Common use of Acknowledgements of Subscriber Clause in Contracts

Acknowledgements of Subscriber. 5.1 The Subscriber acknowledges and agrees that: (a) none of the Shares have been registered under the 1933 Act, or under any state securities or “blue sky” laws of any state of the United States, and, unless so registered, they may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S under the 1933 Act (“Regulation S”), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case in accordance with applicable state and provincial securities laws; (b) the Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act, except in accordance with Section 5 of this Subscription Agreement; (c) no prospectus or offering memorandum within the meaning of the securities laws has been delivered to or summarized for or seen by the Subscriber (and, if applicable, others for whom it is contracting hereunder) in connection with the Offering and the Subscriber (and, if applicable, others for whom it is contracting hereunder) is not aware of any prospectus or offering memorandum having been prepared by the Company; (d) the decision to execute this Subscription Agreement and acquire the Shares hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company, and such decision is based entirely upon a review of information (the adequacy of which is hereby acknowledged) about the Company that is available to any member of the public on the XXXXX database maintained by the U.S. Securities and Exchange Commission (the “SEC”) at xxx.xxx.xxx; (e) it has not received, nor has it requested, nor does it have any need to receive, any offering memorandum (as defined by or contemplated in applicable securities legislation) or any other document (other than financial statements or any other continuous disclosure documents, the contents of which are prescribed by statute or regulation) describing the business and affairs of the Company which has been prepared for delivery to, and review by, prospective subscribers in order to assist them in making an investment decision in respect of the Shares, and it has not become aware of any advertisement including without limitation in printed media of general and regular paid circulation or on radio or television with respect to the distribution of the Shares; (f) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares; (g) there is no government or other insurance covering any of the Shares; (h) there are risks associated with an investment in the Shares including, by way of example and not in limitation, the specific risks identified in the Company’s most recent periodic reports filed with the SEC and available for viewing at the SEC’s website at xxx.XXX.xxx; (i) the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any “directed selling efforts” (as that term is defined in Regulation S under the 0000 Xxx) in the United States in respect of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Shares; provided, however, that, following the period of restriction from sale or transfer of the Shares described in subsection 1.4 of this Subscription, the Subscriber may sell or otherwise dispose of the Shares pursuant to registration thereof under the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements; (j) the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the distribution of the Shares hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company; (k) the Subscriber will indemnify the Company and its directors, officers, employees, agents, advisors and shareholders against, and will hold them harmless from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith; (l) the Shares are not listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system except that currently the Company’s common shares are quoted on the over-the-counter market operated by the OTC Bulletin Board; (m) in addition to resale restrictions imposed under U.S. securities laws, there are additional restrictions on the Subscriber’s ability to resell the Shares under Canadian provincial securities laws and Canadian National Instrument 45-102; (n) the Company will refuse to register any transfer of the Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in accordance with applicable state and provincial securities laws; (o) the statutory and regulatory basis for the exemption from U.S registration requirements claimed for the offer of the Shares, 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 or provincial securities laws; (p) the Subscriber has been advised to consult the Subscriber’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with: (i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Shares hereunder, and, (ii) applicable resale restrictions; and, (q) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.

Acknowledgements of Subscriber. 5.1 The Subscriber acknowledges and agrees that: (a) none Neither the Note nor the shares of common stock (“Shares”) that may be issued upon a conversion of the Note (the Note and the Shares may be hereinafter referred to collectively as the “Securities”) have been or will be registered under the 1933 Act, or under any state securities or “blue sky” laws of any state of the United States, and, unless so registered, they none of them may not be offered or sold in the United States or, directly or indirectly, to a U.S. PersonsPerson, as that term is defined in Regulation S under the 1933 Act (“Regulation S”), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case in accordance with applicable state and provincial securities laws; (b) the Subscriber acknowledges that the Company has not undertakenundertaken to, and will have no obligationobligation to, to register the Securities, or any of the Shares them, under the 1933 Act, except in accordance with Section 5 of this Subscription Agreement; (c) no prospectus or offering memorandum within the meaning of the securities laws it has been delivered to or summarized for or seen by the Subscriber (and, if applicable, others for whom it is contracting hereunder) in connection with the Offering received and the Subscriber (and, if applicable, others for whom it is contracting hereunder) is not aware of any prospectus or offering memorandum having been prepared by the Companycarefully read this Subscription Agreement; (d) the decision to execute this Subscription Agreement and acquire the Shares Note hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company, and such decision is based entirely upon a review of information (the adequacy of which is hereby acknowledged) about the Company that is available to any member of the public Subscriber on the XXXXX database maintained by the U.S. Securities and Exchange Commission (the “SEC”) at xxx.xxx.xxxrequest; (e) it has not received, nor has it requested, nor does it have any need to receive, any offering memorandum (as defined by or contemplated in applicable securities legislation) or any other document (other than financial statements or any other continuous disclosure documents, the contents of which are prescribed by statute or regulation) describing the business and affairs of the Company which has been prepared for delivery to, and review by, prospective subscribers in order to assist them in making an investment decision in respect of the Shares, and it has not become aware of any advertisement including without limitation in printed media of general and regular paid circulation or on radio or television with respect to the distribution of the Shares; (f) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares; (g) there is no government or other insurance covering any of the Shares; (h) there are risks associated with an investment in the Shares Company including, by way of example and not in limitation, the specific risks identified in the Company’s most recent periodic reports filed communications with the SEC and available for viewing at the SEC’s website at xxx.XXX.xxx;Subscriber. (if) the Subscriber has not acquired the Shares as a result of, it and will not itself engage in, any “directed selling efforts” (as that term is defined in Regulation S under the 0000 Xxx) in the United States in respect of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Shares; provided, however, that, following the period of restriction from sale or transfer of the Shares described in subsection 1.4 of this Subscription, the Subscriber may sell or otherwise dispose of the Shares pursuant to registration thereof under the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements; (j) the Subscriber and the Subscriber’s its advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the distribution sale of the Shares Note hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company; (kg) all information which the Subscriber has provided to the Company is correct and complete as of the date the Subscription Agreement is signed, and if there should be any change in such information prior to this Subscription Agreement being executed by the Company, the Subscriber will indemnify immediately provide the Company with such information; (h) the Company is entitled to rely on the representations and its directors, officers, employees, agents, advisors and shareholders against, and will hold them harmless from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty warranties of the Subscriber contained herein or in any document furnished by this Subscription Agreement and the Subscriber to will hold the Company in connection herewith being untrue in harmless from any material respect loss or any breach or damage it may suffer as a result of the Subscriber’s failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewithcorrectly complete this Subscription Agreement; (l) the Shares are not listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system except that currently the Company’s common shares are quoted on the over-the-counter market operated by the OTC Bulletin Board; (m) in addition to resale restrictions imposed under U.S. securities laws, there are additional restrictions on the Subscriber’s ability to resell the Shares under Canadian provincial securities laws and Canadian National Instrument 45-102; (n) the Company will refuse to register any transfer of the Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in accordance with applicable state and provincial securities laws; (o) the statutory and regulatory basis for the exemption from U.S registration requirements claimed for the offer of the Shares, 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 or provincial securities laws; (pi) the Subscriber has been advised to consult the Subscriber’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares Securities and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with: (i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Shares Securities hereunder, and, (ii) applicable resale restrictions; (j) none of the Securities are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Securities will become listed on any stock exchange or automated dealer quotation system until the Company has successfully obtained the approval of Securities and Exchange Commission (“SEC”). (k) none of the Securities may be offered or sold by the Subscriber to a U.S. Person (as defined in Section 6.2, below, or for the account or benefit of a U.S. Person (other than a distributor) prior to the end of the Distribution Compliance Period (as defined herein); (l) the Subscriber is not acquiring the Note as a result of, and will not itself engage in, any “directed selling efforts” (as that term is defined in Regulation S under the 1000 Xxx) in the United States in respect of the Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Securities; and,provided, however, that the Subscriber may sell or otherwise dispose of the Securities pursuant to registration thereof under the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements; (m) the Company will refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in each case in accordance with applicable state securities laws; (n) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities; (o) no documents in connection with the sale of the Note hereunder have been reviewed by the SEC or any state securities administrators; (p) there is no government or other insurance covering any of the Securities; (q) this Subscription Agreement the issuance and sale of the Securities to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not enforceable by in the best interests of the Company; (r) the Subscriber unless it has been accepted by is purchasing the CompanySecurities pursuant to an exemption from the registration and the prospectus requirements of applicable securities legislation on the basis 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.

Acknowledgements of Subscriber. 5.1 The Subscriber acknowledges and agrees that: (a) none of the Shares have been or will be registered under the 1933 Act, Act or under any state securities or “blue sky” laws of any state of the United States, States and, unless so registered, they may not be offered or sold in the United States or, directly or indirectly, to “U.S. Persons, ” as that term is defined in Regulation S under the 1933 Act (“Regulation S”), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case only in accordance with applicable state and provincial securities laws; (b) the Subscriber acknowledges that the Company has not undertakenundertaken to, and will have no obligationobligation to, to register any of the Shares under the 1933 Act, except in accordance with Section 5 of Act or any other securities legislation; (c) it has received and carefully read this Subscription Agreement; (cd) by completing the Questionnaire, the Subscriber is representing and warranting that the Subscriber is not a resident of the United States and that the subscriber is an “Accredited Investor”, as that term is defined in National Instrument 45-106, as adopted by the British Columbia Securities Commission; (e) no prospectus or offering memorandum within the meaning of the securities laws has been delivered to or to, summarized for or seen by the Subscriber (and, if applicable, others for whom it is contracting hereunder) in connection with the Offering offering of the Shares made hereby and the Subscriber (and, if applicable, others for whom it is contracting hereunder) is not aware of any prospectus or offering memorandum having been prepared by the Company; (df) the decision to execute this Subscription Agreement and acquire the Shares Securities hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company, and such decision is based entirely upon a review of information (the adequacy of which is hereby acknowledged) about the Company that is available to any member of the public on the XXXXX database maintained by the U.S. Securities and Exchange Commission (the “SEC”) at xxx.xxx.xxx; (eg) it has not received, nor has it requested, nor does it have any need to receive, any offering memorandum (as defined by in or contemplated in by applicable securities legislation) or any other document (other than financial statements or any other continuous disclosure documents, the contents of which are prescribed by statute or regulation) describing the business and affairs of the Company which has been prepared for delivery to, and review by, prospective subscribers in order to assist them in making an investment decision in respect of the SharesSecurities, and it has not become aware of any advertisement including without limitation including, by way of example and not in limitation, advertisement in any printed media of general and regular paid circulation or on radio or television with respect to the distribution of the Shares; (f) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares; (g) there is no government or other insurance covering any of the SharesSecurities; (h) there are risks associated with an investment it and its advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in the Shares including, by way of example and not in limitation, the specific risks identified in the Company’s most recent periodic reports filed connection with the SEC sale of the Securities hereunder, and available for viewing at to obtain additional information, to the SEC’s website at xxx.XXX.xxxextent possessed or obtainable by the Company without unreasonable effort or expense; (i) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber during reasonable business hours at its principal place of business and that all documents, records and books in connection with the sale of the Securities hereunder have been made available for inspection by him and his attorney and/or advisor(s); (j) all information which the Subscriber has provided to the Company is correct and complete as of the date the Subscription Agreement is signed, and if there should be any change in such information prior to this Subscription Agreement being executed by the Company, the Subscriber will immediately provide the Company with such information; (k) the Company is entitled to rely on the representations and warranties of the Subscriber contained in this Subscription Agreement and the Subscriber will hold harmless the Company from any loss or damage it or they may suffer as a result of the Subscriber’s failure to correctly complete this Subscription Agreement; (l) the Company has advised the Subscriber that the Company is relying on an exemption from the requirements of the regulatory authorities in Canada requiring that the Company provide the Subscriber with a prospectus and sell the Securities to the Subscriber through a person registered to sell securities under the securities laws of the Canadian Province where the Subscriber resides and, as a consequence of acquiring the Securities pursuant to this exemption, certain protections, rights and remedies provided by the securities laws of that Canadian Province, including statutory rights of rescission or damages, will not be available to the Subscriber; (m) the Subscriber is purchasing the Securities pursuant to an exemption from the registration and the prospectus requirements of applicable securities legislation on the basis that the Subscriber is an accredited investor of the Company 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; (n) the Subscriber has not acquired the Shares Securities as a result of, and will not itself engage in, any “directed selling efforts” (as that term is defined in Regulation S under the 0000 XxxS) in the United States in respect of the Shares Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the SharesSecurities; provided, however, that, following the period of restriction from sale or transfer of the Shares described in subsection 1.4 of this Subscription, that the Subscriber may sell or otherwise dispose of the Shares Securities pursuant to registration thereof under the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements; (j) the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the distribution of the Shares hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company; (ko) the Subscriber will indemnify and hold harmless the Company and and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders against, and will hold them harmless from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith; (l) the Shares are not listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system except that currently the Company’s common shares are quoted on the over-the-counter market operated by the OTC Bulletin Board; (m) in addition to resale restrictions imposed under U.S. securities laws, there are additional restrictions on the Subscriber’s ability to resell the Shares under Canadian provincial securities laws and Canadian National Instrument 45-102; (n) the Company will refuse to register any transfer of the Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in accordance with applicable state and provincial securities laws; (op) the statutory and regulatory basis for the exemption from U.S U.S. registration requirements claimed for the offer of the SharesSecurities, 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 or provincial securities laws; (pq) the Subscriber has been advised to consult the Subscriber’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares Securities and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with: (i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Shares Securities hereunder, and, (ii) applicable resale restrictions; (r) none of the Securities are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Securities will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the common shares of the Company on the OTC Bulletin Board operated by the Financial Industry Regulatory Authority (known as FINRA); (s) in addition to resale restrictions imposed under U.S. securities laws, there are additional restrictions on the Subscriber’s ability to resell the Securities under Canadian provincial securities laws and Canadian National Instrument 45-102; (t) the Company will refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in each case in accordance with applicable state securities laws; (u) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities; (v) no documents in connection with the sale of the Securities hereunder have been reviewed by the SEC or any state securities administrators; (w) there is no government or other insurance covering any of the Securities; (x) the issuance and sale of the Securities to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company; and, (qy) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.

Acknowledgements of Subscriber. 5.1 4.1 The Subscriber acknowledges and agrees that: (a) none of the Shares Securities have been or will be registered under the 1933 Act, or under any state securities or “"blue sky” " laws of any state of the United States, and, unless so registered, they may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S under the 1933 Act (“"Regulation S”"), except in accordance with the provisions of or Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, to the registration requirements of the 1933 Act and in each case ease only in accordance with applicable state and provincial securities laws; (b) the Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act, except in accordance with Section 5 of this Subscription Agreement; (c) no prospectus or offering memorandum within the meaning of the securities laws has been delivered to or summarized for or seen by the Subscriber (and, if applicable, others for whom it is contracting hereunder) in connection with the Offering and the Subscriber (and, if applicable, others for whom it is contracting hereunder) is not aware of any prospectus or offering memorandum having been prepared by the Company; (d) the decision to execute this Subscription Agreement and acquire the Shares hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company, and such decision is based entirely upon a review of information (the adequacy of which is hereby acknowledged) about the Company that is available to any member of the public on the XXXXX database maintained by the U.S. Securities and Exchange Commission (the “SEC”) at xxx.xxx.xxx; (e) it has not received, nor has it requested, nor does it have any need to receive, any offering memorandum (as defined by or contemplated in applicable securities legislation) or any other document (other than financial statements or any other continuous disclosure documents, the contents of which are prescribed by statute or regulation) describing the business and affairs of the Company which has been prepared for delivery to, and review by, prospective subscribers in order to assist them in making an investment decision in respect of the Shares, and it has not become aware of any advertisement including without limitation in printed media of general and regular paid circulation or on radio or television with respect to the distribution of the Shares; (f) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares; (g) there is no government or other insurance covering any of the Shares; (h) there are risks associated with an investment in the Shares including, by way of example and not in limitation, the specific risks identified in the Company’s most recent periodic reports filed with the SEC and available for viewing at the SEC’s website at xxx.XXX.xxx; (i) the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any “directed selling efforts” (as that term is defined in Regulation S under the 0000 Xxx) in the United States in respect of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Shares; provided, however, that, following the period of restriction from sale or transfer of the Shares described in subsection 1.4 of this Subscription, the Subscriber may sell or otherwise dispose of the Shares pursuant to registration thereof under the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements; (j) the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the distribution of the Shares hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company; (k) the Subscriber will indemnify the Company and its directors, officers, employees, agents, advisors and shareholders against, and will hold them harmless from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith; (l) the Shares are not listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system except that currently the Company’s common shares are quoted on the over-the-counter market operated by the OTC Bulletin Board; (m) in addition to resale restrictions imposed under U.S. securities laws, there are additional restrictions on the Subscriber’s ability to resell the Shares under Canadian provincial securities laws and Canadian National Instrument 45-102; (n) the Company will refuse to register any transfer of the Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in accordance with applicable state and provincial any other securities lawslegislation; (o) the statutory and regulatory basis for the exemption from U.S registration requirements claimed for the offer of the Shares, 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 or provincial securities laws; (pc) the Subscriber has been advised to consult the Subscriber’s Subscribers own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares Securities and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with:; (i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Shares Securities hereunder, and, (ii) applicable resale restrictions; ; (d) none of the Series A Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Series A Shares will become listed on any stock exchange or automated dealer quotation system: (e) none of the Securities may be offered or sold by the Subscriber to a U.S. Person (as defined in Section 5.2, below, or for the account or benefit of a U.S. Person (other than a distributor) prior to the end of the Distribution Compliance Period (as defined herein); (f) neither the US Securities and Exchange Commission (“SEC”) nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities: (g) no documents in connection with the sale of the Securities hereunder have been reviewed by the SEC or any state securities administrators; (h) the Subscriber is purchasing the Securities pursuant to an exemption from the registration and the prospectus requirements of applicable securities legislation on the basis that the Subscriber is not a resident of United States and, as a consequence: (i) is restricted from using most of the civil remedies available under U.S. and Canadian securities legislation, (qii) may not receive information that would otherwise be required to be provided under U.S. or Canadian securities legislation, and (iii) the Company is relieved from certain obligations that would otherwise apply under U.S. and Canadian securities legislation: (i) 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 1933 Act; and (j) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.

Acknowledgements of Subscriber. 5.1 The Subscriber acknowledges and agrees that: (a) none of the Shares, the Warrants or the shares of common stock (“Warrant Shares”) that may be issued upon the exercise of any of the Warrants (the Shares, the Warrants and the Warrant Shares may be hereinafter referred to collectively as the “Securities”) have been registered under the 1933 Act, or under any state securities or “blue sky” laws of any state of the United States, States and, unless so registered, they none of them may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S under the 1933 Act (“Regulation S”), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case in accordance with applicable state and provincial securities laws; (b) the Subscriber acknowledges that the Company has not undertakenundertaken to, and will have no obligationobligation to, to register the Securities, or any of the Shares them, under the 1933 Act, except in accordance with Section 5 of this Subscription AgreementAct or the applicable Canadian securities laws; (c) no prospectus or offering memorandum within the meaning of the securities laws applicable in both the United States and Canada (collectively, the “Applicable Securities Laws”) has been delivered to or to, summarized for or seen by the Subscriber (and, if applicable, others for whom it is contracting hereunder) in connection with the Offering sale of the Units and the Subscriber (and, if applicable, others for whom it is contracting hereunder) is not aware of any prospectus or offering memorandum having been prepared by the Company; (d) the decision to execute this Subscription Agreement and acquire the Shares Units hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company, and such decision is based entirely upon a review of information (the adequacy of which is hereby acknowledged) about the Company that is available to any member of the public on the XXXXX database maintained by the U.S. Securities and Exchange Commission (the “SEC”) at xxx.xxx.xxxxxx.xxx.xxx and the SEDAR database maintained by the Canadian Securities Administrators at xxx.xxxxx.xxx; (e) there is no government or other insurance covering any of the Securities; (f) it has not received, nor has it requested, nor does it have any need to receive, any offering memorandum (as defined by in or contemplated in applicable securities legislationby Applicable Securities Laws) or any other document (other than financial statements or any other continuous disclosure documents, the contents of which are prescribed by statute or regulation) describing the business and affairs of the Company which has been prepared for delivery to, and review by, prospective subscribers in order to assist them in making an investment decision in respect of the SharesSecurities (or any of them), and it has not become aware of any advertisement including without limitation including, by way of example and not in limitation, advertisement in any printed media of general and regular paid circulation or on radio or television with respect to the distribution of the SharesUnits; (fg) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares; (g) there is no government Securities or other insurance covering any of the Sharesthem; (h) there are risks associated with an investment in the Shares Company including, by way of example and not in limitation, the specific risks identified in the Company’s most recent periodic reports filed with the SEC and available for viewing at the SEC’s website at xxx.XXX.xxxxxx.XXX.xxx and the SEDAR database maintained by the Canadian Securities Administrators at xxx.xxxxx.xxx; (i) the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the distribution of the Units hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company; (j) if the Subscriber is a Canadian resident, the Company has advised the Subscriber that the Company is relying on an exemption from the requirements of the regulatory authorities in Canada requiring that the Company provide the Subscriber with a prospectus and sell the Securities to the Subscriber through a person registered to sell securities under the securities laws of the Canadian Province where the Subscriber resides and, as a consequence of acquiring the Units pursuant to this exemption, certain protections, rights and remedies provided by the securities laws of that Canadian Province, including statutory rights of rescission or damages, will not acquired be available to the Shares Subscriber; (k) the Subscriber is not acquiring the Units as a result of, and will not itself engage in, any “directed selling efforts” (as that term is defined in Regulation S under the 0000 Xxx) in the United States in respect of the Shares Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the SharesSecurities; provided, however, that, following the period of restriction from sale or transfer of the Shares described in subsection 1.4 of this Subscription, that the Subscriber may sell or otherwise dispose of the Shares Securities pursuant to registration thereof under the 1933 Act and any applicable state and provincial securities laws Applicable Securities Laws or under an exemption from such registration requirements; (j) the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the distribution of the Shares hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company; (kl) the Subscriber will indemnify the Company and its directors, officers, employees, agents, advisors and shareholders against, and will hold them harmless from and against from, any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith; (lm) the Shares Subscriber is aware that the Securities are not listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares Securities will become listed on any stock exchange or automated dealer quotation system except that currently the Company’s common shares are (i) quoted on the over-the-counter market operated by the OTC Bulletin BoardNASD’s OTC-BB in the United States and (ii) listed on the TSX Venture Exchange in the provinces of British Columbia and Alberta, Canada; (mn) in addition to resale restrictions imposed under U.S. securities laws, there are additional restrictions on the Subscriber’s ability to resell the Shares Securities under Canadian provincial securities laws and Canadian National Instrument 45-102; (no) the Company will refuse to register any transfer of the Shares Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in accordance with applicable state and provincial securities lawsApplicable Securities Laws; (op) the statutory and regulatory basis for the exemption from U.S U.S. registration requirements claimed for the offer of the SharesUnits, 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 or provincial securities laws; (pq) the Subscriber has been advised to consult the Subscriber’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares Company and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with: (i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Shares Securities hereunder, and, (ii) applicable resale restrictions; and, (q) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.

Acknowledgements of Subscriber. 5.1 The Subscriber acknowledges and agrees that: (a) none Neither the Note nor the shares of common stock (“Shares”) that may be issued upon a conversion of the Note (the Note and the Shares may be hereinafter referred to collectively as the “Securities”) have been or will be registered under the 1933 Act, or under any state securities or “blue sky” laws of any state of the United States, and, unless so registered, they none of them may not be offered or sold in the United States or, directly or indirectly, to a U.S. PersonsPerson, as that term is defined in Regulation S under the 1933 Act (“Regulation S”), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case in accordance with applicable state and provincial securities laws; (b) the Subscriber acknowledges that the Company has not undertakenundertaken to, and will have no obligationobligation to, to register the Securities, or any of the Shares them, under the 1933 Act, except in accordance with Section 5 of this Subscription Agreement; (c) no prospectus or offering memorandum within the meaning of the securities laws it has been delivered to or summarized for or seen by the Subscriber (and, if applicable, others for whom it is contracting hereunder) in connection with the Offering received and the Subscriber (and, if applicable, others for whom it is contracting hereunder) is not aware of any prospectus or offering memorandum having been prepared by the Companycarefully read this Subscription Agreement; (d) the decision to execute this Subscription Agreement and acquire the Shares Note hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company, and such decision is based entirely upon a review of information (the adequacy of which is hereby acknowledged) about the Company that is available to any member of the public on the XXXXX database maintained by the U.S. Securities and Exchange Commission (the “SEC”) at xxx.xxx.xxx; (e) it has not received, nor has it requested, nor does it have any need to receive, any offering memorandum (as defined by or contemplated in applicable securities legislation) or any other document (other than financial statements or any other continuous disclosure documents, the contents of which are prescribed by statute or regulation) describing the business and affairs of the Company which has been prepared for delivery to, and review by, prospective subscribers in order to assist them in making an investment decision in respect of the Shares, and it has not become aware of any advertisement including without limitation in printed media of general and regular paid circulation or on radio or television with respect to the distribution of the Shares; (f) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares; (g) there is no government or other insurance covering any of the Shares; (h) there are risks associated with an investment in the Shares Company including, by way of example and not in limitation, the specific risks identified in the Company’s most recent periodic reports filed with the SEC and available for viewing at the SEC’s website at xxx.XXX.xxx; (if) the Subscriber has not acquired the Shares as a result of, it and will not itself engage in, any “directed selling efforts” (as that term is defined in Regulation S under the 0000 Xxx) in the United States in respect of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Shares; provided, however, that, following the period of restriction from sale or transfer of the Shares described in subsection 1.4 of this Subscription, the Subscriber may sell or otherwise dispose of the Shares pursuant to registration thereof under the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements; (j) the Subscriber and the Subscriber’s its advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the distribution sale of the Shares Note hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company; (kg) all information which the Subscriber has provided to the Company is correct and complete as of the date the Subscription Agreement is signed, and if there should be any change in such information prior to this Subscription Agreement being executed by the Company, the Subscriber will indemnify immediately provide the Company with such information; (h) the Company is entitled to rely on the representations and its directors, officers, employees, agents, advisors and shareholders against, and will hold them harmless from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty warranties of the Subscriber contained herein or in any document furnished by this Subscription Agreement and the Subscriber to will hold the Company in connection herewith being untrue in harmless from any material respect loss or any breach or damage it may suffer as a result of the Subscriber’s failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewithcorrectly complete this Subscription Agreement; (l) the Shares are not listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system except that currently the Company’s common shares are quoted on the over-the-counter market operated by the OTC Bulletin Board; (m) in addition to resale restrictions imposed under U.S. securities laws, there are additional restrictions on the Subscriber’s ability to resell the Shares under Canadian provincial securities laws and Canadian National Instrument 45-102; (n) the Company will refuse to register any transfer of the Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in accordance with applicable state and provincial securities laws; (o) the statutory and regulatory basis for the exemption from U.S registration requirements claimed for the offer of the Shares, 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 or provincial securities laws; (pi) the Subscriber has been advised to consult the Subscriber’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares Securities and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with: (i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Shares Securities hereunder, and, (ii) applicable resale restrictions; (j) none of the Securities are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Securities will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the Shares of the Company on the OTC Bulletin Board operated by the Financial Industry Regulatory Authority (“FINRA”); (k) none of the Securities may be offered or sold by the Subscriber to a U.S. Person (as defined in Section 6.2, below, or for the account or benefit of a U.S. Person (other than a distributor) prior to the end of the Distribution Compliance Period (as defined herein); (l) the Subscriber is not acquiring the Note as a result of, and will not itself engage in, any “directed selling efforts” (as that term is defined in Regulation S under the 0000 Xxx) in the United States in respect of the Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Securities; and,provided, however, that the Subscriber may sell or otherwise dispose of the Securities pursuant to registration thereof under the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements; (m) the Company will refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in each case in accordance with applicable state securities laws; (n) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities; (o) no documents in connection with the sale of the Note hereunder have been reviewed by the SEC or any state securities administrators; (p) there is no government or other insurance covering any of the Securities; (q) this Subscription Agreement the issuance and sale of the Securities to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not enforceable by in the best interests of the Company; (r) the Subscriber unless it has been accepted by is purchasing the CompanySecurities pursuant to an exemption from the registration and the prospectus requirements of applicable securities legislation on the basis 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.

Acknowledgements of Subscriber. 5.1 The Subscriber acknowledges and agrees that: (a) none of the Shares Securities have not been registered under the 1933 Act, or under any state securities or “"blue sky” " laws of any state of the United States, and, unless so registered, they may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S under the 1933 Act (“"Regulation S”"), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case in accordance with applicable state and provincial securities lawsAct; (b) the Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act, except in accordance with Section 5 of this Subscription Agreement; (c) no prospectus or offering memorandum within the meaning of the securities laws has been delivered to or summarized for or seen by the Subscriber (and, if applicable, others for whom it is contracting hereunder) in connection with the Offering and the Subscriber (and, if applicable, others for whom it is contracting hereunder) is not aware of any prospectus or offering memorandum having been prepared by the Company; (d) the decision to execute this Subscription Agreement and acquire purchase the Shares Units agreed to be purchased hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company, Company and such decision is based entirely upon a review of any public information (the adequacy of which is hereby acknowledged) about has been filed by the Company that is available to any member of with the public on the XXXXX database maintained by the U.S. Securities and Exchange Commission in compliance, or intended compliance, with applicable securities legislation. If the Company has presented a business plan to the Subscriber, the Subscriber acknowledges that the business plan may not be achieved or be achievable; (c) by execution hereof the “SEC”Subscriber has waived the need for the Company to communicate its acceptance of the purchase of the Units pursuant to this Agreement; (d) at xxx.xxx.xxxthe Company is entitled to rely on the representations and warranties and the statements and answers of the Subscriber contained in this Agreement, and the Subscriber will hold harmless the Company from any loss or damage it or they may suffer as a result of the Subscriber's failure to correctly complete this Agreement; (e) it has not received, nor has it requested, nor does it have any need to receive, any offering memorandum (as defined by or contemplated in applicable securities legislation) or any other document (other than financial statements or any other continuous disclosure documents, the contents of which are prescribed by statute or regulation) describing the business will indemnify and affairs of hold harmless the Company which has been prepared for delivery toand, and review bywhere applicable, prospective subscribers in order to assist them in making an investment decision in respect of the Shares, and it has not become aware of any advertisement including without limitation in printed media of general and regular paid circulation or on radio or television with respect to the distribution of the Shares; (f) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares; (g) there is no government or other insurance covering any of the Shares; (h) there are risks associated with an investment in the Shares including, by way of example and not in limitation, the specific risks identified in the Company’s most recent periodic reports filed with the SEC and available for viewing at the SEC’s website at xxx.XXX.xxx; (i) the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any “directed selling efforts” (as that term is defined in Regulation S under the 0000 Xxx) in the United States in respect of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Shares; provided, however, that, following the period of restriction from sale or transfer of the Shares described in subsection 1.4 of this Subscription, the Subscriber may sell or otherwise dispose of the Shares pursuant to registration thereof under the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements; (j) the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the distribution of the Shares hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company; (k) the Subscriber will indemnify the Company and its respective directors, officers, employees, agents, advisors and shareholders against, and will hold them harmless from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or or-threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company theCompany in connection therewith; (lf) it has been advised to consult its own legal, tax and other advisors with respect to the merits and risks of an investment in the Units and with respect to applicable resale restrictions and it is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions; (g) the Shares Securities are not listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares Securities will become listed on any stock exchange or automated dealer quotation system system; except that currently certain market makers make market in shares of the Company’s common shares are quoted Company on the overnon-NASDAQ Over-the-counter market operated by the OTC Counter Bulletin Board; (mh) it is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Securities as principal for its own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in addition to resale restrictions imposed under U.S. securities lawswhole or in part, there are additional restrictions on the Subscriber’s ability to resell the Shares under Canadian provincial securities laws and Canadian National Instrument 45-102no other person has a direct or indirect beneficial interest in such Securities; (ni) the Securities may not be offered or sold to a U.S. Person or for the account or benefit of a U.S. Person (other than a distributor) prior to the end of the Restricted Period (as defined herein); (j) the Company will refuse is under no obligation to register or qualify any transfer of the Shares not made Securities on behalf of the Subscriber or to assist the Subscriber in accordance complying with the provisions of Regulation S, pursuant to an effective any exemption from registration statement and qualification under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in accordance with applicable state and provincial securities laws, or any form of exemption therefrom; (ok) in the view of the Securities and Exchange Commission, the statutory and regulatory basis for the exemption from U.S registration requirements claimed for the offer and sale of the SharesSecurities, although in technical compliance with Regulation S, would nonetheless 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 or provincial securities laws; Act; and (p) the Subscriber has been advised to consult the Subscriber’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with: (i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Shares hereunder, and, (ii) applicable resale restrictions; and, (q1) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.

Acknowledgements of Subscriber. 5.1 The Subscriber acknowledges and agrees that: (a) none of the Shares Shares, have been or, except as otherwise expressly set forth in this Agreement, will be registered under the 1933 Act, or under any state securities or “blue sky” laws of any state of the United States, and, unless so registered, they may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S under the 1933 Act (“Regulation S”), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case only in accordance with applicable state and provincial securities laws; (b) the Subscriber acknowledges that other than as set out herein, the Company has not undertakenundertaken to, and will have no obligationobligation to, to register any of the Shares under the 1933 Act, except in accordance with Section 5 of Act or any other securities legislation; (c) it has received and carefully read this Subscription Agreement; (cd) no prospectus or offering memorandum within the meaning of the securities laws has been delivered to or to, summarized for or seen by the Subscriber (and, if applicable, others for whom it is contracting hereunder) in connection with the Offering and the Subscriber (and, if applicable, others for whom it is contracting hereunder) is not aware of any prospectus or offering memorandum having been prepared by the Company; (de) the decision to execute this Subscription Agreement and acquire the Shares hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company, and such decision is based entirely upon a review of information (the adequacy of which is hereby acknowledged) about the Company that is available to any member of the public on the XXXXX database maintained by the U.S. Securities and Exchange Commission (the “SEC”) at xxx.xxx.xxx; (ef) it has not received, nor has it requested, nor does it have any need to receive, any offering memorandum (as defined by in or contemplated in by applicable securities legislation) or any other document (other than financial statements or any other continuous disclosure documents, the contents of which are prescribed by statute or regulation) describing the business and affairs of the Company which has been prepared for delivery to, and review by, prospective subscribers in order to assist them in making an investment decision in respect of the Shares, and it has not become aware of any advertisement including without limitation including, by way of example and not in limitation, advertisement in any printed media of general and regular paid circulation or on radio or television with respect to the distribution of the Shares; (fg) no securities commission or similar regulatory authority has reviewed or passed on it and its advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the merits Company in connection with the sale of the Shares; (g) there is no government Shares hereunder, and to obtain additional information, to the extent possessed or other insurance covering any of obtainable by the SharesCompany without unreasonable effort or expense; (h) there are risks associated the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber during reasonable business hours at its principal place of business and that all documents, records and books in connection with an investment in the sale of the Shares including, by way of example and not in limitation, the specific risks identified in the Company’s most recent periodic reports filed with the SEC and hereunder have been made available for viewing at the SEC’s website at xxx.XXX.xxxinspection by him and his attorney and/or advisor(s); (i) all information which the Subscriber has provided to the Company is correct and complete as of the date the Subscription Agreement is signed, and if there should be any change in such information prior to this Subscription Agreement being executed by the Company, the Subscriber will immediately provide the Company with such information; (j) the Company is entitled to rely on the representations and warranties of the Subscriber contained in this Subscription Agreement and the Subscriber will hold harmless the Company from any loss or damage it or they may suffer as a result of the Subscriber’s failure to correctly complete this Subscription Agreement; (k) the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any “directed selling efforts” (as that term is defined in Regulation S under the 0000 XxxS) in the United States in respect of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Shares; provided, however, that, following the period of restriction from sale or transfer of the Shares described in subsection 1.4 of this Subscription, that the Subscriber may sell or otherwise dispose of the Shares pursuant to registration thereof under the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements; (j) the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the distribution of the Shares hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company; (kl) the Subscriber will indemnify and hold harmless the Company and and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders against, and will hold them harmless from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith; (l) the Shares are not listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system except that currently the Company’s common shares are quoted on the over-the-counter market operated by the OTC Bulletin Board; (m) in addition to resale restrictions imposed under U.S. securities laws, there are additional restrictions on the Subscriber’s ability to resell the Shares under Canadian provincial securities laws and Canadian National Instrument 45-102; (n) the Company will refuse to register any transfer of the Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in accordance with applicable state and provincial securities laws; (o) the statutory and regulatory basis for the exemption from U.S U.S. registration requirements claimed for the offer of the Shares, 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 or provincial securities laws; (pn) the Subscriber has been advised to consult the Subscriber’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with: (i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Shares hereunder, and, (ii) applicable resale restrictions; and,; (o) none of the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the common shares of the Company on the National Association of Securities Dealers, Inc.’s OTC Bulletin Board; (p) the Company will refuse to register any transfer of the Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in each case in accordance with applicable state securities laws; (q) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares; (r) no documents in connection with the sale of the Shares hereunder have been reviewed by the SEC or any state securities administrators; (s) there is no government or other insurance covering any of the Shares; (t) the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company; and (u) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.

Acknowledgements of Subscriber. 5.1 The Subscriber acknowledges and agrees that: (a) none Neither the Note nor the shares of common stock (“Shares”) that may be issued upon a conversion of the Note (the Note and the Shares may be hereinafter referred to collectively as the “Securities”) have been or will be registered under the 1933 Act, or under any state securities or “blue sky” laws of any state of the United States, and, unless so registered, they none of them may not be offered or sold in the United States or, directly or indirectly, to a U.S. PersonsPerson, as that term is defined in Regulation S under the 1933 Act (“Regulation S”), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case in accordance with applicable state and provincial securities laws; (b) the Subscriber acknowledges that the Company has not undertakenundertaken to, and will have no obligationobligation to, to register the Securities, or any of the Shares them, under the 1933 Act, except in accordance with Section 5 of this Subscription Agreement; (c) no prospectus or offering memorandum within the meaning of the securities laws it has been delivered to or summarized for or seen by the Subscriber (and, if applicable, others for whom it is contracting hereunder) in connection with the Offering received and the Subscriber (and, if applicable, others for whom it is contracting hereunder) is not aware of any prospectus or offering memorandum having been prepared by the Companycarefully read this Subscription Agreement; (d) the decision to execute this Subscription Agreement and acquire the Shares Note hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company, and such decision is based entirely upon a review of information (the adequacy of which is hereby acknowledged) about the Company that is available to any member of the public on the XXXXX EXXXX database maintained by the U.S. Securities and Exchange Commission (the “SEC”) at xxx.xxx.xxxwxx.xxx.xxx; (e) it has not received, nor has it requested, nor does it have any need to receive, any offering memorandum (as defined by or contemplated in applicable securities legislation) or any other document (other than financial statements or any other continuous disclosure documents, the contents of which are prescribed by statute or regulation) describing the business and affairs of the Company which has been prepared for delivery to, and review by, prospective subscribers in order to assist them in making an investment decision in respect of the Shares, and it has not become aware of any advertisement including without limitation in printed media of general and regular paid circulation or on radio or television with respect to the distribution of the Shares; (f) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares; (g) there is no government or other insurance covering any of the Shares; (h) there are risks associated with an investment in the Shares Company including, by way of example and not in limitation, the specific risks identified in the Company’s most recent periodic reports filed with the SEC and available for viewing at the SEC’s website at xxx.XXX.xxxwxx.XXX.xxx; (if) the Subscriber has not acquired the Shares as a result of, it and will not itself engage in, any “directed selling efforts” (as that term is defined in Regulation S under the 0000 Xxx) in the United States in respect of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Shares; provided, however, that, following the period of restriction from sale or transfer of the Shares described in subsection 1.4 of this Subscription, the Subscriber may sell or otherwise dispose of the Shares pursuant to registration thereof under the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements; (j) the Subscriber and the Subscriber’s its advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the distribution sale of the Shares Note hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company; (kg) all information which the Subscriber has provided to the Company is correct and complete as of the date the Subscription Agreement is signed, and if there should be any change in such information prior to this Subscription Agreement being executed by the Company, the Subscriber will indemnify immediately provide the Company with such information; (h) the Company is entitled to rely on the representations and its directors, officers, employees, agents, advisors and shareholders against, and will hold them harmless from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty warranties of the Subscriber contained herein or in any document furnished by this Subscription Agreement and the Subscriber to will hold the Company in connection herewith being untrue in harmless from any material respect loss or any breach or damage it may suffer as a result of the Subscriber’s failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewithcorrectly complete this Subscription Agreement; (l) the Shares are not listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system except that currently the Company’s common shares are quoted on the over-the-counter market operated by the OTC Bulletin Board; (m) in addition to resale restrictions imposed under U.S. securities laws, there are additional restrictions on the Subscriber’s ability to resell the Shares under Canadian provincial securities laws and Canadian National Instrument 45-102; (n) the Company will refuse to register any transfer of the Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in accordance with applicable state and provincial securities laws; (o) the statutory and regulatory basis for the exemption from U.S registration requirements claimed for the offer of the Shares, 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 or provincial securities laws; (pi) the Subscriber has been advised to consult the Subscriber’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares Securities and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with: (i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Shares Securities hereunder, and, (ii) applicable resale restrictions; (j) none of the Securities are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Securities will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the Shares of the Company on the OTC Bulletin Board operated by the Financial Industry Regulatory Authority (“FINRA”); (k) none of the Securities may be offered or sold by the Subscriber to a U.S. Person (as defined in Section 6.2, below, or for the account or benefit of a U.S. Person (other than a distributor) prior to the end of the Distribution Compliance Period (as defined herein); (l) the Subscriber is not acquiring the Note as a result of, and will not itself engage in, any “directed selling efforts” (as that term is defined in Regulation S under the 1000 Xxx) in the United States in respect of the Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Securities; and,provided, however, that the Subscriber may sell or otherwise dispose of the Securities pursuant to registration thereof under the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements; (m) the Company will refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in each case in accordance with applicable state securities laws; (n) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities; (o) no documents in connection with the sale of the Note hereunder have been reviewed by the SEC or any state securities administrators; (p) there is no government or other insurance covering any of the Securities; (q) this Subscription Agreement the issuance and sale of the Securities to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not enforceable by in the best interests of the Company; (r) the Subscriber unless it has been accepted by is purchasing the CompanySecurities pursuant to an exemption from the registration and the prospectus requirements of applicable securities legislation on the basis 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; .

Acknowledgements of Subscriber. 5.1 7.1 The Subscriber acknowledges and agrees thatacknowledges: (a) none of no agency, governmental authority, regulatory body, stock exchange or other entity has made any finding or determination as to the Shares merit for investment of, nor have been registered under the 1933 Actany such agencies or governmental authorities, regulatory bodies, stock exchanges or under other entities made any state securities recommendation or “blue sky” laws of any state of the United States, and, unless so registered, they may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S under the 1933 Act (“Regulation S”), except in accordance endorsement with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject respect to, the registration requirements of the 1933 Act and in each case in accordance with applicable state and provincial securities lawsUnits; (b) the Subscriber acknowledges that sale and delivery of the Company has not undertakenUnits is conditional upon such sale being exempt from the prospectus filing and registration requirements, and will have no obligation, being exempt from the requirement to register any deliver an offering memorandum in connection with the distribution of the Shares Units under the 1933 Actapplicable securities laws or upon the issuance of such orders, except in accordance with Section 5 consents or approvals as may be required to permit such sale without the requirement of this Subscription Agreementfiling a prospectus or registration statement; (c) no prospectus none of the Units have been or offering memorandum within will be registered under the meaning of 1933 Act or the securities laws has been delivered to or summarized for or seen by the Subscriber (and, if applicable, others for whom it is contracting hereunder) in connection with the Offering of any state and the Subscriber (andUnits may not be offered or sold, if applicabledirectly or indirectly, others in the United States to, or for whom it the account or benefit of, a U.S. Person or a person in the United States unless registered under the 1933 Act and the securities laws of all applicable states or unless an exemption from such registration requirements is contracting hereunder) is not aware available, and the Company has no obligation or present intention of filing a registration statement under the U.S. Securities Act in respect of any prospectus or offering memorandum having been prepared by of the CompanyUnits ; (d) the decision to execute this Subscription Agreement Subscriber may not offer, sell or transfer the Units within the United States or to, or for the account or benefit of, a U.S. Person, unless the Units are registered under the 1933 Act and acquire the Shares hereunder has not been based upon any oral securities laws of all applicable states or written representation as to fact or otherwise made by or on behalf of the Company, and an exemption from such decision registration requirements is based entirely upon a review of information (the adequacy of which is hereby acknowledged) about the Company that is available to any member of the public on the XXXXX database maintained by the U.S. Securities and Exchange Commission (the “SEC”) at xxx.xxx.xxxavailable; (e) it the acquisition of the Units has not received, nor has it requested, nor does it have been made through or as a result of any need to receive, any offering memorandum “general solicitation or general advertising” (as defined by or contemplated such terms are used in applicable securities legislationRule 502(c) or any other document (other than financial statements or any other continuous disclosure documents, the contents of which are prescribed by statute or regulationRegulation D) describing the business and affairs of the Company which has been prepared for delivery to, and review by, prospective subscribers in order to assist them in making an investment decision in respect of the Shares, and it has not become aware of any advertisement including without limitation in printed media of general and regular paid circulation or on radio or television with respect to the distribution of the SharesUnits has not been accompanied by any advertisement, including, without limitation, in printed public media, radio, television or telecommunications, including electronic display, or as part of a general solicitation; (f) no the certificates evidencing the Units will bear a legend regarding restrictions on transfer as required pursuant to applicable Securities Laws, including applicable federal and state securities commission or similar regulatory authority has reviewed or passed on the merits laws of the SharesUnited States; (g) there is no government or other insurance covering any of the Shares; (h) there are risks associated with an investment in the Shares including, by way of example and not in limitation, the specific risks identified in the Company’s most recent periodic reports filed with the SEC and available for viewing at the SEC’s website at xxx.XXX.xxx; (i) the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any “directed selling efforts” (as that term is defined in Regulation S under the 0000 Xxx) in the United States in respect of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Shares; provided, however, that, following the period of restriction from sale or transfer of the Shares described in subsection 1.4 of this Subscription, the Subscriber may sell or otherwise dispose of the Shares pursuant to registration thereof under the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements; (j) the Subscriber and the Subscriber’s 's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with regarding the distribution of the Shares hereunderOffering, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about contained in the CompanyCompany Information, or any business plan, corporate profile or any other document provided to the Subscriber; (kh) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber during reasonable business hours at its principal place of business and that all documents, records and books pertaining to this Offering have been made available for inspection by the Subscriber, the Subscriber's attorney and/or advisor(s); (a) the Subscriber will indemnify and hold harmless the Company and and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders against, and will hold them harmless from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein herein, the Agreement or in any other document furnished by the Subscriber to the Company in connection herewith herewith, being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith; (lb) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Units ; (c) no documents in connection with this Offering have been reviewed by the SEC or any state securities administrators; (i) there is no government or other insurance covering any of the Units ; (j) the Company is relying on an exemption from the requirements to provide the Subscriber with a prospectus or registration statement and to sell securities through a person or company registered to sell securities under the securities laws or other applicable securities legislation and, as a consequence of acquiring Shares are pursuant to this exemption, certain protections, rights and remedies provided by the securities laws or other applicable securities legislation including statutory rights of rescission or damages, will not listed on any stock exchange or automated dealer quotation system and be available to the Subscriber; and (k) no representation person has been made to the Subscriber that any of the Shares will become listed on any stock exchange written or automated dealer quotation system except that currently the Company’s common shares are quoted on the over-the-counter market operated by the OTC Bulletin Board; (m) in addition to resale restrictions imposed under U.S. securities laws, there are additional restrictions on the Subscriber’s ability to resell the Shares under Canadian provincial securities laws and Canadian National Instrument 45-102; (n) the Company will refuse to register any transfer of the Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in accordance with applicable state and provincial securities laws; (o) the statutory and regulatory basis for the exemption from U.S registration requirements claimed for the offer of the Shares, 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 or provincial securities laws; (p) the Subscriber has been advised to consult the Subscriber’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance withoral representations: (i) that any applicable laws of person will resell or repurchase the jurisdiction in which the Subscriber is resident in connection with the distribution of the Shares hereunder, and,Units; (ii) applicable resale restrictionsthat any person will refund the purchase price of the Units; and,or (qiii) this Subscription Agreement is not enforceable by as to the Subscriber unless it has been accepted by future price or value of any of the CompanyUnits.

Acknowledgements of Subscriber. 5.1 The Subscriber acknowledges and agrees that: (a) none of the Shares Securities have been or will be registered under the 1933 Securities Act, or under any state securities or “blue sky” laws of any state of the United States, and, unless so registered, they may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S under the 1933 Securities Act (“Regulation S”), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Securities Act and in each case only in accordance with applicable state and provincial securities laws; (b) the Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Shares Securities under the 1933 Act, except in accordance with Section 5 of this Subscription AgreementSecurities Act or any other securities legislation; (c) no prospectus or offering memorandum within the meaning of the securities laws she has been delivered to or summarized for or seen by the Subscriber (and, if applicable, others for whom it is contracting hereunder) in connection with the Offering received and the Subscriber (and, if applicable, others for whom it is contracting hereunder) is not aware of any prospectus or offering memorandum having been prepared by the Companycarefully read this Subscription Agreement; (d) the decision to execute this Subscription Agreement and acquire purchase the Shares agreed to be purchased hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company, Company and such decision is based entirely upon a review of any public information (the adequacy of which is hereby acknowledged) about has been filed by the Company that is available to any member of with the public on the XXXXX database maintained by the U.S. Securities and Exchange Commission (the “SECCommission”) at xxx.xxx.xxxin compliance, or intended compliance, with applicable securities legislation; (e) it has not received, nor has it requested, nor does it have any need to receive, any offering memorandum (as defined by or contemplated in applicable securities legislation) or any other document (other than financial statements or any other continuous disclosure documents, the contents of which are prescribed by statute or regulation) describing the business she and affairs of the Company which has been prepared for delivery to, and review by, prospective subscribers in order to assist them in making an investment decision in respect of the Shares, and it has not become aware of any advertisement including without limitation in printed media of general and regular paid circulation or on radio or television with respect to the distribution of the Shares; (f) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares; (g) there is no government or other insurance covering any of the Shares; (h) there are risks associated with an investment in the Shares including, by way of example and not in limitation, the specific risks identified in the Company’s most recent periodic reports filed with the SEC and available for viewing at the SEC’s website at xxx.XXX.xxx; (i) the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any “directed selling efforts” (as that term is defined in Regulation S under the 0000 Xxx) in the United States in respect of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Shares; provided, however, that, following the period of restriction from sale or transfer of the Shares described in subsection 1.4 of this Subscription, the Subscriber may sell or otherwise dispose of the Shares pursuant to registration thereof under the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements; (j) the Subscriber and the Subscriber’s her advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the distribution sale of the Shares hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company; (kf) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber during reasonable business hours at its principal place of business and that all documents, records and books in connection with the sale of the Securities hereunder have been made available for inspection by her and her attorney and/or advisor(s); (g) all information which the Subscriber has provided to the Company is correct and complete as of the date the Subscription Agreement is signed, and if there should be any change in such information prior to this Subscription Agreement being executed by the Company, the Subscriber will indemnify immediately provide the Company with such information; (h) the Company is entitled to rely on the representations and its directors, officers, employees, agents, advisors and shareholders against, and will hold them harmless from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty warranties of the Subscriber contained herein or in any document furnished by this Subscription Agreement and the Subscriber to will hold the Company in connection herewith being untrue in harmless from any material respect loss or any breach or damage she may suffer as a result of the Subscriber’s failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewithcorrectly complete this Subscription Agreement; (l) the Shares are not listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system except that currently the Company’s common shares are quoted on the over-the-counter market operated by the OTC Bulletin Board; (m) in addition to resale restrictions imposed under U.S. securities laws, there are additional restrictions on the Subscriber’s ability to resell the Shares under Canadian provincial securities laws and Canadian National Instrument 45-102; (n) the Company will refuse to register any transfer of the Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in accordance with applicable state and provincial securities laws; (o) the statutory and regulatory basis for the exemption from U.S registration requirements claimed for the offer of the Shares, 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 or provincial securities laws; (pi) the Subscriber has been advised to consult the Subscriber’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares Securities and with respect to applicable resale restrictions, and it she is solely responsible (and the Company is not in any way responsible) for compliance with: (i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Shares Securities hereunder, and, (ii) applicable resale restrictions; ; (j) none of the Securities are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Securities will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make a market in the common shares of the Company on the OTCBB operated by the Financial Industry Regulatory Authority, Inc. (“FINRA”); (k) none of the Securities may be offered or sold by the Subscriber to a U.S. Person (as defined in Section 6.2, below), or for the account or benefit of a U.S. Person (other than a distributor) prior to the end of the Distribution Compliance Period (as defined herein); (l) the Company will refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act and in each case in accordance with applicable state securities laws; (m) neither the Commission nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities; (n) no documents in connection with the transfer of the Shares hereunder have been reviewed by the Commission or any state securities administrators; (o) there is no government or other insurance covering any of the Securities; (p) the issuance and sale of the Securities to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company; (q) the Subscriber is purchasing the Securities pursuant to an exemption from the registration and the prospectus requirements of applicable securities legislation on the basis that the Subscriber is not a resident of the United States and, as a consequence: (i) is restricted from using most of the civil remedies available under securities legislation, (qii) 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; (r) 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 Securities Act; and (s) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.

Acknowledgements of Subscriber. 5.1 The Subscriber acknowledges and agrees that: (a) none of the Shares Securities have been registered under the 1933 Act, or under any state securities or “blue sky” laws of any state of the United States, and, unless so registered, they may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S under the 1933 Act (“Regulation S”), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case in accordance with applicable state and provincial securities lawsAct; (b) the Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Shares Securities under the 1933 Act, except in accordance with Section 5 of this Subscription Agreement; (c) no prospectus or offering memorandum within by completing the meaning of Questionnaires, the securities laws has been delivered to or summarized for or seen Subscriber is representing and warranting that the Subscriber is an “Accredited Investor”, as the term is defined in Regulation D under the 1933 Act and in Multilateral Instrument 45-103 adopted by the Subscriber (and, if applicable, others for whom it is contracting hereunder) in connection with the Offering and the Subscriber (and, if applicable, others for whom it is contracting hereunder) is not aware of any prospectus or offering memorandum having been prepared by the CompanyBritish Columbia Securities Commission; (d) the decision to execute this Subscription Agreement and acquire the Shares Securities hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company, and such decision is based entirely upon a review of information (the adequacy receipt of which is hereby acknowledged) about which has been filed by the Company that is available to any member of with the public on the XXXXX database maintained by the U.S. United States Securities and Exchange Commission and in compliance, or intended compliance, with applicable securities legislation (collectively, the “SEC”) at xxx.xxx.xxx"Public Record"); (e) it if the Company has not received, nor has it requested, nor does it have any need presented a business plan to receive, any offering memorandum (as defined by or contemplated in applicable securities legislation) or any other document (other than financial statements or any other continuous disclosure documentsthe Subscriber, the contents of which are prescribed by statute or regulation) describing Subscriber acknowledges that the business and affairs of the Company which has been prepared for delivery to, and review by, prospective subscribers in order to assist them in making an investment decision in respect of the Shares, and it has plan may not become aware of any advertisement including without limitation in printed media of general and regular paid circulation be achieved or on radio or television with respect to the distribution of the Sharesbe achievable; (f) no securities commission or similar regulatory authority has reviewed or passed on the merits of the SharesSecurities; (g) there is no government or other insurance covering any of the SharesSecurities; (h) there are risks associated with an investment in the Shares includingSecurities, by way as more fully described in certain information forming part of example and not in limitation, the specific risks identified in the Company’s most recent periodic reports filed with the SEC and available for viewing at the SEC’s website at xxx.XXX.xxxPublic Record; (i) the Company has advised the Subscriber that the Company is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell the Securities through a person registered to sell securities under the Securities Act (British Columbia) (the “B.C. Act”) and, as a consequence of acquiring the Securities pursuant to this exemption, certain protections, rights and remedies provided by the B.C. Act, including statutory rights of rescission or damages, will not be available to the Subscriber; (j) the Subscriber has not acquired the Shares Securities as a result of, and will not itself engage in, any “directed selling efforts” (as that term is defined in Regulation S under the 0000 Xxx) in the United States in respect of any of the Shares Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Shares or Warrant Shares; provided, however, that, following the period of restriction from sale or transfer of the Shares described in subsection 1.4 of this Subscription, that the Subscriber may sell or otherwise dispose of any of the Shares or Warrant Shares pursuant to registration thereof under the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements; (jk) the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the distribution of the Shares Securities hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company; (kl) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber during reasonable business hours at its principal place of business, and all documents, records and books in connection with the distribution of the Securities hereunder have been made available for inspection by the Subscriber, the Subscriber’s lawyer and/or advisor(s); (m) the Subscriber will indemnify and hold harmless the Company and and, where applicable, its directors, officers, employees, agents, advisors and shareholders againstshareholders, and will hold them harmless from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein herein, the Questionnaire or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith; (ln) none of the Shares Securities are not listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares Securities will become listed on any stock exchange or automated dealer quotation system except that currently the Company’s common shares are quoted on the over-the-counter market operated by the OTC Bulletin Boardsystem; (mo) in addition to resale restrictions imposed under U.S. securities laws, there are additional restrictions on the Subscriber’s ability to resell the Shares and the Warrant Shares under Canadian provincial securities laws the B.C. Act and Canadian National Multilateral Instrument 45-102102 adopted by the British Columbia Securities Commission; (np) the Company will refuse to register any transfer of the Shares or the Warrant Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in accordance with applicable state and provincial securities lawsAct; (o) the statutory and regulatory basis for the exemption from U.S registration requirements claimed for the offer of the Shares, 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 or provincial securities laws; (pq) the Subscriber has been advised to consult the Subscriber’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares Securities and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with: (i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Shares Securities hereunder, and, (ii) applicable resale restrictions; and, (qr) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.

Acknowledgements of Subscriber. 5.1 The Subscriber acknowledges and agrees that: (a) none of the Shares Securities have been or will be registered under the 1933 Securities Act, or under any state securities or “blue sky” laws of any state of the United States, and, unless so registered, they may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S under the 1933 Securities Act (( “Regulation S”), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Securities Act and in each case only in accordance with applicable state and provincial securities laws; (b) the Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Shares Securities under the 1933 Act, except in accordance with Section 5 of this Subscription AgreementSecurities Act or any other securities legislation; (c) no prospectus or offering memorandum within the meaning of the securities laws he has been delivered to or summarized for or seen by the Subscriber (and, if applicable, others for whom it is contracting hereunder) in connection with the Offering received and the Subscriber (and, if applicable, others for whom it is contracting hereunder) is not aware of any prospectus or offering memorandum having been prepared by the Companycarefully read this Subscription Agreement; (d) the decision to execute this Subscription Agreement and acquire purchase the Shares agreed to be purchased hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company, Company and such decision is based entirely upon a review of any public information (the adequacy of which is hereby acknowledged) about has been filed by the Company that is available to any member of with the public on the XXXXX database maintained by the U.S. Securities and Exchange Commission (the “SEC”Commission” ) at xxx.xxx.xxxin compliance, or intended compliance, with applicable securities legislation; (e) it has not received, nor has it requested, nor does it have any need to receive, any offering memorandum (as defined by or contemplated in applicable securities legislation) or any other document (other than financial statements or any other continuous disclosure documents, the contents of which are prescribed by statute or regulation) describing the business he and affairs of the Company which has been prepared for delivery to, and review by, prospective subscribers in order to assist them in making an investment decision in respect of the Shares, and it has not become aware of any advertisement including without limitation in printed media of general and regular paid circulation or on radio or television with respect to the distribution of the Shares; (f) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares; (g) there is no government or other insurance covering any of the Shares; (h) there are risks associated with an investment in the Shares including, by way of example and not in limitation, the specific risks identified in the Company’s most recent periodic reports filed with the SEC and available for viewing at the SEC’s website at xxx.XXX.xxx; (i) the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any “directed selling efforts” (as that term is defined in Regulation S under the 0000 Xxx) in the United States in respect of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Shares; provided, however, that, following the period of restriction from sale or transfer of the Shares described in subsection 1.4 of this Subscription, the Subscriber may sell or otherwise dispose of the Shares pursuant to registration thereof under the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements; (j) the Subscriber and the Subscriber’s his advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the distribution sale of the Shares hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company; (kf) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber during reasonable business hours at its principal place of business and that all documents, records and books in connection with the sale of the Securities hereunder have been made available for inspection by him and his attorney and/or advisor(s); (g) all information which the Subscriber has provided to the Company is correct and complete as of the date the Subscription Agreement is signed, and if there should be any change in such information prior to this Subscription Agreement being executed by the Company, the Subscriber will indemnify immediately provide the Company with such information; (h) the Company is entitled to rely on the representations and its directors, officers, employees, agents, advisors and shareholders against, and will hold them harmless from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty warranties of the Subscriber contained herein or in any document furnished by this Subscription Agreement and the Subscriber to will hold the Company in connection herewith being untrue in harmless from any material respect loss or any breach or damage he may suffer as a result of the Subscriber’s failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewithcorrectly complete this Subscription Agreement; (l) the Shares are not listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system except that currently the Company’s common shares are quoted on the over-the-counter market operated by the OTC Bulletin Board; (m) in addition to resale restrictions imposed under U.S. securities laws, there are additional restrictions on the Subscriber’s ability to resell the Shares under Canadian provincial securities laws and Canadian National Instrument 45-102; (n) the Company will refuse to register any transfer of the Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in accordance with applicable state and provincial securities laws; (o) the statutory and regulatory basis for the exemption from U.S registration requirements claimed for the offer of the Shares, 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 or provincial securities laws; (pi) the Subscriber has been advised to consult the Subscriber’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares Securities and with respect to applicable resale restrictions, and it he is solely responsible (and the Company is not in any way responsible) for compliance with: (i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Shares Securities hereunder, and, (ii) applicable resale restrictions; ; (j) none of the Securities are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Securities will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make a market in the common shares of the Company on the OTCBB operated by the Financial Industry Regulatory Authority, Inc. (“FINRA”); (k) none of the Securities may be offered or sold by the Subscriber to a U.S. Person (as defined in Section 6.2, below), or for the account or benefit of a U.S. Person (other than a distributor) prior to the end of the Distribution Compliance Period (as defined herein); (l) the Company will refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act and in each case in accordance with applicable state securities laws; (m) neither the Commission nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities; (n) no documents in connection with the transfer of the Shares hereunder have been reviewed by the Commission or any state securities administrators; (o) there is no government or other insurance covering any of the Securities; (p) the issuance and sale of the Securities to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company; (q) the Subscriber is purchasing the Securities pursuant to an exemption from the registration and the prospectus requirements of applicable securities legislation on the basis that the Subscriber is not a resident of the United States and, as a consequence: (i) is restricted from using most of the civil remedies available under securities legislation, (qii) 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; (r) 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 Securities Act; and (s) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.

Acknowledgements of Subscriber. 5.1 The Subscriber acknowledges and agrees that: (a) none of the Shares have been registered under the 1933 Act, or under any state securities or “blue sky” laws of any state of the United States, and, unless so registered, they may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S under the 1933 Act (“Regulation S”), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case in accordance with applicable state and provincial securities laws; (b) the Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act, except in accordance with Section 5 of this Subscription Agreement; (c) no prospectus or offering memorandum within the meaning of the securities laws has been delivered to or summarized for or seen by the Subscriber (and, if applicable, others for whom it is contracting hereunder) in connection with the Offering and the Subscriber (and, if applicable, others for whom it is contracting hereunder) is not aware of any prospectus or offering memorandum having been prepared by the Company; (d) the decision to execute this Subscription Agreement and acquire the Shares hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company, and such decision is based entirely upon a review of information (the adequacy of which is hereby acknowledged) about the Company that is available to any member of the public on the XXXXX database maintained by the U.S. Securities and Exchange Commission (the “SEC”) at xxx.xxx.xxx; CW656360.1 - - (e) it has not received, nor has it requested, nor does it have any need to receive, any offering memorandum (as defined by or contemplated in applicable securities legislation) or any other document (other than financial statements or any other continuous disclosure documents, the contents of which are prescribed by statute or regulation) describing the business and affairs of the Company which has been prepared for delivery to, and review by, prospective subscribers in order to assist them in making an investment decision in respect of the Shares, and it has not become aware of any advertisement including without limitation in printed media of general and regular paid circulation or on radio or television with respect to the distribution of the Shares; (f) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares; (g) there is no government or other insurance covering any of the Shares; (h) there are risks associated with an investment in the Shares including, by way of example and not in limitation, the specific risks identified in the Company’s most recent periodic reports filed with the SEC and available for viewing at the SEC’s website at xxx.XXX.xxx; (i) the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any “directed selling efforts” (as that term is defined in Regulation S under the 0000 Xxx) in the United States in respect of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Shares; provided, however, that, following the period of restriction from sale or transfer of the Shares described in subsection 1.4 of this Subscription, the Subscriber may sell or otherwise dispose of the Shares pursuant to registration thereof under the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements; (j) the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the distribution of the Shares hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company; (k) the Subscriber will indemnify the Company and its directors, officers, employees, agents, advisors and shareholders against, and will hold them harmless from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith; (l) the Shares are not listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system except that currently the Company’s common shares are quoted on the over-the-counter market operated by the OTC Bulletin Board; (m) in addition to resale restrictions imposed under U.S. securities laws, there are additional restrictions on the Subscriber’s ability to resell the Shares under Canadian provincial securities laws and Canadian National Instrument 45-102; (n) the Company will refuse to register any transfer of the Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or CW656360.1 - - pursuant to an available exemption from the registration requirements of the 1933 Act and in accordance with applicable state and provincial securities laws; (o) the statutory and regulatory basis for the exemption from U.S registration requirements claimed for the offer of the Shares, 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 or provincial securities laws; (p) the Subscriber has been advised to consult the Subscriber’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with: (i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Shares hereunder, and, (ii) applicable resale restrictions; and, (q) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.