OR ENDORSEMENT OF THE OFFERING;
(B)
THE UNITS HAVE NOT BEEN REGISTERED UNDER THE
1933 ACT OR QUALIFIED UNDER ANY STATE SECURITIES LAWS IN RELIANCE ON EXEMPTIONS
FROM REGISTRATION PROVIDED THEREUNDER, AND THE CORPORATION HAS NO OBLIGATION OR
PRESENT INTENTION OF FILING A REGISTRATION STATEMENT UNDER THE 1933 ACT IN
RESPECT OF THE UNITS OTHER THAN AS SET FORTH IN THE REGISTRATION RIGHTS
AGREEMENT;
(C)
THERE ARE RESTRICTIONS ON THE SUBSCRIBER'S
ABILITY TO RESELL THE UNITS AND IT IS THE RESPONSIBILITY OF THE SUBSCRIBER TO
FIND OUT WHAT THOSE RESTRICTIONS ARE AND TO COMPLY WITH THEM BEFORE SELLING THE
SECURITIES COMPRISING THE UNITS;
(D)
THE SUBSCRIBER ACKNOWLEDGES AND AGREES WITH
THE CORPORATION THAT THE CORPORATION SHALL REFUSE TO REGISTER ANY TRANSFER OF
THE UNITS NOT MADE PURSUANT TO
7
REGISTRATION UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM
REGISTRATION UNDER THE 1933 ACT (INCLUDING REGULATION S);
(E)
THE CORPORATION MAY BE REQUIRED TO PROVIDE
APPLICABLE SECURITIES REGULATORY AUTHORITIES WITH A LIST SETTING FORTH THE
IDENTITIES OF THE BENEFICIAL PURCHASERS OF THE UNITS AND THE SUBSCRIBER
ACKNOWLEDGES AND AGREES THAT IT WILL PROVIDE, ON REQUEST, PARTICULARS AS TO THE
IDENTITY OF SUCH BENEFICIAL PURCHASERS AS MAY BE REQUIRED BY THE CORPORATION IN
ORDER TO COMPLY WITH THE FOREGOING, PROVIDED THAT THIS UNDERTAKING SHALL NOT
REQUIRE THE SUBSCRIBER TO BREACH ITS CONFIDENTIALITY OBLIGATIONS TO ANY OTHER
PERSON;
(F)
BY PROVIDING PERSONAL INFORMATION TO THE
CORPORATION, THE SUBSCRIBER AND EACH PERSON FOR WHOM IT IS CONTRACTING
HEREUNDER, IS CONSENTING TO THE CORPORATION'S COLLECTION, USE AND DISCLOSURE OF
THAT INFORMATION FOR THE PURPOSES OF THE SUBSCRIPTION OF UNITS AND THE OFFERING
IN GENERAL, FOR CORPORATE GOVERNANCE PURPOSES AND TO CONTACT THE SUBSCRIBER AS
AN INVESTOR. THE SUBSCRIBER, AND EACH PERSON FOR WHOM IT IS CONTRACTING
HEREUNDER, ACKNOWLEDGES THAT, FROM TIME TO TIME, THE CORPORATION MAY BE REQUIRED
TO DISCLOSE SUCH PERSONAL INFORMATION AND, BY PROVIDING SUCH PERSONAL
INFORMATION TO THE CORPORATION, THE SUBSCRIBER AND EACH PERSON FOR WHOM IT IS
CONTRACTING HEREUNDER, HEREBY EXPRESSLY CONSENTS TO SUCH DISCLOSURE, AND THE
SUBSCRIBER AND EACH PERSON FOR WHOM IT IS CONTRACTING AGREES AND ACKNOWLEDGES
THAT THE CORPORATION MAY USE AND DISCLOSE PERSONAL INFORMATION AS FOLLOWS:
(I)
FOR INTERNAL USE WITH RESPECT TO
MANAGING THE RELATIONSHIPS BETWEEN AND CONTRACTUAL OBLIGATIONS OF THE
CORPORATION AND THE SUBSCRIBER AND EACH PERSON FOR WHOM IT IS CONTRACTING;
(II)
FOR USE AND DISCLOSURE FOR INCOME TAX
RELATED PURPOSES, INCLUDING WITHOUT LIMITATION, WHERE REQUIRED BY LAW,
DISCLOSURE TO THE INTERNAL REVENUE SERVICE;
(III)
DISCLOSURE TO SECURITIES REGULATORY
AUTHORITIES AND OTHER REGULATORY BODIES WITH JURISDICTION WITH RESPECT TO
REPORTS OF TRADES AND SIMILAR REGULATORY FILINGS;
(IV)
DISCLOSURE TO A GOVERNMENTAL OR OTHER
AUTHORITY TO WHICH THE DISCLOSURE IS REQUIRED BY COURT ORDER OR SUBPOENA
COMPELLING SUCH DISCLOSURE AND WHERE THERE IS NO REASONABLE ALTERNATIVE TO SUCH
DISCLOSURE;
(V)
DISCLOSURE TO PROFESSIONAL ADVISERS OF THE
CORPORATION IN CONNECTION WITH THE PERFORMANCE OF THEIR PROFESSIONAL SERVICES;
(VI)
DISCLOSURE TO ANY PERSON WHERE SUCH DISCLOSURE
IS NECESSARY FOR LEGITIMATE BUSINESS REASONS AND