WILL BEAR A LEGEND SUBSTANTIALLY IN THE FOLLOWING
FORM AND WITH THE NECESSARY INFORMATION INSERTED:
"UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST
NOT TRADE THE SECURITY BEFORE THE DATE THAT IS FOUR MONTHS AND ONE DAY AFTER
[THE CLOSING DATE]."
THE CERTIFICATES REPRESENTING THE COMMON SHARES, WARRANTS AND WARRANT SHARES
WILL BEAR A LEGEND SUBSTANTIALLY IN THE FOLLOWING FORM:
"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR APPLICABLE
STATE SECURITIES LAWS.
THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE
SECURITIES ACT AND SUCH LAWS COVERING SUCH SECURITIES, OR THE COMPANY
RECEIVES AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY STATING THAT SUCH
OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM THE REGISTRATION AND
PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS."
(F)
THE COMPANY IS RELYING ON THE
REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED HEREIN AND IN THE APPLICABLE
SCHEDULES ATTACHED HERETO TO DETERMINE THE SUBSCRIBER'S ELIGIBILITY TO SUBSCRIBE
FOR THE UNITS UNDER APPLICABLE SECURITIES LAWS AND THE SUBSCRIBER AGREES TO
INDEMNIFY THE COMPANY ITS DIRECTORS, OFFICERS AND AGENTS AGAINST ALL LOSSES,
CLAIMS, COSTS, EXPENSES, DAMAGES OR LIABILITIES THAT ANY OF THEM MAY SUFFER OR
INCUR AS A RESULT OF OR ARISING FROM RELIANCE THEREON.
THE SUBSCRIBER
UNDERTAKES TO IMMEDIATELY NOTIFY THE COMPANY OF ANY CHANGE IN ANY STATEMENT OR
OTHER INFORMATION RELATING TO THE SUBSCRIBER SET FORTH IN SUCH APPLICABLE
SCHEDULES WHICH TAKES PLACE PRIOR TO THE CLOSING TIME.
(G)
THE COMPANY IS RELYING ON AN EXEMPTION FROM
THE REQUIREMENT TO PROVIDE THE SUBSCRIBER WITH A PROSPECTUS OR REGISTRATION
STATEMENT UNDER THE SECURITIES LAWS AND, AS
14
A CONSEQUENCE OF ACQUIRING THE
UNITS PURSUANT TO SUCH EXEMPTION, CERTAIN PROTECTIONS, RIGHTS AND REMEDIES
PROVIDED BY THE SECURITIES LAWS, INCLUDING STATUTORY RIGHTS OF RESCISSION OR
DAMAGES, WILL NOT BE AVAILABLE TO THE SUBSCRIBER.
(H)
THE SUBSCRIBER IS RESPONSIBLE FOR OBTAINING
SUCH LEGAL AND TAX ADVICE AS IT CONSIDERS APPROPRIATE IN CONNECTION WITH THE
EXECUTION, DELIVERY AND PERFORMANCE OF THIS SUBSCRIPTION AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED UNDER THIS SUBSCRIPTION AGREEMENT.
(I)
THERE IS NO GOVERNMENT GUARANTY OR
INSURANCE COVERING THE WARRANTS OR COMMON SHARES.
(J)
THERE ARE RISKS ASSOCIATED WITH THE
PURCHASE OF THE UNITS AND THE SUBSCRIBER MAY LOSE HIS, HER OR ITS ENTIRE
INVESTMENT.
(K)
THIS SUBSCRIPTION AGREEMENT AND THE
SCHEDULES HERETO REQUIRE THE SUBSCRIBER TO PROVIDE CERTAIN PERSONAL INFORMATION
TO THE COMPANY. SUCH INFORMATION IS BEING COLLECTED BY THE COMPANY FOR THE
PURPOSES OF COMPLETING THE OFFERING, WHICH INCLUDES, WITHOUT LIMITATION,
DETERMINING THE SUBSCRIBER'S ELIGIBILITY TO PURCHASE THE UNITS UNDER THE
SECURITIES LAWS AND OTHER APPLICABLE SECURITIES LAWS, PREPARING AND REGISTERING
CERTIFICATES REPRESENTING UNITS TO BE ISSUED TO THE SUBSCRIBER AND COMPLETING
FILINGS REQUIRED BY ANY STOCK EXCHANGE OR SECURITIES REGULATORY AUTHORITY. THE
SUBSCRIBER'S PERSONAL INFORMATION MAY BE DISCLOSED BY THE COMPANY AND ITS
ADVISORS TO: (A) STOCK EXCHANGES OR SECURITIES REGULATORY AUTHORITIES, (B) THE
TAX