THE SUBSCRIBER HAS PROPERLY COMPLETED,
EXECUTED AND DELIVERED TO THE COMPANY SCHEDULE "B" HERETO (DATED AS OF THE DATE
HEREOF), AS APPLICABLE AND THE INFORMATION CONTAINED THEREIN IS TRUE AND
CORRECT;
(II)
THE REPRESENTATIONS, WARRANTIES AND
COVENANTS CONTAINED IN SCHEDULE "B" WILL BE TRUE AND CORRECT BOTH AS OF THE DATE
OF EXECUTION OF THIS SUBSCRIPTION AGREEMENT AND AS OF THE CLOSING TIME;
(III)
NEITHER THE SUBSCRIBER NOR ANY DISCLOSED
PRINCIPAL IS A U.S. PERSON NOR SUBSCRIBING FOR THE UNITS FOR THE ACCOUNT OR
BENEFIT OF A U.S. PERSON OR FOR RESALE IN THE UNITED STATES AND THE SUBSCRIBER
CONFIRMS THAT THE UNITS HAVE NOT BEEN OFFERED TO THE SUBSCRIBER IN THE UNITED
STATES AND THAT THIS SUBSCRIPTION AGREEMENT HAS NOT BEEN SIGNED IN THE UNITED
STATES;
(IV)
THE SUBSCRIBER ACKNOWLEDGES THAT THE COMMON
SHARES AND THE WARRANTS COMPRISING THE UNITS AND THE COMMON SHARES ISSUABLE UPON
THE EXERCISE OF THE WARRANTS HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES
ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO A U.S. PERSON
UNLESS THE SECURITIES ARE REGISTERED UNDER THE U.S. SECURITIES ACT AND ALL
APPLICABLE STATE SECURITIES LAWS
9
OR AN EXEMPTION FROM SUCH
REGISTRATION REQUIREMENTS IS AVAILABLE, AND FURTHER AGREES THAT HEDGING
TRANSACTIONS INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE
WITH THE U.S. SECURITIES ACT;
(V)
THE SUBSCRIBER AND IF APPLICABLE, THE
DISCLOSED PRINCIPAL FOR WHOM THE SUBSCRIBER IS ACTING, UNDERSTANDS THAT THE
COMPANY IS THE SELLER OF THE UNITS AND UNDERLYING SECURITIES AND THAT, FOR
PURPOSES OF REGULATION S, A "DISTRIBUTOR" IS ANY UNDERWRITER, DEALER OR OTHER
PERSON WHO PARTICIPATES, PURSUANT TO A CONTRACTUAL ARRANGEMENT IN THE
DISTRIBUTION OF SECURITIES SOLD IN RELIANCE ON REGULATION S AND THAT AN
"AFFILIATE" IS ANY PARTNER, OFFICER, DIRECTOR OR ANY PERSON DIRECTLY OR
INDIRECTLY CONTROLLING, CONTROLLED BY OR UNDER COMMON CONTROL WITH ANY PERSON IN
QUESTION. EXCEPT AS OTHERWISE PERMITTED BY REGULATION S, THE SUBSCRIBER AND IF
APPLICABLE, THE DISCLOSED PRINCIPAL FOR WHOM THE SUBSCRIBER IS ACTING, AGREES
THAT IT WILL NOT, DURING A ONE YEAR DISTRIBUTION COMPLIANCE PERIOD, ACT AS A
DISTRIBUTOR, EITHER DIRECTLY OR THROUGH ANY AFFILIATE, OR SELL, TRANSFER,
HYPOTHECATE OR OTHERWISE CONVEY THE UNITS OR UNDERLYING SECURITIES OTHER THAN TO
A NON-U.S. PERSON;
(VI)
THE SUBSCRIBER AND IF APPLICABLE, THE
DISCLOSED PRINCIPAL FOR WHOM THE SUBSCRIBER IS ACTING, ACKNOWLEDGES AND
UNDERSTANDS THAT IN THE EVENT THE UNITS OR UNDERLYING SECURITIES ARE OFFERED,
SOLD OR OTHERWISE TRANSFERRED BY THE SUBSCRIBER OR IF APPLICABLE, THE DISCLOSED
PRINCIPAL FOR WHOM THE SUBSCRIBER IS ACTING, TO A NON-U.S. PERSON PRIOR TO THE
EXPIRATION OF A ONE YEAR DISTRIBUTION COMPLIANCE PERIOD, THE PURCHASER OR
TRANSFEREE MUST AGREE NOT TO RESELL SUCH SECURITIES EXCEPT IN ACCORDANCE WITH
THE PROVISIONS OF REGULATION S, PURSUANT TO REGISTRATION UNDER THE U.S.
SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION; AND
MUST FURTHER AGREE NOT TO ENGAGE IN HEDGING TRANSACTIONS WITH REGARD TO SUCH
SECURITIES UNLESS IN COMPLIANCE WITH THE U.S. SECURITIES ACT; AND
(VII)
NEITHER