Common use of Investors Outside of Canada Clause in Contracts

Investors Outside of Canada. If the Investor is resident in a jurisdiction outside of Canada it acknowledges and certifies that: (a) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares; (b) there is no government or other insurance covering the Shares; (c) there are risks associated with the purchase of the Shares; (d) there are restrictions on the Investor’s ability to resell the Shares and it is the responsibility of the Investor to determine what those restrictions are and to comply with them before selling the Shares; and (e) the Issuer has advised the Investor that the Issuer is relying on an exemption from the requirements to provide the Investor with a prospectus and to sell the Shares through a person registered to sell the Shares under Applicable Securities Laws and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by Applicable Securities Laws, including statutory rights of rescission or damages, will not be available to the Investor; (f) the Investor is knowledgeable of securities legislation having application or jurisdiction over the Investor and the Offering (other than the laws of Canada and the United States) which would apply to this subscription; (g) the Investor is purchasing the Shares pursuant to exemptions from any prospectus, registration or similar requirements under the laws of that International Jurisdiction and or, if such is not applicable, the Investor is permitted to purchase the Investor’s Shares, and the Issuer has no filing obligations in the International Jurisdiction; (h) no laws in the International Jurisdiction require the Issuer to make any filings or seek any approvals of any kind whatsoever from any regulatory authority of any kind whatsoever in the International Jurisdiction; (i) the Shares are being acquired for investment only and not with a view to resale and distribution within the International Jurisdiction; and (j) if it is a resident of the United Kingdom then it complies with the provisions of §5.1 of this Subscription Agreement as if it were a resident of British Columbia and it is a person of the described in Article 11(3) of the Financial Services Act, 1986 (Investment Advertisements) (Exemptions) Order 1996, as amended, and is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purpose of its business.

Investors Outside of Canada. (U.S. Investors see also section 6.3(k)) If the Investor is resident in a jurisdiction outside of Canada (including the United States) it acknowledges and certifies that: (a) no securities commission or similar regulatory authority has reviewed or passed on the merits of the SharesUnits; (b) there is no government or other insurance covering the SharesUnits; (c) there are risks associated with the purchase of the SharesUnits; (d) there are restrictions on the Investor’s 's ability to resell the Shares Units, and it is the responsibility of the Investor to determine what those restrictions are and to comply with them before selling the Shares; andUnits; (e) the Issuer Corporation has advised the Investor that the Issuer Corporation is relying on an exemption from the requirements to provide the Investor with a prospectus and to sell the Shares Units through a person registered to sell the Shares Units under Applicable Securities Laws and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by Applicable Securities Laws, including statutory rights of rescission or damages, will not be available to the Investor; (f) the Investor is knowledgeable of securities legislation having in the Investor's jurisdiction of residence that may have application or jurisdiction over the Investor and or the Offering (other than the laws of Canada and the United States) which would apply to this subscriptionsubscription and is satisfied that the Corporation and the Investor will not breach such laws by completing the transaction contemplated hereby; (g) the Investor is purchasing the Shares Units pursuant to exemptions from any prospectus, registration or similar requirements under the laws of that such Investor's International Jurisdiction and or, if such is not applicable, the Investor is permitted to purchase the Investor’s Shares's Units, and to the Issuer investor's knowledge the Corporation has no filing obligations in the International Jurisdiction; (h) no laws in the International Jurisdiction require the Issuer Corporation to make any filings or seek any approvals of any kind whatsoever from any regulatory authority of any kind whatsoever in the International Jurisdiction; (i) the Shares Units are being acquired for investment only and not with a view to resale and or distribution within the International Jurisdiction; and (j) if it the Investor is a resident of the United Kingdom then it complies with the provisions of §Section 5.1 of this Subscription Agreement as if it were a resident of British Columbia and it is a person of the kind described in Article 11(3) of the Financial Services Act, 1986 (Investment Advertisements) (Exemptions) Order 1996, as amended, and is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purpose of its business.

Investors Outside of Canada. If the Investor is resident in a jurisdiction outside of Canada it acknowledges and certifies that: (a) no securities commission or similar regulatory authority has reviewed or passed on the merits of the SharesNotes; (b) there is no government or other insurance covering the SharesNotes; (c) there are risks associated with the purchase of the SharesNotes; (d) there are restrictions on the Investor’s ability to resell the Shares Notes and it is the responsibility of the Investor to determine what those restrictions are and to comply with them before selling the SharesNotes; and (e) the Issuer has advised the Investor that the Issuer is relying on an exemption from the requirements to provide the Investor with a prospectus and to sell the Shares Notes through a person registered to sell the Shares Notes under Applicable Securities Laws and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by Applicable Securities Laws, including statutory rights of rescission or damages, will not be available to the Investor; (f) the Investor is knowledgeable of securities legislation having application or jurisdiction over the Investor and the Offering (other than the laws of Canada and the United States) which would apply to this subscription; (g) the Investor is purchasing the Shares Notes pursuant to exemptions from any prospectus, registration or similar requirements under the laws of that International Jurisdiction and or, if such is not applicable, the Investor is permitted to purchase the Investor’s SharesNotes, and the Issuer has no filing obligations in the International Jurisdiction; (h) no laws in the International Jurisdiction require the Issuer to make any filings or seek any approvals of any kind whatsoever from any regulatory authority of any kind whatsoever in the International Jurisdiction; (i) the Shares Notes are being acquired for investment only and not with a view to resale and distribution within the International Jurisdiction; and (j) if it is a resident of the United Kingdom then it complies with the provisions of §5.1 7.1 of this Subscription Agreement as if it were a resident of British Columbia and it is a person of the described in Article 11(3) of the Financial Services Act, 1986 (Investment Advertisements) (Exemptions) Order 1996, as amended, and is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purpose of its business.

Investors Outside of Canada. If the Investor is resident in a jurisdiction outside of Canada it acknowledges and certifies that: (a) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares; (b) there is no government or other insurance covering the Shares; (c) there are risks associated with the purchase of the Shares; (d) there are restrictions on the Investor’s ability to resell the Shares and it is the responsibility of the Investor to determine what those restrictions are and to comply with them before selling the Shares; and; (e) the Issuer has advised the Investor that the Issuer is relying on an exemption from the requirements to provide the Investor with a prospectus and to sell the Shares through a person registered to sell the Shares under Applicable Securities Laws and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by Applicable Securities Laws, including statutory rights of rescission or damages, will not be available to the Investor; (f) the Investor is knowledgeable of securities legislation having application or jurisdiction over the Investor and the Offering (other than the laws of Canada and the United States) which would apply to this subscription; (g) the Investor is purchasing the Shares pursuant to exemptions from any prospectus, registration or similar requirements under the laws of that International Jurisdiction and or, if such is not applicable, the Investor is permitted to purchase the Investor’s Shares, and the Issuer has no filing obligations in the International Jurisdiction; (h) no laws in the International Jurisdiction require the Issuer to make any filings or seek any approvals of any kind whatsoever from any regulatory authority of any kind whatsoever in the International Jurisdiction; (i) the Shares are being acquired for investment only and not with a view to resale and distribution within the International Jurisdiction; and (j) if it is a resident of the United Kingdom then it complies with the provisions of §5.1 of this Subscription Agreement as if it were a resident of British Columbia and it is a person of the described in Article 11(3) of the Financial Services Act, 1986 (Investment Advertisements) (Exemptions) Order 1996, as amended, and is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purpose of its business.

Investors Outside of Canada. (U.S. Investors see also 6.3 (h)) If the Investor is resident in a jurisdiction outside of Canada (including the US) it acknowledges and certifies that: (a) no securities commission or similar regulatory authority has reviewed or passed on the merits of the SharesUnits; (b) there is no government or other insurance covering the SharesUnits; (c) there are risks associated with the purchase of the SharesUnits; (d) there are restrictions on the Investor’s ability to resell the Shares Units, and it is the responsibility of the Investor to determine what those restrictions are and to comply with them before selling the Shares; andUnits; (e) the Issuer has advised the Investor that the Issuer is relying on an exemption from the requirements to provide the Investor with a prospectus and to sell the Shares Units through a person registered to sell the Shares Units under Applicable Securities Laws and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by Applicable Securities Laws, including statutory rights of rescission or damages, will not be available to the Investor; (f) the Investor is knowledgeable of securities legislation having in the Investor’s jurisdiction of residence that may have application or jurisdiction over the Investor and or the Offering (other than the laws of Canada and the United States) which would apply to this subscriptionsubscription and is satisfied that the Issuer and the Investor will not breach such laws by completing the transaction contemplated hereby; (g) the Investor is purchasing the Shares Units pursuant to exemptions from any prospectus, registration or similar requirements under the laws of that such Investor’s International Jurisdiction and or, if such is not applicable, the Investor is permitted to purchase the Investor’s SharesUnits, and to the investor’s knowledge the Issuer has no filing obligations in the International Jurisdiction; (h) no laws in the International Jurisdiction require the Issuer to make any filings or seek any approvals of any kind whatsoever from any regulatory authority of any kind whatsoever in the International Jurisdiction; (i) the Shares Units are being acquired for investment only and not with a view to resale and or distribution within the International Jurisdiction; and (j) if it the Investor is a resident of the United Kingdom then it complies with the provisions of §5.1 of this Subscription Agreement as if it were a resident of British Columbia and it is a person of the kind described in Article 11(3) of the Financial Services Act, 1986 (Investment Advertisements) (Exemptions) Order 1996, as amended, and is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purpose of its business.

Investors Outside of Canada. If the Investor is resident in a jurisdiction outside of Canada it acknowledges and certifies that: (a) no securities commission or similar regulatory authority has reviewed or passed on the merits of the SharesUnits; (b) there is no government or other insurance covering the SharesUnits; (c) there are risks associated with the purchase of the SharesUnits; (d) there are restrictions on the Investor’s ability to resell the Shares Units and it is the responsibility of the Investor to determine what those restrictions are and to comply with them before selling the SharesUnits; and (e) the Issuer has advised the Investor that the Issuer is relying on an exemption from the requirements to provide the Investor with a prospectus and to sell the Shares Units through a person registered to sell the Shares Units under Applicable Securities Laws and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by Applicable Securities Laws, including statutory rights of rescission or damages, will not be available to the Investor; (f) the Investor is knowledgeable of securities legislation having application or jurisdiction over the Investor and the Offering (other than the laws of Canada and the United States) which would apply to this subscription; (g) the Investor is purchasing the Shares Units pursuant to exemptions from any prospectus, registration or similar requirements under the laws of that International Jurisdiction and or, if such is not applicable, the Investor is permitted to purchase the Investor’s SharesUnits, and the Issuer has no filing obligations in the International Jurisdiction; (h) no laws in the International Jurisdiction require the Issuer to make any filings or seek any approvals of any kind whatsoever from any regulatory authority of any kind whatsoever in the International Jurisdiction; (i) the Shares Units are being acquired for investment only and not with a view to resale and distribution within the International Jurisdiction; and (j) if it is a resident of the United Kingdom then it complies with the provisions of §5.1 7.1 of this Subscription Agreement as if it were a resident of British Columbia and it is a person of the described in Article 11(3) of the Financial Services Act, 1986 (Investment Advertisements) (Exemptions) Order 1996, as amended, and is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purpose of its business.