BEEN MADE TO THE
SUBSCRIBER THAT ANY OF THE SHARES WILL BECOME LISTED ON ANY STOCK EXCHANGE OR
AUTOMATED DEALER QUOTATION SYSTEM;
(I)
THE COMPANY WILL REFUSE TO REGISTER ANY TRANSFER OF THE
SHARES NOT MADE IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN
ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES LAWS;
(J)
THE SUBSCRIBER HAS BEEN ADVISED TO CONSULT THE SUBSCRIBER'S
OWN LEGAL, TAX AND OTHER ADVISORS WITH RESPECT TO THE MERITS AND RISKS OF AN
INVESTMENT IN THE SHARES AND WITH RESPECT TO APPLICABLE RESALE RESTRICTIONS, AND
IT IS SOLELY RESPONSIBLE (AND THE COMPANY IS NOT IN ANY WAY RESPONSIBLE) FOR
COMPLIANCE WITH:
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(I)
ANY APPLICABLE LAWS OF THE JURISDICTION IN WHICH THE
SUBSCRIBER IS RESIDENT IN CONNECTION WITH THE DISTRIBUTION OF THE SHARES
HEREUNDER, AND
(II)
APPLICABLE RESALE RESTRICTIONS;
(K)
IN ADDITION TO RESALE RESTRICTIONS IMPOSED UNDER U.S.
SECURITIES LAWS, THERE MAY BE ADDITIONAL RESTRICTIONS ON THE SUBSCRIBER'S
ABILITY TO RESELL ANY OF THE SHARES IN CANADA UNDER THE SECURITIES ACT (BRITISH
COLUMBIA) (THE "BC ACT") AND BRITISH COLUMBIA INSTRUMENT 51-509 ("BCI 51-509")
AS ADOPTED BY THE BCSC;
(L)
THE COMPANY HAS ADVISED THE SUBSCRIBER THAT THE COMPANY IS
RELYING ON AN EXEMPTION FROM THE REQUIREMENTS TO PROVIDE THE SUBSCRIBER WITH A
PROSPECTUS AND TO SELL THE SHARES THROUGH A PERSON REGISTERED TO SELL SECURITIES
UNDER APPLICABLE SECURITIES LEGISLATION TO ISSUE THE SHARES AND, AS A
CONSEQUENCE OF ACQUIRING THE SHARES PURSUANT TO SUCH EXEMPTION CERTAIN
PROTECTIONS, RIGHTS AND REMEDIES PROVIDED BY THE APPLICABLE SECURITIES
LEGISLATION OF BRITISH COLUMBIA INCLUDING STATUTORY RIGHTS OF RESCISSION OR
DAMAGES, WILL NOT BE AVAILABLE TO THE SUBSCRIBER;
(M)
NEITHER THE SEC NOR ANY OTHER SECURITIES COMMISSION OR SIMILAR
REGULATORY AUTHORITY HAS REVIEWED OR PASSED ON THE MERITS OF THE SHARES;
(N)
NO DOCUMENTS IN CONNECTION WITH THE SALE OF THE SHARES
HEREUNDER HAVE BEEN REVIEWED BY THE SEC OR ANY SECURITIES ADMINISTRATORS;
(O)
THERE IS NO GOVERNMENT OR OTHER INSURANCE COVERING ANY OF
THE SHARES; AND
(P)
THIS SUBSCRIPTION AGREEMENT IS NOT ENFORCEABLE BY THE
SUBSCRIBER UNLESS IT HAS BEEN ACCEPTED BY THE COMPANY.
6.
REPRESENTATIONS, WARRANTIES AND
COVENANTS OF THE SUBSCRIBER
6.1
THE SUBSCRIBER HEREBY REPRESENTS AND
WARRANTS TO AND COVENANTS WITH THE COMPANY (WHICH REPRESENTATIONS, WARRANTIES
AND COVENANTS SHALL SURVIVE THE CLOSING) THAT:
(A)
THE SUBSCRIBER (I) HAS ADEQUATE NET WORTH AND MEANS OF
PROVIDING FOR ITS CURRENT FINANCIAL NEEDS AND POSSIBLE PERSONAL CONTINGENCIES,
(II) HAS NO NEED FOR LIQUIDITY IN THIS INVESTMENT, (III) IS ABLE TO BEAR THE
ECONOMIC RISKS OF AN INVESTMENT IN THE SHARES FOR AN INDEFINITE PERIOD OF TIME,
AND (IV) CAN AFFORD THE COMPLETE LOSS OF SUCH INVESTMENT;
(B)
IF APPLICABLE, ALL INFORMATION CONTAINED IN THE
QUESTIONNAIRES 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