Acknowledgements, Representations, Warranties and Covenants of the Subscriber. The Subscriber, on its own behalf and, if applicable, on behalf of others for whom it is acting hereunder, hereby represents and warrants to, and covenants with, the Corporation as follows and acknowledges that the Corporation is relying on such representations and warranties in connection with the transactions contemplated herein: (a) The Subscriber and each beneficial person for whom it is acting is a resident or, if not an individual, has the head office in the jurisdiction set out on the page following the face page of this Subscription Agreement and intends that the Securities Laws of that jurisdiction govern the issuance of Common Shares to the Subscriber under the Offering. Such address was not created and is not used solely for the purpose of acquiring the Purchased Shares. The Subscriber and any beneficial owner for whom it is acting was not created or used solely to purchase or hold securities in reliance upon an exemption from a prospectus requirement. (b) The Subscriber has properly completed, executed and delivered to the Corporation within applicable time periods the Certificate of a U.S. Person (dated as of the date hereof) set forth in Schedule “B” and the information contained therein is true and correct. (c) The representations, warranties and covenants contained in the Certificate of a U.S. Person, attached hereto as Schedule “B”, will be true and correct both as of the date of execution of this Subscription Agreement and as of the Closing Time.
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