares issuable upon conversion of the Distribution Special Warrants which will be free trading at the time of Listing, all Common Shares issued in connection with this Agreement, including, but not limited to, the Payment Shares, and all Common Shares issued and outstanding as of the date hereof will be subject to the following restrictions on sale (the “Common Shares Restrictions”): (i) fifteen percent (15%) to be free trading at the time of Listing; and (ii) eight and a half percent (8.5%) to be free trading every 30 days thereafter until all such Common Shares are free trading. (c) The SR Common Shares Restrictions and the Common Shares Restrictions: (i) shall be removed effective immediately upon the consummation of any Change of Control transaction; and (ii) may be amended from time-to-time as agreed upon by the Vendor and the Purchaser, acting reasonably. (d) The Vendor acknowledges and agrees as follows: (ai) the transfer of the Purchased Vendor Shares and the issuance of the Payment Shares in exchange therefor, and the issuance of the Replacement Options, therefor will be made pursuant to appropriate exemptions the take-over bid prospectus exemption found in Section 2.16 of NI 45-106 (the “Exemptions”) from any applicable takeover bid and registration and prospectus (or equivalent) requirements of the Securities Laws;Exemption”);‌ (b) that the CSE, in addition to any restrictions on transfer imposed by the Securities Laws, may require certain of the Payment Shares and Replacement Options to be held in escrow in accordance with the policies of the CSE; (cii) as a consequence of acquiring the Payment Shares or Replacement Options pursuant to the ExemptionsExemption: (iA) the Shareholder Vendor will be restricted from using certain of the civil remedies available under the Securities Laws; (iiB) the Shareholder Vendor may not receive information that might otherwise be required to be provided to the ShareholderVendor, and the Purchaser is relieved from certain obligations that would otherwise apply under Securities Laws if the Exemptions Exemption were not being relied upon by the Purchaser; (iiiC) no securities commission, stock exchange or similar regulatory authority has reviewed or passed on the merits of an investment in the Payment Shares or Replacement OptionsShares; (ivD) there is no government or other insurance covering the Payment Shares or Replacement OptionsShares; and (vE) an investment in the Payment Shares or Replacement Options is speculative and of high risk; (diii) the certificates representing the Payment Shares and Replacement Options will bear such legends as required by Securities Laws and the policies of the CSE and it is the responsibility of the Shareholder Vendor to find out what those restrictions are and to comply with them before selling the Payment Shares or Common Shares issuable upon exercise of a Replacement Options; andShares; (eiv) the Shareholder Vendor is knowledgeable of, or has been independently advised as to, the Applicable applicable Laws of that jurisdiction which apply to the sale of the Purchased Vendor Shares and Common Shares issuable on exercise of a Replacement Options and the issuance of the Payment Shares and Common Shares issuable on exercise of a Replacement Options and which may impose restrictions on the resale of such Payment Shares and Common Shares issuable on exercise of a Replacement Options in that jurisdiction and it is the responsibility of the Shareholder Vendor to find out what those resale restrictions are, and to comply with them before selling the Payment Shares; and (v) None of the securities of the Purchaser proposed for issuance pursuant to the Transaction have been or will be registered under the U.S. Securities Act or under the securities laws of any state of the United States, and the Transaction will be completed in reliance by the Purchaser upon exemptions from U.S. federal and state registration requirements.

Restrictions on Resale. Each of the Shareholders acknowledges and agrees as follows: (a) the transfer of the Purchased Shares and the issuance of the Payment Shares Shares, in exchange therefor, and the issuance of the Replacement Options, will be made pursuant to appropriate exemptions exemptions, including (but not limited to) the take-over bid prospectus exemption found in Section 2.16 of National Instrument 45- 106 – Prospectus Exemptions (the “Exemptions”) from any applicable takeover take-over bid and registration and prospectus (or equivalent) requirements of the Securities Laws; (b) that the CSE, in addition to any restrictions on transfer imposed by the Securities Laws, may require certain of the Payment Shares and Replacement Options to be held in escrow in accordance with the policies of the CSE; (c) as a consequence of acquiring the Payment Shares or Replacement Options pursuant to the Exemptions: (i) the Shareholder will be restricted from using certain of the civil remedies available under the Securities Laws; (ii) the Shareholder may not receive information that might otherwise be required to be provided to the Shareholder, and the Purchaser is relieved from certain obligations that would otherwise apply under Securities Laws if the Exemptions were not being relied upon by the Purchaser; (iii) no securities commission, stock exchange or similar regulatory authority has reviewed or passed on the merits of an investment in the Payment Shares or Replacement OptionsShares; (iv) there is no government or other insurance covering the Payment Shares or Replacement OptionsShares; and (v) an investment in the Payment Shares or Replacement Options is speculative and of high risk; (dc) although no statutory hold periods are currently expected to be applicable, the certificates representing the Payment Shares and Replacement Options will bear such legends as required by Securities Laws and the policies of the CSE and it is the responsibility of the Shareholder to find out what those restrictions are and to comply with them before selling the Payment Shares or Common Shares issuable upon exercise of a Replacement Options; andShares; (ed) the Shareholder is knowledgeable of, or has been independently advised as to, the Applicable Laws of that jurisdiction which apply to the sale of the Purchased Shares and Common Shares issuable on exercise of a Replacement Options and the issuance of the Payment Shares and Common Shares issuable on exercise of a Replacement Options and which may impose restrictions on the resale of such Payment Shares and Common Shares issuable on exercise of a Replacement Options in that jurisdiction and it is the responsibility of the Shareholder to find out what those resale restrictions are, and to comply with them before selling the Payment Shares; and (e) all Payment Shares issued in exchange for the Purchased Shares held by the Shareholders will be subject to the following voluntary hold periods: 25% of the Payments Shares will be released on the date that is 3 months following the Closing and an additional 25% will be released every 3 months thereafter until all Payments Shares have been released, and the certificates representing such Payments Shares will bear a legend (or legends) substantially in the following form: “The securities represented hereby shall not be offered, sold, transferred, pledged, hypothecated or otherwise traded before that date that is [three/six/nine/twelve] months after the issuance date, unless consented to by the Company.”

Restrictions on Resale. Each of the Shareholders acknowledges and agrees as follows: (a) the transfer of the Purchased Shares and the issuance of the Payment Shares Shares, in exchange therefor, and the issuance of the Replacement Options, will be made pursuant to appropriate exemptions (the “Exemptions”) from any applicable the formal takeover bid and registration and prospectus (or equivalent) requirements of the Securities Laws; (b) that the CSE, in addition to any restrictions on transfer imposed by the Securities Lawsapplicable securities laws, may require certain of the Payment Shares and Replacement Options to be held in escrow in accordance with the policies of the CSE; (c) as a consequence of acquiring the Payment Shares or Replacement Options pursuant to the Exemptions: (i) the Shareholder will be restricted from using certain of the civil remedies available under the Securities Laws; (ii) the Shareholder may not receive information that might otherwise be required to be provided to the Shareholder, and the Purchaser is relieved from certain obligations that would otherwise apply under Securities Laws if the Exemptions were not being relied upon by the Purchaser; (iii) no securities commission, stock exchange or similar regulatory authority has reviewed or passed on the merits of an investment in the Payment Shares or Replacement OptionsShares; (iv) there is no government or other insurance covering the Payment Shares or Replacement OptionsShares; and (v) an investment in the Payment Shares or Replacement Options is speculative and of high risk; (d) the certificates representing the Payment Shares and Replacement Options will bear such legends as required by Securities Laws and the policies of the CSE and it is the responsibility of the Shareholder to find out what those restrictions are and to comply with them before selling the Payment Shares or Common Shares issuable upon exercise of a Replacement OptionsShares; and (e) the Shareholder is knowledgeable of, or has been independently advised as to, the Applicable Laws of that jurisdiction which apply to the sale of the Purchased Shares and Common Shares issuable on exercise of a Replacement Options and the issuance of the Payment Shares and Common Shares issuable on exercise of a Replacement Options and which may impose restrictions on the resale of such Payment Shares and Common Shares issuable on exercise of a Replacement Options in that jurisdiction and it is the responsibility of the Shareholder to find out what those resale restrictions are, and to comply with them before selling the Payment Shares.

Restrictions on Resale. Each of the Shareholders acknowledges and agrees as follows: (a) the transfer of the Purchased Canuck Shares and the issuance of the Payment Consideration Shares in exchange therefor, and the issuance of the Replacement Options, will be made pursuant to appropriate exemptions exemptions, including (but not limited to) the take-over bid prospectus exemption found in Section 2.16 of National Instrument 45- 106 – Prospectus Exemptions (the “Exemptions”) from any applicable takeover take-over bid and registration and prospectus (or equivalent) requirements of the Securities Laws; (b) that the CSE, in addition to any restrictions on transfer imposed by the Securities Laws, may require certain of the Payment Shares and Replacement Options to be held in escrow in accordance with the policies of the CSE; (c) as a consequence of acquiring the Payment Consideration Shares or Replacement Options pursuant to the Exemptions: (i) the Shareholder will be restricted from using certain of the civil remedies available under the Securities Laws; (ii) the Shareholder may not receive information that might otherwise be required to be provided to the Shareholder, and the Purchaser is relieved from certain obligations that would otherwise apply under Securities Laws if the Exemptions were not being relied upon by the Purchaser; (iii) no securities commission, stock exchange or similar regulatory authority has reviewed or passed on the merits of an investment in the Payment Shares or Replacement OptionsConsideration Shares; (iv) there is no government or other insurance covering the Payment Shares or Replacement OptionsConsideration Shares; and (v) an investment in the Payment Consideration Shares or Replacement Options is speculative and of high risk; (dc) the certificates (or Direct Registration System Statements) representing the Payment Consideration Shares and Replacement Options will bear such legends as required by Securities Laws and the policies of the CSE and it is the responsibility of the Shareholder to find out what those restrictions are and to comply with them before selling the Payment Shares or Common Shares issuable upon exercise of a Replacement OptionsConsideration Shares; and (ed) the Shareholder is knowledgeable of, or has been independently advised as to, the Applicable Laws of that jurisdiction which apply to the sale of the Purchased Canuck Shares and Common Shares issuable on exercise of a Replacement Options and the issuance of the Payment Consideration Shares and Common Shares issuable on exercise of a Replacement Options and which may impose restrictions on the resale of such Payment Consideration Shares and Common Shares issuable on exercise of a Replacement Options in that jurisdiction and it is the responsibility of the Shareholder to find out what those resale restrictions are, and to comply with them before selling the Payment Consideration Shares.

Restrictions on Resale. Each of the Shareholders acknowledges and agrees as follows: (a) the transfer of the Purchased Shares and the issuance of the Payment Shares in exchange therefor, and the issuance of the Replacement Options, therefor will be made pursuant to appropriate exemptions the take-over bid prospectus exemption found in Section 2.16 of National Instrument 45-106 – Prospectus Exemption (the “ExemptionsExemption”) from any applicable takeover bid and registration and prospectus (or equivalent) requirements of the Securities Laws); (b) that the CSE, in addition to any restrictions on transfer imposed by the Securities Laws, may require certain of the Payment Shares and Replacement Options to be held in escrow in accordance with the policies of the CSE; (c) as a consequence of acquiring the Payment Shares or Replacement Options pursuant to the ExemptionsExemption, but without limiting the obligation of the Purchaser to provide the Shareholders with full true and plain disclosure of all material facts and material information with respect to the business, property, assets and liabilities of the Purchaser, and its liability to the Shareholders in respect of any misrepresentations contained therein: (i) the Shareholder will be restricted from using certain of the civil remedies available under the Securities Laws; (ii) the Shareholder may not receive information that might otherwise be required to be provided to the Shareholder, and the Purchaser is relieved from certain obligations that would otherwise apply under Securities Laws if the Exemptions Exemption were not being relied upon by the Purchaser; (iii) no securities commission, stock exchange or similar regulatory authority has reviewed or passed on the merits of an investment in the Payment Shares or Replacement OptionsShares; (iv) there is no government or other insurance covering the Payment Shares or Replacement OptionsShares; and (v) an investment in the Payment Shares or Replacement Options is speculative and of high risk; (dc) the certificates representing the Payment Shares and Replacement Options will bear such legends as required by Securities Laws and the policies of the CSE and it is the responsibility of the Shareholder to find out what those restrictions are and to comply with them before selling the Payment Shares or Common Shares issuable upon exercise of a Replacement OptionsShares; and; (ed) the Shareholder is knowledgeable of, or has been independently advised as to, the Applicable Laws of that jurisdiction which apply to the sale of the Purchased Shares and Common Shares issuable on exercise of a Replacement Options and the issuance of the Payment Shares and Common Shares issuable on exercise of a Replacement Options and which may impose restrictions on the resale of such Payment Shares and Common Shares issuable on exercise of a Replacement Options in that jurisdiction and it is the responsibility of the Shareholder to find out what those resale restrictions are, and to comply with them before selling the Payment Shares.

Restrictions on Resale. Each of the Shareholders Securityholders acknowledges and agrees as follows: (a) the transfer of the Purchased Shares and the issuance of the Payment Shares in exchange therefor, and the issuance of the Replacement OptionsWarrants, will be made pursuant to appropriate exemptions (the “Exemptions”) from any applicable the formal takeover bid and registration and prospectus (or equivalent) requirements of the Securities Laws; (b) that the CSE, in addition to any restrictions on transfer imposed by the Securities Lawsapplicable securities laws, may require certain of the Payment Shares and Replacement Options Warrants to be held in escrow in accordance with the policies of the CSE; (c) as a consequence of acquiring the Payment Shares or Replacement Options Warrants pursuant to the Exemptions: (i) the Shareholder Securityholder will be restricted from using certain of the civil remedies available under the Securities Laws; (ii) the Shareholder Securityholder may not receive information that might otherwise be required to be provided to the ShareholderSecurityholder, and the Purchaser is relieved from certain obligations that would otherwise apply under Securities Laws if the Exemptions were not being relied upon by the Purchaser; (iii) no securities commission, stock exchange or similar regulatory authority has reviewed or passed on the merits of an investment in the Payment Shares or Replacement OptionsWarrants; (iv) there is no government or other insurance covering the Payment Shares or Replacement OptionsWarrants; and (v) an investment in the Payment Shares or Replacement Options Warrants is speculative and of high risk; (d) although no hold periods are currently expected to be applicable, the certificates representing the Payment Shares and Replacement Options Warrants will bear such legends as required by Securities Laws and the policies of the CSE and it is the responsibility of the Shareholder Securityholder to find out what those restrictions are and to comply with them before selling the Payment Shares or Common Shares issuable upon exercise of a Replacement OptionsWarrant; and (e) the Shareholder Securityholder is knowledgeable of, or has been independently advised as to, the Applicable Laws of that jurisdiction which apply to the sale of the Purchased Shares and Common Shares issuable on exercise of a Replacement Options Warrants and the issuance of the Payment Shares and Common Shares issuable on exercise of a Replacement Options Warrants and which may impose restrictions on the resale of such Payment Shares and or Common Shares issuable on exercise of a Replacement Options Warrant in that jurisdiction and it is the responsibility of the Shareholder Securityholder to find out what those resale restrictions are, and to comply with them before selling the Payment Shares or Common Shares.

Restrictions on Resale. Each High Ridge shall not sell, transfer, assign or otherwise dispose of any Shares purchased by exercising Options granted by this Agreement (or the Option itself), other than to a corporation of which High Ridge owns not less than 80% of the Shareholders acknowledges and agrees voting power entitled to be cast in the election of directors of such corporation, except as followsset forth below. High Ridge shall not sell, transfer, assign or otherwise dispose of its beneficial interest in any Shares or the Option, except: (a) to the transfer Company or to any person approved in a resolution adopted by a majority of the Purchased Shares Board of Directors of the Company (excluding for the purposes of such approval any directors nominated or designated by High Ridge pursuant to any agreement, arrangement or understanding between High Ridge and the issuance of the Payment Shares in exchange therefor, and the issuance of the Replacement Options, will be made pursuant to appropriate exemptions (the “Exemptions”) from any applicable takeover bid and registration and prospectus (or equivalent) requirements of the Securities LawsCompany); (b) that subject to Article 4, pursuant to an underwritten public offering of Shares managed by an investment banking firm reasonably acceptable to the CSE, in addition to any restrictions on transfer imposed by Company and registered under the Securities Laws, may require certain of the Payment Shares and Replacement Options to be held in escrow in accordance with the policies of the CSEAct; (c) as a consequence of acquiring the Payment Shares in one or Replacement Options pursuant to the Exemptions: (i) the Shareholder will be restricted more privately negotiated transactions exempt from using certain of the civil remedies available registration under the Securities Laws; Act; provided that prior to making a transfer pursuant to this clause (ii) the Shareholder may not receive information that might otherwise be required c), High Ridge shall obtain a representation from its transferee addressed to be provided to the Shareholder, High Ridge and the Purchaser is relieved from certain obligations Company that would otherwise apply under Securities Laws if the Exemptions were not such Shares are being relied upon by the Purchaser; (iii) no securities commission, stock exchange or similar regulatory authority has reviewed or passed on the merits of an acquired for investment in the Payment Shares or Replacement Options; (iv) there is no government or other insurance covering the Payment Shares or Replacement Options; and (v) an investment in the Payment Shares or Replacement Options is speculative and of high riskonly; (d) pursuant to Rule 144 under the certificates representing the Payment Shares and Replacement Options will bear such legends as required by Securities Laws and the policies of the CSE and it is the responsibility of the Shareholder to find out what those restrictions are and to comply with them before selling the Payment Shares or Common Shares issuable upon exercise of a Replacement Options; andAct; (e) to a corporation of which High Ridge and its affiliates own not less than 80% of the Shareholder voting power entitled to be cast in the election of directors (a "Controlled Corporation"); provided that such Controlled Corporation shall expressly assume in a writing duly executed by it and delivered to the Company all of the obligations and restrictions contained in this Agreement pertaining to High Ridge and shall agree to transfer such Shares to High Ridge or another Controlled Corporation of High Ridge if it ceases to be a Controlled Corporation of High Ridge; (f) in a merger or consolidation in which the Company is knowledgeable ofacquired, or has been independently advised a plan of liquidation of the Company; or (g) in response to an offer to purchase or exchange for cash or other consideration any Shares (i) which is made by or on behalf of the Company or (ii) which is made by or on behalf of any Person or Group (as to, such terms are defined in the Applicable Laws 1996 Stock Purchase Agreement) and which is approved by the Board of that jurisdiction which apply Directors of the Company at least two business days prior to the sale expiration of such offer. Notwithstanding the foregoing, High Ridge shall not sell in the aggregate, pursuant to clause (c) or (d) above, Shares representing more than 10% of the Purchased Shares and Common Shares issuable on exercise of a Replacement Options and Outstanding Voting Power (as such term is defined in the issuance 1996 Stock Purchase Agreement) of the Payment Company to any Person or Group or sell any Shares and Common Shares issuable to any such Person or Group who shall have on exercise file with the SEC a current statement on Schedule 13D under the Securities Exchange Act of a Replacement Options and which may impose restrictions on 1934, as amended (the resale "Exchange Act"), reporting its beneficial ownership of such Payment Shares and Common Shares issuable on exercise of a Replacement Options in that jurisdiction and it is the responsibility 10% or more of the Shareholder to find out what those resale restrictions are, and to comply with them before selling outstanding voting power of the Payment SharesCompany.

Restrictions on Resale. Each (i) Except as otherwise set forth herein, the Merger Shares, the options to acquire shares of the Shareholders acknowledges and agrees as follows: (a) the transfer of the Purchased Shares and the issuance of the Payment Shares ACTV Common Stock issuable in exchange thereforfor the Outstanding Options, and the issuance shares of ACTV Common Stock issuable upon the exercise of the Replacement Options, will be made pursuant options to appropriate exemptions acquire shares of ACTV Common Stock have not been registered under the Securities Act of 1933 (the “Exemptions”"Securities Act"), or the securities laws of any state, and absent an exemption from registration contained in such laws, cannot be transferred, hypothecated, sold or otherwise disposed of until (A) a registration statement with respect to such securities is declared effective under the Securities Act, or (B) such shares are saleable under Rule 144 promulgated under the Securities Act or (C) ACTV receives an opinion of counsel for ACTV that an exemption from any applicable takeover bid and the registration and prospectus (or equivalent) requirements of the Securities Laws; Act is available. Notwithstanding the forgoing, if permissible under all applicable law, no registration statement or opinion of counsel shall be necessary for a transfer by a Holder (bas defined below) that the CSE, in addition which is (W) a partnership to any restrictions on transfer imposed by the Securities Laws, may require certain of the Payment Shares and Replacement Options to be held in escrow its partners or former partners in accordance with partnership interests, (X) a corporation to its shareholders in accordance with their interest in the policies of corporation or to its subsidiaries in accordance with its percentage interest in such subsidiaries, (Y) a limited liability company to its members or former members in accordance with their interest in the CSE; limited liability company, or (cZ) as a consequence of acquiring the Payment Shares or Replacement Options pursuant to the Exemptions: Holder's family member or trust for the benefit of an individual Holder (i) each, a "Permitted Transfer"); provided that in each case the Shareholder transferee will be restricted from using certain subject to the terms of this Agreement to the civil remedies available under the Securities Laws;same extent as if he were an original Holder hereunder. (ii) In addition, except in the Shareholder may not receive information that might otherwise case of Permitted Transfers, the Intellocity Stockholders (as defined below) and the holders of Outstanding Options (collectively, the "Holders") shall also be required to be provided subject to the Shareholderfollowing restrictions on resale: (A) The Holders shall be permitted to sell, and on a pro rata basis, one million seven hundred eighty eight thousand nine hundred fifty six (1,788,956) shares of the Purchaser is relieved from certain obligations that would otherwise apply under Securities Laws if ACTV Common Stock issued or issuable upon the Exemptions were Closing (which number includes the shares of ACTV Common Stock issuable upon the exercise of the vested options, but not being relied the unvested options, to acquire shares of ACTV Common Stock) (the "Initial ACTV Common Stock") at any time after the Closing. (B) The remaining balance of the shares of ACTV Common Stock issued or issuable upon the Closing (which number includes the shares of ACTV Common Stock issuable upon the exercise of the vested, but not the unvested, options to acquire shares of ACTV Common Stock) (the "Remaining ACTV Common Stock") shall become saleable by the Purchaser; (iii) no securities commission, stock exchange or similar regulatory authority has reviewed or passed on the merits of an investment in the Payment Shares or Replacement Options; (iv) there is no government or other insurance covering the Payment Shares or Replacement Options; and (v) an investment in the Payment Shares or Replacement Options is speculative and of high risk; (d) the certificates representing the Payment Shares and Replacement Options will bear such legends as required by Securities Laws and the policies of the CSE and it is the responsibility of the Shareholder to find out what those restrictions are and to comply with them before selling the Payment Shares or Common Shares issuable upon exercise of a Replacement Options; and (e) the Shareholder is knowledgeable of, or has been independently advised as to, the Applicable Laws of that jurisdiction which apply to the sale of the Purchased Shares and Common Shares issuable on exercise of a Replacement Options and the issuance of the Payment Shares and Common Shares issuable on exercise of a Replacement Options and which may impose restrictions on the resale of such Payment Shares and Common Shares issuable on exercise of a Replacement Options in that jurisdiction and it is the responsibility of the Shareholder to find out what those resale restrictions are, and to comply with them before selling the Payment Shares.Holders:

Restrictions on Resale. Each Seller understands and acknowledges that, as a consequence of the Shareholders acknowledges and agrees as follows: (a) the transfer of the Purchased Shares and the issuance of the Payment Shares in exchange therefor, and the issuance of the Replacement Options, will be made pursuant to appropriate exemptions (the “Exemptions”) from any applicable takeover bid and registration and prospectus (or equivalent) requirements of the Securities Laws; (b) that the CSE, in addition to any restrictions on subsequent transfer imposed by the Securities Lawsexemptions from registration referred to in Section 2.35(f) above, the Metretek Shares may require certain not subsequently be offered, sold, assigned, conveyed, pledged, hypothecated or otherwise transferred by Seller except pursuant to an effective registration statement registering the sale or transfer of the Payment Metretek Shares and Replacement Options to be held in escrow in accordance with the policies of the CSE; (c) as a consequence of acquiring the Payment Shares or Replacement Options pursuant to the Exemptions: (i) the Shareholder will be restricted from using certain of the civil remedies available under the Securities Laws; (ii) the Shareholder may not receive information that might otherwise be required Act and under applicable state securities laws or pursuant to be provided to the Shareholderan exemption from such registration requirements, and the Purchaser is relieved from certain obligations that would otherwise apply under Securities Laws if the Exemptions were not being relied upon by the Purchaser; (iii) no securities commission, stock exchange or similar regulatory authority has reviewed or passed on the merits of an investment in the Payment Shares or Replacement Options; (iv) there is no government or other insurance covering the Payment Shares or Replacement Options; and (v) an investment in the Payment Shares or Replacement Options is speculative and of high risk; (d) the certificates representing the Payment Metretek Shares shall bear a legend setting forth such restrictions substantially as follows: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, OR OTHERWISE DISPOSED OF UNLESS THE SAME IS REGISTERED UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND THE COMPANY RECEIVES EVIDENCE OF SUCH EXEMPTION REASONABLY SATISFACTORY TO IT (SUCH AS AN OPINION OF COUNSEL). Each Seller further understands and Replacement Options will bear such legends as required by Securities Laws and the policies of the CSE and it is the responsibility of the Shareholder acknowledges that Purchaser has no obligation, direct or indirect, to find out what those restrictions are and to comply with them before selling the Payment Shares or Common Shares issuable upon exercise of a Replacement Options; and (e) the Shareholder is knowledgeable of, or has been independently advised as to, the Applicable Laws of that jurisdiction which apply to the sale of the Purchased Shares and Common Shares issuable on exercise of a Replacement Options and the issuance of the Payment Shares and Common Shares issuable on exercise of a Replacement Options and which may impose restrictions on register the resale of such Payment the Metretek Shares by Seller or any other Person with the Securities and Common Shares issuable on exercise Exchange Commission or with the securities commission or authority of a Replacement Options in that jurisdiction and it is the responsibility of the Shareholder to find out what those resale restrictions are, and to comply with them before selling the Payment Sharesany state or other jurisdiction.

Restrictions on Resale. Each of the Shareholders acknowledges and agrees as follows: (a) the transfer of the Purchased Shares and the issuance of the Payment Shares in exchange therefor, and the issuance of the Replacement Options, therefor will be made pursuant to appropriate exemptions exemptions, including (but not limited to) the take-over bid prospectus exemption under National Instrument 45-106 – Prospectus Exemptions (the “Exemptions”) from any applicable takeover take-over bid and registration and prospectus (or equivalent) requirements of the Securities Laws; (b) that the CSE, in addition to any restrictions on transfer imposed by the Securities Laws, may require certain of the Payment Shares and Replacement Options to be held in escrow in accordance with the policies of the CSE; (c) as a consequence of acquiring the Payment Shares or Replacement Options pursuant to the Exemptions: (i) the Shareholder will be restricted from using certain of the civil remedies available under the Securities Laws; (ii) the Shareholder may not receive information that might otherwise be required to be provided to the Shareholder, and the Purchaser is relieved from certain obligations that would otherwise apply under Securities Laws if the Exemptions were not being relied upon by the Purchaser; (iii) no securities commission, stock exchange or similar regulatory authority has reviewed or passed on the merits of an investment in the Payment Shares or Replacement OptionsShares; (iv) there is no government or other insurance covering the Payment Shares or Replacement OptionsShares; and (v) an investment in the Payment Shares or Replacement Options is speculative and of high risk; (dc) the certificates representing the Payment Shares and Replacement Options will bear such legends as required by Securities Laws and the policies of the CSE CSE, if applicable, and it is the responsibility of the Shareholder to find out what those restrictions are and to comply with them before selling the Payment Shares or Common Shares issuable upon exercise of a Replacement OptionsShares; and (ed) the Shareholder is knowledgeable of, or has been independently advised as to, the Applicable Laws of that jurisdiction which apply to the sale of the Purchased Shares and Common Shares issuable on exercise of a Replacement Options and the issuance of the Payment Shares and Common Shares issuable on exercise of a Replacement Options and which may impose restrictions on the resale of such Payment Shares and Common Shares issuable on exercise of a Replacement Options in that jurisdiction and it is the responsibility of the Shareholder to find out what those resale restrictions are, and to comply with them before selling the Payment Shares.

Restrictions on Resale. Each of the Shareholders Securityholders acknowledges and agrees as follows: (a) the transfer of the Purchased Shares and the issuance of the Payment Consideration Shares in exchange therefor, and the issuance of the Replacement Options, Warrants will be made pursuant to appropriate exemptions exemptions, including (but not limited to) the take-over bid prospectus exemption found in Section 2.16 of National Instrument 45-106 – Prospectus Exemptions (the “Exemptions”) from any applicable takeover take-over bid and registration and prospectus (or equivalent) requirements of the Securities Laws;Laws;‌ (b) that the CSE, in addition to any restrictions on transfer imposed by the Securities Laws, may require certain of the Payment Shares and Replacement Options to be held in escrow in accordance with the policies of the CSE; (c) as a consequence of acquiring the Payment Consideration Shares or and/or Replacement Options Warrants pursuant to the Exemptions: (i) the Shareholder Securityholder will be restricted from using certain of the civil remedies available under the Securities Laws; (ii) the Shareholder Securityholder may not receive information that might otherwise be required to be provided to the ShareholderSecurityholder, and the Purchaser is relieved from certain obligations that would otherwise apply under Securities Laws if the Exemptions were not being relied upon by the Purchaser; (iii) no securities commission, stock exchange or similar regulatory authority has reviewed or passed on the merits of an investment in the Payment Consideration Shares or Replacement OptionsWarrants; (iv) there is no government or other insurance covering the Payment Consideration Shares or Replacement OptionsWarrants; and (v) an investment in the Payment Consideration Shares or and Replacement Options Warrants is speculative and of high risk; (dc) the certificates (or Direct Registration System Statements) representing the Payment Consideration Shares and Replacement Options Warrants will bear such legends as required by Securities Laws and the policies of the CSE and it is the responsibility of the Shareholder Securityholder to find out what those restrictions are and to comply with them before selling the Payment Consideration Shares or Common Shares issuable upon exercise of a the Replacement Options; andWarrants; (ed) the Shareholder Securityholder is knowledgeable of, or has been independently advised as to, the Applicable Laws of that jurisdiction which apply to the sale of the Purchased Zeal Shares and Common Shares issuable on exercise of a Replacement Options Zeal Warrants and the issuance of the Payment Consideration Shares and Common Shares issuable on exercise of a Replacement Options Warrants and which may impose restrictions on the resale of such Payment Consideration Shares and Common Shares issuable on exercise of a Replacement Options Warrants in that jurisdiction and it is the responsibility of the Shareholder Securityholder to find out what those resale restrictions are, and to comply with them before selling the Payment SharesConsideration Shares or the Replacement Warrants; and (e) all Consideration Shares issued in exchange for the Zeal Shares will be subject to a voluntary hold period of four (4) months from the Closing Date and the share certificates (or Direct Registration System Statements) evidencing the Consideration Shares will bear a restrictive legend as follows: “The securities represented hereby shall not be offered, sold, transferred, pledged, hypothecated or otherwise traded before that date that is four months after the date of issuance, unless consented to in writing by the Company.”

Restrictions on Resale. Each of the Shareholders Securityholders acknowledges and agrees as follows: (a) the transfer of the Purchased Shares and the issuance of the Payment Shares Shares, in exchange therefor, the issuance of the Replacement Warrants and the issuance of the Replacement OptionsEarn Out Shares, if applicable, will be made pursuant to appropriate exemptions (the “Exemptions”) from any applicable takeover bid and registration and prospectus (or equivalent) requirements of the Securities Laws; (b) that the CSE, in addition to any restrictions on transfer imposed by the Securities Lawsapplicable securities laws, may require certain of the Payment Shares, Replacement Warrants and Earn Out Shares and Replacement Options to be held in escrow in accordance with the policies of the CSE; (c) as a consequence of acquiring the Payment Shares Shares, Replacement Warrants or Replacement Options Earn Out Shares, if applicable, pursuant to the Exemptions: (i) the Shareholder Securityholder will be restricted from using certain of the civil remedies available under the Securities Laws; (ii) the Shareholder Securityholder may not receive information that might otherwise be required to be provided to the ShareholderSecurityholder , and the Purchaser is relieved from certain obligations that would otherwise apply under Securities Laws if the Exemptions were not being relied upon by the Purchaser; (iii) no securities commission, stock exchange or similar regulatory authority has reviewed or passed on the merits of an investment in the Payment Shares Shares, Replacement Warrants or Replacement OptionsEarn Out Shares; (iv) there is no government or other insurance covering the Payment Shares Shares, Replacement Warrants or Replacement OptionsEarn Out Shares; and (v) an investment in the Payment Shares, Replacement Warrants or, if applicable, the Earn Out Shares or Replacement Options is speculative and of high risk; (d) the certificates representing the Payment Shares, Replacement Warrants and Earn Out Shares and Replacement Options will bear such legends as required by Securities Laws and the policies of the CSE and it is the responsibility of the Shareholder Securityholder to find out what those restrictions are and to comply with them before selling the Payment Shares Shares, Replacement Warrants (or Common Shares issuable issued upon the exercise thereof) or Earn Out Shares; (e) in addition to any legends required by Securities Laws and the policies of a Replacement Optionsthe CSE as described above, the certificates representing 90% of the Payment Shares will be further restricted as follows: 15% until May 25, 2020; 15% until November 25, 2020; 15% until May 25, 2021; 15% until November 25, 2021; 15% until May 25, 2022; 15% until November 25, 2022; and (ef) the Shareholder Securityholder is knowledgeable of, or has been independently advised as to, the Applicable Laws of that jurisdiction which apply to the sale of the Purchased Shares and Common Shares issuable on exercise of a Replacement Options Warrants and the issuance of the Payment Shares and Shares, Common Shares issuable on exercise of a Replacement Options Warrants and Earn Out Shares and which may impose restrictions on the resale of such Payment Shares Shares, and Common Shares issuable on exercise of a Replacement Options Warrants or Earn Out Shares in that jurisdiction and it is the responsibility of the Shareholder Securityholder to find out what those resale restrictions are, and to comply with them before selling the Payment Shares, Common Shares or Earn Out Shares.

Restrictions on Resale. Each of the Shareholders acknowledges and agrees as follows: (a) the transfer of the Purchased Shares and the issuance of the Payment Shares in exchange therefor, and the issuance of the Replacement Options, will be made pursuant to appropriate exemptions (the “Exemptions”) from any applicable takeover bid and registration and prospectus (or equivalent) requirements of the Securities Laws; (b) that the CSE, in addition to any restrictions on transfer imposed by the Securities Laws, may will require certain of the Payment Consideration Shares and Replacement Options to be held in escrow in accordance with the policies of the CSECSE as set forth in Schedule “F” attached hereto. The Parties acknowledge that it is anticipated those shares listed in Schedule “F” attached hereto will be subject to the escrow requirements set out in National Policy 46-201 – Escrow for Initial Public Offerings and certain of the Consideration Shares will be subject to an escrow agreement‌ (the “Escrow Agreement”), which will provide for the staged release of the Consideration Shares from escrow as set forth in Schedule “F” attached hereto; (b) the transfer of the Purchased Shares and the issuance of the Consideration Shares, in exchange therefor, will be made pursuant to appropriate exemptions (the “Exemptions”) from the formal takeover bid, registration and prospectus (or equivalent) requirements of the Securities Laws; (c) as a consequence of acquiring the Payment Shares or Replacement Options Consideration Shares, pursuant to the ExemptionsExemptions each Shareholder acknowledges that: (i) the Shareholder will be restricted from using certain of the civil remedies available under the Securities Laws; (ii) the Shareholder may not receive information that might otherwise be required to be provided to the Shareholder, and the Purchaser is relieved from certain obligations that would otherwise apply under Securities Laws if the Exemptions were not being relied upon by the Purchaser; (iii) no securities commission, stock exchange commission or similar regulatory authority has reviewed or passed on the merits of an investment in the Payment Shares or Replacement OptionsConsideration Shares; (ivii) there is no government or other insurance covering the Payment Shares or Replacement Options; and (v) an investment in the Payment Shares or Replacement Options is speculative and of high riskConsideration Shares; (diii) there are risks associated with the certificates representing the Payment Shares and Replacement Options will bear such legends as required by Securities Laws and the policies purchase of the CSE Consideration Shares; (iv) there are restrictions on the Shareholder’s ability to resell the Consideration Shares and it is the responsibility of the Shareholder to find out what those restrictions are and to comply with them before selling the Payment Shares Consideration Shares, and (v) the Purchaser has advised the Shareholder that the Purchaser is relying on an exemption from the requirements to provide the Shareholder with a prospectus and to sell securities through a person registered to sell securities under the Securities Act (British Columbia) and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by the Securities Act (British Columbia), including statutory rights of rescission or Common Shares issuable upon exercise damages, will not be available to the Shareholder; (d) if applicable, the certificates representing the Consideration Securities will bear such legends as required by Securities Laws and it is the responsibility of a Replacement Optionsthe Shareholder to find out what those restrictions are and to comply with them before selling the Consideration Securities; and (e) the Shareholder is knowledgeable of, or has been independently advised as toto seek independent legal advice about the transactions contemplated under this Agreement, the Applicable Laws applicable laws of that jurisdiction which apply to the sale of the Purchased Shares and Common Shares issuable on exercise of a Replacement Options Consideration Securities and the issuance of the Payment Shares and Common Shares issuable on exercise of a Replacement Options Consideration Securities, and which may impose restrictions on the resale of such Payment Shares and Common Shares issuable on exercise of a Replacement Options Consideration Securities in that jurisdiction and the Shareholder acknowledges that it is the responsibility of the Shareholder to find out what those resale restrictions are, and to comply with them before selling the Payment SharesConsideration Securities.

Restrictions on Resale. Each of the Shareholders acknowledges and agrees as follows: (a) the transfer of the Purchased Shares Securities and the issuance of the Payment Shares Consideration Securities, in exchange therefor, and ZLOO EH PDGH SXUVXDQW WExRem pDtioSnsS´U R SULDW from the issuance of the Replacement Optionsformal takeover bid, will be made pursuant to appropriate exemptions (the “Exemptions”) from any applicable takeover bid and registration and prospectus (or equivalent) requirements of the Securities Laws; (b) that the CSE, in addition to any restrictions on transfer imposed by the Securities Laws, may require certain of the Payment Shares and Replacement Options to be held in escrow in accordance with the policies of the CSE; (c) as a consequence of acquiring the Payment Shares or Replacement Options Consideration Securities, pursuant to the ExemptionsExemptions each Shareholder acknowledges that: (i) the Shareholder will be restricted from using certain of the civil remedies available under the Securities Laws; (ii) the Shareholder may not receive information that might otherwise be required to be provided to the Shareholder, and the Purchaser is relieved from certain obligations that would otherwise apply under Securities Laws if the Exemptions were not being relied upon by the Purchaser; (iii) no securities commission, stock exchange commission or similar regulatory authority has reviewed or passed on the merits of an investment in the Payment Shares or Replacement OptionsConsideration Securities; (ivii) there is no government or other insurance covering the Payment Shares or Replacement Options; and (v) an investment in the Payment Shares or Replacement Options is speculative and of high riskConsideration Securities; (diii) there are risks associated with the certificates representing the Payment Shares and Replacement Options will bear such legends as required by Securities Laws and the policies purchase of the CSE Consideration Securities; (iv) WKHUH DUH UHVWULFWLRQV RQ WCoKnsHide rat6ionKDUHKRO Securities and it is the responsibility of the Shareholder to find out what those restrictions are and to comply with them before selling the Payment Shares or Common Shares issuable upon exercise of a Replacement OptionsConsideration Securities; and (ev) the Purchaser has advised the Shareholder that the Purchaser is relying on an exemption from the requirements to provide the Shareholder with a prospectus and to sell securities through a person registered to sell securities under the Securities Act (British Columbia) and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by the Securities Act (British Columbia), including statutory rights of rescission or damages, will not be available to the Shareholder; (c) if applicable, the certificates representing the Consideration Securities will bear such legends as required by Securities Laws and it is the responsibility of the Shareholder to find out what those restrictions are and to comply with them before selling the Consideration Securities; and (d) the Shareholder is knowledgeable of, or has been independently advised as toto seek independent legal advice about the transactions contemplated under this Agreement, the Applicable Laws applicable laws of that jurisdiction which apply to the sale of the Purchased Shares and Common Shares issuable on exercise of a Replacement Options Consideration Securities and the issuance of the Payment Shares and Common Shares issuable on exercise of a Replacement Options Consideration Securities, and which may impose restrictions on the resale of such Payment Shares and Common Shares issuable on exercise of a Replacement Options Consideration Securities in that jurisdiction and the Shareholder acknowledges that it is the responsibility of the Shareholder to find out what those resale restrictions are, and to comply with them before selling the Payment SharesConsideration Securities.

Restrictions on Resale. Each of the Shareholders Securityholders acknowledges and agrees as follows: (a) the transfer cancellation of the Purchased Shares and the issuance of the Payment Shares in exchange therefor, and the issuance of the Replacement OptionsWarrants, will be made pursuant to appropriate exemptions exemptions, including (but not limited to) the take-over bid prospectus exemption under National Instrument 45-106 – Prospectus Exemptions (the “Exemptions”) from any applicable takeover take-over bid and registration and prospectus (or equivalent) requirements of the Securities Laws; (b) that the CSE, in addition to any restrictions on transfer imposed by the Securities Laws, may require certain of the Payment Shares and Replacement Options to be held in escrow in accordance with the policies of the CSE; (c) as a consequence of acquiring the Payment Shares or Replacement Options Warrants pursuant to the Exemptions:Exemptions:‌ (i) the Shareholder Securityholder will be restricted from using certain of the civil remedies available under the Securities Laws; (ii) the Shareholder Securityholder may not receive information that might otherwise be required to be provided to the ShareholderSecurityholder, and the Purchaser is relieved from certain obligations that would otherwise apply under Securities Laws if the Exemptions were not being relied upon by the Purchaser; (iii) no securities commission, stock exchange or similar regulatory authority has reviewed or passed on the merits of an investment in the Payment Shares or Replacement OptionsWarrants; (iv) there is no government or other insurance covering the Payment Shares or Replacement OptionsWarrants; andand‌ (v) an investment in the Payment Shares or Replacement Options Warrants is speculative and of high risk; (dc) the certificates representing the Payment Shares, Replacement Warrants and Common Shares and issuable upon exercise of a Replacement Options Warrants will bear such legends as required by Securities Laws and the policies of the CSE CSE, if applicable, and it is the responsibility of the Shareholder Securityholder to find out what those restrictions are and to comply with them before selling the Payment Shares or Common Shares issuable upon exercise of a Replacement OptionsWarrants; and (ed) the Shareholder Securityholder is knowledgeable of, or has been independently advised as to, the Applicable Laws of that jurisdiction which apply to the sale of the Purchased Shares and Common Shares issuable on exercise of a Replacement Options Warrants and the issuance of the Payment Shares and Common Shares issuable on exercise of a Replacement Options Warrants and which may impose restrictions on the resale of such Payment Shares and Common Shares issuable on exercise of a Replacement Options Warrants in that jurisdiction and it is the responsibility of the Shareholder Securityholder to find out what those resale restrictions are, and to comply with them before selling the Payment Shares.

Restrictions on Resale. Each of the Shareholders Members acknowledges and agrees as follows: (a) the transfer of the Purchased Shares Membership Interests and the issuance of the Payment Shares Shares, in exchange therefor, and the issuance of the Replacement Options, will be made pursuant to appropriate exemptions (the “Exemptions”) from any applicable the formal takeover bid and registration and prospectus (or equivalent) requirements of the Securities Laws; (b) that the CSE, in addition to any restrictions on transfer imposed by the Securities Lawsapplicable securities laws, may require certain of the Payment Shares and Replacement Options to be held in escrow in accordance with the policies of the CSE; (c) as a consequence of acquiring the Payment Shares or Replacement Options Shares, pursuant to the Exemptions: (i) the Shareholder Member will be restricted from using certain of the civil remedies available under the Securities Laws; (ii) the Shareholder Member may not receive information that might otherwise be required to be provided to the ShareholderMember, and the Purchaser is relieved from certain obligations that would otherwise apply under Securities Laws if the Exemptions were not being relied upon by the Purchaser; (iii) no securities commission, stock exchange or similar regulatory authority has reviewed or passed on the merits of an investment in the Payment Shares or Replacement OptionsShares; (iv) there is no government or other insurance covering the Payment Shares or Replacement OptionsShares; and (v) an investment in the Payment Shares or Replacement Options is speculative and of high risk; (d) the certificates representing the Payment Shares and Replacement Options will bear such legends as required by Securities Laws and the policies of the CSE and it is the responsibility of the Shareholder Member to find out what those restrictions are and to comply with them before selling the Payment Shares; (e) in addition to any legends required by Securities Laws and the policies of the CSE as described above, the certificates representing the Payment Shares or Common will be further restricted as follows: (i) 25% of the Payment Shares issuable upon exercise until the date that is four months from the Closing Date; (ii) 25% of a Replacement Optionsthe Payment Shares until the date that is eight months from the Closing Date; (iii) 25% of the Payment Shares until the date that is twelve months from the Closing Date; and (iv) 25% of the Payment Shares until the date that is sixteen months from the Closing Date; and (ef) the Shareholder Member is knowledgeable of, or has been independently advised as to, the Applicable Laws of that jurisdiction which apply to the sale of the Purchased Payment Shares and Common Shares issuable on exercise of a Replacement Options and the issuance of the Payment Shares and Common Shares issuable on exercise of a Replacement Options Shares, and which may impose restrictions on the resale of such Payment Shares and Common Shares issuable on exercise of a Replacement Options in that jurisdiction and it is the responsibility of the Shareholder Member to find out what those resale restrictions are, and to comply with them before selling the Payment Shares.

Restrictions on Resale. Each of the Shareholders BRB acknowledges and agrees as follows: (a) the transfer and contribution of the Purchased Shares Contributed Interests and the issuance of the Payment Shares Shares, in exchange therefor, and the issuance of the Replacement Options, will be made pursuant to appropriate exemptions (the “Exemptions”) from any applicable the formal takeover bid and registration and prospectus (or equivalent) requirements of the Securities Laws; (b) that the Payment Shares are subject to restriction on resale under applicable Securities Laws and BRB will not be able to resell any of the Payment Shares until expiration of all applicable seasoning periods other than in accordance with limited exemptions under applicable Securities Laws; (c) the CSE, in addition to any restrictions on transfer imposed by the applicable Securities Laws, may require certain of the Payment Shares and Replacement Options to be held in escrow in accordance with the policies of the CSE; (cd) no representations or warranties have been made to BRB by the Purchaser or any shareholder, officer, director, employee, agent or representative of the Purchaser, other than as set forth in this Agreement; (e) as a consequence of acquiring the Payment Shares or Replacement Options pursuant to the Exemptions: (i) the Shareholder BRB will be restricted from using certain of the civil remedies available under the Securities Laws; (ii) the Shareholder BRB may not receive information that might otherwise be required to be provided to the ShareholderBRB, and the Purchaser is relieved from certain obligations that would otherwise apply under Securities Laws if the Exemptions were not being relied upon by the Purchaser; (iii) no securities commission, stock exchange or similar regulatory authority has reviewed or passed on the merits of an investment in the Payment Shares or Replacement OptionsShares; (iv) there is no government or other insurance covering the Payment Shares or Replacement OptionsShares; and (v) an investment in the Payment Shares or Replacement Options is speculative and of high risk; (df) the certificates representing the Payment Shares and Replacement Options will bear such legends as required by applicable Securities Laws and the policies of the CSE and it is the responsibility of the Shareholder BRB to find out what those restrictions are and to comply with them before selling the Payment Shares or Common Shares issuable upon exercise of a Replacement OptionsShares; and (eg) the Shareholder BRB is knowledgeable of, or has been independently advised as to, the Applicable Laws of that jurisdiction which apply to the sale and contribution of the Purchased Shares and Common Shares issuable on exercise of a Replacement Options Contributed Interests and the issuance of the Payment Shares and Common Shares issuable on exercise of a Replacement Options and which may impose restrictions on the resale of such Payment Shares and Common Shares issuable on exercise of a Replacement Options in that jurisdiction and it is the responsibility of the Shareholder BRB to find out what those resale restrictions are, and to comply with them before selling the Payment Shares.

Restrictions on Resale. Each of the Shareholders acknowledges and agrees as follows: (a) the transfer of the Purchased Shares and the issuance of the Payment Shares Shares, in exchange therefor, and the issuance of the Replacement Options, will be made pursuant to appropriate exemptions exemptions, including (but not limited to) the take-over bid prospectus exemption found in Section 2.16 of National Instrument 45- 106 – Prospectus Exemptions (the “Exemptions”) from any applicable takeover take-over bid and registration and prospectus (or equivalent) requirements of the Securities Laws; (b) that the CSE, in addition to any restrictions on transfer imposed by the Securities Laws, may require certain of the Payment Shares and Replacement Options to be held in escrow in accordance with the policies of the CSE; (c) as a consequence of acquiring the Payment Shares or Replacement Options pursuant to the Exemptions: (i) the Shareholder will be restricted from using certain of the civil remedies available under the Securities Laws; (ii) the Shareholder may not receive information that might otherwise be required to be provided to the Shareholder, and the Purchaser is relieved from certain obligations that would otherwise apply under Securities Laws if the Exemptions were not being relied upon by the Purchaser; (iii) no securities commission, stock exchange or similar regulatory authority has reviewed or passed on the merits of an investment in the Payment Shares or Replacement OptionsShares; (iv) there is no government or other insurance covering the Payment Shares or Replacement OptionsShares; and (v) an investment in the Payment Shares or Replacement Options is speculative and of high risk; (dc) although no hold periods are currently expected to be applicable, the certificates representing the Payment Shares and Replacement Options will bear such legends as required by Securities Laws and the policies of or the CSE and it is the responsibility of the Shareholder to find out what those restrictions are and to comply with them before selling the Payment Shares or Common Shares issuable upon exercise of a Replacement OptionsShares; and (ed) the Shareholder is knowledgeable of, or has been independently advised as to, the Applicable Laws of that jurisdiction which apply to the sale of the Purchased Shares and Common Shares issuable on exercise of a Replacement Options and the issuance of the Payment Shares and Common Shares issuable on exercise of a Replacement Options and which may impose restrictions on the resale of such Payment Shares and Common Shares issuable on exercise of a Replacement Options in that jurisdiction and it is the responsibility of the Shareholder to find out what those resale restrictions are, and to comply with them before selling the Payment Shares.

Restrictions on Resale. Each of the Shareholders acknowledges and agrees as follows: (a) the transfer of the Purchased Shares and the issuance of the Payment Shares in exchange therefor, and the issuance of the Replacement Options, will be made pursuant to appropriate exemptions (the “"Exemptions”") from any applicable the formal takeover bid and registration and prospectus (or equivalent) requirements of the Securities Laws; (b) that the CSEOTC, in addition to any restrictions on transfer imposed by the applicable Securities Laws, may require certain of the Payment Shares and Replacement Options to be held in escrow in accordance with the policies of the CSEOTC; (c) as a consequence of acquiring the Payment Shares or Replacement Options pursuant to the Exemptions: (i) the Shareholder will be restricted from using certain of the civil remedies available under the Securities Laws; (ii) the Shareholder may not receive information that might otherwise be required to be provided to the Shareholder, and the Purchaser is relieved from certain obligations that would otherwise apply under Securities Laws if the Exemptions were not being relied upon by the Purchaser; (iii) no securities commission, stock exchange or similar regulatory authority has reviewed or passed on the merits of an investment in the Payment Shares or Replacement OptionsShares; (iv) there is no government or other insurance covering the Payment Shares or Replacement OptionsShares; and (v) an investment in the Payment Shares or Replacement Options is speculative and of high risk; (d) the certificates representing the Payment Shares and Replacement Options will bear such legends as required by Securities Laws and the policies of the CSE SEC and OTC and it is the responsibility of the Shareholder to find out what those restrictions are and to comply with them before selling the Payment Shares or Common Shares issuable upon exercise of a Replacement OptionsShares; and (e) the Shareholder is knowledgeable of, or has been independently advised as to, the Applicable Laws applicable laws of that jurisdiction which apply to the sale of the Purchased Shares and Common Shares issuable on exercise of a Replacement Options Payment Shares, and the issuance of the Payment Shares and Common Shares issuable on exercise of a Replacement Options Shares, and which may impose restrictions on the resale of such Payment Shares and Common Shares issuable on exercise of a Replacement Options in that jurisdiction and it is the responsibility of the Shareholder to find out what those resale restrictions are, and to comply with them before selling the Payment Shares. (f) the status of developments and negotiations with respect to such Transaction Proposal, inquiry, offer or request, including any changes, modifications or other amendments to any such Transaction Proposal, inquiry, offer or request.

Restrictions on Resale. Each of the Shareholders acknowledges and agrees as follows: (a) the transfer of the Purchased Shares and the issuance of the Payment Shares Shares, in exchange therefor, and the issuance of the Replacement Options, will be made pursuant to appropriate exemptions exemptions, including (but not limited to) the take-over bid prospectus exemption found in Section 2.16 of National Instrument 45- 106–Prospectus Exemptions (the “Exemptions”) from any applicable takeover take-over bid and registration and prospectus (or equivalent) requirements of the Securities Laws; (b) that the CSE, in addition to any restrictions on transfer imposed by the Securities Lawsapplicable securities laws, may require certain of the Payment Shares and Replacement Options to be held in escrow in accordance with the policies of the CSE; (c) as a consequence of acquiring the Payment Shares or Replacement Options pursuant to the Exemptions: (i) the Shareholder will be restricted from using certain of the civil remedies available under the Securities Laws; (ii) the Shareholder may not receive information that might otherwise be required to be provided to the Shareholder, and the Purchaser is relieved from certain obligations that would otherwise apply under Securities Laws if the Exemptions were not being relied upon by the Purchaser; (iii) no securities commission, stock exchange or similar regulatory authority has reviewed or passed on the merits of an investment in the Payment Shares or Replacement OptionsShares; (iv) there is no government or other insurance covering the Payment Shares or Replacement OptionsShares; and (v) an investment in the Payment Shares or Replacement Options is speculative and of high risk; (d) although no hold periods are currently expected to be applicable, the certificates representing the Payment Shares and Replacement Options will bear such legends as required by Securities Laws and the policies of the CSE and it is the responsibility of the Shareholder to find out what those restrictions are and to comply with them before selling the Payment Shares or Common Shares issuable upon exercise of a Replacement OptionsShares; and (e) the Shareholder is knowledgeable of, or has been independently advised as to, the Applicable Laws of that jurisdiction which apply to the sale of the Purchased Shares and Common Shares issuable on exercise of a Replacement Options and the issuance of the Payment Shares and Common Shares issuable on exercise of a Replacement Options and which may impose restrictions on the resale of such Payment Shares and Common Shares issuable on exercise of a Replacement Options in that jurisdiction and it is the responsibility of the Shareholder to find out what those resale restrictions are, and to comply with them before selling the Payment Shares.

Restrictions on Resale. Each of the Shareholders acknowledges and agrees as follows: (a) the transfer of the Purchased Shares and the issuance of the Payment Shares Shares, in exchange therefor, and the issuance of the Replacement Options, will be made pursuant to appropriate exemptions (the “Exemptions”) from any applicable the formal takeover bid and registration and prospectus (or equivalent) requirements of the Securities Laws; (b) that the CSE, in addition to any restrictions on transfer imposed by the Securities Laws, CSE may require certain of the Payment Shares and Replacement Options to be held in escrow in accordance with the policies of the CSE; (c) if applicable, as a consequence of acquiring the Payment Shares or Replacement Options Shares, pursuant to the Exemptions: (i) the Shareholder will be restricted from using certain of the civil remedies available under the Securities Laws; (ii) the Shareholder may not receive information that might otherwise be required to be provided to the Shareholder, and the Purchaser is relieved from certain obligations that would otherwise apply under Securities Laws if the Exemptions were not being relied upon by the Purchaser; (iii) no securities commission, stock exchange or similar regulatory authority has reviewed or passed on the merits of an investment in the Payment Shares or Replacement OptionsShares; (iv) there is no government or other insurance covering the Payment Shares or Replacement OptionsShares; and (v) an investment in the Payment Shares or Replacement Options is speculative and of high risk; (d) if applicable, the certificates representing the Payment Shares and Replacement Options will bear such legends as required by Securities Laws and the policies of the CSE and it is the responsibility of the Shareholder to find out what those restrictions are and to comply with them before selling the Payment Shares or Common Shares issuable upon exercise of a Replacement OptionsShares; and (e) the Shareholder is knowledgeable of, or has been independently advised as to, the Applicable Laws applicable laws of that jurisdiction which apply to the sale of the Purchased Payment Shares and Common Shares issuable on exercise of a Replacement Options and the issuance of the Payment Shares and Common Shares issuable on exercise of a Replacement Options Shares, and which may impose restrictions on the resale of such Payment Shares and Common Shares issuable on exercise of a Replacement Options in that jurisdiction and it is the responsibility of the Shareholder to find out what those resale restrictions are, and to comply with them before selling the Payment Shares. The Purchaser agrees to use commercially reasonable efforts to ensure that the minimum escrow periods permitted by the CSE are imposed on the Payment Shares and, if requested, to provide the Shareholders (or IWHES on behalf of the Shareholders) with the opportunity to make submissions to the CSE in respect of same. Notwithstanding any other provision of this Agreement, the Shareholders shall not be obligated to complete the Transaction if the escrow periods proposed by the CSE to be imposed on the Payment Shares are more onerous than those escrow periods described in s. 1.8 of CSE Policy 8.

Restrictions on Resale. Each of the Shareholders acknowledges and agrees as follows: (a) the transfer of the Purchased Shares and the issuance of the Payment Shares in exchange therefor, and the issuance of the Replacement Options, therefor will be made pursuant to appropriate exemptions the take-over bid prospectus exemption found in Section 2.16 of National Instrument 45-106 - Prospectus Exemption (the “ExemptionsExemption”) from any applicable takeover bid and registration and prospectus (or equivalent) requirements of the Securities Laws); (b) that the CSE, in addition to any restrictions on transfer imposed by the Securities Laws, may require certain of the Payment Shares and Replacement Options to be held in escrow in accordance with the policies of the CSE; (c) as a consequence of acquiring the Payment Shares or Replacement Options pursuant to the ExemptionsExemption, but without limiting the obligation of the Purchaser to provide the Shareholders with full true and plain disclosure of all material facts and material information with respect to the business, property, assets and liabilities of the Purchaser, and its liability to the Shareholders in respect of any misrepresentations contained therein: (i) the Shareholder will be restricted from using certain of the civil remedies available under the Securities Laws; (ii) the Shareholder may not receive information that might otherwise be required to be provided to the ShareholderShareholder if the Exemption was not being relied upon, and the Purchaser is relieved from certain obligations that would otherwise apply under Securities Laws if the Exemptions Exemption were not being relied upon by the Purchaser; (iii) no securities commission, stock exchange or similar regulatory authority has reviewed or passed on the merits of an investment in the Payment Shares or Replacement OptionsShares; (iv) there is no government or other insurance covering the Payment Shares or Replacement OptionsShares; and (v) an investment in the Payment Shares or Replacement Options is speculative and of high risk; (dc) the certificates representing the Payment Shares and Replacement Options will bear such legends as required by Securities Laws and the policies of the CSE and it is the responsibility of the Shareholder to find out what those restrictions are and to comply with them before selling the Payment Shares or Common Shares issuable upon exercise of a Replacement OptionsShares; and; (ed) the Shareholder is knowledgeable of, or has been independently advised as to, the Applicable Laws of that jurisdiction which apply to the sale of the Purchased Shares and Common Shares issuable on exercise of a Replacement Options and the issuance of the Payment Shares and Common Shares issuable on exercise of a Replacement Options and which may impose restrictions on the resale of such Payment Shares and Common Shares issuable on exercise of a Replacement Options in that jurisdiction and it is the responsibility of the Shareholder to find out what those resale restrictions are, and to comply with them before selling the Payment Shares.

Restrictions on Resale. Each of the Shareholders acknowledges and agrees as follows: (a) the transfer of the Purchased Shares and the issuance of the Payment Shares and the Earn Out Shares, if applicable, in exchange therefor, and the issuance of the Replacement Options, will be made pursuant to appropriate exemptions exemptions, including (but not limited to) the take-over bid prospectus exemption found in Section 2.16 of National Instrument 45-106 – Prospectus Exemptions (the “Exemptions”) from any applicable takeover take-over bid and registration and prospectus (or equivalent) requirements of the Securities Laws; (b) that the CSE, in addition to any restrictions on transfer imposed by the Securities Lawsapplicable securities laws, may require certain of the Payment Shares and Replacement Options Earn Out Shares, if applicable, to be held in escrow in accordance with the policies of the CSE; (c) as a consequence of acquiring the Payment Shares or Replacement Options Earn Out Shares, if applicable, pursuant to the Exemptions: (i) the Shareholder will be restricted from using certain of the civil remedies available under the Securities Laws; (ii) the Shareholder may not receive information that might otherwise be required to be provided to the Shareholder, and the Purchaser is relieved from certain obligations that would otherwise apply under Securities Laws if the Exemptions were not being relied upon by the Purchaser; (iii) no securities commission, stock exchange or similar regulatory authority has reviewed or passed on the merits of an investment in the Payment Shares or Replacement OptionsEarn Out Shares; (iv) there is no government or other insurance covering the Payment Shares or Replacement OptionsEarn Out Shares; and (v) an investment in the Payment Shares or Replacement Options Earn Out Shares, if applicable, is speculative and of high risk; (d) although no hold periods are currently expected to be applicable, the certificates representing the Payment Shares and Replacement Options Earn Out Shares, if applicable, will bear such legends as required by Securities Laws and the policies of the CSE and it is the responsibility of the Shareholder to find out what those restrictions are and to comply with them before selling the Payment Shares or Common Earn Out Shares, if applicable; (e) in addition to any legends required by Securities Laws and the policies of the CSE as described above, the certificates representing the Payment Shares issuable upon exercise will be further restricted as follows: (i) 331/3% of a Replacement Optionsthe Payment Shares until the date that is one month from the Closing Date; (ii) 331/3% of the Payment Shares until the date that is two months from the Closing Date; and (iii) 331/3% of the Payment Shares until the date that is four months from the Closing Date; and (ef) the Shareholder is knowledgeable of, or has been independently advised as to, the Applicable Laws of that jurisdiction which apply to the sale of the Purchased Shares and Common Shares issuable on exercise of a Replacement Options and the issuance of the Payment Shares and Common Shares issuable on exercise of a Replacement Options Earn Out Shares, if applicable, and which may impose restrictions on the resale of such Payment Shares and Common Shares issuable on exercise of a Replacement Options or Earn Out Shares, if applicable, in that jurisdiction and it is the responsibility of the Shareholder to find out what those resale restrictions are, and to comply with them before selling the Payment Shares or Earn Out Shares, if applicable.

Restrictions on Resale. Each of the Shareholders Vendors acknowledges and agrees as follows: (a) the transfer of the Purchased Shares and the issuance of the Payment Consideration Shares in exchange therefor, and the issuance of the Replacement Options, will be made pursuant to appropriate exemptions (from the “Exemptions”) from any applicable formal takeover bid and registration and prospectus (or equivalent) requirements of the Securities Laws; (b) that the CSETSXV, in addition to any restrictions on transfer imposed by the applicable Securities Laws, may require certain of the Payment Shares and Replacement Options Consideration Shares, if applicable, to be held in escrow in accordance with the policies of the CSETSXV (including Policy 5.4 – “Escrow, Shareholder Consideration and Resale Restrictions”). The Purchaser agrees to use commercially reasonable efforts to ensure that the minimum restrictions on transfer permitted by the TSXV are imposed on the Consideration Shares, if applicable, and to provide the Vendors (or the Company on behalf of the Vendors) with the opportunity to make submissions to the TSXV in respect of same; (c) as a consequence of acquiring the Payment Shares or Replacement Options pursuant to the Exemptions: (i) the Shareholder will be restricted from using certain of the civil remedies available under the Securities Laws; (ii) the Shareholder may not receive information that might otherwise be required to be provided to the Shareholder, and the Purchaser is relieved from certain obligations that would otherwise apply under Securities Laws if the Exemptions were not being relied upon by the Purchaser; (iii) no securities commission, stock exchange or similar regulatory authority has reviewed or passed on the merits of an investment in the Payment Shares or Replacement Options; (iv) there is no government or other insurance covering the Payment Shares or Replacement Options; and (v) an investment in the Payment Shares or Replacement Options is speculative and of high risk; (d) the certificates representing the Payment Consideration Shares and Replacement Options will bear such legends as required by Securities Laws Laws, and the policies of the CSE TSXV and it is the responsibility of the Shareholder Vendor to find out what those restrictions are and to comply with them before selling the Payment Consideration Shares; (d) the certificates representing the Consideration Shares or Common will bear a legend indicating that the consideration Shares issuable upon exercise are subject to a voluntary escrow for the duration of a Replacement Optionsthe Pool Term, in accordance with Section 2.6 hereof; and (e) the Shareholder Vendor is knowledgeable of, or has been independently advised as to, the Applicable Laws of that jurisdiction which apply to the sale of the Purchased Vendors Shares and Common Shares issuable on exercise of a Replacement Options and the issuance of the Payment Shares and Common Shares issuable on exercise of a Replacement Options Consideration Shares, and which may impose restrictions on the resale of such Payment Vendors Shares and Common Consideration Shares issuable on exercise of a Replacement Options in that jurisdiction and it is the responsibility of the Shareholder to find out what those resale restrictions are, and Vendor to comply with them before selling the Payment Consideration Shares.

Restrictions on Resale. Each of the Shareholders acknowledges and agrees as follows: (a) the transfer of the Purchased Shares and the issuance of the Payment Shares Shares, in exchange therefor, and the issuance of the Replacement Options, will be made pursuant to appropriate exemptions (the “Exemptions”) from any applicable the formal takeover bid and registration and prospectus (or equivalent) requirements of the Securities Laws; (b) that the CSEif applicable, in addition to any restrictions on transfer imposed by the Securities Laws, may require certain of the Payment Shares and Replacement Options to be held in escrow in accordance with the policies of the CSE; (c) as a consequence of acquiring the Payment Shares or Replacement Options Shares, pursuant to the Exemptions: (i) the Shareholder will be restricted from using certain of the civil remedies available under the Securities Laws; (ii) the Shareholder may not receive information that might otherwise be required to be provided to the Shareholder, and the Purchaser is relieved from certain obligations that would otherwise apply under Securities Laws if the Exemptions were not being relied upon by the Purchaser; (iii) no securities commission, stock exchange or similar regulatory authority has reviewed or passed on the merits of an investment in the Payment Shares or Replacement OptionsShares; (iv) there is no government or other insurance covering the Payment Shares or Replacement OptionsShares; and (v) an investment in the Payment Shares or Replacement Options is speculative and of high risk; (dc) if applicable, the certificates representing the Payment Shares and Replacement Options will bear such legends as required by Securities Laws and the policies of the CSE and it is the responsibility of the Shareholder to find out what those restrictions are and to comply with them before selling the Payment Shares or Common Shares issuable upon exercise of a Replacement OptionsShares; and (ed) the Shareholder is knowledgeable of, or has been independently advised as to, the Applicable Laws applicable laws of that jurisdiction which apply to the sale of the Purchased Payment Shares and Common Shares issuable on exercise of a Replacement Options and the issuance of the Payment Shares and Common Shares issuable on exercise of a Replacement Options Shares, and which may impose restrictions on the resale of such Payment Shares and Common Shares issuable on exercise of a Replacement Options in that jurisdiction and it is the responsibility of the Shareholder to find out what those resale restrictions are, and to comply with them before selling the Payment Shares.

Restrictions on Resale. Each of the Shareholders acknowledges and agrees as follows: (a) the transfer of the Purchased Shares and the issuance of the Payment Shares in exchange therefor, and the issuance of the Replacement Options, will be made pursuant to appropriate exemptions (the “"Exemptions”") from any applicable the formal takeover bid and registration and prospectus (or equivalent) requirements of the Applicable Securities Laws; (b) that the CSE, in addition to any restrictions on transfer imposed by the Securities Laws, CSE may require certain of the Payment Shares and Replacement Options to be held in escrow in accordance with the policies of the CSE; (c) as a consequence of acquiring the Payment Shares or Replacement Options pursuant to the Exemptions: (i) the Shareholder Shareholders will be restricted from using certain of the civil remedies available under the Applicable Securities Laws; (ii) the Shareholder Shareholders may not receive information that might otherwise be required to be provided to the ShareholderShareholders, and the Purchaser is relieved from certain obligations that would otherwise apply under Applicable Securities Laws if the Exemptions were not being relied upon by the Purchaser; (iii) no securities commission, stock exchange or similar regulatory authority has reviewed or passed on the merits of an investment in the Payment Shares or Replacement OptionsShares; (iv) there is no government or other insurance covering the Payment Shares or Replacement Options; andShares; (v) an investment in the Payment Shares or Replacement Options is speculative and of high risk; (d) the certificates representing the Payment Shares and Replacement Options will bear such legends as required by Applicable Securities Laws and the policies of the CSE and it is the responsibility of the Shareholder Shareholders to find out what those restrictions are and to comply with them before selling the Payment Shares or Common Shares issuable upon exercise of a Replacement OptionsShares; and (e) the Shareholder is knowledgeable of, or has been independently advised as to, the Applicable Laws applicable laws of that jurisdiction which apply to the sale of the Purchased Shares and Common Shares issuable on exercise of a Replacement Options Payment Shares, and the issuance of the Payment Shares and Common Shares issuable on exercise of a Replacement Options Shares, and which may impose restrictions on the resale of such Payment Shares and Common Shares issuable on exercise of a Replacement Options in that jurisdiction and it is the responsibility of the Shareholder to find out what those resale restrictions are, and to comply with them before selling the Payment Shares.