Common use of Securities Certificates Clause in Contracts

Securities Certificates. At the Effective Time: (a) subject to Section 2.5(a), the registered holders of AVC Shares shall become the registered holders of Interra Shares to which they are entitled in accordance with the provisions of this Agreement and the Amalgamation Agreement, and Interra will deliver Interra Shares to former holders of AVC Shares electronically or in physical form in accordance with their instructions without the need for such former holders to surrender certificates representing the AVC Shares; (b) Interra shall become the registered holder of the Amalco Shares and the Amalco Preferred Share to which it is entitled in accordance with the provisions of this Agreement and the Amalgamation Agreement; and (c) the registered holders of AVC Compensation Options shall become the registered holders of Interra Compensation Options to which they are entitled in accordance with the provisions hereof, and Interra will deliver certificates representing the Interra Compensation Options to former holders of AVC Compensation Options in accordance with their instructions, provided that in the case of the Interra Shares, such Interra Shares may be either in certificated or uncertificated form registered in the name of CDS or its nominee and held by, or on behalf of, CDS, as depositary for the participants of CDS; provided, further, that notwithstanding anything to the contrary in this Agreement, all Interra Securities issued to former holders of AVC Shares in the United States, or who otherwise held securities of AVC bearing a legend describing transfer restrictions imposed by the U.S. Securities Act, shall be issued in the form of physical certificates registered in the name of the holder thereof or its nominee, which certificates shall bear such a U.S. Securities Act legend, if applicable, substantially in the following form: “THE SECURITIES REPRESENTED HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF AGREES FOR THE BENEFIT OF THE CORPORATION THAT THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH CANADIAN LOCAL LAWS AND REGULATIONS, (C) IN COMPLIANCE WITH (I) RULE 144A OF THE U.S. SECURITIES ACT, IF APPLICABLE, TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE OFFER, SALE OR TRANSFER IS BEING MADE IN RELIANCE OF RULE 144A, OR (II) RULE 144 OF THE U.S. SECURITIES ACT, IF APPLICABLE, AND, IN EACH CASE, IN ACCORDANCE WITH 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 (C)(II) AND (D), THE SELLER FURNISHES TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION TO SUCH EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.”

Securities Certificates. At On the Effective TimeDate: (a) subject the original share certificate of Subco registered in the name of CHCI shall be cancelled and Amalco shall issue to Section 2.5(a), the registered holders of AVC Shares shall become the registered holders of Interra Shares to which they are entitled in accordance with the provisions of this Agreement and the Amalgamation Agreement, and Interra will deliver Interra Shares to former holders of AVC Shares electronically or in physical form in accordance with their instructions without the need for such former holders to surrender certificates Resulting Issuer a certificate representing the AVC Sharesnumber of Amalco Shares issued to the Resulting Issuer as provided in Section 2.6; (b) Interra subject to the treatment of Vaxxinator Shares in respect of which Dissent Rights are exercised as provided in Section 2.11 and Section 3.1 hereof, certificates or other evidence representing the Vaxxinator Shares and Vaxxinator Warrants shall become cease to represent any claim upon or interest in Vaxxinator, other than the registered holder right of the Amalco holder to receive Resulting Issuer Shares and the Amalco Preferred Share to which it is entitled Resulting Issuer Warrants, as applicable, in accordance with the provisions of this Agreement and the Amalgamation Agreement; and (c) upon the registered delivery and surrender to the Resulting Issuer of certificates which immediately prior to the Effective Time represented Vaxxinator Shares or Vaxxinator Warrants, together with a duly completed letter of transmittal and such additional documents as the Resulting Issuer may reasonably require, the former holders of AVC Compensation Options Vaxxinator Shares and Vaxxinator Warrants represented by such surrendered certificates shall become the registered holders of Interra Compensation Options be entitled to which they are entitled receive in accordance with the provisions hereofexchange therefor, and Interra will the Resulting Issuer shall deliver or cause to be delivered to such holder, certificates representing the Interra Compensation Options Resulting Issuer Securities that such holder has the right to former holders of AVC Compensation Options in accordance with their instructions, receive under this Agreement; provided that in the case of the Interra Resulting Issuer Shares, such Interra Resulting Issuer Shares may be either in certificated or uncertificated form registered in the name of CDS or its nominee and held by, or on behalf of, CDS, as depositary for the participants of CDS; provided, further, that notwithstanding anything to the contrary in this Agreement, all Interra Resulting Issuer Securities issued to former holders of AVC Vaxxinator Shares and Vaxxinator Warrants in the United States, or who otherwise held securities of AVC Vaxxinator bearing a legend describing transfer restrictions imposed by the U.S. Securities Act, shall be issued in the form of physical certificates registered in the name of the holder thereof or its nominee, which certificates shall bear such a U.S. Securities Act legend, if applicable, substantially in the following form: “THE SECURITIES REPRESENTED HEREBY [For Resulting Issuer Warrants add: AND THE SECURITIES ISSUABLE ON EXERCISE HEREOF] HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF AGREES FOR THE BENEFIT OF THE CORPORATION THAT THESE SECURITIES [For Resulting Issuer Warrants add: AND THE SECURITIES ISSUABLE ON EXERCISE HEREOF] MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH CANADIAN LOCAL LAWS AND REGULATIONS, (C) IN COMPLIANCE WITH (I) RULE 144A OF THE U.S. SECURITIES ACT, IF APPLICABLE, TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE OFFER, SALE OR TRANSFER IS BEING MADE IN RELIANCE OF RULE 144A, OR (II) RULE 144 OF THE U.S. SECURITIES ACT, IF APPLICABLE, AND, IN EACH CASE, IN ACCORDANCE WITH 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 (C)(II) AND (D), THE SELLER FURNISHES TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION TO SUCH EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.” For Resulting Issuer Warrants include: “THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF A U.S. PERSON OR PERSON IN THE UNITED STATES UNLESS THIS WARRANT AND SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR EXEMPTIONS FROM SUCH REGISTRATION REQUIREMENTS ARE AVAILABLE. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT.”