definiens: as defined in Rule 501(1),(2 ), ( 3 ), ( 7 ) or ( 8) of Regulation D in a private placement transaction not involving any public offering in reliance on theexemption from the registration requirements of Section 5 of the U.S. Securities Act provided by Section 4(a)(2 ) of theU.S. Securities Act or another applicable exemption therefrom, and in Canada on the basis that ( i ) Seller is notresident in British Columbia and ( ii ) Seller hereby acknowledges that : ( A ) no securities commission or similarregulatory authority has reviewed or passed on the merits of the Common Shares comprising the Share Consideration;(B ) there is no government or other insurance covering the Common Shares comprising the Share Consideration ; ( C)there are risks associated with the purchase of the Common Shares comprising the Share Consideration ; ( D ) there arerestrictions on Seller ’s ability to resell the Common Shares comprising the Share Consideration and it is theresponsibility of Seller to find out what those restrictions are and to comply with them before selling the CommonShares comprising the Share Consideration ; and ( E ) Parent has advised Seller that Parent is relying on an exemptionfrom the requirements to provide Seller with a prospectus and to sell securities through a person registered to sellsecurities under the B.C. Securities Act and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by the B.C. Securities Act, including statutory rights of rescission ordamages, will not be available to Seller