Common use of Other General Representations Applicable to Investors Clause in Contracts

Other General Representations Applicable to Investors. The following representations are hereby made by each Investor subject to the provisos contained below: (a) the Investor has no knowledge of a “material fact” or “material change”, as those terms are defined in Applicable Securities Laws, in respect of the affairs of the Issuer that has not been generally disclosed to the public; (b) the Investor (and, if applicable, any beneficial purchaser for whom it is acting) is resident in the jurisdiction set out under the heading “Name and Address of Investor” on the execution page of this Subscription Agreement; (c) the Investor has the legal capacity and competence to enter into and execute this Subscription and to take all actions required pursuant hereto and, if the Investor is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution of this Subscription Agreement on behalf of the Investor; (d) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of, the Investor or of any agreement, written or oral, to which the Investor may be a party or by which the Investor is or may be bound; (e) the Investor has duly and validly authorized, executed and delivered this Subscription Agreement and understands it is intended to constitute a valid and binding agreement of the Investor enforceable against the Investor; (f) in connection with the Investor’s investment in the Shares, the Investor has not relied upon the Issuer for investment, legal or tax advice, and has, in all cases sought the advice of the Investor’s own personal investment advisor, legal counsel and tax advisers or has waived its rights thereto and the Investor is either experienced in or knowledgeable with regard to the affairs of the Issuer, or either alone or with its professional advisors is capable, by reason of knowledge and experience in financial and business matters in general, and investments in particular, of evaluating the merits and risks of an investment in the Shares and is able to bear the economic risk of the investment and it can otherwise be reasonably assumed to have the capacity to protect its own interest in connection with the investment in the Shares; (g) no person has made to the Investor any written or oral representations: (i) that any person will resell or repurchase the Shares; (ii) that any person will refund the purchase price for the Shares; (iii) as to the future price or value of the Shares; or (iv) that the Shares will be listed and posted for trading on any stock exchange or that application has been made to list the Shares of the Issuer on any stock exchange; (h) If the Investor IS NOT a US Person then the Investor represents and warrants that: (i) the Investor (A) is not, and is not purchasing the Shares for the account of or benefit of, a U.S. Person or a person in the United States; (B) was not offered Shares in the United States; and (C) did not execute or deliver this Agreement in the United States; OR (ii) if the Investor IS a US Person the Investor is a U.S. Person who is an “accredited investor” as defined in Rule 501(a) of Regulation D of the U.S. Securities Act; and (iii) in the case of paragraph 5.3(h)(ii) above, the Investor has duly completed, executed and delivered to the Issuer the Certificate of U.S. Purchaser attached hereto as Schedule C, and represents, warrants and covenants to the Issuer as to the accuracy of all matters set out therein as at the date hereof and on the Closing Date; (i) If the Investor IS a US Person, then the Investor additionally represents and further warrants that: (i) the Investor does not have any agreement or understanding (either written or oral) with any U.S. Person or a person in the United States respecting: (A) the transfer or assignment of any rights or interests in any of the Shares; (B) the division of profits, losses, fees, commissions, or any financial stake in connection with this Subscription; or (C) the voting of the Shares; and (ii) the Investor has no intention to distribute either directly or indirectly any of the Shares in the United States or to U.S. Persons except in accordance with Rule 144; and (iii) the Investor represents that the current structure of this transaction and all transactions and activities contemplated hereunder is not a scheme to avoid the registration requirements of the U.S. Securities Act; (j) The Investor acknowledges and agrees that: (i) the Shares have not been registered under the U.S. Securities Act, and may not be offered or sold in the United States or to a U.S. Person unless an exemption from such registration requirements is available; (ii) the Issuer has no obligation or present intention of filing a registration statement under the U.S. Securities Act in respect of the Shares; and (iii) the Investor will not engage in any directed selling efforts (as defined by Regulation S under the U.S. Securities Act) in the United States in respect of the Shares, which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of conditioning the market in the United States for the resale of the Shares; (k) the Investor will comply with Applicable Securities Laws and, if applicable, Rule 904 (resales through non-US markets) of Regulation S concerning the resale of the Shares and all related restrictions (and the Issuer is not in any way responsible for such compliance) and shall speak and consult with its own legal advisors with respect to such compliance; (l) the Investor acknowledges and agrees that all costs and expenses incurred by the Investor (including any fees and disbursements of any special counsel or other advisors retained by the Investor) relating to the purchase of the Shares shall be borne by the Investor; (m) if the Investor is resident of an International Jurisdiction (meaning herein a country other than Canada or the United States) then: (i) 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 U.S.) which would apply to this subscription; (ii) 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; (iii) 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; and (iv) the Shares are being acquired for investment only and not with a view to resale and distribution within the International Jurisdiction.

Other General Representations Applicable to Investors. The following representations are hereby made by each Investor subject to the provisos contained below: (a) the Investor is purchasing as principal of for fully managed accounts and the Investor is not purchasing the shares on behalf of,, or with an intention to act or vote in concert with any, existing shareholder of the Issuer and the Investor has no knowledge of a “material fact” or “material change”, as those terms are defined in Applicable Securities Laws, in respect of the affairs of the Issuer that has not been generally disclosed to the public; (b) the Investor (and, if applicable, any beneficial purchaser for whom it is acting) is resident in the jurisdiction set out under the heading “Name and Address of Investor” on the execution page of this Subscription Agreement; (c) the Investor has the legal capacity and competence to enter into and execute this Subscription and to take all actions required pursuant hereto and, if the Investor is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution of this Subscription Agreement on behalf of the Investor; (d) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of, the Investor or of any agreement, written or oral, to which the Investor may be a party or by which the Investor is or may be bound; (e) the Investor has duly and validly authorized, executed and delivered this Subscription Agreement and understands it is intended to constitute a valid and binding agreement of the Investor enforceable against the Investor; (f) in connection with the Investor’s investment in the Shares, the Investor has not relied upon the Issuer for investment, legal or tax advice, and has, in all cases sought the advice of the Investor’s own personal investment advisor, legal counsel and tax advisers or has waived its rights thereto and the Investor is either experienced in or knowledgeable with regard to the affairs of the Issuer, or either alone or with its professional advisors is capable, by reason of knowledge and experience in financial and business matters in general, and investments in particular, of evaluating the merits and risks of an investment in the Shares and is able to bear the economic risk of the investment and it can otherwise be reasonably assumed to have the capacity to protect its own interest in connection with the investment in the Shares; (g) no person has made to the Investor any written or oral representations: (i) that any person will resell or repurchase the Shares; (ii) that any person will refund the purchase price for the Shares; (iii) as to the future price or value of the Shares; or (iv) that the Shares will be listed and posted for trading on any stock exchange or that application has been made to list the Shares of the Issuer on any stock exchange; (h) If the Investor IS NOT a US Person then the The Investor represents and warrants thateither: (i) the Investor (A) is not, and is not purchasing the Shares for the account of or benefit of, a U.S. Person or a person in the United States; (B) was not offered Shares in the United States; and (C) did not execute or deliver this Agreement in the United States; OR (ii) if the Investor IS a US Person the Investor is a U.S. Person who is an “accredited investor” as defined in Rule 501(a) of Regulation D of the U.S. Securities Act; and (iii) in the case of paragraph 5.3(h)(ii) above, the Investor has duly completed, executed and delivered to the Issuer the Certificate of U.S. Purchaser attached hereto as Schedule C, and represents, warrants and covenants to the Issuer as to the accuracy of all matters set out therein as at the date hereof and on the Closing Date; (i) If Unless the Investor IS completes the Certificate of U.S. Purchaser included herein as Schedule C in connection with a US Personpurchase of the Shares made in reliance on Regulation E, then the Investor additionally represents and further warrants that: (i) the Investor does not have any agreement or understanding (either written or oral) with any U.S. Person or a person in the United States respecting: (A) the transfer or assignment of any rights or interests in any of the Shares; (B) the division of profits, losses, fees, commissions, or any financial stake in connection with this Subscription; or (C) the voting of the Shares; and (ii) the Investor has no intention to distribute either directly or indirectly any of the Shares in the United States or to U.S. Persons except in accordance with Rule 144Persons; and (iii) the Investor represents that the current structure of this transaction and all transactions and activities contemplated hereunder is not a scheme to avoid the registration requirements of the U.S. Securities Act; (j) The Investor acknowledges and agrees that: (i) the Shares have not been registered under the U.S. Securities Act, and may not be offered or sold in the United States or to a U.S. Person unless an exemption from such registration requirements is available; (ii) the Issuer has no obligation or present intention of filing a registration statement under the U.S. Securities Act in respect of the Shares; and (iii) the Investor will not engage in any directed selling efforts (as defined by Regulation S under the U.S. Securities Act) in the United States in respect of the Shares, which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of conditioning the market in the United States for the resale of the Shares; ; (k) the Investor will comply with Applicable Securities Laws and, if applicable, Rule 904 (resales through non-US markets) of Regulation S concerning the resale of the Shares and all related restrictions (and the Issuer is not in any way responsible for such compliance) and shall speak and consult with its own legal advisors with respect to such compliance; (l) the Investor acknowledges and agrees that all costs and expenses incurred by the Investor (including any fees and disbursements of any special counsel or other advisors retained by the Investor) relating to the purchase of the Shares shall be borne by the Investor; (m) if the Investor is resident of an International Jurisdiction (meaning herein a country other than Canada or the United States) then: (i) 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 U.S.) which would apply to this subscription; (ii) 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; (iii) 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; and (iv) the Shares are being acquired for investment only and not with a view to resale and distribution within the International Jurisdiction.

Other General Representations Applicable to Investors. The following representations are hereby made by each Investor subject to the provisos contained below: (a) the Investor has no knowledge of a “material fact” or “material change”, as those terms are defined in Applicable Securities Laws, in respect of the affairs of the Issuer that has not been generally disclosed to the public; (b) the Investor (and, if applicable, any beneficial purchaser for whom it is acting) is resident in the jurisdiction set out under the heading “Name and Address of Investor” on the execution page of this Subscription Agreement; (c) the Investor has the legal capacity and competence to enter into and execute this Subscription and to take all actions required pursuant hereto and, if the Investor is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution of this Subscription Agreement on behalf of the Investor; (d) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of, the Investor or of any agreement, written or oral, to which the Investor may be a party or by which the Investor is or may be bound; (e) the Investor has duly and validly authorized, executed and delivered this Subscription Agreement and understands it is intended to constitute a valid and binding agreement of the Investor enforceable against the Investor; (f) in connection with the Investor’s investment in the Shares, the Investor has not relied upon the Issuer for investment, legal or tax advice, and has, in all cases sought the advice of the Investor’s own personal investment advisor, legal counsel and tax advisers or has waived its rights thereto and the Investor is either experienced in or knowledgeable with regard to the affairs of the Issuer, or either alone or with its professional advisors is capable, by reason of knowledge and experience in financial and business matters in general, and investments in particular, of evaluating the merits and risks of an investment in the Shares and is able to bear the economic risk of the investment and it can otherwise be reasonably assumed to have the capacity to protect its own interest in connection with the investment in the Shares; (g) no person has made to the Investor any written or oral representations: (i) that any person will resell or repurchase the Shares; (ii) that any person will refund the purchase price for the Shares; (iii) as to the future price or value of the Shares; or (ivv) that the Shares will be listed and posted for trading on any stock exchange or that application has been made to list the Shares of the Issuer on any stock exchange; (h) If the Investor IS NOT a US Person then the The Investor represents and warrants thateither: (i) the Investor (A) is not, and is not purchasing the Shares for the account of or benefit of, a U.S. Person or a person in the United States; (B) was not offered Shares in the United States; and (C) did not execute or deliver this Agreement in the United States; OR (ii) if the Investor IS a US Person the Investor is a U.S. Person who is an “accredited investor” as defined in Rule 501(a) of Regulation D of the U.S. Securities Act; and (iii) in the case of paragraph 5.3(h)(ii) above, the Investor has duly completed, executed and delivered to the Issuer the Certificate of U.S. Purchaser attached hereto as Schedule C, and represents, warrants and covenants to the Issuer as to the accuracy of all matters set out therein as at the date hereof and on the Closing Date; (i) If Unless the Investor IS completes the Certificate of U.S. Purchaser included herein as Schedule C in connection with a US Personpurchase of the Shares made in reliance on Regulation E, then the Investor additionally represents and further warrants that: (i) the Investor does not have any agreement or understanding (either written or oral) with any U.S. Person or a person in the United States respecting: (A) the transfer or assignment of any rights or interests in any of the Shares; (B) the division of profits, losses, fees, commissions, or any financial stake in connection with this Subscription; or (C) the voting of the Shares; and (ii) the Investor has no intention to distribute either directly or indirectly any of the Shares in the United States or to U.S. Persons except in accordance with Rule 144Persons; and (iii) the Investor represents that the current structure of this transaction and all transactions and activities contemplated hereunder is not a scheme to avoid the registration requirements of the U.S. Securities Act; (j) The Investor acknowledges and agrees that: (i) the Shares have not been registered under the U.S. Securities Act, and may not be offered or sold in the United States or to a U.S. Person unless an exemption from such registration requirements is available; (ii) the Issuer has no obligation or present intention of filing a registration statement under the U.S. Securities Act in respect of the Shares; and (iii) the Investor will not engage in any directed selling efforts (as defined by Regulation S under the U.S. Securities Act) in the United States in respect of the Shares, which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of conditioning the market in the United States for the resale of the Shares; (k) the Investor will comply with Applicable Securities Laws and, if applicable, Rule 904 (resales through non-US markets) of Regulation S concerning the resale of the Shares and all related restrictions (and the Issuer is not in any way responsible for such compliance) and shall speak and consult with its own legal advisors with respect to such compliance; (l) the Investor acknowledges and agrees that all costs and expenses incurred by the Investor (including any fees and disbursements of any special counsel or other advisors retained by the Investor) relating to the purchase of the Shares shall be borne by the Investor; (m) if the Investor is resident of an International Jurisdiction (meaning herein a country other than Canada or the United States) then: (i) 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 U.S.) which would apply to this subscription; (ii) 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; (iii) 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; and (iv) the Shares are being acquired for investment only and not with a view to resale and distribution within the International Jurisdiction.

Other General Representations Applicable to Investors. The following representations are hereby made by each Investor subject to the provisos contained below: (a) the Investor has no knowledge of a “material fact” or “material change”, as those terms are defined in Applicable Securities Laws, in respect of the affairs of the Issuer that has not been generally disclosed to the public; (b) the Investor (and, if applicable, any beneficial purchaser for whom it is acting) is resident in the jurisdiction set out under the heading “Name and Address of Investor” on the execution page of this Subscription Agreement; (c) the Investor has the legal capacity and competence to enter into and execute this Subscription and to take all actions required pursuant hereto and, if the Investor is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution of this Subscription Agreement on behalf of the Investor; (d) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of, the Investor or of any agreement, written or oral, to which the Investor may be a party or by which the Investor is or may be bound; (e) the Investor has duly and validly authorized, executed and delivered this Subscription Agreement and understands it is intended to constitute a valid and binding agreement of the Investor enforceable against the Investor; (f) in connection with the Investor’s investment in the Shares, the Investor has not relied upon the Issuer for investment, legal or tax advice, and has, in all cases sought the advice of the Investor’s own personal investment advisor, legal counsel and tax advisers or has waived its rights thereto and the Investor is either experienced in or knowledgeable with regard to the affairs of the Issuer, or either alone or with its professional advisors is capable, by reason of knowledge and experience in financial and business matters in general, and investments in particular, of evaluating the merits and risks of an investment in the Shares and is able to bear the economic risk of the investment and it can otherwise be reasonably assumed to have the capacity to protect its own interest in connection with the investment in the Shares; (g) no person has made to the Investor any written or oral representations: (i) that any person will resell or repurchase the Shares; (ii) that any person will refund the purchase price for the Shares; (iii) as to the future price or value of the Shares; or (iv) that the Shares will be listed and posted for trading on any stock exchange or that application has been made to list the Shares of the Issuer on any stock exchange; (h) If the Investor IS NOT a US Person then the The Investor represents and warrants thateither: (i) the Investor (A) is not, and is not purchasing the Shares for the account of or benefit of, a U.S. Person or a person in the United States; (B) was not offered Shares in the United States; and (C) did not execute or deliver this Agreement in the United States; OR (ii) if the Investor IS a US Person the Investor is a U.S. Person who is an “accredited investor” as defined in Rule 501(a) of Regulation D of the U.S. Securities Act; and (iii) in the case of paragraph 5.3(h)(ii) above, the Investor has duly completed, executed and delivered to the Issuer the Certificate of U.S. Purchaser attached hereto as Schedule C, and represents, warrants and covenants to the Issuer as to the accuracy of all matters set out therein as at the date hereof and on the Closing Date; (i) If Unless the Investor IS completes the Certificate of U.S. Purchaser included herein as Schedule C in connection with a US Personpurchase of the Shares made in reliance on Regulation E, then the Investor additionally represents and further warrants that: (i) the Investor does not have any agreement or understanding (either written or oral) with any U.S. Person or a person in the United States respecting: (A) the transfer or assignment of any rights or interests in any of the Shares; (B) the division of profits, losses, fees, commissions, or any financial stake in connection with this Subscription; or (C) the voting of the Shares; and (ii) the Investor has no intention to distribute either directly or indirectly any of the Shares in the United States or to U.S. Persons except in accordance with Rule 144Persons; and (iii) the Investor represents that the current structure of this transaction and all transactions and activities contemplated hereunder is not a scheme to avoid the registration requirements of the U.S. Securities Act; (j) The Investor acknowledges and agrees that: (i) the Shares have not been registered under the U.S. Securities Act, and may not be offered or sold in the United States or to a U.S. Person unless an exemption from such registration requirements is available; (ii) the Issuer has no obligation or present intention of filing a registration statement under the U.S. Securities Act in respect of the Shares; and (iii) the Investor will not engage in any directed selling efforts (as defined by Regulation S under the U.S. Securities Act) in the United States in respect of the Shares, which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of conditioning the market in the United States for the resale of the Shares; (k) the Investor will comply with Applicable Securities Laws and, if applicable, Rule 904 (resales through non-US markets) of Regulation S concerning the resale of the Shares and all related restrictions (and the Issuer is not in any way responsible for such compliance) and shall speak and consult with its own legal advisors with respect to such compliance; (l) the Investor acknowledges and agrees that all costs and expenses incurred by the Investor (including any fees and disbursements of any special counsel or other advisors retained by the Investor) relating to the purchase of the Shares shall be borne by the Investor; (m) if the Investor is resident of an International Jurisdiction (meaning herein a country other than Canada or the United States) then: (i) 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 U.S.) which would apply to this subscription; (ii) 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; (iii) 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; and (iv) the Shares are being acquired for investment only and not with a view to resale and distribution within the International Jurisdiction.

Other General Representations Applicable to Investors. The following representations are hereby made by each Investor subject to the provisos contained below: (a) the Investor has no knowledge of a “material fact” or “material change”, as those terms are defined in Applicable Securities Laws, in respect of the affairs of the Issuer that has not been generally disclosed to the public; (b) the Investor (and, if applicable, any beneficial purchaser for whom it is acting) is resident in the jurisdiction set out under the heading “Name and Address of Investor” on the execution page of this Subscription Agreement; (c) the Investor has the legal capacity and competence to enter into and execute this Subscription and to take all actions required pursuant hereto and, if the Investor is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution of this Subscription Agreement on behalf of the Investor; (d) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of, the Investor or of any agreement, written or oral, to which the Investor may be a party or by which the Investor is or may be bound; (e) the Investor has duly and validly authorized, executed and delivered this Subscription Agreement and understands it is intended to constitute a valid and binding agreement of the Investor enforceable against the Investor; (f) in connection with the Investor’s investment in the Shares, the Investor has not relied upon the Issuer for investment, legal or tax advice, and has, in all cases sought the advice of the Investor’s own personal investment advisor, legal counsel and tax advisers or has waived its rights thereto and the Investor is either experienced in or knowledgeable with regard to the affairs of the Issuer, or either alone or with its professional advisors is capable, by reason of knowledge and experience in financial and business matters in general, and investments in particular, of evaluating the merits and risks of an investment in the Shares and is able to bear the economic risk of the investment and it can otherwise be reasonably assumed to have the capacity to protect its own interest in connection with the investment in the Shares; (g) no person has made to the Investor any written or oral representations: (i) that any person will resell or repurchase the Shares; (ii) that any person will refund the purchase price for the Shares; (iii) as to the future price or value of the Shares; or (iv) that the Shares will be listed and posted for trading on any stock exchange or that application has been made to list the Shares of the Issuer on any stock exchange; ; (h) If the Investor IS NOT a US Person then the The Investor represents and warrants thateither: (i) the Investor (A) is not, and is not purchasing the Shares for the account of or benefit of, a U.S. Person or a person in the United States; (B) was not offered Shares in the United States; and (C) did not execute or deliver this Agreement in the United States; OR (ii) if the Investor IS a US Person the Investor is a U.S. Person who is an “"accredited investor” " as defined in Rule 501(a) of Regulation D of the U.S. Securities Act; and (iii) in the case of paragraph 5.3(h)(ii) above, the Investor has duly completed, executed and delivered to the Issuer the Certificate of U.S. Purchaser attached hereto as Schedule C, and represents, warrants and covenants to the Issuer as to the accuracy of all matters set out therein as at the date hereof and on the Closing Date; (i) If Unless the Investor IS completes the Certificate of U.S. Purchaser included herein as Schedule C in connection with a US Personpurchase of the Shares made in reliance on Regulation E, then the Investor additionally represents and further warrants that: (i) the Investor does not have any agreement or understanding (either written or oral) with any U.S. Person or a person in the United States respecting: (A) the transfer or assignment of any rights or interests in any of the Shares; (B) the division of profits, losses, fees, commissions, or any financial stake in connection with this Subscription; or (C) the voting of the Shares; and (ii) the Investor has no intention to distribute either directly or indirectly any of the Shares in the United States or to U.S. Persons except in accordance with Rule 144Persons; and (iii) the Investor represents that the current structure of this transaction and all transactions and activities contemplated hereunder is not a scheme to avoid the registration requirements of the U.S. Securities Act; (j) The Investor acknowledges and agrees that: (i) the Shares have not been registered under the U.S. Securities Act, and may not be offered or sold in the United States or to a U.S. Person unless an exemption from such registration requirements is available; (ii) the Issuer has no obligation or present intention of filing a registration statement under the U.S. Securities Act in respect of the Shares; and (iii) the Investor will not engage in any directed selling efforts (as defined by Regulation S under the U.S. Securities Act) in the United States in respect of the Shares, which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of conditioning the market in the United States for the resale of the Shares; ; (k) the Investor will comply with Applicable Securities Laws and, if applicable, Rule 904 (resales through non-US markets) of Regulation S concerning the resale of the Shares and all related restrictions (and the Issuer is not in any way responsible for such compliance) and shall speak and consult with its own legal advisors with respect to such compliance; (l) the Investor acknowledges and agrees that all costs and expenses incurred by the Investor (including any fees and disbursements of any special counsel or other advisors retained by the Investor) relating to the purchase of the Shares shall be borne by the Investor; (m) if the Investor is resident of an International Jurisdiction (meaning herein a country other than Canada or the United States) then: (i) 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 U.S.) which would apply to this subscription; (ii) 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; (iii) 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; and (iv) the Shares are being acquired for investment only and not with a view to resale and distribution within the International Jurisdiction.