IS NOT IN
EFFECT AS OF OR HAS NOT BEEN OBTAINED WITHIN A REASONABLE TIME AFTER THE
SURRENDER DATE OF THE WARRANT CERTIFICATE FOR EXERCISE SHALL NOT BE ENTITLED TO
EXERCISE WARRANTS, UNLESS IN THE OPINION OF COUNSEL TO THE CORPORATION SUCH
REGISTRATION OR APPROVAL IN SUCH STATE SHALL NOT BE REQUIRED OR THE CORPORATION
OTHERWISE AUTHORIZES THE ISSUANCE. IN SUCH EVENT, THE WARRANTHOLDER SHALL BE
ENTITLED TO TRANSFER THE WARRANTS TO OTHERS, BUT ONLY PRIOR TO THE EXPIRY DATE
FOR THE WARRANTS BEING TRANSFERRED.
IF NO REGISTRATION STATEMENT IS EFFECTIVE
AT ANY TIME WHEN ANY WARRANT IS EXERCISED, SUCH WARRANTHOLDER SHALL BE NOTIFIED
FORTHWITH BY THE TRANSFER AGENT THAT SUCH WARRANTHOLDER IS ENTITLED, AT HIS OR
HER OPTION, TO EXERCISE THE WARRANT ONLY IN ACCORDANCE WITH THE CONDITIONS SET
FORTH IN SECTIONS 4.01(C)(I) AND (II) AND UPON DELIVERY OF A WARRANT EXERCISE
CERTIFICATION (IN THE FORM ATTACHED HERETO AS SCHEDULE B) TO THE WARRANT AGENT
AND THE CORPORATION.
(F)
NO ADDITIONAL CASH PAYMENT FOR WARRANTS:
NOTWITHSTANDING THAT THE CORPORATION MAY NOT HAVE MAINTAINED A CURRENT
REGISTRATION STATEMENT IN RESPECT OF COMMON SHARES UNDER THE 1933 ACT, NO
WARRANTHOLDER (WHETHER A U.S. PURCHASER OR OTHERWISE) SHALL HAVE ANY RIGHT TO
RECEIVE, AND THE CORPORATION SHALL BE UNDER NO OBLIGATION TO PAY TO ANY
WARRANTHOLDER (WHETHER A U.S. PURCHASER OR OTHERWISE), ANY CASH AMOUNT OR OTHER
CONSIDERATION OR COMPENSATION UPON EXERCISE OF THE WARRANTS, OTHER THAN AS
EXPRESSLY PROVIDED BY THIS INDENTURE, AND THE CORPORATION SHALL NOT BE UNDER ANY
OBLIGATION TO REDEEM OR OTHERWISE PURCHASE ANY WARRANTS IN ANY CIRCUMSTANCE;
PROVIDED, HOWEVER, THAT NOTHING IN THIS CLAUSE SHALL LIMIT OR RESTRICT ANY
REMEDIES OF THE TRANSFER AGENT OR ANY WARRANTHOLDER OR WARRANTHOLDERS IN RESPECT
OF A BREACH BY THE CORPORATION OF A REPRESENTATION, WARRANTY OR COVENANT
HEREUNDER, INCLUDING WITHOUT LIMITATION THE COVENANT IN SECTION 7.01(J) OF THIS
INDENTURE.
(G)
SUBSCRIPTION FORM COMPLETION:
ANY
SUBSCRIPTION FORM REFERRED TO IN SUBSECTION 4.01(A) HEREOF SHALL BE SIGNED BY
THE WARRANTHOLDER, OR HIS EXECUTORS, ADMINISTRATORS OR OTHER LEGAL
REPRESENTATIVES OR HIS OR THEIR ATTORNEY DULY APPOINTED BY AN INSTRUMENT IN
WRITING IN FORM AND EXECUTED IN A MANNER SATISFACTORY TO THE WARRANT AGENT,
ACTING REASONABLY, AND SHALL SPECIFY (A) THE NUMBER OF WARRANTS THAT THE HOLDER
DESIRES TO EXERCISE, SUCH NUMBER BEING NOT MORE THAN THE NUMBER WHICH THE HOLDER
IS ENTITLED TO EXERCISE PURSUANT TO THE WARRANT CERTIFICATE SURRENDERED, (B) THE
PERSON OR PERSONS IN WHOSE NAME OR NAMES COMMON SHARES ISSUABLE UPON SUCH
EXERCISE ARE TO BE ISSUED, (C) THE ADDRESS OR ADDRESSES OF SUCH PERSON OR
PERSONS, OR THE OFFICE OF THE WARRANT AGENT AT WHICH THE WARRANT CERTIFICATE WAS
SURRENDERED AND THE CERTIFICATES REPRESENTING SUCH COMMON
16
SHARES ARE TO BE SENT, AND (D) THE NUMBER OF COMMON SHARES TO BE ISSUED TO EACH
SUCH PERSON IF MORE THAN ONE IS SO SPECIFIED.
IF ANY OF THE COMMON SHARES
SUBSCRIBED FOR ARE TO BE ISSUED TO A PERSON OR PERSONS OTHER THAN THE
WARRANTHOLDER, THE WARRANTHOLDER SHALL PAY TO