CONNECTION WITH THIS SUBSCRIPTION FOR THE UNITS, THE SUBSCRIBER COVENANTS TO
INDEMNIFY AND HOLD HARMLESS THE COMPANY AND THE FINDER WITH RESPECT THERETO AND
WITH RESPECT TO ALL COSTS REASONABLY INCURRED IN THE DEFENCE THEREOF.
(K)
THE SUBSCRIBER IS NOT, WITH RESPECT TO THE
COMPANY OR ANY OF ITS AFFILIATES, A "CONTROL PERSON" AS DEFINED UNDER THE
SECURITIES LAWS AND THE PURCHASE OF THE UNITS HEREUNDER AND THE EXERCISE OR
DEEMED EXERCISE OF THE UNITS WILL NOT RESULT IN THE SUBSCRIBER BECOMING A
CONTROL PERSON.
(L)
IF REQUIRED BY APPLICABLE SECURITIES
LAWS OR THE COMPANY, THE SUBSCRIBER WILL EXECUTE, DELIVER AND FILE, OR ASSIST
THE COMPANY IN FILING, SUCH REPORTS, UNDERTAKINGS AND OTHER DOCUMENTS WITH
RESPECT TO THE ISSUE AND/OR SALE OF THE UNITS AS MAY BE REQUIRED BY ANY
SECURITIES COMMISSION, STOCK EXCHANGE OR OTHER REGULATORY AUTHORITY.
(M)
THE SUBSCRIBER HAS BEEN ADVISED TO CONSULT ITS
OWN LEGAL ADVISORS WITH RESPECT TO TRADING IN THE COMMON SHARES AND WARRANTS
COMPRISING THE UNITS AND THE WARRANT SHARES AND WITH RESPECT TO THE RESALE
RESTRICTIONS IMPOSED BY THE SECURITIES LAWS OF THE JURISDICTION IN WHICH THE
SUBSCRIBER RESIDES AND OTHER APPLICABLE SECURITIES LAWS, AND ACKNOWLEDGES THAT
NO REPRESENTATION HAS BEEN MADE RESPECTING THE APPLICABLE HOLD PERIODS IMPOSED
BY THE SECURITIES LAWS OR OTHER RESALE RESTRICTIONS APPLICABLE TO SUCH
SECURITIES THAT RESTRICT THE ABILITY OF THE SUBSCRIBER (OR OTHERS FOR WHOM IT IS
CONTRACTING HEREUNDER) TO RESELL SUCH SECURITIES, THAT THE SUBSCRIBER (OR OTHERS
FOR WHOM IT IS CONTRACTING HEREUNDER) IS SOLELY RESPONSIBLE TO FIND OUT WHAT
THESE RESTRICTIONS ARE AND THE SUBSCRIBER IS SOLELY RESPONSIBLE (AND NEITHER THE
COMPANY NOR THE FINDER ARE IN ANY WAY RESPONSIBLE) FOR COMPLIANCE WITH
APPLICABLE RESALE RESTRICTIONS AND THE SUBSCRIBER IS AWARE THAT IT (OR
BENEFICIAL PERSONS FOR WHOM IT IS CONTRACTING HEREUNDER) MAY NOT BE
12
ABLE TO RESELL SUCH SECURITIES
EXCEPT IN ACCORDANCE WITH LIMITED EXEMPTIONS UNDER THE SECURITIES LAWS AND OTHER
APPLICABLE SECURITIES LAWS.
(N)
THE SUBSCRIBER HAS NOT RECEIVED OR BEEN
PROVIDED WITH A PROSPECTUS, REGISTRATION STATEMENT OR OFFERING MEMORANDUM,
WITHIN THE MEANING OF THE SECURITIES LAWS, AND THE SUBSCRIBER'S DECISION TO
SUBSCRIBE FOR THE UNITS WAS NOT BASED UPON, AND THE SUBSCRIBER HAS NOT RELIED
UPON, ANY VERBAL OR WRITTEN REPRESENTATIONS AS TO FACTS MADE BY OR ON BEHALF OF
THE COMPANY.
THE SUBSCRIBER HAS HAD ACCESS TO AND HAS REVIEWED, TO THE EXTENT
IT DEEMS NECESSARY, THE PUBLIC RECORD AND THE SUBSCRIBER'S DECISION TO SUBSCRIBE
FOR THE UNITS WAS BASED SOLELY UPON THIS SUBSCRIPTION AGREEMENT, THE TERM SHEET
ATTACHED HERETO AS SCHEDULE "A" AND THE PUBLIC RECORD.
(O)
THE SUBSCRIBER IS NOT PURCHASING UNITS WITH
KNOWLEDGE OF MATERIAL INFORMATION CONCERNING THE COMPANY THAT HAS NOT BEEN
GENERALLY DISCLOSED.
(P)
NO PERSON HAS MADE ANY WRITTEN OR ORAL
REPRESENTATIONS:
(I)
THAT ANY PERSON WILL RESELL OR
REPURCHASE THE COMMON SHARES, WARRANTS COMPRISING THE UNITS OR THE WARRANT
SHARES;
(II)
THAT ANY PERSON WILL REFUND THE
SUBSCRIPTION AMOUNT; OR
(III)
AS TO THE FUTURE PRICE OR VALUE OF THE UNITS