IS MADE WITH THE PRIOR WRITTEN
CONSENT OF THE SUBSCRIBER AND EACH PERSON FOR WHOM IT IS CONTRACTING;
(VII)
DISCLOSURE TO A COURT DETERMINING THE RIGHTS OF
THE PARTIES UNDER THIS AGREEMENT; OR
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(VIII)
FOR USE AND DISCLOSURE AS OTHERWISE REQUIRED OR
PERMITTED BY LAW.
(G)
DURING THE 20 TRADING DAY PERIOD PRIOR TO
THE DATE HEREOF, THE SUBSCRIBER HAS NOT PURCHASED, SOLD, OR "SOLD SHORT" ANY
SECURITIES OF THE CORPORATION.
4.
ISSUANCE OF SECURITIES.
4.1
THE SUBSCRIBER AGREES TO DELIVER TO THE
PLACEMENT AGENT, AS SOON AS POSSIBLE AND, IN ANY EVENT, NOT LATER THAN 5:00 P.M.
(PACIFIC STANDARD TIME) ON AUGUST 13, 2007; (A) THIS DULY COMPLETED AND EXECUTED
SUBSCRIPTION AGREEMENT; (B) A DULY EXECUTED ACCREDITED INVESTOR CERTIFICATE
ATTACHED HERETO AS EXHIBIT "A"; (C) A DULY EXECUTED REGISTRATION RIGHTS
AGREEMENT ATTACHED HERETO AS EXHIBIT "B"; TOGETHER WITH A DULY COMPLETED SELLING
SECURITY HOLDER QUESTIONNAIRE ATTACHED THERETO AS AN EXHIBIT; (D) SUCH OTHER
DOCUMENTS AS MAY BE REQUIRED UNDER APPLICABLE SECURITIES LAWS; AND (E) A
CERTIFIED CHECK OR BANK DRAFT PAYABLE TO THE PLACEMENT AGENT FOR THE AGGREGATE
SUBSCRIPTION PRICE OR PAYMENT OF THE SAME AMOUNT IN SUCH OTHER MANNER AS IS
ACCEPTABLE TO THE PLACEMENT AGENT (INCLUDING WIRE TRANSFER DIRECTLY TO THE
CORPORATION'S ACCOUNT).
5.
REGISTRATION STATEMENT.
The Corporation will prepare and file with the SEC a Registration Statement
covering 100% of the Common Shares and 100% of the Warrant Shares within 60
calendar days of the date of the Closing and in accordance with the terms of the
Registration Rights Agreement executed by the Corporation and attached hereto as
Exhibit "B." The Corporation will use its best efforts to have the Registration
Statement declared effective by the SEC within 180 calendar days of the date of
the Closing.
6.
LEGEND.
The certificates representing the Units will bear a legend denoting the
restrictions on transfer. The Subscriber agrees to sell, assign or transfer the
Units only in accordance with such restrictions.
The legend will be in substantially the following form:
"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THESE
SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO
THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF
REGULATION S UNDER THE SECURITIES ACT, (C) IN COMPLIANCE WITH RULE 144 OR 144A
THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS, (D) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR (E) IN A
TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR ANY
APPLICABLE STATE SECURITIES LAWS, AND THE
9
HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE CORPORATION AN OPINION OF
COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY
TO THE CORPORATION. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE
CONDUCTED UNLESS IN COMPLIANCE WITH THE U.S. SECURITIES ACT."
7.
RELIANCE UPON REPRESENTATIONS,
WARRANTIES AND COVENANTS.
The Subscriber acknowledges that the representations and warranties and
covenants and acknowledgements