Common use of Securities Restrictions Clause in Contracts

Securities Restrictions. Notwithstanding anything herein contained, no Warrants, or Common Shares issuable upon the exercise of such Warrants, will be issued if the issuance of such Warrants or Common Shares would constitute a violation of the securities laws of any applicable jurisdiction, and, without limiting the generality of the foregoing, the Corporation may include any legend on the certificates or DRS Advices representing the Warrants and Common Shares issuable upon exercise of any Warrant if, in the opinion of counsel to the Corporation, such legend is necessary in order to avoid a violation of any securities laws of any applicable jurisdiction or to comply with the requirements of any stock exchange on which the Common Shares are listed; provided that if, at any time, in the opinion of outside counsel to the Corporation, acting reasonably, such legends are no longer necessary in order to avoid a violation of any such laws, or the holder of any such legended certificate or DRS Advices, at his, her or its expense, provides the Corporation with evidence satisfactory in form and substance to the Corporation (which may include an opinion of counsel of recognized standing satisfactory to the Corporation) to the effect that such holder is entitled to sell or otherwise transfer such securities in a transaction in which such legends are not required, such legended certificates or DRS Advices may thereafter be surrendered to the Warrant Agent in exchange for a certificate or DRS Advices that does not bear such legends. The Warrant Agent shall be entitled to assume that the Common Shares may be issued pursuant to the exercise of any Warrant without violating any Applicable Securities Laws and without legending the certificate or DRS Advices representing the Common Shares unless the Warrant Agent has received notice in writing from the Corporation stating otherwise and setting forth the restrictions on the exercise of the Warrants and any legend the certificates or DRS Advices representing the Common Shares should bear.

Securities Restrictions. Notwithstanding anything herein contained, no Warrants, or Common Shares issuable upon the exercise of such Warrants, will be issued if the issuance upon exercise of such Warrants or Common Shares would constitute a violation of Warrant only in compliance with the securities laws of any applicable jurisdiction, including without limitation the Applicable Securities Laws, and, without limiting the generality of the foregoing, the Corporation may include will direct the Warrant Agent to legend any legend on the certificates or DRS Advices representing the Warrants and Common Shares issuable upon exercise of any Warrant if, in the opinion of counsel to the CorporationCorporation acting reasonably, such legend is necessary in order to avoid a violation of any securities laws of any applicable jurisdiction the Applicable Securities Laws or to comply with the requirements of any stock exchange on which the Common Shares are listed; provided that if, at any time, in the opinion of outside counsel to the Corporation, acting reasonably, such legends are no longer necessary in order to avoid a violation of any such laws, or the holder of any such legended certificate or DRS Advicescertificate, at his, his or her or its expense, provides the Corporation with evidence satisfactory in form and substance reasonably satisfactory to the Corporation (which may include an opinion of counsel Counsel of recognized standing in form and substance reasonably satisfactory to the Corporation) to the effect that such holder is entitled to sell or otherwise transfer such securities Common Shares in a transaction in which such legends are not required, such legended certificates or DRS Advices may thereafter be surrendered to the Warrant Agent in exchange for a certificate or DRS Advices that which does not bear such legends. The Warrant Agent shall be entitled to assume that the Common Shares may be issued pursuant to the exercise of any Warrant without violating any Applicable Securities Laws and without legending the certificate or DRS Advices representing the Common Shares unless the Warrant Agent has received notice in writing from the Corporation stating otherwise and setting forth the restrictions on the exercise of the Warrants and any legend the certificates or DRS Advices representing the Common Shares should bear. For greater certainty, should no Registration Statement be effective under the U.S. Securities Act, the Corporation shall permit, at the Corporation's sole discretion, either the Cashless Exercise or redemption of the Warrants held by Warrantholders as set forth in Section 3.4 and shall not be permitted to issue legended Common Shares in lieu thereof.

Securities Restrictions. Notwithstanding anything herein contained, no Warrants, or Common Shares issuable upon will be issued pursuant to the exercise of such Warrants, will be issued any Warrant if the issuance of such Warrants or Common Shares would constitute a violation of the securities laws of any applicable jurisdiction, and, without limiting the generality of the foregoing, the Corporation may include any will legend on the certificates or DRS Advices representing the Warrants and Common Shares issuable upon exercise of any Warrant if, in the opinion of counsel to the Corporation, such legend is necessary in order to avoid a violation of any securities laws of any applicable jurisdiction or to comply with the requirements of any stock exchange on which the Common Shares are listed; provided that if, at any time, in the opinion of outside counsel to the Corporation, acting reasonably, such legends are no longer necessary in order to avoid a violation of any such laws, or the holder of any such legended certificate or DRS Advicescertificate, at his, her or its his expense, provides the Corporation with evidence satisfactory in form and substance to the Corporation (which may include an opinion of counsel of recognized standing satisfactory to the Corporation) to the effect that such holder is entitled to sell or otherwise transfer such securities in a transaction in which such legends are not required, such legended certificates or DRS Advices may thereafter be surrendered to the Warrant Agent Corporation in exchange for a certificate or DRS Advices that does not bear such legends. The Warrant Agent shall be entitled to assume that the Common Shares may be issued pursuant to the exercise of any Warrant without violating any Applicable Securities Laws and without legending the certificate or DRS Advices representing the Common Shares unless the Warrant Agent has received notice in writing from the Corporation stating otherwise and setting forth the restrictions on the exercise of the Warrants and any legend the certificates or DRS Advices representing the Common Shares should bear.

Securities Restrictions. Notwithstanding anything herein containedany provision to the contrary contained in this Indenture, no Warrants, or Common Warrant Shares issuable upon will be issued pursuant to the exercise of such Warrants, will be issued any Warrant if the issuance of such Warrants or Common Warrant Shares would constitute a violation of the securities laws of any applicable jurisdictionApplicable Securities Laws, and, without limiting the generality of the foregoing, the Corporation may include any will legend on the certificates or DRS Advices representing the Warrants and Common Warrant Shares issuable upon exercise of any Warrant if, in the opinion of counsel to the Corporation, Corporation such legend is necessary in order to avoid a violation of any securities laws of any applicable jurisdiction the Applicable Securities Laws or to comply with the requirements of any stock exchange on which the Common Warrant Shares are listed; , provided that if, at any time, in the opinion of outside counsel to the Corporation, acting reasonably, such legends are no longer necessary in order to avoid a violation of any such laws, or the holder of any such legended certificate or DRS Advicescertificate, at his, her or its his expense, provides the Corporation with evidence satisfactory in form and substance to the Corporation (which may include an opinion of counsel Counsel of recognized standing satisfactory to the Corporation) to the effect that such holder is entitled to sell or otherwise transfer such securities Warrant Shares in a transaction in which such legends are not required, such legended certificates or DRS Advices may thereafter be surrendered to the Warrant Agent in exchange for a certificate or DRS Advices that which does not bear such legends. The Warrant Agent shall be entitled to assume that the Common Warrant Shares may be issued pursuant to the exercise of any Warrant without violating any Applicable Securities Laws and without legending the certificate or DRS Advices representing the Common Warrant Shares unless the Warrant Agent has received notice in writing from the Corporation stating otherwise and setting forth the restrictions on the exercise of the Warrants and any legend the certificates or DRS Advices representing the Common Warrant Shares should bearcontain. For greater certainty, should no Registration Statement be effective, the Corporation shall permit the cashless exercise of the Warrants held by Warrantholders as set forth in Section 4.12 and shall not be permitted to issue legended Warrant Shares in lieu thereof.

Securities Restrictions. Notwithstanding anything herein containedto the contrary, no WarrantsWarrants may only be transferred, or Common Shares issuable Underlying Securities shall only be issued by the Corporation (upon the exercise of such the Warrants), will and Underlying Securities may only be issued if transferred in compliance with applicable law, including without limitation the issuance of such Warrants or Common Shares would constitute a violation of the securities laws of any applicable jurisdiction, and, without Securities Laws. Without limiting the generality of the foregoing, the Corporation may include direct the Warrant Agent to prohibit exercise of the Warrants or to legend any legend on the certificates or DRS Advices representing the Warrants and Common Shares issuable upon exercise of any Warrant Underlying Securities if, in the opinion of counsel to the Corporation, such prohibition or legend is necessary or appropriate in order to avoid a violation of any securities laws of any the applicable jurisdiction or to comply with the requirements of any stock exchange on which the Common Shares are listedSecurities Laws; provided that if, at any time, in the opinion of outside counsel to the Corporation, acting reasonably, such legends are no longer necessary in order to avoid a violation Holder of any such laws, Warrant or the holder of any such legended certificate or DRS Advicescertificate, at his, his or her or its expense, provides the Corporation with evidence satisfactory in form and substance reasonably satisfactory to the Corporation (which may include an opinion of counsel Counsel of recognized standing in form and substance reasonably satisfactory to the Corporation) to the effect that such holder Holder is entitled to exercise such Warrant or to sell or otherwise transfer such securities in a transaction in which such legends are not requiredlegended Underlying Security, such Warrant may thereafter be exercised or such legended certificates or DRS Advices Underlying Security may thereafter be surrendered to the Warrant Agent in exchange for a certificate or DRS Advices that which does not bear such legends. The Warrant Agent shall be entitled to assume that the Common Shares may be issued pursuant to the exercise of any Warrant without violating any Applicable applicable Securities Laws and without legending the any certificate or DRS Advices representing the Common Shares unless the Warrant Agent has received notice in writing from the Corporation stating otherwise and setting forth the restrictions on the exercise of the Warrants and any legend the certificates or DRS Advices representing the Common Shares should bear.

Securities Restrictions. Notwithstanding anything herein contained, no Warrants, or Common Shares issuable upon will be issued pursuant to the exercise of such Warrants, will be issued any Warrant if the issuance of such Warrants or Common Shares would constitute a violation of the securities laws of any applicable jurisdiction, and, without limiting the generality of the foregoing, the Corporation may include any will legend on the certificates or DRS Advices representing the Warrants and Common Shares issuable upon exercise of any Warrant if, in the opinion of counsel to the Corporation, such legend is necessary in order to avoid a violation of any securities laws of any applicable jurisdiction or to comply with the requirements of any stock exchange on which the Common Shares are listed; provided that if, at any time, in the opinion of outside counsel to the Corporation, acting reasonably, such legends are no longer necessary in order to avoid a violation of any such laws, or the holder of any such legended certificate or DRS Advicescertificate, at his, her or its his expense, provides the Corporation with evidence satisfactory in form and substance to the Corporation (which may include an opinion of counsel of recognized standing satisfactory to the Corporation) to the effect that such holder is entitled to sell or otherwise transfer such securities in a transaction in which such legends are not required, such legended certificates or DRS Advices may thereafter be surrendered to the Warrant Agent Corporation in exchange for a certificate or DRS Advices that does not bear such legends. The Warrant Agent shall be entitled to assume that the Common Shares may be issued pursuant to the exercise of any Warrant (including any exercise pursuant to Section 3.3) without violating any Applicable Securities Laws and without legending the certificate or DRS Advices representing the Common Shares unless the Warrant Agent has received notice in writing from the Corporation stating otherwise and setting forth the restrictions on the exercise of the Warrants and any legend the certificates or DRS Advices representing the Common Shares should bear.

Securities Restrictions. Notwithstanding anything herein contained, no Warrants, or Common Shares issuable upon will be issued pursuant to the exercise of such Warrants, will be issued any Warrant if the issuance of such Warrants or Common Shares would constitute a violation of the securities laws of any applicable jurisdiction, and, without limiting the generality of the foregoing, the Corporation may include any will legend on the certificates or DRS Advices representing the Warrants and Common Commons Shares issuable upon exercise of any Warrant if, in the opinion of counsel to the Corporation, such legend is necessary in order to avoid a violation of any securities laws of any applicable jurisdiction or to comply with the requirements of any stock exchange on which the Common Shares are listed; provided that if, at any time, in the opinion of outside counsel to the Corporation, acting reasonably, such legends are no longer necessary in order to avoid a violation of any such laws, or the holder of any such legended certificate or DRS Advicescertificate, at his, her or its his expense, provides the Corporation with evidence satisfactory in form and substance to the Corporation (which may include an opinion of counsel of recognized standing satisfactory to the Corporation) to the effect that such holder is entitled to sell or otherwise transfer such securities in a transaction in which such legends are not required, such legended certificates or DRS Advices may thereafter be surrendered to the Warrant Agent Corporation in exchange for a certificate or DRS Advices that does not bear such legends. The Warrant Agent shall be entitled to assume that the Common Shares may be issued pursuant to the exercise of any Warrant without violating any Applicable Securities Laws and without legending the certificate or DRS Advices representing the Common Shares unless the Warrant Agent has received notice in writing from the Corporation stating otherwise and setting forth the restrictions on the exercise of the Warrants and any legend the certificates or DRS Advices representing the Common Shares should bear.

Securities Restrictions. ‌ Notwithstanding anything herein contained, no Warrants, or Common Shares issuable upon will be issued pursuant to the exercise of such Warrants, will be issued any Warrant if the issuance of such Warrants or Common Shares would constitute a violation of the securities laws of any applicable jurisdiction, and, without limiting the generality of the foregoing, the Corporation may include any will legend on the certificates or DRS Advices representing the Warrants and Common Shares issuable upon exercise of any Warrant if, in the opinion of counsel to the Corporation, such legend is necessary in order to avoid a violation of any securities laws of any applicable jurisdiction or to comply with the requirements of any stock exchange on which the Common Shares are listed; provided that if, at any time, in the opinion of outside counsel to the Corporation, acting reasonably, such legends are no longer necessary in order to avoid a violation of any such laws, or the holder of any such legended certificate or DRS Advicescertificate, at his, her or its his expense, provides the Corporation with evidence satisfactory in form and substance to the Corporation (which may include an opinion of counsel of recognized standing satisfactory to the Corporation) to the effect that such holder is entitled to sell or otherwise transfer such securities in a transaction in which such legends are not required, such legended certificates or DRS Advices may thereafter be surrendered to the Warrant Agent Corporation in exchange for a certificate or DRS Advices that does not bear such legends. The Warrant Agent shall be entitled to assume that the Common Shares may be issued pursuant to the exercise of any Warrant without violating any Applicable Securities Laws and without legending the certificate or DRS Advices representing the Common Shares unless the Warrant Agent has received notice in writing from the Corporation stating otherwise and setting forth the restrictions on the exercise of the Warrants and any legend the certificates or DRS Advices representing the Common Shares should bear.

Securities Restrictions. Notwithstanding anything herein contained, no Warrants, or Common Shares issuable upon will be issued pursuant to the exercise of such Warrants, will be issued any Warrant if the issuance of such Warrants or Common Shares would constitute a violation of the securities laws of any applicable jurisdiction, and, without limiting the generality of the foregoing, the Corporation may include any will legend on the certificates or DRS Advices representing the Warrants and Common Shares issuable upon exercise of any Warrant if, in the opinion of counsel to the Corporation, such legend is necessary in order to avoid a violation of any securities laws of any applicable jurisdiction or to comply with the requirements of any stock exchange on which the Common Shares are listed; provided that if, at any time, in the opinion of outside counsel to the Corporation, acting reasonably, such legends are no longer necessary in order to avoid a violation of any such laws, or the holder of any such legended certificate or DRS Advicescertificate, at his, her or its expense, provides the Corporation with evidence satisfactory in form and substance to the Corporation (which may include an opinion of counsel of recognized standing satisfactory to the Corporation) to the effect that such holder is entitled to sell or otherwise transfer such securities in a transaction in which such legends are not required, such legended certificates or DRS Advices may thereafter be surrendered to the Warrant Agent in exchange for a certificate or DRS Advices that does not bear such legends. The Warrant Agent shall be entitled to assume that the Common Shares may be issued pursuant to the exercise of any Warrant without violating any Applicable Securities Laws and without legending the certificate or DRS Advices representing the Common Shares unless the Warrant Agent has received notice in writing from the Corporation stating otherwise and setting forth the restrictions on the exercise of the Warrants and any legend the certificates or DRS Advices representing the Common Shares should bear.

Securities Restrictions. (a) Notwithstanding anything herein containedcontained in this Indenture, no Warrants, Special Warrants and Units will only be issued pursuant to the transfer or Common Shares issuable upon the exercise of such Warrants, will be issued if the issuance of such Warrants or Common Shares would constitute a violation of the securities laws any Special Warrant in compliance with Applicable Legislation of any applicable jurisdiction, jurisdiction and, without limiting the generality of the foregoing, the Corporation may include in respect of any legend on Special Warrants transferred or exercised for Underlying Securities, the certificates in physical or DRS Advices uncertificated form, representing the issued Special Warrants and Common Shares issuable upon exercise of any Warrant ifUnderlying Securities, as the case may be, will bear such legends as may, in the opinion of counsel Counsel to the CorporationCompany, such legend is be necessary in order to avoid a violation of any securities laws applicable Securities Laws or other Applicable Legislation of any applicable such jurisdiction or to comply with the requirements of any stock exchange on which the Common Underlying Shares are listed; provided provided, however, that if, at any time, in the opinion of outside counsel Counsel to the Corporation, acting reasonablyCompany, such legends are no longer necessary in order to avoid a violation of any such laws, or the holder of any such legended certificate certificate, in physical or DRS Advicesuncertificated form, at his, her or its the holder’s expense, provides the Corporation Company with evidence satisfactory in form and substance to the Corporation Company (which may include an opinion of counsel of recognized standing satisfactory to the CorporationCompany) to the effect that such holder is entitled to sell or otherwise transfer such securities Special Warrants or Underlying Securities, as the case may be, in a transaction in which such legends are not required, such legended certificates certificate, in physical or DRS Advices uncertificated form, may thereafter be surrendered to the Special Warrant Agent in exchange for a certificate certificate, in physical or DRS Advices that uncertificated form, which does not bear such legends. The legend. (b) All certificates representing the Underlying Securities issued or Underlying Securities issued in certificated or uncertificated form upon the exercise or deemed exercise of Special Warrants to holders located in, or subject to the Securities Laws of a province or territory of Canada, prior to the date that is four months and one day following the Closing Date, will bear the following legend: (c) If the Special Warrant Agent Certificate representing Special Warrants exercised or deemed to have been exercised in accordance with this Article 3 bears the legend set forth in Section 2.13(b), and the Registration Statement has not been declared effective by the SEC prior to the Expiry Date, then any certificate representing the Underlying Securities in physical form issued upon such exercise shall be entitled bear, in addition to assume any legends required by this Section 3.8, the following legend: Provided that the Common Shares above legend may be issued pursuant removed by delivery to the exercise Company and the applicable registrar and transfer agent of any Warrant without violating any Applicable Securities Laws an opinion of counsel of recognized standing, or other evidence, in form and without legending substance reasonably satisfactory to the certificate or DRS Advices representing Company, to the Common Shares unless the Warrant Agent has received notice in writing from the Corporation stating otherwise and setting forth the restrictions on the exercise effect that such legend is no longer required under applicable requirements of the Warrants and any legend the certificates U.S. Securities Act or DRS Advices representing the Common Shares should bearstate securities laws.

Securities Restrictions. Notwithstanding anything herein contained, no Warrants, or Common Shares issuable upon will be issued pursuant to the exercise of such Warrants, will be issued any Warrant if the issuance of such Warrants or Common Shares would constitute a violation of the securities laws of any applicable jurisdiction, and, without limiting the generality of the foregoing, the Corporation may include any will legend on the certificates or DRS Advices representing the Warrants and Common Shares issuable upon exercise of any Warrant if, in the opinion of counsel to the Corporation, such legend is necessary in order to avoid a violation of any securities laws of any applicable jurisdiction or to comply with the requirements of any stock exchange on which the Common Shares are listed; provided that if, at any time, in the opinion of outside counsel to the Corporation, acting reasonably, such legends are no longer necessary in order to avoid a violation of any such laws, or the holder of any such legended certificate or DRS Advicescertificate, at his, her or its his expense, provides the Corporation with evidence satisfactory in form and substance to the Corporation (which may include an opinion of counsel of recognized standing satisfactory to the Corporation) to the effect that such holder is entitled to sell or otherwise transfer such securities in a transaction in which such legends are not required, such legended certificates or DRS Advices may thereafter be surrendered to the Warrant Agent Corporation in exchange for a certificate or DRS Advices that does not bear such legends. The Warrant Agent shall be entitled to assume that the Common Shares may be issued pursuant to the exercise of any Warrant without violating any Applicable Securities Laws and without legending the certificate or DRS Advices representing the Common Shares unless the Warrant Agent has received notice in writing from the Corporation stating otherwise and setting forth the restrictions on the exercise of the Warrants and any legend the certificates or DRS Advices representing the Common Shares should bear. Notwithstanding anything to the contrary herein, a Warrantholder that is an Original Purchaser shall not have the right to exercise any portion of a Warrant, pursuant to Article 3 or otherwise, to the extent that, after giving effect to such issuance after exercise as set forth on the applicable Exercise Notice, the Warrantholder (together with the Warrantholder’s affiliates, and any other persons acting as a group together with the Warrantholder or any of the Warrantholder’s affiliates (such persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of Common Shares beneficially owned by the Warrantholder and its Attribution Parties shall include the number of Common Shares issuable upon exercise of a Warrant with respect to which such determination is being made, but shall exclude the number of Common Shares that would be issuable upon (i) exercise of the remaining, non-exercised portion of a Warrant beneficially owned by the Warrantholder or any of its Attribution Parties, and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation, subject to a limitation on conversion or exercise analogous to the limitation contained herein, beneficially owned by the Warrantholder or any of its Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 3.10, beneficial ownership shall be calculated in accordance with Section 13(d) of the U.S. Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Warrantholder that neither the Warrant Agent nor the Corporation is representing to the Warrantholder that such calculation is in compliance with Section 13(d) of the U.S. Exchange Act and the Warrantholder further acknowledges that it is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 3.10 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by the Warrantholder together with any Attribution Parties) and of which portion of a Warrant is exercisable shall be in the sole discretion and at the sole responsibility of the Warrantholder, and the submission of an Exercise Notice shall be deemed to be the Warrantholder’s determination of whether a Warrant is exercisable (in relation to other securities owned by the Warrantholder together with any Attribution Parties) and of which portion of a Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation and neither the Corporation, except to the extent required in Section 3.2(10) above, nor the Warrant Agent shall have any obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the U.S. Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 3.10 in determining the number of outstanding Common Shares, a Warrantholder may rely on the number of outstanding Common Shares as reflected in (A) the Corporation’s most recent periodic or annual report filed with the SEC or on SEDAR, as the case may be, (B) a more recent public announcement by the Corporation, or (C) a more recent written notice by the Corporation or the Corporation’s transfer agent setting forth the number of Common Shares outstanding. Upon the written or oral request of a Warrantholder, the Corporation shall, within two Trading Days, confirm orally and in writing to the Warrantholder the number of Common Shares then outstanding. In any case, the number of outstanding Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including the Warrant being exercised, by the Warrantholder or its Attribution Parties since the date as of which such number of outstanding Common Shares was reported. The “Beneficial Ownership Limitation” shall be 19.9% of the number of Common Shares outstanding immediately after giving effect to the issuance of Common Shares issuable upon exercise of the Warrant in question.

Securities Restrictions. Notwithstanding anything herein contained, no Warrants, or Common Shares issuable upon will be issued pursuant to the exercise of such Warrants, will be issued any Warrant if the issuance of such Warrants or Common Shares would constitute a violation of the securities laws of any applicable jurisdictionApplicable Securities Laws, and, without limiting the generality of the foregoing, the Corporation may include any will legend on the certificates or DRS Advices representing the Warrants and Common Shares issuable upon exercise of any Warrant if, in the opinion of counsel to the Corporation, such legend is necessary in order to avoid a violation of any securities laws of any applicable jurisdiction Applicable Securities Laws or to comply with the requirements of any stock exchange on which the Common Shares are listed; provided that if, at any time, in the opinion of outside counsel to the Corporation, acting reasonably, such legends are no longer necessary in order to avoid a violation of any such laws, or the holder of any such legended certificate or DRS Advicescertificate, at his, her or its his expense, provides the Corporation and the Corporation’s registrar and transfer agent with evidence satisfactory in form and substance to the Corporation and the Corporation’s registrar and transfer agent (which may include an opinion of counsel of recognized standing satisfactory to the Corporation and the Corporation’s registrar and transfer agent) to the effect that such holder is entitled to sell or otherwise transfer such securities in a transaction in which such legends are not required, such legended certificates or DRS Advices may thereafter be surrendered to the Warrant Agent Corporation in exchange for a certificate or DRS Advices that does not bear such legends. The Warrant Agent shall be entitled to assume that the Common Shares may be issued pursuant to the exercise of any Warrant without violating any Applicable Securities Laws and without legending the certificate or DRS Advices representing the Common Shares unless the Warrant Agent has received notice in writing from the Corporation stating otherwise and setting forth the restrictions on the exercise of the Warrants and any legend the certificates or DRS Advices representing the Common Shares should bear.

Securities Restrictions. (1) Notwithstanding anything herein containedany provision to the contrary, no WarrantsWarrants may only be transferred, or Common Shares issuable shall only be issued by the Corporation (upon the exercise of such the Warrants), will be issued if the issuance of such Warrants or and Common Shares would constitute a violation of the securities laws of any applicable jurisdictionmay only be transferred in compliance with Applicable Law, and, including without limitation Securities Laws. Without limiting the generality of the foregoing, the Corporation may include direct the Warrant Agent to prohibit exercise of the Warrants or to legend any legend on the Warrant Certificates or certificates or DRS Advices representing the Warrants and Common Shares issuable upon exercise of any Warrant if, in the opinion of counsel to the Corporation, such prohibition or legend is necessary or appropriate in order to avoid a violation of any securities laws of any applicable jurisdiction or to comply with the requirements of any stock exchange on which the Common Shares are listedSecurities Laws; provided that if, at any time, in the opinion of outside counsel to the Corporation, acting reasonably, such legends are no longer necessary in order to avoid a violation of any such laws, or the holder of any such legended certificate or DRS Advicescertificate, at his, her or its his expense, provides the Corporation with evidence satisfactory in form and substance to the Corporation (which may include an opinion of counsel of recognized standing satisfactory to the Corporation) to the effect that such holder is entitled to sell or otherwise transfer such securities in a transaction in which such legends are not required, such legended certificates or DRS Advices may thereafter be surrendered to the Warrant Agent Corporation in exchange for a certificate or DRS Advices that which does not bear such legends. . (2) The Warrant Agent shall be entitled to assume that the Common Shares may be issued pursuant to the exercise of any Warrant without violating any Applicable applicable Securities Laws and without legending the any certificate or DRS Advices representing the Common Shares unless the Warrant Agent has received notice in writing from the Corporation stating otherwise and setting forth the restrictions on the exercise of the Warrants and any legend the certificates or DRS Advices representing the Common Shares should bear. (3) Neither the Corporation nor the Warrant Agent shall effect any exercise of a Warrant, and a Holder shall not have the right to exercise any portion of a Warrant, pursuant to Article 3 or otherwise, to the extent that, after giving effect to such issuance after exercise as set forth on the applicable Exercise Form, the Holder (together with the Holder’s affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of Common Shares beneficially owned by the Holder and its affiliates and Attribution Parties shall include the number of Common Shares issuable upon exercise of a Warrant with respect to which such determination is being made, but shall exclude the number of Common Shares that would be issuable upon (i) exercise of the remaining, non-exercised portion of a Warrant beneficially owned by the Holder or any of its affiliates or Attribution Parties, and (ii) exercise or conversion of the unexercised or unconverted portion of any other convertible securities of the Corporation, subject to a limitation on conversion or exercise analogous to the limitation contained herein, beneficially owned by the Holder or any of its affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 3.10(3), beneficial ownership shall be calculated in accordance with Section 13(d) of the U.S. Securities Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that neither the Warrant Agent nor the Corporation is representing to the Holder that such calculation is in compliance with Section 13(d) of the U.S. Securities Exchange Act and the Holder further acknowledges that it is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 3.10(3) applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by the Holder together with any affiliates and Attribution Parties) and of which portion of a Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of an Exercise Form shall be deemed to be the Holder’s determination of whether a Warrant is exercisable (in relation to other securities owned by the Holder together with any affiliates and Attribution Parties) and of which portion of a Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and neither the Warrant Agent nor the Corporation shall have any obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the U. S. Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 3.10(3), in determining the number of outstanding Common Shares, a Holder may rely on the number of outstanding Common Shares as reflected in (A) the Corporation’s most recent periodic or annual report filed with the SEC or on SEDAR, as the case may be, (B) a more recent public announcement by the Corporation, or (C) a more recent written notice by the Corporation or the Corporation’s transfer agent setting forth the number of Common Shares outstanding. Upon the written or oral request of a Holder, the Corporation shall, within two Trading Days, confirm orally and in writing to the Holder the number of Common Shares then outstanding. In any case, the number of outstanding Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including the Warrant being exercised, by the Holder or its affiliates or Attribution Parties since the date as of which such number of outstanding Common Shares was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of Common Shares outstanding immediately after giving effect to the issuance of Common Shares issuable upon exercise of the Warrant in question. The Holder, upon written notice to the Corporation, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 3.10(3), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of Common Shares outstanding immediately after giving effect to the issuance of Common Shares upon exercise of the Warrant in question held by the Holder and the provisions of this Section 3.10(3) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the sixty-first (61st) day after such notice is delivered to the Corporation. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.10(3) to correct this paragraph (or any portion hereof) that may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this Section 3.10(3) shall apply to a successor holder of a Warrant.

Securities Restrictions. Notwithstanding anything herein contained, no Warrants, or No Common Shares issuable upon the exercise of such Warrants, will be issued on exercise of any Warrant if in the opinion of Counsel to the Corporation (delivered to the Warrant Agent prior to issue), the issuance of such Warrants or Common Shares would constitute a violation of the securities laws of any applicable jurisdiction, and, without limiting the generality of the foregoing, jurisdiction or require the Corporation may include any legend on to qualify the certificates or DRS Advices representing the Warrants and Common Shares issuable upon exercise of the Warrants for distribution in, or make any Warrant ifnotice or other filing in, any jurisdiction other than the Qualifying Jurisdictions. The Warrants may not be exercised in the United States or by, or for the account or benefit of a U.S. Person except if the Common Shares issuable upon exercise of the Warrants have been registered or qualified under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from the registration and qualification requirements. Further, in order to ensure compliance with applicable U.S. federal or state securities laws, at the time of exercise of a Warrant, the Corporation may require certificates, legal opinions, and any other documentation satisfactory to the Corporation, to the effect that such an exemption is available. Without limiting the generality of the preceding sentences, certificates representing Common Shares thereby issued will bear such legends as may, in the opinion of counsel Counsel to the Corporation, such legend is be necessary or advisable in order to avoid a violation of any applicable securities laws of the United States or any applicable other jurisdiction or to comply with the requirements of any stock exchange the Recognized Stock Exchange, provided that no legend will be placed on which the Common Shares are listed; certificate if the person exercising the Warrant provides the first certification (relating, among other things, to the Warrant not being exercised in the United States) set forth on Appendix 1 to the Warrant Certificate and further provided that if, at any time, in the opinion of outside counsel Counsel to the Corporation, acting reasonably, such legends are no longer necessary or advisable in order to avoid a violation of any such lawslaws or requirements, or the holder of any such legended certificate or DRS Advicescertificate, at his, her or its expense, provides the Corporation with evidence satisfactory in form and substance to the Corporation (which may include an opinion of counsel of recognized standing satisfactory to the Corporation) to the effect that such holder is entitled to sell or otherwise transfer such securities Common Shares in a transaction in which such legends are not required, such legended certificates or DRS Advices certificate may thereafter be surrendered to the Warrant Agent Corporation in exchange for a certificate or DRS Advices that does not bear such legends. The Warrant Agent shall be entitled to assume that the Common Shares may be issued pursuant to the exercise of any Warrant without violating any Applicable Securities Laws and without legending the certificate or DRS Advices representing the Common Shares unless the Warrant Agent has received notice in writing from the Corporation stating otherwise and setting forth the restrictions on the exercise of the Warrants and any legend the certificates or DRS Advices representing the Common Shares should bear.

Securities Restrictions. (1) Notwithstanding anything herein contained, no Warrants, or Common Shares issuable and Warrants shall only be issued by the Company (upon the exercise or deemed exercise of such the Special Warrants, will be issued if the issuance of such Warrants or Common Shares would constitute a violation of ) in compliance with the securities laws of any applicable jurisdiction, and, and without limiting the generality of the foregoing, in the Corporation may include any legend on event that the Special Warrants are exercised pursuant to sections 3.1 and 3.2 prior to the Expiry Time, the certificates or DRS Advices representing the Warrants and Common Shares issuable upon exercise of any Warrant ifand Warrants thereby issued shall bear such legends as may, in the opinion of counsel to the CorporationCompany, such legend is be necessary in order to avoid a violation of any securities laws of any applicable jurisdiction or to comply with the requirements of any stock exchange on which the Common Shares are listed; , provided that if, at any time, in the opinion of outside counsel to the Corporation, acting reasonablyCompany, such legends are no longer necessary in order to avoid a violation of any such laws, or the holder Holder of any such legended certificate or DRS Advicescertificate, at his, her or its the Holder’s expense, provides the Corporation Company with evidence satisfactory in form and substance to the Corporation Company and the Trustee (which may include an opinion of counsel of recognized standing satisfactory to the CorporationCompany and the Trustee) to the effect that such holder Holder is entitled to sell or otherwise transfer such securities Common Shares or Warrants in a transaction in which such legends are not required, required such legended certificates or DRS Advices certificate may thereafter be surrendered to the Warrant Agent Company in exchange for a certificate or DRS Advices that which does not bear such legends. The Warrant Agent shall be entitled to assume that legend. (2) Upon exercise of the Common Shares may be issued Special Warrants (other than a deemed exercise pursuant to the exercise terms of any Warrant without violating any Applicable this Indenture), or transfer of the Special Warrants, the Holder shall be required to represent, warrant and certify that the representations, warranties and certifications set forth in the subscription agreement related to the purchase of such Special Warrants shall be true and correct as of the date thereof. (3) In the event that the Special Warrants are exercised or deemed to be exercised by a Holder, or deemed to be exercised by a Holder, who is a U.S. Person, a person in the United States or a person for the account or benefit of a U.S. Person or a person in the United States, the certificates evidencing the Underlying Securities Laws and without legending shall bear the certificate or DRS Advices following legend: “THE SECURITIES REPRESENTED HEREBY [AND THE SECURITIES ISSUABLE UPON 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 ANY STATE SECURITIES LAWS, AND MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO AVALON RARE METALS INC (THE "CORPORATION") (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE U.S. SECURITIES ACT AND IS AVAILABLE FOR RESALE OF THE SECURITIES, (D) IN COMPLIANCE WITH ANY OTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT, INCLUDING RULE 144 OR 144A THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS. THE HOLDER FURTHER UNDERSTANDS AND AGREES THAT IN THE EVENT OF A TRANSFER PURSUANT TO THE FOREGOING CLAUSE (B) OR (D), THE CORPORATION AND TRUSTEE MAY REQUIRE A LEGAL OPINION OF COUNSEL OF RECOGNIZED STANDING REASONABLY SATISFACTORY TO THE CORPORATION AND TRUSTEE THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. 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. A CERTIFICATE WITHOUT A LEGEND MAY BE OBTAINED FROM THE REGISTRAR AND TRANSFER AGENT OF THE CORPORATION IN CONNECTION WITH A SALE OF THE SECURITIES REPRESENTED HEREBY AT A TIME WHEN THE CORPORATION IS A “FOREIGN ISSUER”, AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT, UPON DELIVERY OF THIS CERTIFICATE, AN EXECUTED DECLARATION AND, IF REQUESTED BY THE CORPORATION OR THE TRANSFER AGENT FOR THE CORPORATION, AN OPINION OF COUNSEL OF RECOGNIZED STANDING, EACH IN FORM SATISFACTORY TO THE TRANSFER AGENT OF THE CORPORATION AND THE CORPORATION, TO THE EFFECT THAT SUCH SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT.” (4) All certificates representing the Common Shares unless Underlying Securities issued upon the Warrant Agent has received notice in writing from the Corporation stating otherwise and setting forth the restrictions on the exercise or deemed exercise of the Special Warrants and any which bear the U.S. legend set forth in subsection 2.14(2)(a) shall bear the certificates or DRS Advices representing the Common Shares should bearU.S. legend.

Securities Restrictions. Notwithstanding anything herein contained, no Warrants, or Warrants and no Common Shares issuable upon the exercise of such Warrants, will be issued or transferred pursuant to any Warrant if the issuance of such Warrants or Common Shares or transfer of such Warrants would constitute a violation of the securities laws of any applicable jurisdictionjurisdiction or the rules or policies of any applicable stock exchange, and, and without limiting the generality of the foregoing, in the Corporation may include any legend on event that the Warrants are transferred or are exercised pursuant to the terms of this Indenture, the certificates or DRS Advices representing the Warrants and and/or the Common Shares issuable upon exercise thereby issued will bear such legend (to be confirmed in writing by the Corporation to the Warrant Agent together with the Corporation's written approval of any Warrant iftransfers) as may, in the opinion of counsel to the Corporation, such legend is be necessary in order to avoid a violation of any securities laws of any applicable jurisdiction province in Canada or in the United States or to comply with the requirements of any stock exchange on which the Common Shares are listed; , provided that if, at any time, in the opinion of outside counsel to the Corporation, acting reasonably, such legends are no longer necessary in order to avoid a violation of any such laws, or the holder of any such legended certificate or DRS Advicescertificate, at his, her or its the holder's expense, provides the Corporation with evidence satisfactory in form and substance to the Corporation and the Warrant Agent or the Corporation's transfer agent, as applicable, (which may include without limitation a declaration in the form attached hereto as Schedule "B" or an opinion of counsel of recognized standing satisfactory to the Corporation and the Warrant Agent or the Corporation's transfer agent, as applicable) to the effect that such holder is entitled to sell or otherwise transfer such securities Warrants or Common Shares in a transaction in which such legends are not required, such legended certificates or DRS Advices certificate may thereafter be surrendered to the Warrant Agent Corporation in exchange for a certificate or DRS Advices that which does not bear such legends. The legend and the Warrant Agent shall be entitled to assume that effect such transfer upon the Common Shares may be issued pursuant written approval of the Corporation to the exercise of any Warrant without violating any Applicable Securities Laws and without legending the certificate or DRS Advices representing the Common Shares unless the Warrant Agent has received notice in writing from the Corporation stating otherwise and setting forth the restrictions on the exercise of the Warrants and any legend the certificates or DRS Advices representing the Common Shares should bearAgent.

Securities Restrictions. 3.8.1 Notwithstanding anything herein containedto the contrary, no WarrantsWarrants may only be transferred, or Common Warrant Shares issuable shall only be issued by the Corporation (upon the exercise of such the Warrants), will and Warrant Shares may only be issued if the issuance of such Warrants or Common Shares would constitute a violation of the securities laws of any transferred in compliance with applicable jurisdictionlaw, and, including without limitation Securities Laws. Without limiting the generality of the foregoing, the Corporation may include direct the Warrant Agent to prohibit exercise of the Warrants or to legend any legend on the Warrant Certificates or certificates or DRS Advices representing the Warrants and Common Warrant Shares issuable upon exercise of any Warrant if, in the opinion of counsel to the Corporation, such prohibition or legend is necessary or appropriate in order to avoid a violation of any securities laws of any applicable jurisdiction or to comply with the requirements of any stock exchange on which the Common Shares are listedSecurities Laws; provided that if, at any time, in the opinion of outside counsel to the Corporation, acting reasonably, such legends are no longer necessary in order to avoid a violation Holder of any such laws, Warrant or the holder of any such legended certificate or DRS Advicescertificate, at his, her or its expense, provides the Corporation with evidence satisfactory in form and substance reasonably satisfactory to the Corporation (which may include an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Corporation) to the effect that such holder Holder is entitled to exercise such Warrant or to sell or otherwise transfer such securities in a transaction in which such legends are not requiredlegended Warrant Share, such Warrant may thereafter be exercised or such legended certificates or DRS Advices Warrant Share may thereafter be surrendered to the Warrant Agent in exchange for a certificate or DRS Advices that which does not bear such legends. . 3.8.2 The Warrant Agent shall be entitled to assume that the Common Warrant Shares may be issued pursuant to the exercise of any Warrant without violating any Applicable applicable Securities Laws and without legending the any certificate or DRS Advices representing the Common Warrant Shares unless the Warrant Agent has received notice in writing from the Corporation stating otherwise and setting forth the restrictions on the exercise of the Warrants and any legend the certificates or DRS Advices representing the Common Warrant Shares should bear. 3.8.3 Neither the Corporation nor the Warrant Agent shall effect any exercise of a Warrant, and a Holder shall not have the right to exercise any portion of a Warrant, pursuant to Article 3 or otherwise, to the extent that, after giving effect to such issuance after exercise as set forth on the applicable Exercise Form, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of Common Shares beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Warrant Shares issuable upon exercise of a Warrant with respect to which such determination is being made, but shall exclude the number of Warrant Shares that would be issuable upon (i) exercise of the remaining, non-exercised portion of a Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties, and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation (including, without limitation, any other Equity Share equivalents), subject to a limitation on conversion or exercise analogous to the limitation contained herein, beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 3.8.3, beneficial ownership shall be calculated in accordance with Section 13(d) of the U.S. Securities Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that neither the Warrant Agent nor the Corporation is representing to the Holder that such calculation is in compliance with Section 13(d) of the U.S. Securities Exchange Act and the Holder further acknowledges that it is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 3.8.3 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of an Exercise Form shall be deemed to be the Holder’s determination of whether a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and neither the Warrant Agent nor the Corporation shall have any obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the U. S. Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 3.8.3, in determining the number of outstanding Common Shares, a Holder may rely on the number of outstanding Common Shares as reflected in (A) the Corporation’s most recent periodic or annual report filed with the SEC or on SEDAR, as the case may be, (B) a more recent public announcement by the Corporation, or (C) a more recent written notice by the Corporation or the Corporation’s transfer agent setting forth the number of Common Shares outstanding. Upon the written or oral request of a Holder, the Corporation shall, within two Trading Days, confirm orally and in writing to the Holder the number of Common Shares then outstanding. In any case, the number of outstanding Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including the Warrant being exercised, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding Common Shares was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of Common Shares outstanding immediately after giving effect to the issuance of Warrant Shares issuable upon exercise of the Warrant in question. The Holder, upon written notice to the Corporation, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 3.8.3, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of Common Shares outstanding immediately after giving effect to the issuance of Warrant Shares upon exercise of the Warrant in question held by the Holder and the provisions of this Section 3.8.3 shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the sixty-first (61st) day after such notice is delivered to the Corporation. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.8.3 to correct this paragraph (or any portion hereof) that may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this Section 3.8.3 shall apply to a successor holder of a Warrant.

Securities Restrictions. (1) Notwithstanding anything herein contained, no Warrants, Underlying Shares shall only be issued by the Company (upon exercise or Common Shares issuable upon the deemed exercise of such the Special Warrants, will be issued if the issuance of such Warrants or Common Shares would constitute a violation of ) in compliance with the securities laws of any applicable jurisdiction, and, and without limiting the generality of the foregoing, in the Corporation may include any legend on event that the Special Warrants are exercised pursuant to sections 3.1 and 3.2 prior to the Expiry Time, the certificates or DRS Advices representing the Warrants and Common Underlying Shares issuable upon exercise of any Warrant ifthereby issued shall bear such legends as may, in the opinion of counsel to the CorporationCompany, such legend is be necessary in order to avoid a violation of any securities laws of any applicable jurisdiction or to comply with the requirements of any stock exchange on which the Common Shares are listed; , provided that if, at any time, in the opinion of outside counsel to the Corporation, acting reasonablyCompany, such legends are no longer necessary in order to avoid a violation of any such laws, or the holder Holder of any such legended certificate or DRS Advicescertificate, at his, her or its the Holder’s expense, provides the Corporation Company with evidence satisfactory in form and substance to the Corporation Company and the Trustee (which may include an opinion of counsel of recognized standing satisfactory to the CorporationCompany and the Trustee) to the effect that such holder Holder is entitled to sell or otherwise transfer such securities Underlying Shares in a transaction in which such legends are not required, required such legended certificates or DRS Advices certificate may thereafter be surrendered to the Warrant Agent Company in exchange for a certificate or DRS Advices that which does not bear such legends. The Warrant Agent shall be entitled to assume that legend. (2) Upon exercise of the Common Shares may be issued Special Warrants (other than a deemed exercise pursuant to the exercise terms of any Warrant without violating any Applicable Securities Laws this Indenture), or transfer of the Special Warrants, the Holder shall be required to represent, warrant and without legending certify that the certificate representations, warranties and certifications set forth in the subscription agreement related to the purchase of such Special Warrants shall be true and correct as of the date thereof. (3) In the event that the Special Warrants are exercised or DRS Advices deemed to be exercised by a Holder, or deemed to be exercised by a Holder, who is a U.S. Person, a person in the United States or a person for the account or benefit of a U.S. Person or a person in the United States, the certificates evidencing the Underlying Shares shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO SANDSPRING RESOURCES LTD. (THE “CORPORATION”) (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH LOCAL LAWS AND REGULATIONS, (C) WITHIN THE UNITED STATES IN ACCORDANCE WITH (1) RULE 144A UNDER THE U.S. SECURITIES ACT, OR (2) RULE 144 UNDER THE U.S. SECURITIES ACT AND, IN EACH CASE, IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C)(2) OR (D) ABOVE, A LEGAL OPINION SATISFACTORY TO THE CORPORATION MUST FIRST BE PROVIDED TO COMPUTERSHARE TRUST COMPANY OF CANADA TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. IF THESE SECURITIES ARE SOLD AT ANY TIME THE CORPORATION IS A “FOREIGN ISSUER” AS DEFINED IN RULE 902 UNDER THE U.S. SECURITIES ACT, A NEW CERTIFICATE, BEARING NO LEGEND, THE DELIVERY OF WHICH WILL CONSTITUTE “GOOD DELIVERY” MAY BE OBTAINED FROM COMPUTERSHARE TRUST COMPANY OF CANADA UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN FORM SATISFACTORY TO THE CORPORATION AND COMPUTERSHARE TRUST COMPANY OF CANADA TO THE EFFECT THAT THE SALE OF THE SECURITIES IS BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND, IF SO REQUIRED BY THE CORPORATION OR COMPUTERSHARE TRUST COMPANY OF CANADA, AN OPINION OF COUNSEL, TO THE EFFECT THAT THE SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT.” (4) All certificates representing the Common Underlying Shares unless issued upon the Warrant Agent has received notice in writing from the Corporation stating otherwise and setting forth the restrictions on the exercise or deemed exercise of the Special Warrants and any which bear the U.S. legend set forth in subsection 2.14(2)(a) shall bear the certificates or DRS Advices representing the Common Shares should bearU.S. legend.

Securities Restrictions. Notwithstanding anything herein contained, no Warrants, or Common Shares issuable upon the exercise of such Warrants, will be issued if the issuance upon exercise of such Warrants or Common Shares would constitute a violation of Warrant only in compliance with the securities laws of any applicable jurisdiction, including without limitation the applicable securities legislation, and, without limiting the generality of the foregoing, the Corporation may include will direct the Warrant Agent to legend any legend on the certificates or DRS Advices representing the Warrants and Common Shares issuable upon exercise of any Warrant if, in the opinion of counsel to the CorporationCorporation acting reasonably, such legend is necessary in order to avoid a violation of any such securities laws of any applicable jurisdiction or to comply with the requirements of any stock exchange on which the Common Shares are listed; provided that if, at any time, in the opinion of outside counsel to the Corporation, acting reasonably, such legends are no longer necessary in order to avoid a violation of any such laws, or the holder of any such legended certificate or DRS Advicescertificate, at his, his or her or its expense, provides the Corporation and the Warrant Agent with evidence satisfactory in form and substance reasonably satisfactory to the Corporation and the Warrant Agent (which may include an opinion of counsel Counsel of recognized standing in form and substance reasonably satisfactory to the Corporation) to the effect that such holder is entitled to sell or otherwise transfer such securities Common Shares in a transaction in which such legends are not required, such legended certificates or DRS Advices may thereafter be surrendered to the Warrant Agent in exchange for a certificate or DRS Advices that which does not bear such legends. The Warrant Agent shall be entitled to assume that the Common Shares may be issued pursuant to the exercise of any Warrant without violating any Applicable Securities Laws applicable securities legislation and without legending the certificate or DRS Advices representing the Common Shares unless the Warrant Agent has received notice in writing from the Corporation stating otherwise and setting forth the restrictions on the exercise of the Warrants and any legend the certificates or DRS Advices representing the Common Shares should bear. Notwithstanding the preceding sentence, the Warrant Agent shall be entitled to require legal advice or other evidence satisfactory to the Warrant Agent, of counsel to the Corporation with respect to any legending requirements.

Securities Restrictions. Notwithstanding anything herein contained, no Warrants, or Common Shares issuable upon the exercise of such Warrants, will be issued if the issuance upon exercise of such Warrants or Common Shares would constitute a violation of Warrant only in compliance with the securities laws of any applicable jurisdiction, including without limitation the Applicable Securities Laws, and, without limiting the generality of the foregoing, the Corporation may include will direct the Warrant Agent to legend any legend on the certificates or DRS Advices representing the Warrants and Common Shares issuable upon exercise of any Warrant if, in the opinion of counsel to the CorporationCorporation acting reasonably, such legend is necessary in order to avoid a violation of any such securities laws of any applicable jurisdiction or to comply with the requirements of any stock exchange on which the Common Shares are listed; provided that if, at any time, in the opinion of outside counsel to the Corporation, acting reasonably, such legends are no longer necessary in order to avoid a violation of any such laws, or the holder of any such legended certificate or DRS Advicescertificate, at his, his or her or its expense, provides the Corporation with evidence satisfactory in form and substance reasonably satisfactory to the Corporation (which may include an opinion of counsel Counsel of recognized standing in form and substance reasonably satisfactory to the Corporation) to the effect that such holder is entitled to sell or otherwise transfer such securities Common Shares in a transaction in which such legends are not required, such legended certificates or DRS Advices may thereafter be surrendered to the Warrant Agent in exchange for a certificate or DRS Advices that which does not bear such legends. The Warrant Agent shall be entitled to assume that the Common Shares may be issued pursuant to the exercise of any Warrant without violating any Applicable Securities Laws and without legending the certificate or DRS Advices representing the Common Shares unless the Warrant Agent has received notice in writing from the Corporation stating otherwise and setting forth the restrictions on the exercise of the Warrants and any legend the certificates or DRS Advices representing the Common Shares should bear.