Common use of Acknowledgments of the Purchaser Clause in Contracts

Acknowledgments of the Purchaser. In connection with the issuance of the Purchase Shares and the Warrants, Purchaser certifies that it is not a resident of Alberta and hereby acknowledges to the Company as follows: (a) Purchaser understands that no securities commission or similar regulatory authority has reviewed or passed on the merits of the Purchase Shares or the Warrants, (b) there is no government or other insurance covering the Purchase Shares or the Warrants, (c) there are risks associated with the purchase of the Purchase Shares and the Warrants, (d) there are restrictions on the Purchaser's ability to resell the Purchase Shares and the Warrants (and the Shares and Warrant Shares) and it is the responsibility of the Purchaser to find out what those restrictions are and to comply with them before selling the Purchase Shares Warrants (and the Shares and Warrant Shares), and (e) the Company has advised the Purchaser that the Company is relying on an exemption from the requirements to provide the Purchaser with a prospectus and to sell the Purchase Shares and Warrants through a person or company registered to sell securities under the Securities Act (Alberta) and, as a consequence of acquiring the Purchase Shares and the Warrants pursuant to this exemption, certain protections, rights and remedies provided by the Securities Act (Alberta), including statutory rights of rescission or damages, will not be available to the Purchaser.

Acknowledgments of the Purchaser. In connection with the issuance of the Purchase Shares and the Warrants, The Purchaser certifies that it is not a resident of Alberta and hereby acknowledges to the Company as followsthat: (a) Purchaser understands that no securities commission or similar regulatory authority has reviewed or passed on the merits of the Purchase Shares or the Warrants,AN INVESTMENT IN THE SECURITIES IS NOT WITHOUT RISK AND THE PURCHASER MAY LOSE ITS ENTIRE INVESTMENT; (b) there is no government or other insurance covering The Company may complete additional financings in the Purchase Shares or future in order to develop the Warrants,business of the Company and fund its ongoing development, and such future financings may have a dilutive effect on current securityholders of the Company, including the Purchaser; (c) there are risks associated with the purchase The offer, sale and issuance of the Purchase Shares and the Warrants, (d) there are restrictions on the Purchaser's ability to resell the Purchase Shares and the Warrants (and the Shares and Warrant Shares) and it Securities is the responsibility of the Purchaser to find out what those restrictions are and to comply with them before selling the Purchase Shares Warrants (and the Shares and Warrant Shares), and (e) the Company has advised the Purchaser that the Company is relying on an exemption exempt from the prospectus requirements to provide the Purchaser with a prospectus and to sell the Purchase Shares and Warrants through a person or company registered to sell of Canadian securities under the Securities Act (Alberta) laws and, as a consequence result: (i) the Purchaser may not receive information that would otherwise be required under Canadian securities laws or be contained in a prospectus prepared in accordance with Canadian securities laws, (ii) the Purchaser is restricted from using most of acquiring the Purchase Shares and the Warrants pursuant to this exemption, certain protections, rights and remedies provided by the Securities Act (Alberta)available under Canadian securities laws, including statutory rights of rescission or damages, will not be available and (iii) the Company is relieved from certain obligations that would otherwise apply under Canadian securities laws; (d) No prospectus has been filed with any Regulator in Canada in connection with the Transaction and no Regulator in Canada has made any finding or determination as to the merit for investment in, or made any recommendation or endorsement with respect to, the Securities. As used in this Schedule, “Regulator” means (i) any governmental or public entity department, court, commission, board, bureau, agency or instrumentality, (ii) any quasi-governmental, self-regulatory or private body exercising any regulatory authority and (iii) any stock exchange; (e) The Securities are being offered on a “private placement” basis and will be subject to resale restrictions under Canadian securities laws, and the Company may make a notation on its records or give instructions to any transfer agent of the Shares in order to implement such resale restrictions; (f) The Company is required to file a report of trade with all applicable Regulators containing personal information about Purchasers of the Securities. This report of trade will include the full name, residential address and telephone number of each Purchaser, the number and type of Securities purchased, the total purchase price paid for such Securities, the date of the Closing and the prospectus exemption relied upon under Canadian securities laws to complete such purchase. In Ontario, this information is collected indirectly by the OSC under the authority granted to it under, and for the purposes of the administration and enforcement of, the securities legislation in Ontario. Any Purchaser may contact the Administrative Support Clerk at the OSC at Suxxx 0000, Xxx 00, 20 Xxxxx Xxxxxx Xxxx, Xxxxxxx, Xxxxxxx, X0X 0X0 xr by telephone at (000) 000-0000 for more information regarding the indirect collection of such information by the OSC. The Company may also be required pursuant to Canadian securities laws to file this Agreement on SEDAR. By completing this Agreement, the Purchaser authorizes the indirect collection of the information described in this Section 1(f) by all applicable Regulators and consents to the disclosure of such information to the public through (i) the filing of a report of trade with all applicable Regulators and (ii) the filing of this Agreement on SEDAR. (g) The physical certificates representing the Securities (and any replacement certificate issued prior to the expiration of the applicable hold periods), if any, will bear a legend in accordance with Canadian securities laws in substantially the following form and, in the event that no physical certificates are issued, the below constitutes written notice of the legend restriction under applicable Canadian securities laws: “UNLESS PERMITTED UNDER APPLICABLE SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THIS SECURITY TO OR FOR THE BENEFIT OF A CANADIAN PURCHASER UNTIL THE DATE THAT IS FOUR MONTHS AND A DAY AFTER [INSERT DISTRIBUTION DATE].”

Acknowledgments of the Purchaser. In connection with the issuance of the Purchase Shares and the Warrants, The Purchaser certifies that it is not a resident of Alberta and hereby acknowledges to the Company as followsthat: (a) Purchaser understands that no securities commission or similar regulatory authority has reviewed or passed on the merits of the Purchase Shares or the Warrants,AN INVESTMENT IN THE SECURITIES IS NOT WITHOUT RISK AND THE PURCHASER MAY LOSE ITS ENTIRE INVESTMENT; (b) there is no government or other insurance covering The Company may complete additional financings in the Purchase Shares or future in order to develop the Warrants,business of the Company and fund its ongoing development, and such future financings may have a dilutive effect on current securityholders of the Company, including the Purchaser; (c) there are risks associated with the purchase The offer, sale and issuance of the Purchase Shares and the Warrants, (d) there are restrictions on the Purchaser's ability to resell the Purchase Shares and the Warrants (and the Shares and Warrant Shares) and it Securities is the responsibility of the Purchaser to find out what those restrictions are and to comply with them before selling the Purchase Shares Warrants (and the Shares and Warrant Shares), and (e) the Company has advised the Purchaser that the Company is relying on an exemption exempt from the prospectus requirements to provide the Purchaser with a prospectus and to sell the Purchase Shares and Warrants through a person or company registered to sell of Canadian securities under the Securities Act (Alberta) laws and, as a consequence result: (i) the Purchaser may not receive information that would otherwise be required under Canadian securities laws or be contained in a prospectus prepared in accordance with Canadian securities laws, (ii) the Purchaser is restricted from using most of acquiring the Purchase Shares and the Warrants pursuant to this exemption, certain protections, rights and remedies provided by the Securities Act (Alberta)available under Canadian securities laws, including statutory rights of rescission or damages, will not be available and (iii) the Company is relieved from certain obligations that would otherwise apply under Canadian securities laws; (d) No prospectus has been filed with any Regulator in Canada in connection with the Transaction and no Regulator in Canada has made any finding or determination as to the merit for investment in, or made any recommendation or endorsement with respect to, the Securities. As used in this Schedule, “Regulator” means (i) any governmental or public entity department, court, commission, board, bureau, agency or instrumentality, (ii) any quasi-governmental, self-regulatory or private body exercising any regulatory authority and (iii) any stock exchange; (e) The Securities are being offered on a “private placement” basis and will be subject to resale restrictions under Canadian securities laws, and the Company may make a notation on its records or give instructions to any transfer agent of the Shares in order to implement such resale restrictions; (f) The Company is required to file a report of trade with all applicable Regulators containing personal information about Purchasers of the Securities. This report of trade will include the full name, residential address and telephone number of each Purchaser, the number and type of Securities purchased, the total purchase price paid for such Securities, the date of the Closing and the prospectus exemption relied upon under Canadian securities laws to complete such purchase. In Ontario, this information is collected indirectly by the OSC under the authority granted to it under, and for the purposes of the administration and enforcement of, the securities legislation in Ontario. Any Purchaser may contact the Administrative Support Clerk at the OSC at Xxxxx 0000, Xxx 00, 00 Xxxxx Xxxxxx Xxxx, Xxxxxxx, Xxxxxxx, X0X 0X0 or by telephone at (000) 000-0000 for more information regarding the indirect collection of such information by the OSC. The Company may also be required pursuant to Canadian securities laws to file this Agreement on SEDAR. By completing this Agreement, the Purchaser authorizes the indirect collection of the information described in this Section 1(f) by all applicable Regulators and consents to the disclosure of such information to the public through (i) the filing of a report of trade with all applicable Regulators and (ii) the filing of this Agreement on SEDAR. (g) The physical certificates representing the Securities (and any replacement certificate issued prior to the expiration of the applicable hold periods), if any, will bear a legend in accordance with Canadian securities laws in substantially the following form and, in the event that no physical certificates are issued, the below constitutes written notice of the legend restriction under applicable Canadian securities laws: “UNLESS PERMITTED UNDER APPLICABLE SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THIS SECURITY TO OR FOR THE BENEFIT OF A CANADIAN PURCHASER UNTIL THE DATE THAT IS FOUR MONTHS AND A DAY AFTER [INSERT DISTRIBUTION DATE].”