THIS SUBSCRIPTION AGREEMENT;
(II)
A PARTNERSHIP, SYNDICATE OR OTHER FORM OF
UNINCORPORATED ORGANIZATION, THE SUBSCRIBER HAS THE NECESSARY LEGAL CAPACITY AND
AUTHORITY TO EXECUTE AND DELIVER THIS SUBSCRIPTION AGREEMENT AND TO OBSERVE AND
PERFORM ITS COVENANTS AND OBLIGATIONS HEREUNDER AND HAS OBTAINED ALL NECESSARY
APPROVALS IN RESPECT THEREOF; OR
(III)
AN INDIVIDUAL, THE SUBSCRIBER IS OF THE FULL
AGE OF MAJORITY AND IS LEGALLY COMPETENT TO EXECUTE THIS SUBSCRIPTION AGREEMENT
AND TO OBSERVE AND PERFORM HIS OR HER COVENANTS AND OBLIGATIONS HEREUNDER.
(J)
OTHER THAN THE AGENT, THERE IS NO PERSON
ACTING OR PURPORTING TO ACT IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED
HEREIN WHO IS ENTITLED TO ANY BROKERAGE OR FINDER'S FEE. IF ANY PERSON
ESTABLISHES A CLAIM THAT ANY FEE OR OTHER COMPENSATION IS PAYABLE IN CONNECTION
WITH THIS SUBSCRIPTION FOR THE SUBSCRIPTION RECEIPTS, THE SUBSCRIBER COVENANTS
TO INDEMNIFY AND HOLD HARMLESS THE CORPORATION AND THE AGENT WITH RESPECT
THERETO AND WITH RESPECT TO ALL COSTS REASONABLY INCURRED IN THE DEFENCE
THEREOF.
(K)
THE SUBSCRIBER IS NOT, WITH RESPECT TO THE
CORPORATION OR ANY OF ITS AFFILIATES, A "CONTROL PERSON" AS DEFINED UNDER THE
SECURITIES LAWS AND THE PURCHASE OF THE SUBSCRIPTION RECEIPTS HEREUNDER AND THE
EXERCISE OR DEEMED EXERCISE OF THE SUBSCRIPTION RECEIPTS WILL NOT RESULT IN THE
SUBSCRIBER BECOMING A CONTROL PERSON.
(L)
IF REQUIRED BY APPLICABLE SECURITIES
LAWS OR THE CORPORATION, THE SUBSCRIBER WILL EXECUTE, DELIVER AND FILE, OR
ASSIST THE CORPORATION IN FILING, SUCH REPORTS, UNDERTAKINGS AND OTHER DOCUMENTS
WITH RESPECT TO THE ISSUE AND/OR SALE OF THE SUBSCRIPTION RECEIPTS AS MAY BE
REQUIRED BY ANY SECURITIES COMMISSION, STOCK EXCHANGE OR OTHER REGULATORY
AUTHORITY.
(M)
THE SUBSCRIBER HAS BEEN ADVISED TO CONSULT ITS
OWN LEGAL ADVISORS WITH RESPECT TO TRADING IN THE SUBSCRIPTION RECEIPTS, AND
WHEN AND IF ISSUED, THE COMMON SHARES, WARRANTS AND WARRANT SHARES AND WITH
RESPECT TO THE RESALE RESTRICTIONS IMPOSED BY THE SECURITIES LAWS OF THE
JURISDICTION IN WHICH THE SUBSCRIBER RESIDES AND OTHER APPLICABLE SECURITIES
LAWS, AND ACKNOWLEDGES THAT NO REPRESENTATION HAS BEEN MADE RESPECTING THE
APPLICABLE HOLD PERIODS IMPOSED BY THE SECURITIES LAWS OR OTHER RESALE
RESTRICTIONS APPLICABLE TO SUCH SECURITIES THAT RESTRICT THE ABILITY OF THE
SUBSCRIBER (OR OTHERS FOR
WHOM IT IS CONTRACTING HEREUNDER) TO RESELL SUCH SECURITIES, THAT THE SUBSCRIBER
(OR OTHERS FOR WHOM IT IS CONTRACTING HEREUNDER) IS SOLELY RESPONSIBLE TO FIND
OUT WHAT THESE RESTRICTIONS ARE AND THE SUBSCRIBER IS SOLELY RESPONSIBLE (AND
NEITHER THE CORPORATION NOR THE AGENT ARE IN ANY WAY RESPONSIBLE) FOR COMPLIANCE
WITH APPLICABLE RESALE RESTRICTIONS AND THE SUBSCRIBER IS AWARE THAT IT (OR
BENEFICIAL PERSONS FOR WHOM IT IS CONTRACTING HEREUNDER) MAY NOT BE ABLE TO
RESELL SUCH SECURITIES EXCEPT IN ACCORDANCE WITH LIMITED EXEMPTIONS UNDER THE
SECURITIES LAWS AND OTHER APPLICABLE SECURITIES LAWS.
(N)
THE SUBSCRIBER HAS NOT RECEIVED OR BEEN
PROVIDED WITH A PROSPECTUS, REGISTRATION STATEMENT OR OFFERING MEMORANDUM,
WITHIN THE MEANING OF THE SECURITIES LAWS, AND THE SUBSCRIBER'S DECISION TO
SUBSCRIBE FOR THE SUBSCRIPTION RECEIPTS WAS NOT BASED UPON, AND THE SUBSCRIBER
HAS NOT RELIED