COMPENSATION SHARES FOR
INVESTMENT ONLY AND NOT WITH A VIEW TO DISTRIBUTION AND, IN PARTICULAR, IT HAS
NO INTENTION TO DISTRIBUTE EITHER DIRECTLY OR INDIRECTLY ANY OF THE COMPENSATION
SHARES IN THE UNITED STATES OR TO U.S. PERSONS;
(E)
THE CONTRACTOR IS EXECUTING THIS AGREEMENT AND IS ACQUIRING
THE COMPENSATION SHARES AS PRINCIPAL FOR THE CONTRACTOR'S OWN ACCOUNT, FOR
INVESTMENT PURPOSES ONLY, AND NOT WITH A VIEW TO, OR FOR, DISTRIBUTION OR
FRACTIONALISATION THEREOF, IN WHOLE OR IN PART, AND NO OTHER PERSON HAS A DIRECT
OR INDIRECT BENEFICIAL INTEREST IN SUCH COMPENSATION SHARES;
(F)
THE ENTERING INTO OF THIS AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED HEREBY HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE ACTION
ON THE PART OF THE CONTRACTOR;
(G)
THE ENTERING INTO OF THIS AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED THEREBY WILL NOT RESULT IN THE VIOLATION OF ANY OF THE TERMS AND
PROVISIONS OF ANY LAW APPLICABLE TO THE CONTRACTOR, OR OF ANY AGREEMENT, WRITTEN
OR ORAL, TO WHICH THE CONTRACTOR MAY BE A PARTY OR BY WHICH THE CONTRACTOR IS OR
MAY BE BOUND;
(H)
THE CONTRACTOR HAS DULY EXECUTED AND DELIVERED THIS AGREEMENT
AND IT CONSTITUTES A VALID AND BINDING AGREEMENT OF THE CONTRACTOR ENFORCEABLE
AGAINST THE CONTRACTOR IN ACCORDANCE WITH ITS TERMS;
(I)
THE CONTRACTOR HAS THE REQUISITE KNOWLEDGE AND EXPERIENCE IN
FINANCIAL AND BUSINESS MATTERS AS TO BE CAPABLE OF EVALUATING THE MERITS AND
RISKS OF THE PROSPECTIVE INVESTMENT IN THE COMPENSATION SHARES AND THE COMPANY;
(J)
THE CONTRACTOR IS NOT AN UNDERWRITER OF, OR DEALER IN, THE
COMMON SHARES OF THE COMPANY, NOR IS THE CONTRACTOR PARTICIPATING, PURSUANT TO A
CONTRACTUAL AGREEMENT OR OTHERWISE, IN THE DISTRIBUTION OF THE COMPENSATION
SHARES;
(K)
THE CONTRACTOR IS NOT AWARE OF ANY ADVERTISEMENT OF PERTAINING
TO THE COMPANY OR ANY OF THE COMPENSATION SHARES; AND
(L)
NO PERSON HAS MADE TO THE CONTRACTOR ANY WRITTEN OR ORAL
REPRESENTATIONS:
(I)
THAT ANY PERSON WILL RESELL OR REPURCHASE ANY OF THE
COMPENSATION SHARES;
(II)
THAT ANY PERSON WILL REFUND THE PURCHASE PRICE OF ANY OF THE
COMPENSATION SHARES;
(III)
AS TO THE FUTURE PRICE OR VALUE OF ANY OF THE COMPENSATION
SHARES; OR
(IV)
THAT ANY OF THE COMPENSATION SHARES WILL BE LISTED AND POSTED
FOR TRADING ON ANY STOCK EXCHANGE OR AUTOMATED DEALER QUOTATION SYSTEM OR THAT
APPLICATION HAS BEEN MADE TO LIST AND POST ANY OF THE COMPENSATION SHARES OF THE
COMPANY ON ANY STOCK EXCHANGE OR AUTOMATED DEALER QUOTATION SYSTEM, EXCEPT THAT
CURRENTLY
9
CERTAIN MARKET MAKERS MAKE MARKET IN THE COMMON SHARES OF THE COMPANY ON THE OTC
BULLETIN BOARD.
7.4
LEGENDING OF COMPENSATION SHARES.
THE
CONTRACTOR HEREBY ACKNOWLEDGES THAT UPON THE ISSUANCE THEREOF, AND UNTIL SUCH
TIME AS THE
SAME IS NO LONGER REQUIRED UNDER THE APPLICABLE SECURITIES LAWS AND
REGULATIONS, THE CERTIFICATES REPRESENTING ANY OF THE COMPENSATION SHARES WILL
BEAR A LEGEND IN SUBSTANTIALLY THE FOLLOWING FORM:
NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933
ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED,