Common use of Investment Representations and Warranties Clause in Contracts

Investment Representations and Warranties. (a) The Investor is acquiring the Convertible Preferred Stock to be acquired hereunder for its own account, for investment and not with a view to the distribution thereof, and without any present intention of distributing the same. (b) The Investor understands that the Convertible Preferred Stock has not been, and will not upon issuance be, registered or qualified under the Securities Act, or any applicable state securities laws, by reason of its issuance in a transaction exempt from the registration or qualification requirements of the Securities Act and such laws, that the Convertible Preferred Stock and any Conversion Shares must be held indefinitely unless a subsequent disposition thereof is registered or qualified under the Securities Act and such laws or is exempt from such registration or qualification, and that the certificates representing the shares of Preferred Stock will carry appropriate legends with respect to the foregoing. (c) The Investor will be an "accredited investor" at the Closing within the meaning of Rule 501(a) promulgated under the Securities Act. (d) The Investor (i) has been furnished with or has had access to the information that such Investor has requested from the Company sufficient to enable the Investor to evaluate the merits and risks of an investment in the Convertible Preferred Stock, (ii) has had an opportunity to discuss with, and ask questions of, management of the Company the intended business and financial affairs of the Company, and (iii) has generally such knowledge and experience in business and financial matters so as to enable the Investor to understand and evaluate the risks of and form an investment decision with respect to its investment in the Convertible Preferred Stock. (e) The Investor has no need for liquidity in its investment in the Convertible Preferred Stock and is able to bear the economic risk of its investment in the Convertible Preferred Stock and the complete loss of all of such investment. (f) The Investor understands that there is no public market for the Convertible Preferred Stock and that the transferability of the Convertible Preferred Stock is restricted. (g) The Investor recognizes that an investment in the Company involves certain risks, and has taken full cognizance of, and understands all of, the risk factors related to the purchase of the Convertible Preferred Stock.

Investment Representations and Warranties. (a) The Shares, the Warrant and any Warrant Shares which are acquired by the Investor is acquiring the Convertible Preferred Stock to hereunder will be acquired by it hereunder for its own account, for investment and not with a view to the distribution thereof, and without nor with any present intention of distributing the same. The Investor further understands the transfer restrictions on the Shares, the Warrant and the Warrant Shares hereof in the event the Investor desires to transfer any of its Shares, the Warrant or any Warrant Shares. (b) The Investor understands that that, except as provided in Section 5 hereof, any Shares and the Convertible Preferred Stock has Warrant acquired by it hereunder have not been, and the Warrant Shares will not upon issuance be, registered under the Securities Act or registered or qualified under the Securities Act, or any applicable state securities or "blue-sky" laws, by reason of its their issuance in a transaction exempt from the registration or and/or qualification requirements of the Securities Act thereof, and such laws, that the Convertible Preferred Stock and any Conversion Shares they must be held indefinitely unless a subsequent disposition thereof is registered or qualified under the Securities Act and such or registered or qualified under any applicable state securities or "blue-sky" laws or is exempt from such registration or and/or qualification, and that the certificates representing the shares of Preferred Stock will carry appropriate legends with respect to the foregoing. (c) The Investor will be an "accredited investor" at understands that the Closing within exemption from registration afforded by Rule 144 (the meaning provisions of Rule 501(awhich are known to the Investor) promulgated under the Securities ActAct depends on the satisfaction of various conditions and that, if applicable, Rule 144 may only afford the basis for sales under certain circumstances and only in limited amounts. (d) The Investor (i) acknowledges that it has been furnished met with or has had access to the information that such Investor has requested from the Company sufficient to enable the Investor to evaluate the merits and risks of an investment in the Convertible Preferred Stock, (ii) has had an opportunity to discuss with, and ask questions of, management representatives of the Company and has had the intended business opportunity to ask questions and financial affairs receive answers concerning the terms and conditions of the Companyoffering of the Shares, the Warrant and the Warrant Shares, and (iii) to obtain any additional information which the Company possessed or could acquire without unreasonable effort or expense, and has generally such knowledge and experience in business and financial matters so and with respect to such investments as to enable the Investor to understand and evaluate the risks of such investment and form an investment decision with respect to its investment in the Convertible Preferred Stockthereto. (e) The Investor has no need for liquidity in its investment in the Convertible Preferred Stock Company, and is able to bear the economic risk of its such investment in the Convertible Preferred Stock for an indefinite period and the to afford a complete loss of all of such investmentthereof. (f) The Investor understands that there is no public market for an "accredited investor" as such term is defined in Rule 501 (the Convertible Preferred Stock and that provisions of which are known to the transferability of Investor) promulgated under the Convertible Preferred Stock is restrictedSecurities Act. (g) The Investor recognizes has not been formed solely for the purpose of effecting its investment hereunder. (h) The Investor acknowledges that an investment in the Company involves securities laws and state fiduciary laws impose certain risks, and has taken full cognizance of, and understands all of, the risk factors related to the purchase obligations on persons who trade on or divulge material non-public information of the Convertible Preferred Stockpublicly traded companies.

Investment Representations and Warranties. Each Shareholder hereby ----------------------------------------- represents and warrants as indicated below: (a) The Investor Each individual Shareholder has reviewed, completed and executed Schedule 1 hereto which is acquiring incorporated herein and made a part hereof by this reference, and the Convertible Preferred Stock to be acquired hereunder for its own account, for investment and not with a view information provided to the distribution thereof, Company in such Schedule 1 is complete and without any present intention of distributing the sameaccurate. (b) The Investor understands that the Convertible Preferred Stock has not been, and will not upon issuance be, registered or qualified under the Securities Act, or any applicable state securities laws, by By reason of its issuance its, his or her business or financial experience, each such Shareholder has such knowledge and experience in a transaction exempt from the registration or qualification requirements of the Securities Act financial and such laws, that the Convertible Preferred Stock and any Conversion Shares must be held indefinitely unless a subsequent disposition thereof is registered or qualified under the Securities Act and such laws or is exempt from such registration or qualification, and that the certificates representing the shares of Preferred Stock will carry appropriate legends with respect to the foregoing. (c) The Investor will be an "accredited investor" at the Closing within the meaning of Rule 501(a) promulgated under the Securities Act. (d) The Investor (i) has been furnished with or has had access to the information business matters that such Investor has requested from the Company sufficient to enable the Investor to evaluate Shareholder is capable of evaluating the merits and risks of an investment in the Convertible Preferred Stock, (ii) has had Company and of making an opportunity to discuss with, and ask questions of, management of the Company the intended business and financial affairs of the Company, and (iii) has generally such knowledge and experience in business and financial matters so as to enable the Investor to understand and evaluate the risks of and form an informed investment decision with respect thereto, and has the capacity to its investment protect its, his or her interests in connection with its, his or her purchase of the Convertible Preferred StockShares. (ec) The Investor Each Shareholder has adequate means of providing for current needs and personal contingencies, has no need for liquidity in its investment in the Convertible Preferred Stock investment, and is able to bear the economic risk of its an investment in the Convertible Preferred Stock Company of the size contemplated. (d) Each Shareholder will purchase his or its Shares for his or its own account and for investment purposes only, and such Shareholder is not purchasing the Shares with a view to or for sale in connection with any distribution, resale or disposition of such Shares. (e) The information provided in this Section (including without limitation the information set forth in Schedule 1 hereto) may be relied upon in determining whether the offering in which each such Shareholder proposes to participate is exempt from registration under the Securities Act, and applicable state securities laws and the complete loss of all of such investmentrules promulgated thereunder. (f) The Investor understands that there is no public market for Each Shareholder will notify the Convertible Preferred Stock and that Company immediately of any material changes to the transferability of the Convertible Preferred Stock is restrictedinformation given by such Shareholder in this Section. (g) The Investor recognizes that an Each Shareholder such has a high degree of familiarity with the business and operations of the Company and understands and has evaluated the merits and risks inherent in any investment in the Shares. (h) Each Shareholder is relying solely upon his or its own knowledge of the Company involves certain risks, and has taken full cognizance ofits prospects for the purpose of making his decision to purchase the Shares, and understands all ofthat no person has been authorized in connection with this offering to make any representations, and any representations given or made, must not be relied upon as having been authorized by the risk factors related to the purchase of the Convertible Preferred StockCompany.

Investment Representations and Warranties. (a) The Investor is acquiring the Convertible shares of Preferred Stock to be being purchased by it hereunder are being acquired hereunder for its own account, for the purpose of investment and not with a view to the or for sale in connection with any public resale or distribution thereof, and without any present intention thereof in violation of distributing the sameapplicable securities laws. (b) The Investor understands that the Convertible Preferred Stock has not been, and will not upon issuance be, registered or qualified under the Securities Act, or any applicable state securities laws, by reason of its issuance in a transaction exempt from the registration or qualification requirements of the Securities Act and such laws, that the Convertible Preferred Stock and any Conversion Shares must be held indefinitely unless a subsequent disposition thereof It is registered or qualified under the Securities Act and such laws or is exempt from such registration or qualification, and that the certificates representing the shares of Preferred Stock will carry appropriate legends with respect to the foregoing. (c) The Investor will be an "accredited investor" at the Closing within the meaning of Rule 501(a) promulgated under the Securities Act. (dc) The Investor It (i) has been furnished with or has had full access to all of the information that such Investor it considers necessary or appropriate to make an informed investment decision with respect to the shares of Preferred Stock and that it has requested from the Company sufficient to enable the Investor to evaluate the merits and risks of an investment in the Convertible Preferred StockCompany, (ii) has had an opportunity to discuss with, and ask questions of, with management of the Company the intended business and financial affairs of the CompanyCompany and to obtain information (to the extent the Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify, any information furnished to it or to which it had access, and (iii) can bear the economic risk of such investment in the Preferred Stock, has generally such knowledge and experience in business and financial matters so as to enable the Investor it to understand and evaluate the risks of and form an investment decision with respect to its investment in the Convertible Preferred StockStock and to protect its own interests in connection with such investment. (ed) The Investor It has no need for liquidity in its investment in the Convertible shares of Preferred Stock and is able to bear the economic risk of its investment in the Convertible shares of Preferred Stock and the complete loss of all of such investment. (fe) The Investor It understands that there is no public market for the Convertible Preferred Stock and that the transferability of the Convertible shares of Preferred Stock is restricted, and that such restrictions will be reflected in an appropriate legend on the instruments representing the shares of Preferred Stock. (gf) The Investor It recognizes that an investment in the Company involves certain risks, risks and has taken full cognizance of, and understands all of, the risk factors risks related to the purchase of the Convertible shares of Preferred Stock. It further acknowledges and understands that no federal or state agency has made any recommendation or endorsement of the Preferred Stock or any finding or determination as to the fairness of the investment therein.

Investment Representations and Warranties. The Shareholder is the lawful and record and beneficial owner of, and has good and marketable title to, all of the Outstanding Shares of the Company and such Shareholder has the full legal capacity, power and authority to vote such Shares and transfer and otherwise dispose of such Shares and any and all rights and benefits incident to the ownership thereof free and clear of all Liens, and there are no Contracts between such Shareholder and the Company and/or any other Person with respect to the voting, sale or other disposition of such Shares or any other matter relating to such Shares. (a) The Investor Shareholder understands that the shares of Stock being issued to him hereunder (the “Securities”) are “restricted securities” and have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities law and is acquiring the Convertible Preferred Stock to be acquired hereunder such Securities as principal for its his own account, account for investment purposes only and not with a view to the distribution or for distributing or reselling such Securities or any part thereof, and without any has no present intention of distributing any of such Securities and has no arrangement or understanding with any other persons regarding the samedistribution of such Securities. The Shareholder does not have any agreement or understanding, directly or indirectly, with any person to distribute any of the Securities. Shareholder understands that the Securities are being issued to him/her in a transaction that is intended to qualify for an exemption from the registration requirements of the Securities Act which depends, in part, upon Shareholder’s investment intent in purchasing the Securities. (b) The Investor understands that the Convertible Preferred Stock Shareholder, either alone or together with his/her representatives, has not beensuch knowledge, and will not upon issuance be, registered or qualified under the Securities Act, or any applicable state securities laws, by reason of its issuance in a transaction exempt from the registration or qualification requirements of the Securities Act and such laws, that the Convertible Preferred Stock and any Conversion Shares must be held indefinitely unless a subsequent disposition thereof is registered or qualified under the Securities Act and such laws or is exempt from such registration or qualification, and that the certificates representing the shares of Preferred Stock will carry appropriate legends with respect to the foregoing. (c) The Investor will be an "accredited investor" at the Closing within the meaning of Rule 501(a) promulgated under the Securities Act. (d) The Investor (i) has been furnished with or has had access to the information that such Investor has requested from the Company sufficient to enable the Investor to evaluate the merits and risks of an investment in the Convertible Preferred Stock, (ii) has had an opportunity to discuss with, and ask questions of, management of the Company the intended business and financial affairs of the Company, and (iii) has generally such knowledge sophistication and experience in business and financial matters so as to enable be capable of evaluating the Investor to understand merits and evaluate the risks of and form an investment decision with respect to its the prospective investment in the Convertible Preferred Stock. (e) The Investor Securities, and has no need for liquidity in its investment in so evaluated the Convertible Preferred Stock merits and risks of such investment. Shareholder is able to bear the economic risk of its an investment in the Convertible Preferred Stock and Securities and, at the present time, is able to afford a complete loss of all of such investment. (fc) The Investor understands that there Shareholder is no public market for not acquiring the Convertible Preferred Stock and that Securities as a result of any advertisement, article, notice or other communication regarding the transferability of the Convertible Preferred Stock is restrictedSecurities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement. (gd) The Investor recognizes Shareholder acknowledges that an investment in it has been afforded (i) the Company involves certain risks, and opportunity to ask such questions as it has taken full cognizance deemed necessary of, and understands all ofto receive answers from, representatives of the risk factors related Buyer concerning the terms and conditions of the issuance of the Securities and the merits and risks of acquiring the Securities; (ii) access to information about the Buyer and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Buyer possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the purchase of the Convertible Preferred Stockinvestment.

Investment Representations and Warranties. Since a portion of the Closing Payment is to be paid by issuing shares of ABFS Common Stock to the Shareholders, the Shareholders further represent, warrant and covenant as follows: (a) The Investor Each Shareholder is acquiring the Convertible Preferred Stock to be acquired hereunder for its own account, for investment and not with a view to the distribution thereof, and without any present intention of distributing the same. (b) The Investor understands that the Convertible Preferred Stock has not been, and will not upon issuance be, registered or qualified under the Securities Act, or any applicable state securities laws, by reason of its issuance in a transaction exempt from the registration or qualification requirements of the Securities Act and such laws, that the Convertible Preferred Stock and any Conversion Shares must be held indefinitely unless a subsequent disposition thereof is registered or qualified under the Securities Act and such laws or is exempt from such registration or qualification, and that the certificates representing the shares of Preferred Stock will carry appropriate legends with respect to the foregoing. (c) The Investor will be an "accredited investor" at the Closing within the meaning of Rule 501(a502(a) promulgated under the Securities Act of 1933, as amended (the "Securities Act. (d) The Investor "). Each Shareholder understands the risks of, and other considerations relating to, the receipt of ABFS Common Stock as part of the Closing Payment. Each Shareholder, by reason of his business and financial experience, together with the business and financial experience of those persons, if any, retained by him to represent or advise him with respect to his investment in the shares of ABFS Common Stock, (i) has been furnished with or has had access to the information such knowledge, sophistication and experience in financial and business matters and in making investment decisions of this type, that such Investor has requested from the Company sufficient to enable the Investor to evaluate he is capable of evaluating the merits and risks of an investment in the Convertible Preferred StockBuyer and of making an informed investment decision, (ii) is capable of protecting his own interests or has engaged representatives or advisors to assist him in protecting his interests and (iii) is capable of bearing the economic risk of such an investment. (b) The shares of ABFS Common Stock to be issued to each Shareholder will be acquired by each Shareholder for his own account for investment only and not with a view to a distribution thereof, in whole or in part. Each Shareholder confirms that all documents, records and books pertaining to an investment in the Buyer and requested by any Shareholder have been made available or delivered to such Shareholder. Each Shareholder has had an opportunity to discuss withask questions of and receive answers from the Buyer or from a person or persons acting on the Buyer's behalf, concerning the terms and conditions of the transaction contemplated by this Agreement and his acquisition of shares of ABFS Common Stock. Each Shareholder has relied upon, and ask questions ofis making his investment decisions solely upon such information as has been provided to such Shareholder by the Buyer. (c) Each Shareholder acknowledges the Securities Act or state securities laws by reason of a specific exemption or exemptions from registration under the Securities Act and applicable state securities laws, management (ii) the Buyer's reliance on such exemptions is predicated in part on the accuracy and completeness of the Company the intended business representations and financial affairs warranties of the Companyeach Shareholder contained herein, and (iii) has generally such knowledge shares of ABFS Common Stock, therefore, cannot be resold unless registered under the Securities Act and experience in business applicable state securities laws, or unless an exemption form registration is available and financial matters so as to enable (iv) the Investor to understand and evaluate the risks of and form an investment decision with respect to its investment in the Convertible Preferred Stock. (e) The Investor Buyer has no need obligation or intention to register such shares of ABFS Common Stock for liquidity resale under the Securities Act or any state securities laws or to take any action that would make available any exemption from the registration requirements of such laws. Each Shareholder hereby acknowledges that because of the restrictions on transfer or assignment of such shares of ABFS Common Stock to be issued hereunder which are set forth in its investment in the Convertible Preferred Stock and is able this Agreement, such Shareholder may have to bear the economic risk of its the investment in the Convertible Preferred commitment evidenced by this Agreement and any shares of ABFS Common Stock and the complete loss received hereby for an indefinite period of all of such investmenttime. (fd) The Investor understands that there address set forth for each Shareholder in Section 12.8 hereof is no public market for the Convertible Preferred Stock and that the transferability address of the Convertible Preferred Stock Shareholder's principal residence and no Shareholder has any present intention of becoming a resident of any country, state or jurisdiction other than the country and state in which his principal residence is restrictednow sited. (g) The Investor recognizes that an investment in the Company involves certain risks, and has taken full cognizance of, and understands all of, the risk factors related to the purchase of the Convertible Preferred Stock.

Investment Representations and Warranties. The Seller is the lawful and record and beneficial owner of, and has good and marketable title to, all of the Outstanding Capital Stock owned by such Seller as set forth on Schedule 3.3(a), and such Seller has the full legal capacity, power and authority to vote such Capital Stock and transfer and otherwise dispose of such Capital Stock and any and all rights and benefits incident to the ownership thereof free and clear of all Liens, and there are no Contracts between such Seller and the Company and/or any other Person with respect to the voting, sale or other disposition of such Capital Stock or any other matter relating to such Capital Stock. (a) The Investor Seller understands that the shares of Parent Stock being issued to him hereunder (the "Securities") are "restricted securities" and have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any applicable state securities law and is acquiring the Convertible Preferred Stock to be acquired hereunder such Securities as principal for its his own account, account for investment purposes only and not with a view to the distribution or for distributing or reselling such Securities or any part thereof, and without any has no present intention of distributing any of such Securities and has no arrangement or understanding with any other persons regarding the samedistribution of such Securities. Seller does not have any agreement or understanding, directly or indirectly, with any person to distribute any of the Securities. Seller understands that the Securities are being issued to him/her in a transaction that is intended to qualify for an exemption from the registration requirements of the Securities Act which depends, in part, upon Seller's investment intent in purchasing the Securities. (b) The Investor understands that the Convertible Preferred Stock Seller, either alone or together with his/her representatives, has not beensuch knowledge, and will not upon issuance be, registered or qualified under the Securities Act, or any applicable state securities laws, by reason of its issuance in a transaction exempt from the registration or qualification requirements of the Securities Act and such laws, that the Convertible Preferred Stock and any Conversion Shares must be held indefinitely unless a subsequent disposition thereof is registered or qualified under the Securities Act and such laws or is exempt from such registration or qualification, and that the certificates representing the shares of Preferred Stock will carry appropriate legends with respect to the foregoing. (c) The Investor will be an "accredited investor" at the Closing within the meaning of Rule 501(a) promulgated under the Securities Act. (d) The Investor (i) has been furnished with or has had access to the information that such Investor has requested from the Company sufficient to enable the Investor to evaluate the merits and risks of an investment in the Convertible Preferred Stock, (ii) has had an opportunity to discuss with, and ask questions of, management of the Company the intended business and financial affairs of the Company, and (iii) has generally such knowledge sophistication and experience in business and financial matters so as to enable be capable of evaluating the Investor to understand merits and evaluate the risks of and form an investment decision with respect to its the prospective investment in the Convertible Preferred Stock. (e) The Investor Securities, and has no need for liquidity in its investment in so evaluated the Convertible Preferred Stock merits and risks of such investment. Seller is able to bear the economic risk of its an investment in the Convertible Preferred Stock and Securities and, at the present time, is able to afford a complete loss of all of such investment. (fc) The Investor understands that there Seller is no public market for not acquiring the Convertible Preferred Stock and that Securities as a result of any advertisement, article, notice or other communication regarding the transferability of the Convertible Preferred Stock is restrictedSecurities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement. (gd) The Investor recognizes Seller acknowledges that an investment in it has been afforded (i) the Company involves certain risks, and opportunity to ask such questions as it has taken full cognizance deemed necessary of, and understands all ofto receive answers from, representatives of the risk factors related Buyer concerning the terms and conditions of the issuance of the Securities and the merits and risks of acquiring the Securities; (ii) access to information about the Buyer and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Buyer possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the purchase of the Convertible Preferred Stockinvestment.

Investment Representations and Warranties. (a) The Investor is acquiring the Convertible Preferred shares of Common Stock to be being acquired by him hereunder are being acquired for its his own account, for the purpose of investment and not with a view to the or for sale in connection with any public resale or distribution thereof, and without any present intention thereof in violation of distributing the sameapplicable securities laws. (b) The Investor understands that the Convertible Preferred Stock has not been, and will not upon issuance be, registered or qualified under the Securities Act, or any applicable state securities laws, by reason of its issuance in a transaction exempt from the registration or qualification requirements of the Securities Act and such laws, that the Convertible Preferred Stock and any Conversion Shares must be held indefinitely unless a subsequent disposition thereof He is registered or qualified under the Securities Act and such laws or is exempt from such registration or qualification, and that the certificates representing the shares of Preferred Stock will carry appropriate legends with respect to the foregoing. (c) The Investor will be an "accredited investorInvestor" at the Closing within the meaning of Rule 501(a) promulgated under the Securities ActAct of 1933, as amended. (c) The Investor is a resident of, or is otherwise subject to, the jurisdiction referred to in its address set forth in Schedule A, which address is the place of residence of place or business of the Investor and not created or used solely for the purpose of acquiring the shares of Common Stock hereunder. (d) The Investor (i) has been furnished with or has had access to completed and executed the information that such Investor has requested from Certificate attached hereto as Schedule B and hereby confirms the Company sufficient to enable truth and accuracy of all statements made therein by the Investor to evaluate the merits and risks of an investment in the Convertible Preferred Stock, (ii) has had an opportunity to discuss with, and ask questions of, management of the Company the intended business and financial affairs of the Company, and (iii) has generally such knowledge and experience in business and financial matters so as to enable the Investor to understand and evaluate the risks of and form an investment decision with respect to its investment in the Convertible Preferred StockInvestor. (e) The Investor has no need for liquidity in its investment in understands and acknowledges that the Convertible Preferred shares of Common Stock and is able acquired hereunder will be subject to bear the economic risk of its investment in the Convertible Preferred Stock certain resale restrictions under applicable securities laws and the complete loss rules and policies of all the TSX Venture Exchange and the Investor agrees to comply with such restrictions. The Investor also acknowledges that the certificates for the shares of Common Stock may bear a legend respecting restrictions or transfers as required under applicable securities laws, that he has been advised to consult his own legal advisors with respect to applicable resale restrictions and that it is solely responsible for complying with such investmentrestrictions. (f) The Investor understands that acknowledges that: (i) no securities commission or similar regulatory authority has reviewed or passed on the merits of the shares of Common Stock; (ii) there is no public market for government or other insurance covering the Convertible Preferred Stock and that the transferability shares of the Convertible Preferred Stock is restricted.Common Stock; (giii) The Investor recognizes that an investment in the Company involves certain risks, and has taken full cognizance of, and understands all of, the risk factors related to there are risks associated with the purchase of the Convertible Preferred shares of Common Stock; (iv) there are restrictions on the Investor's ability to resell the shares of Common Stock and it is the responsibility of the Investor to find out what those restrictions are and to comply with them before selling the shares of Common Stock; and (v) the Company has advised the Investor that the Company is relying on an exemption under applicable Canadian securities laws from the requirements to provide the Investor with a prospectus and to sell shares of Common Stock through a person registered to sell securities under the securities legislation of British Columbia and the Investor's jurisdiction of residence and, as a consequence of acquiring the shares of Common Stock pursuant to these exemptions, certain protections, rights and remedies provided by securities legislation, including statutory rights of rescission or damages under Canadian law, will not be available to the Investor.

Investment Representations and Warranties. Seller (each an “Investor” for purposes of this Section 3.18 only) each represent and warrant to Buyer, with respect to its investment in, and receipt of, the Shares hereunder, that: (a) The Investor is acquiring investing in the Convertible Preferred Common Stock to be acquired hereunder for its own account, for investment account and not with a present view to toward the public sale or distribution thereof, and without any present intention of distributing except pursuant to sales registered or exempted from registration under the sameSecurities Act. (b) The Investor understands that the Convertible Preferred Stock has not been, and will not upon issuance be, registered or qualified under the Securities Act, or any applicable state securities laws, by reason of its issuance in a transaction exempt from the registration or qualification requirements of the Securities Act and such laws, that the Convertible Preferred Stock and any Conversion Shares must be held indefinitely unless a subsequent disposition thereof is registered or qualified under the Securities Act and such laws or is exempt from such registration or qualification, and that the certificates representing the shares of Preferred Stock will carry appropriate legends with respect to the foregoing. (c) The Investor will be an "“accredited investor" at the Closing within the meaning of ” as defined in Rule 501(a) of Regulation D, promulgated under the Securities Act. (c) The Investor understands that the Common Stock is being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that Buyer is relying upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Common Stock. (d) The Investor (i) has and its advisors, if any, have been furnished with or has had access all materials relating to the information business, finances and operations of Buyer, and materials relating to the offer and sale of the Common Stock, that such Investor has have been requested from the Company sufficient to enable by the Investor to evaluate or its advisors, if any. The Investor and its advisors, if any, have been afforded the merits and risks of an investment in the Convertible Preferred Stock, (ii) has had an opportunity to discuss with, and ask questions of, management of the Company the intended business Buyer. The Investor acknowledges and financial affairs of the Company, and (iii) has generally such knowledge and experience in business and financial matters so as to enable the Investor to understand and evaluate the risks of and form an investment decision with respect to understands that its investment in the Convertible Preferred StockCommon Stock involves a significant degree of risk. (e) The Investor understands that no United States federal or state agency, or any other government or governmental agency, has no need for liquidity in its passed upon or made any recommendation or endorsement of the Common Stock or an investment in the Convertible Preferred Stock and is able to bear the economic risk of its investment in the Convertible Preferred Stock and the complete loss of all of such investmenttherein. (f) The Investor understands that there that: (i) the Common Stock has not been, and is no public market not being, registered under the Securities Act or any applicable state securities laws and, consequently, the Investor may have to bear the risk of owning the Common Stock for an indefinite period of time because the Convertible Preferred Common Stock may not be transferred unless (A) the resale of the Common Stock is registered pursuant to an effective registration statement under the Securities Act, (B) the Investor has delivered to the Company an opinion of counsel (in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the transferability Common Stock to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, (C) the Common Stock is sold or transferred pursuant to Rule 144, promulgated under the Securities Act (“Rule 144”), or (D) the Common Stock is sold or transferred to an affiliate (as defined in Rule 144) of the Convertible Preferred Investor; (ii) any sale of the Common Stock made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and, if Rule 144 is restrictednot applicable, any resale of the Common Stock under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act, or the rules and regulations of the SEC thereunder; and (iii) neither Buyer nor any other person is under any obligation to register the Common Stock under the Securities Act or any state securities laws or to comply with the- terms and conditions of any exemption thereunder. (g) The Investor recognizes understands that an investment in until (a) the Company involves certain risks, and Common Stock may be sold by the Investor under Rule 144 or (b) such time as the resale of the Common Stock has taken full cognizance of, and understands all ofbeen registered under the Securities Act, the risk factors related to certificates representing the purchase Common Stock will bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the Convertible Preferred certificates for such Common Stock): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS, OR UNLESS OFFERED, SOLD OR TRANSFERRED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS.

Investment Representations and Warranties. (a) The Any Shares or Warrant Shares which are acquired by such Investor is acquiring the Convertible Preferred Stock to hereunder will be acquired by it hereunder for its own account, for investment and not with a view to the distribution thereof, and without nor with any present intention of distributing the same. Such Investor further understands the transfer restrictions on the Shares and Warrant Shares hereof in the event the Investor desires to transfer any of its Shares and Warrant Shares. (b) The Such Investor understands that the Convertible Preferred Stock has that, except as provided in Section 5 hereof, any Shares acquired by it hereunder have not been, and any shares of Common Stock issuable upon exercise by such Investor of its rights under any Warrant, will not upon issuance be, registered under the Securities Act or registered or qualified under the Securities Act, or any applicable state securities or "blue-sky" laws, by reason of its their issuance in a transaction exempt from the registration or and/or qualification requirements of the Securities Act thereof, and such laws, that the Convertible Preferred Stock and any Conversion Shares they must be held indefinitely unless a subsequent disposition thereof is registered or qualified under the Securities Act and such or registered or qualified under any applicable state securities or "blue-sky" laws or is exempt from such registration or and/or qualification, and that the certificates representing the shares of Preferred Stock will carry appropriate legends with respect to the foregoing. (c) The Such Investor will be an "accredited investor" at understands that the Closing within exemption from registration afforded by Rule 144 (the meaning provisions of Rule 501(awhich are known to the Investor) promulgated under the Securities ActAct depends on the satisfaction of various conditions and that, if applicable, Rule 144 may only afford the basis for sales under certain circumstances and only in limited amounts. (d) The Such Investor (i) has been furnished with or has had access to the information acknowledges that such Investor has requested from the Company sufficient to enable the Investor to evaluate the merits and risks of an investment in the Convertible Preferred Stock, (ii) has had an opportunity to discuss with, and ask questions of, management met with representatives of the Company and has had the intended business opportunity to ask questions and financial affairs receive answers concerning the terms and conditions of the Companyoffering of the Shares and Warrant Shares, and (iii) to obtain any additional information which the Company possessed or could acquire without unreasonable effort or expense, and has generally such knowledge and experience in business and financial matters so and with respect to such investments as to enable the Investor to understand and evaluate the risks of such investment and form an investment decision with respect to its investment in the Convertible Preferred Stockthereto. (e) The Such Investor has no need for liquidity in its investment in the Convertible Preferred Stock Company, and is able to bear the economic risk of its such investment in the Convertible Preferred Stock for an indefinite period and the to afford a complete loss of all of such investmentthereof. (f) The Such Investor understands that there is no public market for an "accredited investor" as such term is defined in Rule 501 (the Convertible Preferred Stock and that provisions of which are known to the transferability of Investor) promulgated under the Convertible Preferred Stock is restrictedSecurities Act. (g) The Such Investor recognizes has not been formed solely for the purpose of effecting its investment hereunder. (h) Such Investor acknowledges that an investment in the Company involves securities laws and state fiduciary laws impose certain risks, and has taken full cognizance of, and understands all of, the risk factors related to the purchase obligations on persons who trade on or divulge material non-public information of the Convertible Preferred Stockpublicly traded companies.

Investment Representations and Warranties. (a) The Investor is acquiring the Convertible Preferred Stock to be Units being purchased by it hereunder are being acquired hereunder for its own account, for the purpose of investment and not with a view to the or for sale in connection with any distribution thereof, and without any present intention of distributing the same. (b) The Investor understands that the Convertible Preferred Stock has not been, and will not upon issuance be, registered or qualified under the Securities Act, or any applicable state securities laws, by reason of its issuance in a transaction exempt from the registration or qualification requirements of the Securities Act and such laws, that the Convertible Preferred Stock and any Conversion Shares must be held indefinitely unless a subsequent disposition thereof It is registered or qualified under the Securities Act and such laws or is exempt from such registration or qualification, and that the certificates representing the shares of Preferred Stock will carry appropriate legends with respect to the foregoing. (c) The Investor will be an "accredited investor" at the Closing within the meaning of Rule 501(a) promulgated under the Securities Act, and a "qualified institutional buyer" within the meaning of Rule 144A promulgated under the Securities Act ("QIB"). (dc) The Investor It (iA) has been furnished with or has had full access to all of the information that such Investor it considers necessary or appropriate to make an informed investment decision with respect to the Units and that it has requested from the Company sufficient to enable the Investor to evaluate the merits and risks of an investment in the Convertible Preferred StockCompany, (iiB) has had an opportunity to discuss with, and ask questions of, with management of the Company the intended business and financial affairs of the CompanyCompany and to obtain information (to the extent the Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify, any information furnished to it or to which it had access and (iiiC) can bear the economic risk of such investment in the Preferred Stock, has generally such knowledge and experience in business and financial matters so as to enable the Investor it to understand and evaluate the risks of and form an investment decision with respect to its investment in the Convertible Preferred StockStock and to protect its own interests in connection with such investment. (ed) The Investor It has no need for liquidity in its investment in the Convertible Preferred Stock Units and is able to bear the economic risk of its investment in the Convertible Preferred Stock Units and the complete loss of all of such investment. (fe) The Investor It understands that there is no public market for the Convertible Preferred Stock and that the transferability of the Convertible shares of Preferred Stock is restricted, and that such restrictions will be reflected in an appropriate legend on the instruments representing the shares of Preferred Stock. (gf) The Investor It recognizes that an investment in the Company involves certain risks, risks and has taken full cognizance of, and understands all of, the risk factors risks related to the purchase of the Convertible shares of Preferred Stock. It further acknowledges and understands that no federal or state agency has made any recommendation or endorsement of the Preferred Stock or any finding or determination as to the fairness of the investment therein. (g) All negotiations relating to this Agreement and the transactions contemplated hereby have been carried on without the intervention of any person acting on behalf of such Purchaser in such manner as to give rise to any valid claim for any brokerage or finder's commission, fee, or similar compensation.