in reliance on Rule 144A as
part of this offering will bear a legend substantially to the following effect
unless otherwise agreed by the Company and the holder thereof:
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT
BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE
FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST
HEREIN, THE ACQUIROR
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(a)
REPRESENTS THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A "QUALIFIED
INSTITUTIONAL BUYER" (WITHIN THE MEANING OF RULE 144A UNDER THE 1933 ACT) AND
THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT;
(b)
AGREES FOR THE BENEFIT OF THE CORPORATION THAT IT WILL NOT OFFER, SELL, PLEDGE
OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN, PRIOR TO
THE DATE THAT IS THE LATER OF
(X)
TWO YEARS AFTER THE LATER OF THE LAST ORIGINAL ISSUE DATE HEREOF (WHICH WOULD
INCLUDE THE ISSUANCE OF SECURITIES PURSUANT TO THE EXERCISE OF THE OVERALLOTMENT
OPTION) AND THE LAST DATE ON WHICH THE CORPORATION OR ANY AFFILIATE OF THE
CORPORATION WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY)
OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(K) UNDER THE 1933 ACT OR
ANY SUCCESSOR PROVISION THEREUNDER, AND
(Y)
SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW,
EXCEPT ONLY:
(i)
TO THE CORPORATION;
(ii)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE 1933
ACT;
(iii)
TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE 1933
ACT;
(iv)
IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATIONS UNDER THE
1933 ACT; OR
(v)
PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT PROVIDED BY RULE
144 THEREUNDER (IF AVAILABLE) OR ANY OTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE 1933 ACT,
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IN EACH SUCH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS.
DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF
TRANSACTIONS ON STOCK EXCHANGES IN CANADA. IF THE CORPORATION IS A "FOREIGN
ISSUER" WITHIN THE MEANING OF REGULATION S UNDER THE 1933 ACT AT THE TIME OF
TRANSFER, FOR ANY TRANSFER IN ACCORDANCE WITH (b)(iv) ABOVE, THE LEGEND MAY BE
REMOVED BY PROVIDING A DULY COMPLETED AND SIGNED CERTIFICATE, THE FORM OF WHICH
MAY BE OBTAINED FROM COMPUTERSHARE TRUST COMPANY, INC. (THE "TRANSFER AGENT"),
TO THE TRANSFER AGENT DELIVERY OF WHICH WILL CONSTITUTE "GOOD DELIVERY". FOR ANY
TRANSFER IN ACCORDANCE WITH (b)(v) ABOVE, THE LEGEND MAY BE REMOVED BY DELIVERY
TO THE TRANSFER AGENT OF AN OPINION OF COUNSEL, OF RECOGNIZED STANDING
REASONABLY SATISFACTORY TO THE CORPORATION, TO THE EFFECT THAT SUCH LEGEND IS NO
LONGER REQUIRED UNDER APPLICABLE REQUIREMENTS OF THE 1933 ACT OR STATE
SECURITIES LAWS.
If the Company is a Foreign Issuer at the time of