OF
PROVIDING FOR ITS CURRENT FINANCIAL NEEDS AND POSSIBLE PERSONAL CONTINGENCIES,
(II) HAS NO NEED FOR LIQUIDITY IN THIS INVESTMENT, AND (III) IS ABLE TO BEAR THE
ECONOMIC RISKS OF AN INVESTMENT IN THE SECURITIES FOR AN INDEFINITE PERIOD OF
TIME;
(K)
THE SUBSCRIBER (I) IS ABLE TO FEND FOR ITSELF; (II) HAS SUCH
KNOWLEDGE AND EXPERIENCE IN BUSINESS MATTERS AS TO BE CAPABLE OF EVALUATING THE
MERITS AND RISKS OF ITS PROSPECTIVE INVESTMENT IN THE SECURITIES; AND (III) CAN
AFFORD THE COMPLETE LOSS OF SUCH INVESTMENT;
(L)
THE SUBSCRIBER IS OUTSIDE THE UNITED STATES WHEN RECEIVING
AND EXECUTING THIS AGREEMENT;
(M)
THE SUBSCRIBER UNDERSTANDS AND AGREES THAT OFFERS AND SALES OF
ANY OF THE SECURITIES PRIOR TO THE EXPIRATION OF THE PERIOD SPECIFIED IN
REGULATION S (SUCH PERIOD HEREINAFTER REFERRED TO AS THE "DISTRIBUTION
COMPLIANCE PERIOD") SHALL ONLY BE MADE IN COMPLIANCE WITH THE SAFE HARBOR
PROVISIONS SET FORTH IN REGULATION S, PURSUANT TO THE REGISTRATION PROVISIONS OF
THE 1933 ACT OR AN EXEMPTION THEREFROM, AND THAT ALL OFFERS AND SALES AFTER THE
DISTRIBUTION COMPLIANCE PERIOD SHALL BE MADE ONLY IN COMPLIANCE WITH THE
REGISTRATION PROVISIONS OF THE 1933 ACT OR AN EXEMPTION THEREFROM AND IN EACH
CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE AND PROVINCIAL SECURITIES LAWS;
- 6 -
(N)
ALL INFORMATION CONTAINED IN THE QUESTIONNAIRE IS COMPLETE
AND ACCURATE AND MAY BE RELIED UPON BY THE COMPANY, AND THE SUBSCRIBER WILL
NOTIFY THE COMPANY IMMEDIATELY OF ANY MATERIAL CHANGE IN ANY SUCH INFORMATION
OCCURRING PRIOR TO THE CLOSING OF THE ISSUANCE OF THE SECURITIES;
(O)
THE SUBSCRIBER IS NOT AN UNDERWRITER OF, OR DEALER IN, THE
COMMON SHARES OF THE COMPANY, NOR IS THE SUBSCRIBER PARTICIPATING, PURSUANT TO A
CONTRACTUAL AGREEMENT OR OTHERWISE, IN THE DISTRIBUTION OF THE SECURITIES;
(P)
THE SUBSCRIBER IS NOT AWARE OF ANY ADVERTISEMENT OF ANY OF
THE SECURITIES AND IS NOT ACQUIRING THE SECURITIES AS A RESULT OF ANY FORM OF
GENERAL SOLICITATION OR GENERAL ADVERTISING INCLUDING ADVERTISEMENTS, ARTICLES,
NOTICES OR OTHER COMMUNICATIONS PUBLISHED IN ANY NEWSPAPER, MAGAZINE OR SIMILAR
MEDIA OR BROADCAST OVER RADIO OR TELEVISION, OR ANY SEMINAR OR MEETING WHOSE
ATTENDEES HAVE BEEN INVITED BY GENERAL SOLICITATION OR GENERAL ADVERTISING;
(Q)
OTHERS WILL RELY UPON THE TRUTH AND ACCURACY OF THE
REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS SECTION 6.1 AND AGREES THAT IF
SUCH REPRESENTATIONS AND WARRANTIES ARE NO LONGER ACCURATE OR HAVE BEEN
BREACHED, THE SUBSCRIBER SHALL IMMEDIATELY NOTIFY THE COMPANY;
(R)
NO PERSON HAS MADE TO THE SUBSCRIBER ANY WRITTEN OR ORAL
REPRESENTATIONS:
(I)
THAT ANY PERSON WILL RESELL OR REPURCHASE ANY OF THE
SECURITIES;
(II)
THAT ANY PERSON WILL REFUND THE PURCHASE PRICE OF ANY OF
THE SECURITIES;
(III)
AS TO THE FUTURE PRICE OR VALUE OF ANY OF THE SECURITIES;
OR
(IV)
THAT ANY OF THE SECURITIES WILL BE LISTED AND POSTED FOR
TRADING ON ANY STOCK EXCHANGE OR AUTOMATED DEALER QUOTATION SYSTEM OR THAT
APPLICATION HAS BEEN MADE TO LIST AND POST ANY OF THE SECURITIES OF THE COMPANY
ON ANY STOCK