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 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 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 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