THE SUBSCRIBER NOR ANY DISCLOSED
PRINCIPAL WILL OFFER, SELL OR OTHERWISE DISPOSE OF THE COMMON SHARES AND
WARRANTS COMPRISING THE UNITS OR THE WARRANT SHARES IN THE UNITED STATES OR TO A
U.S. PERSON UNLESS THE COMPANY HAS CONSENTED TO SUCH OFFER, SALE OR DISPOSITION
AND SUCH OFFER, SALE OR DISPOSITION IS MADE IN ACCORDANCE WITH AN EXEMPTION FROM
THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT AND THE SECURITIES
LAWS OF ALL APPLICABLE STATES OF THE UNITED STATES OR THE SEC HAS DECLARED
EFFECTIVE A REGISTRATION STATEMENT IN RESPECT OF SUCH SECURITIES.
(C)
IF THE SUBSCRIBER IS A PERSON IN THE UNITED
STATES OR A U.S. PERSON, OR IS PURCHASING THE UNITS ON BEHALF OF A PERSON IN THE
UNITED STATES OR A U.S. PERSON, THE SUBSCRIBER:
(I)
IS EITHER:
(A)
PURCHASING THE UNITS AS PRINCIPAL FOR ITS OWN
ACCOUNT AND NOT FOR THE BENEFIT OF ANY OTHER PERSON AND IS A U.S. ACCREDITED
INVESTOR, AS SET OUT IN SCHEDULE C; OR
(B)
SUBSCRIBING FOR THE UNITS AS AGENT FOR A
BENEFICIAL PRINCIPAL DISCLOSED ON THE EXECUTION PAGE OF THIS AGREEMENT, AND IT
IS AN AGENT OR TRUSTEE AND EACH DISCLOSED PRINCIPAL FOR WHOM IT IS SUBSCRIBING
IS A U.S. ACCREDITED INVESTOR, AS SET OUT IN SCHEDULE B AND IS PURCHASING AS
10
PRINCIPAL FOR HIS/HER/ITS OWN
ACCOUNT AND NOT FOR THE BENEFIT OF ANY OTHER PERSON; AND
(C)
IT HAS CONCURRENTLY EXECUTED AND DELIVERED
A CERTIFICATE IN THE FORM OF THE ATTACHED SCHEDULE C.
(II)
THE PROVISIONS OF PARAGRAPH (A) OF THIS
SUBSECTION WILL BE TRUE AND CORRECT BOTH AS OF THE DATE OF EXECUTION OF THIS
AGREEMENT AND AS OF THE CLOSING DATE.
(III)
IT ACKNOWLEDGES AND CONSENTS TO THE RELEASE
BY THE COMPANY OF CERTAIN INFORMATION REGARDING ITS SUBSCRIPTION, INCLUDING ITS
NAME, ADDRESS, TELEPHONE NUMBER AND REGISTRATION INSTRUCTIONS, THE NUMBER OF
UNITS PURCHASED, THE NUMBER OF SHARES HELD, ITS STATUS AS A SUBSCRIBER AS
REPRESENTED IN SCHEDULE B HERETO, AND, IF APPLICABLE, INFORMATION REGARDING THE
BENEFICIAL OWNERSHIP OF THE SUBSCRIBER OR ITS PRINCIPAL, IN COMPLIANCE WITH THE
SECURITIES LAWS OR AS OTHERWISE REQUIRED BY LAW OF THE COMPANY AND FOR THE
PURPOSES OF ARRANGING FOR THE PREPARATION OF THE CERTIFICATES REPRESENTING THE
UNITS.
(D)
IF THE SUBSCRIBER OR ANY DISCLOSED PRINCIPAL
IS NOT A PERSON DESCRIBED IN PARAGRAPHS 6.1(B) OR 6.1(C) ABOVE, THE SUBSCRIPTION
FOR THE UNITS BY THE SUBSCRIBER DOES NOT CONTRAVENE ANY OF THE APPLICABLE
SECURITIES LEGISLATION IN THE JURISDICTION IN WHICH THE SUBSCRIBER RESIDES AND
DOES NOT GIVE RISE TO ANY OBLIGATION OF THE COMPANY TO PREPARE AND FILE A
PROSPECTUS OR SIMILAR DOCUMENT OR TO REGISTER THE UNITS OR TO BE REGISTERED
WITH, OR TO FILE ANY REPORT OR NOTICE WITH, ANY GOVERNMENTAL OR REGULATORY
AUTHORITY.
(E)
THE EXECUTION AND DELIVERY OF THIS
SUBSCRIPTION AGREEMENT, THE PERFORMANCE AND COMPLIANCE WITH THE TERMS HEREOF,
THE SUBSCRIPTION FOR THE UNITS AND THE COMPLETION OF THE TRANSACTIONS DESCRIBED
HEREIN BY THE SUBSCRIBER WILL NOT RESULT IN ANY MATERIAL BREACH OF, OR BE IN
CONFLICT