Common use of Non-Canadian / Non-US Subscriber Clause in Contracts

Non-Canadian / Non-US Subscriber. If the Subscriber, or any beneficial purchaser for whom it is acting, is a resident of a non-Canadian/non-US jurisdiction, the Subscriber and its disclosed principal, if applicable, is recognized by the securities regulatory authority of such jurisdiction as an exempt subscriber, the subscription for the Debentures by the Subscriber, or such beneficial purchaser, does not contravene any of the applicable securities legislation in the jurisdiction in which the Subscriber or such beneficial purchaser resides and does not give rise to any obligation of the Corporation to prepare and file a prospectus or similar document or to register the Debentures and Warrants, or to be registered with or to file any report or notice with any governmental or regulatory authority, and the Subscriber or its disclosed principal has concurrently executed and delivered to the Corporation a certificate in the form attached as Schedule “E”.

Non-Canadian / Non-US Subscriber. If the Subscriber, or any beneficial purchaser for whom it is acting, is a resident of a non-Canadian/non-US jurisdiction, the Subscriber and its disclosed principal, if applicable, is recognized by the securities regulatory authority of such jurisdiction as an exempt subscriber, the subscription for the Debentures by the Subscriber, or such beneficial purchaser, does not contravene any of the applicable securities legislation in the jurisdiction in which the Subscriber or such beneficial purchaser resides and does not give rise to any obligation of the Corporation to prepare and file a prospectus or similar document or to register the Debentures and Warrants, or to be registered with or to file any report or notice with any governmental or regulatory authority, and the Subscriber or its disclosed principal has concurrently executed and delivered to the Corporation a certificate in the form attached as Schedule “E”.

Non-Canadian / Non-US Subscriber. If the Subscriber, or any beneficial purchaser for whom it is acting, is a resident of a non-Canadian/non-US jurisdiction, the Subscriber and its disclosed principal, if applicable, is recognized by the securities regulatory authority of such jurisdiction as an exempt subscriber, the subscription for the Debentures Common Shares by the Subscriber, or such beneficial purchaser, does not contravene any of the applicable securities legislation in the jurisdiction in which the Subscriber or such beneficial purchaser resides and does not give rise to any obligation of the Corporation to prepare and file a prospectus or similar document or to register the Debentures and Warrants, Common Shares or to be registered with or to file any report or notice with any governmental or regulatory authority, and the Subscriber or its disclosed principal has concurrently executed and delivered to the Corporation a certificate in the form attached as Schedule “E”.