Common use of Exemption from Prospectus Requirements Clause in Contracts

Exemption from Prospectus Requirements. it understands that the Bonds are being offered for sale only on a “private placement” basis and that the sale and delivery of the Bonds are conditional upon such sale being exempt from the prospectus and registration requirements under applicable securities laws. Unless it is purchasing under paragraph 2(d), it is purchasing the Bonds as principal for its own account or for the account of a principal or beneficial purchaser (disclosed or not), not for the benefit of any other person, for investment only and not with a view to the resale or distribution of the Bonds, it is resident in or otherwise subject to applicable securities laws of the jurisdiction set out as the “Investor’s Residential Address” on the face page of this Agreement and, if the Investor is acting as agent for a disclosed beneficial purchaser, such disclosed beneficial purchaser is resident in or otherwise subject to the laws of the jurisdiction set forth on the face page in the Agreement as the “Beneficial Purchaser’s Residential Address” of the principal, and it or the disclosed beneficial purchaser it is resident in British Columbia, Alberta, Saskatchewan or Manitoba, and it has concurrently completed, signed and delivered Appendix A, AND (1) if subscribing as an “accredited investor” that is relying on categories (g), (h) or (i) of Part 2 of Exhibit 1 of Appendix A, then the Investor has completed Appendix B; AND (2) if a “close personal friend” or “close business associate” relationship is being relied upon, the Investor certifies that it has reviewed and understands the guidance respecting the meaning of the phrase “close personal friend” or “close business associate” (as applicable) set out in Appendix D; AND (3) if the Investor is resident in Saskatchewan and a “close personal friend” or “close business associate” relationship is being relied upon then the Investor has also completed Appendix E; and

Exemption from Prospectus Requirements. it understands that the Bonds Class A Common Shares are being offered for sale only on a “private placement” basis and that the sale and delivery of the Bonds Class A Common Shares are conditional upon such sale being exempt from the prospectus and registration requirements under applicable securities laws. Unless it is purchasing under paragraph 2(d), it is purchasing the Bonds Class A Common Shares as principal for its own account or for the account of a principal or beneficial purchaser (disclosed or not), not for the benefit of any other person, for investment only and not with a view to the resale or distribution of the BondsClass A Common Shares, it is resident in or otherwise subject to applicable securities laws of the jurisdiction set out as the “Investor’s Residential Address” on the face page of this Agreement and, if the Investor is acting as agent for a disclosed beneficial purchaser, such disclosed beneficial purchaser is resident in or otherwise subject to the laws of the jurisdiction set forth on the face page in the Agreement as the “Beneficial Purchaser’s Residential Address” of the principal, and it or the disclosed beneficial purchaser it is resident in British Columbia, Alberta, Saskatchewan or Manitoba, and it has concurrently completed, signed and delivered Appendix A, AND (1) if subscribing as an “accredited investor” that is relying on categories (g), (h) or (i) of Part 2 of Exhibit 1 of Appendix A, then the Investor has completed Appendix B; AND (2) if a “close personal friend” or “close business associate” relationship is being relied upon, the Investor certifies that it has reviewed and understands the guidance respecting the meaning of the phrase “close personal friend” or “close business associate” (as applicable) set out in Appendix D; AND (3) if the Investor is resident in Saskatchewan and a “close personal friend” or “close business associate” relationship is being relied upon then the Investor has also completed Appendix E; and

Exemption from Prospectus Requirements. it understands that the Bonds Class A Common Shares are being offered for sale only on a “private placement” basis and that the sale and delivery of the Bonds Class A Common Shares are conditional upon such sale being exempt from the prospectus and registration requirements under applicable securities laws. Unless it is purchasing under paragraph 2(d), it is purchasing the Bonds Class A Common Shares as principal for its own account or for the account of a principal or beneficial purchaser (disclosed or not), not for the benefit of any other person, for investment only and not with a view to the resale or distribution of the BondsClass A Common Shares, it is resident in or otherwise subject to applicable securities laws of the jurisdiction set out as the “Investor’s Residential Address” on the face page of this Agreement and, if the Investor is acting as agent for a disclosed beneficial purchaser, such disclosed beneficial purchaser is resident in or otherwise subject to the laws of the jurisdiction set forth on the face page in the Agreement as the “Beneficial Purchaser’s Residential Address” of the principal, and it or the disclosed beneficial purchaser it is resident in British Columbia, Alberta, Saskatchewan or Manitoba, Ontario and it has concurrently completed, signed and delivered Appendix A, AND (1) if subscribing as an “accredited investor” that is relying on categories (g), (h) or (i) of Part 2 of Exhibit 1 of Appendix A, then the Investor has completed Appendix B; AND (2) if a “close personal friend” or “close business associate” relationship is being relied upon, the Investor certifies that it has reviewed and understands the guidance respecting the meaning of the phrase “close personal friend” or “close business associate” (as applicable) set out in Appendix D; AND (3) if the Investor is resident in Saskatchewan and a “close personal friend” or “close business associate” relationship is being relied upon then the Investor has also completed Appendix E; and

Exemption from Prospectus Requirements. it understands that the Bonds are being offered for sale only on a “private placement” basis and that the sale and delivery of the Bonds are conditional upon such sale being exempt from the prospectus and registration requirements under applicable securities laws. Unless it is purchasing under paragraph 2(d), it is purchasing the Bonds as principal for its own account or for the account of a principal or beneficial purchaser (disclosed or not), not for the benefit of any other person, for investment only and not with a view to the resale or distribution of the Bonds, it is resident in or otherwise subject to applicable securities laws of the jurisdiction set out as the “Investor’s Residential Address” on the face page of this Agreement and, if the Investor is acting as agent for a disclosed beneficial purchaser, such disclosed beneficial purchaser is resident in or otherwise subject to the laws of the jurisdiction set forth on the face page in the Agreement as the “Beneficial Purchaser’s Residential Address” of the principal, and it or the disclosed beneficial purchaser it is resident in British Columbia, Alberta, Saskatchewan or Manitoba, and it has concurrently completed, signed and delivered Appendix A, AND (1) if subscribing as an “accredited investor” that is relying on categories (g), (h) or (i) of Part 2 of Exhibit 1 of Appendix A, then the Investor has completed Appendix B; AND (2) if a “close personal friend” or “close business associate” relationship is being relied upon, the Investor certifies that it has reviewed and understands the guidance respecting the meaning of the phrase “close personal friend” or “close business associate” (as applicable) set out in Appendix D; AND (3) if the Investor is resident in Saskatchewan and a “close personal friend” or “close business associate” relationship is being relied upon then the Investor has also completed Appendix E; and Exempt Status of Beneficial Purchaser: if it is purchasing the Bonds, not as principal under subparagraph 2(c) but is acting as agent for one or more beneficial purchasers or principals (disclosed or undisclosed), each of such beneficial purchasers or principals is purchasing as principal for its own account, not for the benefit of any other person, for investment only and not with a view to the resale or distribution of all or any of the Bonds, and each of such beneficial purchasers or principals complies with either subparagraph 2(c) (i) or (ii) hereof as applicable to it by virtue of its place of residence or by virtue of the securities laws of such place being applicable to the Investor; and Restrictions on Resale: it has been independently advised as to restrictions with respect to trading in the Bonds imposed by applicable securities legislation, confirms that no representation has been made to it by or on behalf of the Corporation with respect thereto, acknowledges that it is aware of the characteristics of the Bonds, the risks relating to an investment therein and of the fact that it may not be able to resell the Bonds except in accordance with resale restrictions and limited exemptions under applicable securities legislation and regulatory policy; and it agrees that any certificates representing the Bonds may bear a legend that expressly states that the resale of such securities is restricted; and it will not resell the Bonds except in accordance with the provisions of applicable securities legislation and stock exchange rules, if applicable; and No Representation about Future Value: no person has made to the Investor any written or oral representations (i) that any person will resell or repurchase the Bonds, (ii) that any person will refund the subscription price of the Bonds, or (iii) as to the future price or value of the Bonds, or (iv) as to the Bonds being issued pursuant to this Agreement being listed on any stock exchange; and

Exemption from Prospectus Requirements. it understands that On or prior to the Bonds are being offered for sale only on a “private placement” basis and that the sale and delivery issuance of the Bonds are conditional upon Incentive Warrants, the Executive executed and delivered a Form 45-106F12 – Risk Acknowledgement Form for Family, Friends and Business Associates in the form attached as Schedule D. The Executive hereby represents, warrants to, and covenants with, the Company (which representations, warranties and covenants will survive the issuance of the Incentive Warrants) as follows: a) no prospectus has been filed by the Company with any securities commission or similar authority, in connection with the issuance of the Incentive Warrants, and the issuance of the Incentive Warrants is subject to such sale issue being exempt from the prospectus and prospectus/registration requirements under applicable securities lawslaws and accordingly: i. the Executive is restricted from using certain of the civil remedies available under such legislation; ii. Unless the Executive may not receive information that might otherwise be required to be provided to it under such legislation; and iii. the Company is purchasing relieved from certain obligations that would otherwise apply under paragraph 2(d), it is purchasing such legislation; b) the Bonds as principal for Executive has been advised to consult its own account legal advisors with respect to the merits and risks of an investment in the Incentive Warrants and with respect to applicable resale restrictions and the Executive is solely responsible (and the Company is in no way responsible) for compliance with applicable resale restrictions; c) to the knowledge of the Executive, the issue of the Incentive Warrants was not accompanied by any advertisement; d) the Executive acknowledges and consents to the collection and retention by the Company of certain information, including personal information, regarding the Executive and the issuance of the Incentive Warrants. The Executive acknowledges and agrees that this information will be retained on the warrant register of the Company which may be available for inspection by the public. The Executive further consents and agrees to the release of this information to the securities regulatory authorities and any securities exchange the Company may become listed on, as required by law, and regulatory and exchange policies; e) the Executive is sophisticated in financial investments, has had access to and has received all such information concerning the Company that the Executive has considered necessary in connection with the issuance of the Incentive Warrants; f) no agency, governmental authority, regulatory body, stock exchange or for other entity has made any finding or determination as to the account of a principal or beneficial purchaser (disclosed or not), not for the benefit of any other person, merit for investment only and not of, nor have any such agencies or governmental authorities made any recommendation or endorsement with respect to, the Incentive Warrants; g) the Executive acknowledges that the Company may complete additional financings in the future which may have a view dilutive effect on existing shareholders at such time, including the Executive; h) to the resale or distribution knowledge of the BondsExecutive, it is resident no commission or finder’s fee was paid to any director, officer, founder, or control person of an issuer or an affiliate of the Company in connection with the issue of the Incentive Warrants; and i) the Company will rely on the representations and warranties made herein or otherwise subject provided by the Executive to the Company in completing the issue of the Incentive Warrants to the Executive. The Company hereby represents, warrants to, and covenants with, the Executive (which representations, warranties and covenants will survive the issuance of the Incentive Warrants) as follows: a) the Company has the power and authority to create, issue and deliver the Incentive Warrants; b) the Shares will, at the time of exercise of the Incentive Warrants, be duly allotted, validly issued, fully paid and non-assessable and will be free of all liens, charges and encumbrances and the Company will reserve sufficient shares in the treasury of the Company to enable it to issue the Shares; c) the Company has complied, or will comply, with all applicable securities laws in connection with the issuance of the jurisdiction set out as Incentive Warrants; d) the “Investor’s Residential Address” on Company has complied and will comply fully with the face page requirements of this Agreement andall applicable corporate and securities laws and administrative policies and directions, if the Investor is acting as agent for a disclosed beneficial purchaser, such disclosed beneficial purchaser is resident in or otherwise subject relation to the laws issuance of the jurisdiction set forth on Incentive Warrants and the face page trading of its securities; e) the issue and sale of the Incentive Warrants by the Company does not and will not conflict with, and do not and will not result in a breach of, or constitute a default under (A) any law, statute, rule or regulation applicable to the Company including, without limitation, the applicable securities laws; (B) the constating documents, articles or resolutions of the Company which are in effect at the date hereof; (C) any agreement, debt instrument, mortgage, note, indenture, instrument, lease or other document to which the Company is a party or by which it is bound; or (D) any judgment, decree or order binding the Company or the property or assets of the Company; and j) the Company shall not take any action which would be reasonably expected to result in the Agreement as the “Beneficial Purchaser’s Residential Address” delisting or suspension of the principalShares on or from the Canadian Securities Exchange or on or from any stock exchange, market or trading or quotation facility on which its common shares are listed or quoted and it or the disclosed beneficial purchaser it is resident Company shall comply, in British Columbiaall material respects, Alberta, Saskatchewan or Manitoba, with the rules and it has concurrently completed, signed and delivered Appendix A, AND (1) if subscribing as an “accredited investor” that is relying on categories (g), (h) or (i) of Part 2 of Exhibit 1 of Appendix A, then the Investor has completed Appendix B; AND (2) if a “close personal friend” or “close business associate” relationship is being relied upon, the Investor certifies that it has reviewed and understands the guidance respecting the meaning of the phrase “close personal friend” or “close business associate” (as applicable) set out in Appendix D; AND (3) if the Investor is resident in Saskatchewan and a “close personal friend” or “close business associate” relationship is being relied upon then the Investor has also completed Appendix E; andregulations thereof.