by the Company of
a written opinion of counsel for Co-Investor reasonably satisfactory to the
Company to the effect that the proposed transfer is exempt from the registration
requirements of the Securities Act and relevant state securities laws and exempt
from the prospectus requirements of applicable Canadian Securities Laws, as
applicable, or (c) pursuant to Rule 144 under the Securities Act ("Rule 144")
and after expiry of all "hold periods" or "seasoning periods" in
Canada.
Applicable U.S. and Canadian restrictive legends shall be placed on
certificates representing the Shares to be delivered to Co-Investor at the
Investment Closing and the applicable U.S. restrictive legends shall be placed
on any certificates representing the Company Shares to be issued in exchange for
the Shares in connection with the Plan of Arrangement, substantially as follows:
"NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF
THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT (A) PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND THE RULES AND REGULATIONS IN EFFECT
THEREUNDER AND ALL APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS, (B) PURSUANT
TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
SECURITIES ACT AS EVIDENCED BY THE CORPORATION BEING FURNISHED WITH AN OPINION
OF COUNSEL FOR THE HOLDER, WHICH OPINION AND COUNSEL SHALL BE REASONABLY
SATISFACTORY TO THE CORPORATION, TO THE EFFECT THAT SUCH TRANSFER, SALE,
ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE
REGISTRATION PROVISIONS OF THE SECURITIES ACT, OR (C) PURSUANT TO RULE 144 UNDER
THE SECURITIES ACT."
At the time of the Investment Closing, the Shares to be issued to the
Co-Investors will carry the following Canadian restrictive legend:
"UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST
NOT TRADE THE SECURITY BEFORE [__, 2016] [INSERT THE DATE THAT IS 4 MONTHS AND A
DAY AFTER THE INVESTMENT CLOSING DATE].
WITHOUT PRIOR WRITTEN APPROVAL OF TSX
VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE
SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED,
HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF TSX VENTURE
EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT
UNTIL [INSERT DATE]."
The Company Shares issued to the Co-Investors in exchange for the Shares
pursuant to the Plan of Arrangement in accordance with the Plan of Arrangement
will not carry any Canadian restrictive legend.
15
(a) Co-Investor Status.
(i) At the time Co-Investor was offered the Shares, it was, and at the date
hereof it is, either (a) "qualified institutional buyer", as defined in Rule
144A under the Securities Act, or (b) an "accredited investor" as defined in
Rule 501(a) of Regulation D.
(ii) Co-Investor is an "accredited investor" as defined in National Instrument
45-106 - Prospectus Exemptions promulgated under applicable Canadian Securities
Laws.
(b) Sufficiency of Funds.
(i) The Investor has sufficient cash on hand or other sources of immediately
available funds to enable it to