45(2)3 and 74(2)(2) of the BC Securities Act and that they
shall not resell, transfer or hypothecate the Vendors/Inventor Shares without
the prior registration of the Vendors/Inventor Shares under the 1933 Act and the
BC Securities Act and the prior filing of a prospectus under the BC Securities
Act or an opinion of counsel satisfactory to the Purchaser that such
registration and prospectus are not necessary.
10.
Each of Vendors/Inventors agree that they shall not engage in any hedging
transactions with regard to the Vendors/Inventor Shares unless such hedging
transactions are made in compliance with the 1933 Act.
11.
Each of the Vendors/Inventors acknowledges and agrees that the Purchaser shall
refuse to register any transfer of the Vendors/Inventor Shares which is not made
in accordance with applicable securities legislation.
12.
Each of the Vendors/Inventors acknowledges and agrees that all certificates
representing the Vendors/Inventor Shares shall be endorsed with the following
legends:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 (THE "ACT"), AND HAVE BEEN ISSUED IN RELIANCE UPON AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S
PROMULGATED UNDER THE ACT.
SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR
RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT
TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT.
HEDGING TRANSACTIONS
INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE
ACT".
13.
Each of the Vendors/Inventors hereby represents and warrants to the Purchaser in
connection with the Inventor Shares to be issued to them, as follows:
(a)
The Vendors/Inventor is acquiring the Inventor Shares to be issued to them for
their own account for investment purposes, with no present intention of dividing
any interest in the Vendors/Inventor Shares to be issued to them with others or
of reselling or otherwise disposing of all or any portion of the same;
(b)
The Vendors/Inventor does not intend any sale of the Vendors/Inventor Shares to
be issued to them, either currently or after the passage of a fixed or
determinable period of time or upon the occurrence or non-occurrence of any
predetermined event or circumstance;
5
(c)
The Vendors/Inventor have no present or contemplated agreement, undertaking,
arrangement, obligation, indebtedness or commitment providing for or which is
likely to compel a disposition of the Vendors/Inventor Shares issued to them;
(d)
The Vendors/Inventor are not aware of any circumstances presently in existence
which are likely in the future to prompt a disposition of the Vendors/Inventor
Shares issued to them;
(e)
The Vendors/Inventor Shares were offered to the Vendors/Inventor in direct
communication between the Vendors/Inventor and the Purchaser and not through any
advertisement or directed sales effort of any kind;
(f)
The Vendors/Inventor have the financial means to bear the economic risk of an
investment in the Inventor Shares issued to them;
(g)
The Vendors/Inventor have had full opportunity to review the Purchaser's filings
with the SEC pursuant