Common use of COVENANTS, AGREEMENTS AND ACKNOWLEDGEMENTS Clause in Contracts

COVENANTS, AGREEMENTS AND ACKNOWLEDGEMENTS. 3.1 The Purchaser covenants and agrees with the Company to: (a) concurrent with the execution of this Agreement, if the Purchaser is an individual (which means a natural person, but does not include a partnership, unincorporated association, unincorporated syndicate, unincorporated organization or trust, or a natural person in his capacity as a trustee, executor, administrator or personal or other legal representative), fully complete and execute the Form 20A scheduled to this Agreement; and (b) hold and not sell, transfer or in any manner dispose of the Shares unless the sale, transfer or disposition is made in accordance with all applicable Securities Rules. 3.2 The Purchaser acknowledges and agrees that the Shares will be subject to such trade restrictions as may be imposed by operation of the applicable Securities Rules, and the share certificate or certificates representing the Shares will bear such legends as may be required by the applicable Securities Rules. The Purchaser further acknowledges and agrees that it is the Purchaser's obligation to comply with the trade restrictions in all of the applicable jurisdictions and the Company offers no advice as to those trade restrictions. 3.3 The Purchaser acknowledges that: (a) the Securities have not been registered under the U.S. Securities Act and are "restricted securities" within the meaning of Rule 144 under the U.S. Securities Act and may only be resold in accordance with the provisions of Regulation S under the U.S. Securities Act, pursuant to registration under the U.S. Securities Act, or pursuant to an available exemption from such registration. The Purchaser understands that the Company has no obligation or present intention of filing a registration statement under the U.S. Securities Act in respect of the Securities; (b) hedging transactions involving the Securities may not be conducted unless in compliance with the U.S. Securities Act; (c) there may be material tax consequences to the Purchaser of an acquisition or disposition of Securities. The Company gives no opinion and makes no representation with respect to the tax consequences to the Purchaser under United States, state, local or foreign tax law of the Purchaser's acquisition or disposition of such securities; (d) the certificates evidencing the Securities issued in this subscription will bear a legend in substantially the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO THE SHARES OR EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SAID ACT THAT IS THEN APPLICABLE TO THE SHARES, AS TO WHICH A PRIOR OPINION OF COUNSEL MAY BE REQUIRED BY THE ISSUER OR THE TRANSFER AGENT. HEDGING TRANSACTIONS MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH REGULATION S OF THE 1933 ACT."; and (e) the Company is required to refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S under the U.S. Securities Act, pursuant to registration under the U.S. Securities Act, or pursuant to an available exemption from such registration. 3.4 The Company covenants and agrees with the Purchaser to file the documents necessary to be filed under the applicable Securities Rules, including Forms 20 (or the forms equivalent thereto), within the required time.

COVENANTS, AGREEMENTS AND ACKNOWLEDGEMENTS. 3.1 The Purchaser covenants and agrees with the Company to: (a) concurrent with the execution of this Agreement, if the Purchaser is an individual (which means a natural person, but does not include a partnership, unincorporated association, unincorporated syndicate, unincorporated organization or trust, or a natural person in his capacity as a trustee, executor, administrator or personal or other legal representative), fully complete and execute the Form 20A scheduled to this Agreement; and (b) hold and not sell, transfer or in any manner dispose of the Shares comprising the Units unless the sale, transfer or disposition is made in accordance with all applicable Securities Rules. 3.2 The Purchaser acknowledges and agrees that the Shares comprising the Units and any shares acquired on the exercise of the Warrants comprising the Units will be subject to such trade restrictions as may be imposed by operation of the applicable Securities Rules, and the share shares certificate or certificates certificate representing the Shares comprising the Units and any shares acquired on the exercise of the Warrants comprising the Units will bear such legends as may be required by the applicable Securities Rules. The Purchaser further acknowledges and agrees that it is the Purchaser's obligation to comply with the trade restrictions in all of the applicable jurisdictions and the Company offers no advice as to those trade restrictions. 3.3 The Purchaser acknowledges that: (a) the Securities have not been registered under the U.S. U.S> Securities Act and are "restricted securities" within the meaning of Rule 144 under the U.S. Securities Act and may only be resold in accordance accordande with the provisions of Regulation S under the U.S. Securities Act, pursuant to registration under the U.S. Securities Act, or pursuant to an available exemption from such registration. The Purchaser understands that the Company company has no obligation or present intention of filing a registration statement under the U.S. Securities Act in respect of the Securities;. (b) hedging transactions transaction involving the Securities may not be conducted unless in compliance with wiht the U.S. Securities Act;. (c) there may be material tax consequences consequence to the Purchaser of an acquisition acquistion or disposition of Securities. The Company gives no opinion and makes no representation with respect to the tax consequences to the Purchaser under United States, state, local or foreign tax law of the Purchaser's acquisition acquistion or disposition of such securities;. (d) the certificates evidencing the Securities issued in this subscription will bear a legend in substantially the following form: "THE SECURITIES REPRESENTED RESPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED 1933 (THE "1933 ACT"), AS AMENDED. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO THE SHARES OR EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SAID ACT THAT IS THEN APPLICABLE TO THE SHARES, AS TO WHICH A PRIOR OPINION OF COUNSEL MAY BE REQUIRED BY THE ISSUER OR THE TRANSFER AGENT. HEDGING TRANSACTIONS MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH REGULATION S REGULATIONS OF THE 1933 ACT."; and (e) the Company is required to refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S under the U.S. Securities Act, pursuant to registration under the U.S. Securities Act, or pursuant to an available exemption from such registration; and (f) any person who exercise a Warrant will be required to provide to the Company either: (i) written certification that it is not a U.S. Person and that such Warrant is not being exercised within the United States or on behalf of, or for the account or benefit of, a U.S. Person; or (ii) a written opinion of counsel or other evidence satisfactory to the Company to the effect that the Warrants and the common shares issuable on the exercise of the Warrants have been registered under the 1933 Act and applicable state securities laws or are exempt from registration thereunder. 3.4 The Company covenants and agrees with the Purchaser to file the documents necessary mecessary to be filed under the applicable Securities Rules, including Forms 20 (or the forms equivalent thereto), within the required time.

COVENANTS, AGREEMENTS AND ACKNOWLEDGEMENTS. 3.1 The Purchaser covenants and agrees with the Company to: (a) concurrent with the execution of this Agreement, if the Purchaser is an individual (which means a natural person, but does not include a partnership, unincorporated association, unincorporated syndicate, unincorporated organization or trust, or a natural person in his capacity as a trustee, executor, administrator or personal or other legal representative), fully complete and execute the Form 20A scheduled to this Agreement; and (b) hold and not sell, transfer or in any manner dispose of the Shares comprising the Units or any shares acquired on the exercise of the Warrants comprising the Units unless the sale, transfer or disposition is made in accordance with all applicable Securities Rules. 3.2 The Purchaser acknowledges and agrees that the Shares comprising the Units and any shares acquired on the exercise of the Warrants comprising the Units will be subject to such trade restrictions as may be imposed by operation of the applicable Securities Rules, and the share certificate or certificates representing the Shares comprising the Units and any shares acquired on the exercise of the Warrants comprising the Units will bear such legends as may be required by the applicable Securities Rules. The Purchaser further acknowledges and agrees that it is the Purchaser's obligation to comply with the trade restrictions in all of the applicable jurisdictions and the Company offers no advice as to those trade restrictions. 3.3 The Purchaser acknowledges that: (a) the Securities have not been registered under the U.S. Securities Act and are "restricted securities" within the meaning of Rule 144 under the U.S. Securities Act and may only be resold in accordance with the provisions of Regulation S under the U.S. Securities Act, pursuant to registration under the U.S. Securities Act, or pursuant to an available exemption from such registration. The Purchaser understands that the Company has no obligation or present intention of filing a registration statement under the U.S. Securities Act in respect of the Securities; (b) hedging transactions involving the Securities may not be conducted unless in compliance with the U.S. Securities Act; (c) there may be material tax consequences to the Purchaser of an acquisition or disposition of Securities. The Company gives no opinion and makes no representation with respect to the tax consequences to the Purchaser under United States, state, local or foreign tax law of the Purchaser's acquisition or disposition of such securities; (d) the certificates evidencing the Securities issued in this subscription will bear a legend in substantially the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO THE SHARES OR EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SAID ACT THAT IS THEN APPLICABLE TO THE SHARES, AS TO WHICH A PRIOR OPINION OF COUNSEL MAY BE REQUIRED BY THE ISSUER OR THE TRANSFER AGENT. HEDGING TRANSACTIONS MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH REGULATION S OF THE 1933 ACT."; and (e) the Company is required to refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S under the U.S. Securities Act, pursuant to registration under the U.S. Securities Act, or pursuant to an available exemption from such registration; and (f) any person who exercises a Warrant will be required to provide to the Company either: (i) written certification that it is not a U.S. Person and that such Warrant is not being exercised within the United States or on behalf of, or for the account or benefit of, a U.S. Person; or (ii) a written opinion of counsel or other evidence satisfactory to the Company to the effect that the Warrants and the common shares issuable on the exercise of the Warrants have been registered under the 1933 Act and applicable state securities laws or are exempt from registration thereunder. 3.4 The Company covenants and agrees with the Purchaser to file the documents necessary to be filed under the applicable Securities Rules, including Forms 20 (or the forms equivalent thereto), within the required time.

COVENANTS, AGREEMENTS AND ACKNOWLEDGEMENTS. 3.1 The Purchaser covenants and agrees with the Company to: (a) concurrent with the execution of this Agreement, if the Purchaser is an individual (which means a natural person, but does not include a partnership, unincorporated association, unincorporated syndicate, unincorporated organization or trust, or a natural person in his capacity as a trustee, executor, administrator or personal or other legal representative), fully complete and execute the Form 20A scheduled to this Agreement; and (b) hold and not sell, transfer or in any manner dispose of the Shares Securities unless the sale, transfer or disposition is made in accordance with all applicable Securities Rules. 3.2 The Purchaser acknowledges and agrees that the Shares Securities will be subject to such trade restrictions as may be imposed by operation of the applicable Securities Rules, and the share certificate or certificates representing the Shares Securities will bear such legends as may be required by the applicable Securities Rules. The Purchaser further acknowledges and agrees that it is the Purchaser's obligation to comply with the trade restrictions in all of the applicable jurisdictions and the Company offers no advice as to those trade restrictions. 3.3 The Purchaser acknowledges that: (a) the Securities have not been registered under the U.S. Securities Act and are "restricted securities" within the meaning of Rule 144 under the U.S. Securities Act and may only be resold in accordance with the provisions of Regulation S under the U.S. Securities Act, pursuant to registration under the U.S. Securities Act, or pursuant to an available exemption from such registration. The Purchaser understands that the Company has no obligation or present intention of filing a registration statement under the U.S. Securities Act in respect of the Securities; (b) hedging transactions involving the Securities may not be conducted unless in compliance with the U.S. Securities Act; (c) there may be material tax consequences to the Purchaser of an acquisition or disposition of Securities. The Company gives no opinion and makes no representation with respect to the tax consequences to the Purchaser under United States, state, local or foreign tax law of the Purchaser's acquisition or disposition of such securities; (d) the certificates evidencing the Securities issued in this subscription will bear a legend in substantially the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). , OR THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND MAY NOT BE OFFEREDOFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT OR ASSIGNED ONLY (i) TO THE SHARES COMPANY; (ii) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE 1933 ACT; (iii) IN ACCORDANCE WITH RULE 144 UNDER THE 1933 ACT; OR EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SAID ACT (iv) IN A TRANSACTION THAT IS THEN OTHERWISE EXEMPT FROM REGISTRATION UNDER THE 1933 ACT AND APPLICABLE STATE SECURITIES LAWS, PROVIDED, PRIOR TO ANY SUCH SALE, TRANSFER OR ASSIGNMENT, THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL, IN FORM ACCEPTABLE TO THE SHARESCOMPANY, AS TO WHICH A PRIOR OPINION THAT NO VIOLATION OF COUNSEL MAY BE REQUIRED BY THE ISSUER SUCH REGISTRATION PROVISIONS WOULD RESULT FROM ANY PROPOSED TRANSFER OR THE TRANSFER AGENTASSIGNMENT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH REGULATION S OF THE 1933 ACT."; and (e) the Company is required to refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S under the U.S. Securities Act, pursuant to registration under the U.S. Securities Act, or pursuant to an available exemption from such registration. 3.4 The Company covenants and agrees with the Purchaser to file the documents necessary to be filed under the applicable Securities Rules, including Forms 20 (or the forms equivalent thereto), within the required time.

COVENANTS, AGREEMENTS AND ACKNOWLEDGEMENTS. 3.1 The Purchaser covenants and agrees with the Company to: (a) concurrent with the execution of this Agreement, if the Purchaser is an individual (which means a natural person, but does not include a partnership, unincorporated association, unincorporated syndicate, unincorporated organization or trust, or a natural person in his capacity as a trustee, executor, administrator or personal or other legal representative), fully complete and execute the Form 20A scheduled to this Agreement; and (b) hold and not sell, transfer or in any manner dispose of the Shares comprising the Units or any shares acquired on the exercise of the Warrants comprising the Units unless the sale, transfer or disposition is made in accordance with all applicable Securities Rules. 3.2 The Purchaser acknowledges and agrees that the Shares comprising the Units and any shares acquired on the exercise of the Warrants comprising the Units will be subject to such trade restrictions as may be imposed by operation of the applicable Securities Rules, and the share certificate or certificates representing the Shares comprising the Units and any shares acquired on the exercise of the Warrants comprising the Units will bear such legends as may be required by the applicable Securities Rules. The Purchaser further acknowledges and agrees that it is the Purchaser's obligation to comply with the trade restrictions in all of the applicable jurisdictions and the Company offers no advice as to those trade restrictions. 3.3 The Purchaser acknowledges that: (a) the Securities have not been registered under the U.S. Securities Act and are "restricted securities" within the meaning of Rule 144 under the U.S. Securities Act and may only be resold in accordance with the provisions of Regulation S under the U.S. Securities Act, pursuant to registration under the U.S. Securities Act, or pursuant to an available exemption from such registration. The Purchaser understands that the Company has no obligation or present intention of filing a registration statement under the U.S. Securities Act in respect of the Securities; (b) hedging transactions involving the Securities may not be conducted unless in compliance with the U.S. Securities Act; (c) there may be material tax consequences to the Purchaser of an acquisition or disposition of Securities. The Company gives no opinion and makes no representation with respect to the tax consequences to the Purchaser under United States, state, local or foreign tax law of the Purchaser's acquisition or disposition of such securities; (d) the certificates evidencing the Securities issued in this subscription will bear a legend in substantially the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO THE SHARES OR EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SAID ACT THAT IS THEN APPLICABLE TO THE SHARES, AS TO WHICH A PRIOR OPINION OF COUNSEL MAY BE REQUIRED BY THE ISSUER OR THE TRANSFER AGENT. HEDGING TRANSACTIONS MAY NOT BE CONDUCTED CONDUCTGED UNLESS IN COMPLIANCE WITH REGULATION S OF THE 1933 ACT."; and (e) the Company is required to refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S under the U.S. Securities Act, pursuant to registration under the U.S. Securities Act, or pursuant to an available exemption from such registration; and (f) any person who exercises a Warrant will be required to provide to the Company either: (i) written certification that it is not a U.S. Person and that such Warrant is not being exercised within the United States or on behalf of, or for the account or benefit of, a U.S. Person; or (ii) a written opinion of counsel or other evidence satisfactory to the Company to the effect that the Warrants and the common shares issuable on the exercise of the Warrants have been registered under the 1933 Act and applicable state securities laws or are exempt from registration thereunder. 3.4 The Company covenants and agrees with the Purchaser to file the documents necessary to be filed under the applicable Securities Rules, including Forms 20 (or the forms equivalent thereto), within the required time.