THAT THE SUBSCRIBER IS NOT A RESIDENT OF
EITHER THE UNITED STATES OR CANADA AND, AS A CONSEQUENCE:
(I)
IS RESTRICTED FROM USING MOST OF THE CIVIL REMEDIES
AVAILABLE UNDER SECURITIES LEGISLATION,
(II)
MAY NOT RECEIVE INFORMATION THAT WOULD OTHERWISE BE
REQUIRED TO BE PROVIDED UNDER SECURITIES LEGISLATION, AND
(III)
THE COMPANY IS RELIEVED FROM CERTAIN OBLIGATIONS THAT WOULD
OTHERWISE APPLY UNDER SECURITIES LEGISLATION; AND
(S)
THE STATUTORY AND REGULATORY BASIS FOR THE EXEMPTION FROM
U.S. REGISTRATION REQUIREMENTS CLAIMED FOR THE OFFER OF THE NOTE, ALTHOUGH IN
TECHNICAL COMPLIANCE WITH REGULATION S, WOULD NOT BE AVAILABLE IF THE OFFERING
IS PART OF A PLAN OR SCHEME TO EVADE THE REGISTRATION PROVISIONS OF THE 1933 ACT
OR ANY APPLICABLE STATE SECURITIES LAWS; .
6.
REPRESENTATIONS, WARRANTIES AND
COVENANTS OF THE SUBSCRIBER
6.1
THE SUBSCRIBER HEREBY REPRESENTS AND
WARRANTS TO AND COVENANTS WITH THE COMPANY (WHICH REPRESENTATIONS, WARRANTIES
AND COVENANTS SHALL SURVIVE THE CLOSING), AND ACKNOWLEDGES THAT THE COMPANY IS
RELYING THEREON, THAT:
(A)
THE SUBSCRIBER IS NOT A U.S. PERSON AS THAT TERM IS DEFINED
IN REGULATION S;
(B)
THE SUBSCRIBER IS NOT ACQUIRING THE NOTE FOR THE ACCOUNT OR
BENEFIT OF, DIRECTLY OR INDIRECTLY, ANY U.S. PERSON AS THAT TERM IS DEFINED IN
REGULATION S;
(C)
THE SUBSCRIBER IS RESIDENT IN THE JURISDICTION SET OUT UNDER
THE HEADING "NAME AND ADDRESS OF SUBSCRIBER" ON THE SIGNATURE PAGE OF THIS
SUBSCRIPTION AGREEMENT AND THE SALE OF THE SECURITIES TO THE SUBSCRIBER AS
CONTEMPLATED IN THIS SUBSCRIPTION AGREEMENT COMPLIES WITH OR IS EXEMPT FROM THE
APPLICABLE SECURITIES LEGISLATION OF THE JURISDICTION OF RESIDENCE OF THE
SUBSCRIBER;
(D)
THE SUBSCRIBER HAS THE LEGAL CAPACITY AND COMPETENCE TO
ENTER INTO AND EXECUTE THIS SUBSCRIPTION AGREEMENT AND TO TAKE ALL ACTIONS
REQUIRED PURSUANT HERETO AND, IF THE SUBSCRIBER IS A CORPORATION, IT IS DULY
INCORPORATED AND VALIDLY SUBSISTING UNDER THE LAWS OF ITS JURISDICTION OF
INCORPORATION AND ALL NECESSARY APPROVALS BY ITS DIRECTORS, SHAREHOLDERS AND
OTHERS HAVE BEEN OBTAINED TO AUTHORIZE EXECUTION AND PERFORMANCE OF THIS
SUBSCRIPTION AGREEMENT ON BEHALF OF THE SUBSCRIBER;
(E)
IF THE SUBSCRIBER IS A CORPORATION OR OTHER ENTITY, THE
ENTERING INTO OF THIS SUBSCRIPTION AGREEMENT AND THE TRANSACTIONS CONTEMPLATED
HEREBY DO NOT AND WILL NOT RESULT IN THE VIOLATION OF ANY OF THE TERMS AND
PROVISIONS OF ANY LAW APPLICABLE TO, OR THE CONSTATING DOCUMENTS OF, THE
SUBSCRIBER OR OF ANY AGREEMENT, WRITTEN OR ORAL, TO WHICH THE SUBSCRIBER MAY BE
A PARTY OR BY WHICH THE SUBSCRIBER IS OR MAY BE BOUND;
(F)
THE SUBSCRIBER HAS DULY EXECUTED AND DELIVERED THIS
SUBSCRIPTION AGREEMENT AND UPON ACCEPTANCE THEREOF BY THE COMPANY IT WILL
CONSTITUTES A VALID AND BINDING AGREEMENT OF THE SUBSCRIBER ENFORCEABLE AGAINST
THE SUBSCRIBER IN ACCORDANCE WITH ITS TERMS;
(G)
THE SUBSCRIBER IS ACQUIRING THE SECURITIES AS PRINCIPAL FOR
ITS OWN ACCOUNT FOR INVESTMENT PURPOSES ONLY AND NOT FOR THE ACCOUNT OF ANY
OTHER PERSON AND NOT FOR DISTRIBUTION, ASSIGNMENT OR RESALE TO OTHERS, AND NO
OTHER PERSON HAS A DIRECT OR INDIRECT BENEFICIAL INTEREST IN SUCH SECURITIES,