Common use of No Prior Holdings; Acquisition for Investment Clause in Contracts

No Prior Holdings; Acquisition for Investment. The Optionor is not a registered or beneficial holder of any securities of the Optionee. If the Optionee elects to exercise its option to purchase Option Units and, as a result, issues the P13 Shares to the Optionor as partial consideration, the Optionor acknowledges it will be acquiring such P13 Shares for investment for its own account and not as nominee or agent, and not with a view to the resale or distribution of any part thereof, and further represents that it has no present intention of selling, granting any participation in, or otherwise distributing the same. The Optionor further represents that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of the P13 Shares. The Optionor understands that any P13 Share issuable hereunder will not be registered under the Securities Act, on the ground that the sale and the issuance of the P13 Shares is exempt from registration under the Securities Act pursuant to Section 4(a)(2) thereof, and that the Optionee’s reliance on such exemption is predicated on the Optionor’s representation set forth herein, including the Optionor’s completion and execution of the Questionnaire. The Optionor further understands that any P13 Shares issuable hereunder will constitute a distribution of securities that is exempt from the prospectus requirement of applicable Canadian securities laws.