CERTAIN PROTECTIONS, RIGHTS AND REMEDIES
PROVIDED BY THE APPLICABLE SECURITIES LEGISLATION OF BRITISH COLUMBIA INCLUDING
STATUTORY RIGHTS OF RESCISSION OR DAMAGES, WILL NOT BE AVAILABLE TO THE
SUBSCRIBER;
(O)
THE STATUTORY AND REGULATORY BASIS FOR THE EXEMPTION CLAIMED
FOR THE OFFER AND SALE OF THE SECURITIES, 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;
(P)
NEITHER THE SEC NOR ANY OTHER SECURITIES COMMISSION OR
SIMILAR REGULATORY AUTHORITY HAS REVIEWED OR PASSED ON THE MERITS OF ANY OF THE
SECURITIES AND NO DOCUMENTS IN CONNECTION WITH THE SALE OF THE SECURITIES
HEREUNDER HAVE BEEN REVIEWED BY THE SEC OR ANY STATE SECURITIES ADMINISTRATORS;
- 5 -
(Q)
THERE IS NO GOVERNMENT OR OTHER INSURANCE COVERING ANY OF
THE SECURITIES; AND
(R)
THIS AGREEMENT IS NOT ENFORCEABLE BY THE SUBSCRIBER UNLESS
IT HAS BEEN ACCEPTED BY THE COMPANY.
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) THAT:
(A)
THE SUBSCRIBER IS NOT A U.S. PERSON AND THE SUBSCRIBER IS
NOT ACQUIRING THE SECURITIES FOR THE ACCOUNT OR BENEFIT OF, DIRECTLY OR
INDIRECTLY, ANY U.S. PERSON;
(B)
THE SUBSCRIBER IS RESIDENT IN THE JURISDICTION SET OUT UNDER
THE HEADING "NAME AND ADDRESS OF SUBSCRIBER" ON THE SIGNATURE PAGE OF THIS
AGREEMENT;
(C)
IT HAS THE LEGAL CAPACITY AND COMPETENCE TO ENTER INTO AND
EXECUTE THIS AGREEMENT AND TO TAKE ALL ACTIONS REQUIRED PURSUANT HERETO AND, IF
THE SUBSCRIBER IS A CORPORATE ENTITY, IT IS DULY INCORPORATED AND VALIDLY
SUBSISTING UNDER THE LAWS OF ITS JURISDICTION OF INCORPORATION AND ALL NECESSARY
APPROVALS HAVE BEEN OBTAINED TO AUTHORIZE EXECUTION AND PERFORMANCE OF THIS
AGREEMENT ON BEHALF OF THE SUBSCRIBER;
(D)
THE ENTERING INTO OF THIS AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED HEREBY DO NOT RESULT IN THE VIOLATION OF ANY OF THE TERMS AND
PROVISIONS OF ANY LAW APPLICABLE TO, OR, IF THE SUBSCRIBER IS A CORPORATE
ENTITY, 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;
(E)
THE SUBSCRIBER HAS DULY EXECUTED AND DELIVERED THIS
AGREEMENT AND IT CONSTITUTES A VALID AND BINDING AGREEMENT OF THE SUBSCRIBER
ENFORCEABLE AGAINST THE SUBSCRIBER;
(F)
THE SUBSCRIBER HAS RECEIVED AND CAREFULLY READ THIS
AGREEMENT;
(G)
THE SUBSCRIBER IS ACQUIRING THE SECURITIES AS PRINCIPAL FOR
INVESTMENT ONLY AND NOT WITH A VIEW TO RESALE OR DISTRIBUTION;
(H)
THE SUBSCRIBER IS AWARE THAT AN INVESTMENT IN THE COMPANY IS
SPECULATIVE AND INVOLVES CERTAIN RISKS, INCLUDING THE POSSIBLE LOSS OF THE
ENTIRE INVESTMENT;
(I)
THE SUBSCRIBER HAS MADE AN INDEPENDENT EXAMINATION AND
INVESTIGATION OF AN INVESTMENT IN THE SECURITIES AND THE COMPANY AND HAS
DEPENDED ON THE ADVICE OF ITS LEGAL AND FINANCIAL ADVISORS;
(J)
THE SUBSCRIBER (I) HAS ADEQUATE NET WORTH AND MEANS