BE LEGENDED AS FOLLOWS DURING THE
CURRENCY OF APPLICABLE HOLD PERIODS:
THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION
TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION
S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").
NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933
ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE
OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED
HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN
EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
IN
ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED
UNLESS IN COMPLIANCE WITH THE 1933 ACT.
"UNITED STATES" AND "U.S. PERSON" ARE
AS DEFINED BY REGULATION S UNDER THE 1933 ACT.
APPENDIX "B"
TERMS AND CONDITIONS dated November 4, 2011, attached to the Warrants issued by
Caduceus Software Systems Corp.
1.0
INTERPRETATION
1.1
DEFINITIONS
In these Terms and Conditions, unless there is something in the subject matter
or context inconsistent therewith:
(A)
"COMPANY" MEANS CADUCEUS SOFTWARE SYSTEMS CORP. UNTIL A
SUCCESSOR CORPORATION WILL HAVE BECOME SUCH AS A RESULT OF CONSOLIDATION,
AMALGAMATION OR MERGER WITH OR INTO ANY OTHER CORPORATION OR CORPORATIONS, OR AS
A RESULT OF THE CONVEYANCE OR TRANSFER OF ALL OR SUBSTANTIALLY ALL OF THE
PROPERTIES AND ESTATES OF THE COMPANY AS AN ENTIRETY TO ANY OTHER CORPORATION
AND THEREAFTER "COMPANY" WILL MEAN SUCH SUCCESSOR CORPORATION;
(B)
"COMPANY'S AUDITORS" MEANS AN INDEPENDENT FIRM OF
ACCOUNTANTS DULY APPOINTED AS AUDITORS OF THE COMPANY;
(C)
"DIRECTOR" MEANS A DIRECTOR OF THE COMPANY FOR THE TIME
BEING, AND REFERENCE, WITHOUT MORE, TO ACTION BY THE DIRECTORS MEANS ACTION BY
THE DIRECTORS OF THE COMPANY AS A BOARD, OR WHENEVER DULY EMPOWERED, ACTION BY
AN EXECUTIVE COMMITTEE OF THE BOARD;
(D)
"HEREIN", "HEREBY" AND SIMILAR EXPRESSIONS REFER TO THESE
TERMS AND CONDITIONS AS THE SAME MAY BE AMENDED OR MODIFIED FROM TIME TO TIME;
AND THE EXPRESSION "ARTICLE" AND "SECTION," FOLLOWED BY A NUMBER REFER TO THE
SPECIFIED ARTICLE OR SECTION OF THESE TERMS AND CONDITIONS;
(E)
"PERSON" MEANS AN INDIVIDUAL, CORPORATION, PARTNERSHIP,
TRUSTEE OR ANY UNINCORPORATED ORGANIZATION AND WORDS IMPORTING PERSONS HAVE A
SIMILAR MEANING;
(F)
"SHARES" MEANS THE COMMON SHARES IN THE CAPITAL OF THE
COMPANY AS CONSTITUTED AT THE DATE HEREOF AND ANY SHARES RESULTING FROM ANY
SUBDIVISION OR CONSOLIDATION OF THE SHARES;
(G)
"WARRANT HOLDERS" OR "HOLDERS" MEANS THE HOLDERS OF THE
WARRANTS; AND
(H)
"WARRANTS" MEANS THE WARRANTS OF THE COMPANY ISSUED AND
PRESENTLY AUTHORIZED AND FOR THE TIME BEING OUTSTANDING.
1.2
GENDER
Words importing the singular number include the plural and vice versa and words
importing the masculine gender include the feminine