COVENANTS.
THE COMPANY AND THE
INVESTOR WILL EACH MAKE CUSTOMARY REPRESENTATIONS, WARRANTIES AND COVENANTS TO
THE OTHER IN THE SUBSCRIPTION AGREEMENT.
4.
REGULATION S OFFERING.
THE INVESTOR REPRESENTS THAT IT IS (I)
NOT A U.S. PERSON AS THAT TERM IS DEFINED IN REGULATION S, (II) A RESIDENT OF
CANADA AND (III) WHO IS ACQUIRING THE SHARES AND WARRANTS IN RELIANCE ON THE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT PROVIDED BY
REGULATION S (A "FOREIGN INVESTOR").
THE INVESTOR ACKNOWLEDGES THAT THE SHARES
AND WARRANTS TO BE PURCHASED BY THE INVESTOR WILL BE ACQUIRED FOR INVESTMENT FOR
THE INVESTOR'S OWN ACCOUNT, OR AS A DISTRIBUTOR AS THAT TERM IS DEFINED IN
REGULATION S, AND NOT FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON, AND NOT WITH
A VIEW TO THE RESALE OR DISTRIBUTION OF ANY PART THEREOF IN THE UNITED STATES
AND THAT THE INVESTOR HAS NO PRESENT INTENTION OF SELLING, GRANTING ANY
PARTICIPATION IN, OR OTHERWISE DISTRIBUTING THE SAME IN THE UNITED STATES.
THE
INVESTOR HEREBY AGREES TO RESELL THE SHARES OR THE COMMON SHARES UNDERLYING THE
WARRANTS ONLY IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO
REGISTRATION UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION.
IT IS UNDERSTOOD THAT CERTIFICATES EVIDENCING THE SHARES AND THE WARRANTS HELD
BY THE INVESTOR SHALL BEAR SPECIFIC REGULATION S LEGENDS AS SET FORTH IN THE
SUBSCRIPTION AGREEMENT.
5.
CONDITIONS TO CLOSING.
THE COMPANY'S OBLIGATION TO SELL AND
ISSUE THE SHARES AND THE WARRANTS, AND THE INVESTOR'S OBLIGATION TO PURCHASE THE
SHARES AND THE WARRANTS, AT THE CLOSING IS SUBJECT TO THE FULFILLMENT TO THE
SATISFACTION OF THE COMPANY OR THE INVESTOR (AS APPLICABLE) ON OR PRIOR TO THE
CLOSING DATE OF THE CONDITIONS AS SET FORTH IN THE SUBSCRIPTION AGREEMENT, ANY
OF WHICH MAY BE WAIVED BY THE COMPANY OR THE INVESTOR.
FOR GREATER CERTAINTY
AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE HEREIN CONTEMPLATED
TRANSACTION WILL BE SUBJECT TO THE PRIOR ACCEPTANCE OF THE TORONTO STOCK
EXCHANGE AND THE AMERICAN STOCK EXCHANGE AND THE PARTIES HERETO AGREE TO AMEND
THE TERMS AND CONDITIONS OF THIS AGREEMENT TO THE EXTENT REQUIRED TO SECURE SUCH
PRIOR ACCEPTANCE.
6.
MISCELLANEOUS.
6.1.
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT MAY NOT BE ASSIGNED BY A
PARTY HERETO WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY OR THE INVESTOR,
AS APPLICABLE; PROVIDED, HOWEVER, THAT AN INVESTOR MAY ASSIGN ITS RIGHTS AND
DELEGATE ITS DUTIES HEREUNDER IN WHOLE OR IN PART TO AN AFFILIATE OR TO A THIRD
PARTY IN COMPLIANCE WITH RULES AND REGULATIONS OF THE SEC AND APPLICABLE
SECURITIES REGULATORY AUTHORITIES IN THE PROVINCES AND TERRITORIES OF CANADA,
AND THAT SHALL AGREE IN WRITING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS
AGREEMENT AND SUBSCRIPTION AGREEMENT.
THE PROVISIONS OF THIS AGREEMENT SHALL
INURE TO THE BENEFIT OF AND BE BINDING UPON THE RESPECTIVE PERMITTED SUCCESSORS
AND ASSIGNS OF THE PARTIES.
EXCEPT FOR PROVISIONS OF THIS AGREEMENT EXPRESSLY
TO THE CONTRARY, NOTHING IN THIS AGREEMENT, EXPRESS OR IMPLIED,