HAVE NO OBLIGATION, TO REGISTER ANY OF THE SECURITIES UNDER
THE 1933 ACT OR ANY OTHER SECURITIES LEGISLATION;
(C)
BY COMPLETING THE QUESTIONNAIRE, THE SUBSCRIBER IS
REPRESENTING AND WARRANTING THAT THE SUBSCRIBER SATISFIES ONE OF THE CATEGORIES
OF REGISTRATION AND PROSPECTUS EXEMPTIONS PROVIDED IN NATIONAL INSTRUMENT 45-106
("NI 45-106") ADOPTED BY THE BRITISH COLUMBIA SECURITIES COMMISSION (THE "BCSC")
AND OTHER PROVINCIAL SECURITIES COMMISSIONS;
(D)
THE DECISION TO EXECUTE THIS AGREEMENT AND ACQUIRE THE
SECURITIES HAS NOT BEEN BASED UPON ANY ORAL OR WRITTEN REPRESENTATION AS TO FACT
OR OTHERWISE MADE BY OR ON BEHALF OF THE COMPANY AND SUCH DECISION IS BASED
ENTIRELY UPON A REVIEW OF ANY PUBLIC INFORMATION WHICH HAS BEEN FILED BY THE
COMPANY WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC") IN COMPLIANCE, OR
INTENDED COMPLIANCE, WITH APPLICABLE SECURITIES LEGISLATION;
(E)
THE SUBSCRIBER AND THE SUBSCRIBER'S ADVISOR(S) HAVE HAD A
REASONABLE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM THE COMPANY
IN CONNECTION WITH THE DISTRIBUTION OF THE SECURITIES HEREUNDER, AND TO OBTAIN
ADDITIONAL INFORMATION, TO THE EXTENT POSSESSED OR OBTAINABLE WITHOUT
UNREASONABLE EFFORT OR EXPENSE, NECESSARY TO VERIFY THE ACCURACY OF THE
INFORMATION ABOUT THE COMPANY;
(F)
THE BOOKS AND RECORDS OF THE COMPANY WERE AVAILABLE UPON
REASONABLE NOTICE FOR INSPECTION, SUBJECT TO CERTAIN CONFIDENTIALITY
RESTRICTIONS, BY THE SUBSCRIBER DURING REASONABLE BUSINESS HOURS AT ITS
PRINCIPAL PLACE OF BUSINESS, AND ALL DOCUMENTS, RECORDS AND BOOKS IN CONNECTION
WITH THE DISTRIBUTION OF THE SECURITIES HEREUNDER HAVE BEEN MADE AVAILABLE FOR
INSPECTION BY THE SUBSCRIBER, THE SUBSCRIBER'S LAWYER AND/OR ADVISOR(S);
(G)
ALL OF THE INFORMATION WHICH THE SUBSCRIBER HAS PROVIDED TO
THE COMPANY IS CORRECT AND COMPLETE AS OF THE DATE THIS AGREEMENT IS SIGNED, AND
IF THERE SHOULD BE ANY CHANGE IN SUCH INFORMATION PRIOR TO THIS AGREEMENT BEING
EXECUTED BY THE COMPANY, THE SUBSCRIBER WILL IMMEDIATELY PROVIDE THE COMPANY
WITH SUCH INFORMATION;
(H)
THE COMPANY IS ENTITLED TO RELY ON THE REPRESENTATIONS AND
WARRANTIES OF THE SUBSCRIBER CONTAINED IN THIS AGREEMENT AND THE QUESTIONNAIRE
AND THE SUBSCRIBER WILL HOLD HARMLESS THE COMPANY FROM ANY LOSS OR DAMAGE IT OR
THEY MAY SUFFER AS A RESULT OF THE SUBSCRIBER'S FAILURE TO CORRECTLY COMPLETE
THIS AGREEMENT OR THE QUESTIONNAIRE;
(I)
THE SUBSCRIBER WILL INDEMNIFY AND HOLD HARMLESS THE COMPANY
AND, WHERE APPLICABLE, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ADVISORS AND
SHAREHOLDERS, FROM AND AGAINST ANY AND ALL LOSS, LIABILITY, CLAIM, DAMAGE AND
EXPENSE WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, ANY AND ALL FEES, COSTS AND
EXPENSES WHATSOEVER REASONABLY INCURRED IN INVESTIGATING, PREPARING OR DEFENDING
AGAINST ANY CLAIM, LAWSUIT, ADMINISTRATIVE PROCEEDING OR INVESTIGATION WHETHER
COMMENCED OR THREATENED) ARISING OUT OF OR BASED UPON ANY REPRESENTATION OR
WARRANTY OF THE SUBSCRIBER CONTAINED IN THIS AGREEMENT, THE QUESTIONNAIRE OR IN
ANY DOCUMENT FURNISHED BY THE SUBSCRIBER TO THE COMPANY IN CONNECTION HEREWITH
BEING UNTRUE IN ANY MATERIAL RESPECT OR ANY BREACH OR FAILURE BY THE SUBSCRIBER
TO COMPLY WITH ANY COVENANT OR AGREEMENT MADE BY THE SUBSCRIBER TO THE COMPANY
IN CONNECTION THEREWITH;
(J)
THE COMPANY WILL REFUSE TO REGISTER ANY