Common use of MINIMUM AMOUNT INVESTMENT Clause in Contracts

MINIMUM AMOUNT INVESTMENT. (a) the Subscriber is purchasing the Units as principal for its own account and not for the benefit of any other person; (b) the Units have an acquisition cost to the Subscriber of not less than $150,000, payable in cash at the Closing of the Offering; and (c) the Subscriber was not created and is not being used solely to purchase or hold securities in reliance on the registration and prospectus exemptions provided under Section 2.10 of NI 45-106, it pre-existed the Offering and has a bona fide purpose other than investment in the Units. The above representations and warranties will be true and correct both as of the execution of this certificate and as of the closing time of the purchase and sale of the Securities and acknowledges that they will survive the completion of the issue of the Securities. The Subscriber acknowledges that the foregoing representations and warranties are made by the undersigned with the intent that they be relied upon in determining the suitability of the Subscriber as a Subscriber of the Securities and that this certificate is incorporated into and forms part of the Agreement and the undersigned undertakes to immediately notify the Issuer of any change in any statement or other information relating to the Subscriber set forth herein which takes place prior to the closing time of the purchase and sale of the Securities. (a) a person registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer, other than a person registered solely as a limited market dealer under one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador), [ ] an individual registered or formerly registered under the securities legislation of a jurisdiction of Canada as a representative of a person referred to in paragraph (a), [ ] an individual who, either alone or with a spouse, beneficially owns financial assets having an aggregate realizable value that before taxes, but net of any related liabilities, exceeds $1,000,000, [ ] an individual whose net income before taxes exceeded $200,000 in each of the 2 most recent calendar years or whose net income before taxes combined with that of a spouse exceeded $300,000 in each of the 2 most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year, [ ] an individual who, either alone or with a spouse, has net assets of at least $5,000,000, [ ] a person, other than an individual or investment fund, that has net assets of at least $5,000,000 as shown on its most recently prepared financial statements and that has not been created or used solely to purchase or hold securities as an accredited investor as defined in this paragraph (f), [ ] an investment fund that distributes or has distributed its securities only to (i) a person that is or was an accredited investor at the time of the distribution, (ii) a person that acquires or acquired securities in the circumstances referred to in sections 2.10 [Minimum amount investment] of NI 45-106, or 2.19 [Additional investment in investment funds] of NI 45-106, or (iii) a person described in paragraph (i) or (ii) that acquires or acquired securities under section 2.18 [Investment fund reinvestment] of NI 45-106, [ ] an investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the regulator or, in Québec, the securities regulatory authority, has issued a receipt, [ ] a trust company or trust company registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully managed account managed by the trust company or trust company, as the case may be, [ ] a person acting on behalf of a fully managed account managed by that person, if that person (i) is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction, and (ii) in Ontario, is purchasing a security that is not a security of an investment fund,

MINIMUM AMOUNT INVESTMENT. (a) the Subscriber is purchasing the Units Subscription Receipts as principal for its own account and not for the benefit of any other person;, (ba) the Units Subscription Receipts have an acquisition cost to the Subscriber of not less than $150,000, payable in cash at the Closing of the Offering; Closing, and (cb) the Subscriber was not created and is not being used solely to purchase or hold securities in reliance on the registration and prospectus exemptions provided under Section 2.10 of NI 45-106, it pre-existed the Offering and has a bona fide purpose other than investment in the UnitsSubscription Receipts. The Subscriber agrees that the above representations and warranties will be true and correct both as of the execution of this certificate Questionnaire and as of the closing time of the purchase and sale of the Securities Closing and acknowledges that they will survive the completion of the issue of the Securities. The Subscriber acknowledges that the foregoing representations and warranties are made by the undersigned Subscriber with the intent that they be relied upon in determining the suitability of the Subscriber as a Subscriber of to acquire the Securities and that this certificate Questionnaire is incorporated into and forms part of the Agreement and the undersigned Agreement. The Subscriber undertakes to immediately notify the Issuer of any change in any statement or other information relating to the Subscriber set forth herein in the Agreement or in this Questionnaire which takes place prior to the closing time Closing. DATED as of the purchase day of , 20____. ____________________________________________ Print Name of Subscriber (or person signing as agent of Subscriber) By: ________________________________________ Signature ________________________________________ Print Name and sale Title of the Securities.Authorized Signatory (if Subscriber is not an individual) (a) a person (i.e. not an individual) registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer, other than a person registered solely as a limited market dealer under one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador), [ ] , (b) an individual (i.e. not a corporation) registered or formerly registered under the securities legislation of a jurisdiction of Canada as a representative of a person referred to in paragraph (a), [ ] , (c) an individual (i.e. not a corporation) who, either alone or with a spouse, beneficially owns financial assets having an aggregate realizable value that before taxes, but net of any related liabilities, exceeds $1,000,000, [ ] , (d) an individual (i.e. not a corporation) whose net income before taxes exceeded $200,000 in each of the 2 most recent calendar years or whose net income before taxes combined with that of a spouse exceeded $300,000 in each of the 2 most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year, [ ] , (e) an individual (i.e. not a corporation) who, either alone or with a spouse, has net assets of at least $5,000,000, [ ] , (f) a person, other than an individual or investment fund, that has net assets of at least $5,000,000 as shown on its most recently prepared financial statements and that has not been created or used solely to purchase or hold securities as an accredited investor as defined in this paragraph (f), [ ] , (g) an investment fund that distributes or has distributed its securities only to to (i) a person that is or was an accredited investor at the time of the distribution, , (ii) a person that acquires or acquired securities in the circumstances referred to in sections 2.10 [Minimum amount investment] of NI 45-106, or 2.19 [Additional investment in investment funds] of NI 45-106, or or (iii) a person described in paragraph (i) or (ii) that acquires or acquired securities under section 2.18 [Investment fund reinvestment] of NI 45-106, [ ] , (h) an investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the regulator or, in Québec, the securities regulatory authority, has issued a receipt, [ ] . (i) a trust company or trust company registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully managed account managed by the trust company or trust company, as the case may be, [ ] a person acting on behalf of a fully managed account managed by that person, if that person (i) is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction, and (ii) in Ontario, is purchasing a security that is not a security of an investment fund,

MINIMUM AMOUNT INVESTMENT. (a) the Subscriber is purchasing the Units as principal for its own account and not for the benefit of any other person;, (b) the Units have an acquisition cost to the Subscriber of not less than $150,000, payable in cash at the Closing of the Offering; and (c) Closing, and the Subscriber was not created and is not being used solely to purchase or hold securities in reliance on the registration and prospectus exemptions provided under Section 2.10 of NI 45-106, it pre-existed the Offering and has a bona fide purpose other than investment in the Units. The Subscriber agrees that the above representations and warranties will be true and correct both as of the execution of this certificate Questionnaire and as of the closing time of the purchase and sale of the Securities Closing and acknowledges that they will survive the completion of the issue of the Securities. The Subscriber acknowledges that the foregoing representations and warranties are made by the undersigned Subscriber with the intent that they be relied upon in determining the suitability of the Subscriber as a Subscriber of to acquire the Securities and that this certificate Questionnaire is incorporated into and forms part of the Agreement and the undersigned Agreement. The Subscriber undertakes to immediately notify the Issuer of any change in any statement or other information relating to the Subscriber set forth herein in the Agreement or in this Questionnaire which takes place prior to the closing time Closing. DATED as of the purchase ___ day of __________________, 20____. ____________________________________________________ Print Name of Subscriber (or person signing as agent of Subscriber) ____________________________________________________ By: Signature ____________________________________________________ Print Name and sale Title of the Securities. Authorized Signatory (if Subscriber is not an individual) ______ (a) a person (i.e. not an individual) registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer, other than a person registered solely as a limited market dealer under one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador), [ ] ______ (b) an individual (i.e. not a corporation) registered or formerly registered under the securities legislation of a jurisdiction of Canada as a representative of a person referred to in paragraph (a), [ ] ______ (c) an individual (i.e. not a corporation) who, either alone or with a spouse, beneficially owns financial assets having an aggregate realizable value that before taxes, but net of any related liabilities, exceeds $1,000,000, [ ] ______ (d) an individual (i.e. not a corporation) whose net income before taxes exceeded $200,000 in each of the 2 most recent calendar years or whose net income before taxes combined with that of a spouse exceeded $300,000 in each of the 2 most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year, [ ] an individual who, either alone or with a spouse, has net assets of at least $5,000,000, [ ] a person, other than an individual or investment fund, that has net assets of at least $5,000,000 as shown on its most recently prepared financial statements and that has not been created or used solely to purchase or hold securities as an accredited investor as defined in this paragraph (f), [ ] an investment fund that distributes or has distributed its securities only to (i) a person that is or was an accredited investor at the time of the distribution, (ii) a person that acquires or acquired securities in the circumstances referred to in sections 2.10 [Minimum amount investment] of NI 45-106, or 2.19 [Additional investment in investment funds] of NI 45-106, or (iii) a person described in paragraph (i) or (ii) that acquires or acquired securities under section 2.18 [Investment fund reinvestment] of NI 45-106, [ ] an investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the regulator or, in Québec, the securities regulatory authority, has issued a receipt, [ ] a trust company or trust company registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully managed account managed by the trust company or trust company, as the case may be, [ ] a person acting on behalf of a fully managed account managed by that person, if that person (i) is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction, and (ii) in Ontario, is purchasing a security that is not a security of an investment fund,

MINIMUM AMOUNT INVESTMENT. (a) the Subscriber is purchasing the Units as principal for its own account and not for the benefit of any other person; (b) the Units have an acquisition cost to the Subscriber of not less than $150,000, payable in cash at the Closing of the Offering; and (c) the Subscriber was not created and is not being used solely to purchase or hold securities in reliance on the registration and prospectus exemptions provided under Section 2.10 of NI 45-106, it pre-existed the Offering and has a bona fide purpose other than investment in the Units. The above representations and warranties will be true and correct both as of the execution of this certificate and as of the closing time of the purchase and sale of the Securities and acknowledges that they will survive the completion of the issue of the Securities. The Subscriber acknowledges that the foregoing representations and warranties are made by the undersigned with the intent that they be relied upon in determining the suitability of the Subscriber as a Subscriber of the Securities and that this certificate is incorporated into and forms part of the Agreement and the undersigned undertakes to immediately notify the Issuer of any change in any statement or other information relating to the Subscriber set forth herein which takes place prior to the closing time of the purchase and sale of the Securities.. BY COMPLETING THIS CERTIFICATE, THE SUBSCRIBER AUTHORIZES THE INDIRECT COLLECTION OF THIS INFORMATION BY EACH APPLICABLE REGULATORY AUTHORITY OR REGULATOR AND ACKNOWLEDGES THAT SUCH INFORMATION IS MADE AVAILABLE TO THE PUBLIC UNDER APPLICABLE LEGISLATION. DATED as of ___ day of _____________, 20____. ----------------------------------------------------- Print Name of Subscriber (or person signing as agent) By: -------------------------------------------------- Signature -------------------------------------------------- Title APPENDIX "A" TO CANADIAN INVESTOR QUESTIONNAIRE Accredited Investors only: Please check the appropriate box and initial (a) a person registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer, other than a person registered solely as a limited market dealer under one or both of the Securities Act SECURITIES ACT (Ontario) or the Securities Act SECURITIES ACT (Newfoundland and Labrador), [ ] an individual registered or formerly registered under the securities legislation of a jurisdiction of Canada as a representative of a person referred to in paragraph (a), [ ] an individual who, either alone or with a spouse, beneficially owns financial assets having an aggregate realizable value that before taxes, but net of any related liabilities, exceeds $1,000,000, [ ] an individual whose net income before taxes exceeded $200,000 in each of the 2 most recent calendar years or whose net income before taxes combined with that of a spouse exceeded $300,000 in each of the 2 most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year, [ ] an individual who, either alone or with a spouse, has net assets of at least $5,000,000, [ ] a person, other than an individual or investment fund, that has net assets of at least $5,000,000 as shown on its most recently prepared financial statements and that has not been created or used solely to purchase or hold securities as an accredited investor as defined in this paragraph (f), [ ] an investment fund that distributes or has distributed its securities only to (i) a person that is or was an accredited investor at the time of the distribution, (ii) a person that acquires or acquired securities in the circumstances referred to in sections 2.10 [Minimum amount investment] of NI 45-106, or 2.19 [Additional investment in investment funds] of NI 45-106, or (iii) a person described in paragraph (i) or (ii) that acquires or acquired securities under section 2.18 [Investment fund reinvestment] of NI 45-106, [ ] an investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the regulator or, in QuébecQuebec, the securities regulatory authority, has issued a receipt, [ ] a trust company or trust company registered or authorized to carry on business under the Trust and Loan Companies Act TRUST AND LOAN COMPANIES ACT (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully managed account managed by the trust company or trust company, as the case may be, [ ] a person acting on behalf of a fully managed account managed by that person, if that person (i) is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction, and (ii) in Ontario, is purchasing a security that is not a security of an investment fund,