definiens: ( 1 ) as defined in Rule 501(a ) of Regu lation D of the Securities Act of 1933, as amended and the rules and regulations promulgated thereunder, as now in effect and as amended from time to time ( the ), as it is an organization described in section 501(c)(3 ) of the U.S. Internal Revenu e Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of US$ 5,000,000 ; and ( 2 ) as defined in Multilateral Instrument 45 -103 – Capit al Raising Exemptions, as it is a corporation, limited partnership, limited liability partnership, trust or estate, other than a mutual fund or non -redeemable investment fund, that had net assets of at least CDN$5,000,000 as shown on its most recently prep ared financial statements, and in purchasing the CP Common Shares, it will be purchasing them as principal . The Stockholder has such knowledge and experience in financial, tax and business matters to enable the Stockholder to evaluate the merits and risks of acquiring the CP Common Shares