EXCHANGE OR AUTOMATED DEALER QUOTATION SYSTEM; AND
(S)
THE SUBSCRIBER HAS PROVIDED TO THE COMPANY, ALONG WITH AN
EXECUTED COPY OF THIS AGREEMENT:
(I)
FULLY COMPLETED AND EXECUTED QUESTIONNAIRE IN THE FORM
ATTACHED HERETO AS EXHIBIT A, AND
(II)
SUCH OTHER SUPPORTING DOCUMENTATION THAT THE COMPANY OR ITS
LEGAL COUNSEL MAY REQUEST TO ESTABLISH THE SUBSCRIBER'S QUALIFICATION AS A
QUALIFIED INVESTOR.
6.2
IN THIS AGREEMENT, THE TERM "U.S.
PERSON" SHALL HAVE THE MEANING ASCRIBED THERETO IN REGULATION S PROMULGATED
UNDER THE 1933 ACT AND FOR THE PURPOSE OF THE AGREEMENT INCLUDES ANY PERSON IN
THE UNITED STATES.
7.
REPRESENTATIONS AND WARRANTIES WILL
BE RELIED UPON BY THE COMPANY
7.1
THE SUBSCRIBER ACKNOWLEDGES AND
AGREES THAT THE REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN ARE MADE BY IT
WITH THE INTENTION THAT SUCH REPRESENTATIONS AND WARRANTIES WILL BE RELIED UPON
BY THE COMPANY AND ITS LEGAL COUNSEL IN DETERMINING THE SUBSCRIBER'S ELIGIBILITY
TO ACQUIRE THE SECURITIES UNDER APPLICABLE SECURITIES LEGISLATION.
THE
SUBSCRIBER FURTHER AGREES THAT BY ACCEPTING DELIVERY OF THE CERTIFICATES
REPRESENTING THE SECURITIES ON THE CLOSING DATE, IT WILL BE REPRESENTING AND
WARRANTING THAT THE REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN ARE TRUE AND
CORRECT AS AT THE CLOSING DATE WITH THE SAME FORCE AND EFFECT AS IF THEY HAD
BEEN MADE BY THE SUBSCRIBER ON THE CLOSING DATE AND THAT THE REPRESENTATIONS AND
WARRANTIES WILL SURVIVE THE ACQUISITION BY THE SUBSCRIBER OF THE SECURITIES
NOTWITHSTANDING ANY SUBSEQUENT DISPOSITION BY THE SUBSCRIBER OF SUCH SECURITIES.
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8.
ACKNOWLEDGEMENT AND WAIVER
8.1
THE SUBSCRIBER HAS ACKNOWLEDGED THAT
THE DECISION TO ACQUIRE THE SECURITIES WAS SOLELY MADE ON THE BASIS OF PUBLICLY
AVAILABLE INFORMATION.
THE SUBSCRIBER HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, ANY RIGHTS OF WITHDRAWAL, RESCISSION OR COMPENSATION FOR
DAMAGES TO WHICH THE SUBSCRIBER MIGHT BE ENTITLED IN CONNECTION WITH THE
DISTRIBUTION OF ANY OF THE SECURITIES.
9.
RESALE RESTRICTIONS
9.1
THE SUBSCRIBER ACKNOWLEDGES THAT ANY
RESALE OF THE SECURITIES WILL BE SUBJECT TO RESALE RESTRICTIONS CONTAINED IN THE
SECURITIES LEGISLATION APPLICABLE TO THE SUBSCRIBER OR PROPOSED TRANSFEREE.
THE
SUBSCRIBER ACKNOWLEDGES THAT NONE OF THE SECURITIES HAVE BEEN REGISTERED UNDER
THE 1933 ACT OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.
NONE OF
THE SECURITIES MAY BE OFFERED OR SOLD IN THE UNITED STATES UNLESS REGISTERED IN
ACCORDANCE WITH UNITED STATES FEDERAL SECURITIES LAWS AND ALL APPLICABLE STATE
AND PROVINCIAL SECURITIES LAWS OR EXEMPTIONS FROM SUCH REGISTRATION REQUIREMENTS
ARE AVAILABLE.
9.2
THE SUBSCRIBER ACKNOWLEDGES THAT THE
SECURITIES ARE SUBJECT TO RESALE RESTRICTIONS IN CANADA AND MAY NOT BE TRADED IN
CANADA EXCEPT AS PERMITTED BY THE APPLICABLE PROVINCIAL SECURITIES LAWS AND THE
RULES MADE THEREUNDER.
9.3
PURSUANT TO BCI 51-509, A SUBSEQUENT
TRADE IN ANY OF THE SECURITIES IN OR FROM BRITISH COLUMBIA WILL BE A
DISTRIBUTION SUBJECT TO THE PROSPECTUS AND REGISTRATION REQUIREMENTS OF
APPLICABLE CANADIAN SECURITIES LEGISLATION (INCLUDING THE SECURITIES ACT
(BRITISH COLUMBIA)) UNLESS CERTAIN CONDITIONS ARE MET, WHICH CONDITIONS INCLUDE,
AMONG OTHERS, A REQUIREMENT THAT ANY CERTIFICATE REPRESENTING THE SECURITIES (OR
OWNERSHIP