SUBSCRIBER IS NOT A U.S. PERSON;
(E)
THE SUBSCRIBER IS NOT ACQUIRING THE SECURITIES FOR THE
ACCOUNT OR BENEFIT OF, DIRECTLY OR INDIRECTLY, ANY U.S. PERSON;
(F)
THE SUBSCRIBER IS RESIDENT IN THE JURISDICTION SET OUT
UNDER THE HEADING "NAME AND ADDRESS OF SUBSCRIBER" ON THE SIGNATURE PAGE OF THIS
SUBSCRIPTION AGREEMENT;
(G)
THE SALE OF THE SECURITIES TO THE SUBSCRIBER AS CONTEMPLATED
IN THIS SUBSCRIPTION AGREEMENT COMPLIES WITH OR IS EXEMPT FROM THE APPLICABLE
SECURITIES LEGISLATION OF THE JURISDICTION OF RESIDENCE OF THE SUBSCRIBER;
(H)
THE SUBSCRIBER IS ACQUIRING THE SECURITIES FOR INVESTMENT
ONLY AND NOT WITH A VIEW TO RESALE OR DISTRIBUTION AND, IN PARTICULAR, IT HAS NO
INTENTION TO DISTRIBUTE EITHER DIRECTLY OR INDIRECTLY ANY OF THE SECURITIES IN
THE UNITED STATES OR TO U.S. PERSONS;
(I)
THE SUBSCRIBER IS OUTSIDE THE UNITED STATES WHEN RECEIVING
AND EXECUTING THIS SUBSCRIPTION AGREEMENT AND IS ACQUIRING THE SECURITIES AS
PRINCIPAL FOR THE SUBSCRIBER'S OWN ACCOUNT, FOR INVESTMENT PURPOSES ONLY, AND
NOT WITH A VIEW TO, OR FOR, RESALE, DISTRIBUTION OR FRACTIONALISATION THEREOF,
IN WHOLE OR IN PART, AND NO OTHER PERSON HAS A DIRECT OR INDIRECT BENEFICIAL
INTEREST IN SUCH SECURITIES;
- 5 -
(J)
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;
(K)
THE SUBSCRIBER (I) IS ABLE TO FEND FOR HIM/HER/ITSELF IN THE
SUBSCRIPTION; (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) HAS THE ABILITY TO BEAR THE ECONOMIC RISKS OF ITS
PROSPECTIVE INVESTMENT AND CAN AFFORD THE COMPLETE LOSS OF SUCH INVESTMENT;
(L)
THE SUBSCRIBER ACKNOWLEDGES THAT THE SUBSCRIBER HAS NOT
ACQUIRED THE SECURITIES AS A RESULT OF, AND WILL NOT ITSELF ENGAGE IN, ANY
"DIRECTED SELLING EFFORTS" (AS DEFINED IN REGULATION S UNDER THE 1933 ACT) IN
THE UNITED STATES IN RESPECT OF ANY OF THE SECURITIES WHICH WOULD INCLUDE ANY
ACTIVITIES UNDERTAKEN FOR THE PURPOSE OF, OR THAT COULD REASONABLY BE EXPECTED
TO HAVE THE EFFECT OF, CONDITIONING THE MARKET IN THE UNITED STATES FOR THE
RESALE OF ANY OF THE SECURITIES; PROVIDED, HOWEVER, THAT THE SUBSCRIBER MAY SELL
OR OTHERWISE DISPOSE OF ANY OF THE SECURITIES PURSUANT TO REGISTRATION OF ANY OF
THE SECURITIES PURSUANT TO THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS
OR UNDER AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS AND AS OTHERWISE
PROVIDED HEREIN;
(M)
THE SUBSCRIBER IS NOT AWARE OF ANY ADVERTISEMENT OF ANY OF THE
SECURITIES; AND
(N)
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