Common use of Prospectus Exemptions Clause in Contracts

Prospectus Exemptions. The Purchaser (on his or its own behalf or on behalf of others for whom he or it is contracting hereunder), acknowledges and agrees that the sale and delivery of the Purchased Units to the Purchaser (or to others for whom he or it is contracting hereunder) is conditional upon such sale being exempt from the requirements under applicable securities legislation requiring the filing of a prospectus in connection with the distribution of the First Units or the delivery of an offering memorandum (as defined in the applicable securities legislation), or upon the issuance of such rulings, orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or delivering an offering memorandum. The Purchaser (on his or its own behalf or on behalf of others for whom he or it is contracting hereunder) acknowledges and agrees that: (a) the Purchaser (or others for whom he or it is contracting hereunder) has not received, nor has he or it requested, nor does it have any need to receive, a prospectus or any offering memorandum, or any other document (other than financial statements, interim financial statements or any other document, the content of which is prescribed by statute or regulation) describing the business and affairs of the Corporation which has been prepared for delivery to, and reviewed by, prospective purchasers in order to assist he or it in making an investment decision in respect of the Purchased Units; (b) the Purchaser’s decision to execute this Subscription Agreement and purchase the Purchased Units (on his or its own behalf or on behalf of others for whom he or it is contracting hereunder) has not been based upon any verbal or written representations as to fact or otherwise made by or on behalf of the Corporation and that its decision (or the decision of others for whom it is contracting hereunder) is based entirely upon information concerning the Corporation contained in documents the content of which is prescribed by statute or regulation; (c) the sale of the Purchased Units was not accompanied by any advertisement in printed media of general and regular paid circulation, radio, television, the Internet or any other form of electronic media; and (d) the Purchaser (or others for whom he or it is contracting hereunder) has been advised to consult its own legal advisors with respect to trading in the securities comprising the First Units and to resale restrictions imposed by applicable securities legislation in the jurisdiction in which it resides, that no representation has been made respecting the applicable hold periods or other resale restrictions applicable to such securities, that the Purchaser (or others for whom he or it is contracting hereunder) is solely responsible (and the Corporation is not in any way responsible) for compliance with applicable resale restrictions and that the Purchaser is aware that he or it (or others for whom he or it is contracting hereunder) may not be able to resell such securities except in accordance with limited exemptions under applicable securities legislation and regulatory policy. The Purchaser understands that all certificates representing the Purchased Units and all certificates issued in exchange therefor or in substitution or transfer thereof shall bear a legend respecting restrictions on transfer as required under applicable securities laws. The Purchaser agrees that the Corporation may be required by law or otherwise to disclose to regulatory authorities the identity of the Purchaser and each beneficial purchaser of First Units for whom the Purchaser may be acting.

Prospectus Exemptions. The Purchaser (on his or its own behalf or on behalf of others for whom he or it is contracting hereunder), acknowledges and agrees that the sale and delivery of the Term Notes and the Warrants (collectively referred to herein as the "Purchased Units Securities") by the Borrower to the Purchaser (or to others for whom he or it is contracting hereunder) Lenders is conditional upon such sale being exempt exempt, under Applicable Law, from the requirements under applicable securities legislation requiring as to the filing of a prospectus in connection with and as to the distribution of the First Units or the delivery preparation of an offering memorandum (as defined in or similar document. Each of the applicable securities legislation), or upon the issuance of such rulings, orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or delivering an offering memorandum. The Purchaser (on his or its own behalf or on behalf of others for whom he or it is contracting hereunder) Lenders acknowledges and agrees that: (aA) the Purchaser (or they, and, if applicable, others for whom he or it is they are contracting hereunder) has , have not received, nor has he or it requested, have they requested nor does it have had any need to receive, or been provided with a prospectus prospectus, offering memorandum (within the meaning of the Securities Laws of the Offering Jurisdictions) or any offering memorandum, or any other document (other than financial statements, interim financial statements or any other document, the content of which is prescribed by statute or regulation) describing purporting to describe the business and affairs of the Corporation which has been prepared for delivery to, and reviewed by, prospective purchasers in order to assist he Borrower or it in making an investment decision in respect of the Purchased Unitsany similar document; (bB) without diminishing the Purchaser’s decision to execute this Subscription Agreement representations and purchase the Purchased Units (on his or its own behalf or on behalf of warranties hereunder, they, or, if applicable, others for whom he or it is they are contracting hereunder) has not been based upon any verbal or written representations , acknowledge that they have had such opportunity as they have deemed adequate to fact or otherwise made by or on behalf conduct all due diligence investigations regarding the business, financial position, condition and prospects of the Corporation Borrower and that its decision Subsidiaries as is necessary to permit them to evaluate the merits and risks of their investment in the Purchased Securities; (or the decision of C) they or, if applicable, others for whom it is they are contracting hereunder) is based entirely upon information concerning , acknowledge that they, or, if applicable, others for whom they are contracting hereunder are solely responsible for obtaining such tax, investment, legal and other professional advice as they consider appropriate in connection with the Corporation contained in documents execution, delivery and performance by them of this Agreement and the content of which is prescribed by statute or regulationtransactions contemplated hereunder (including, but not limited to, with respect to applicable resale and transfer restrictions); (cD) as a consequence of the sale being exempt from the prospectus requirements of the Securities Laws of the Offering Jurisdictions: (i) certain protections, rights and remedies provided by the Securities Laws of the Offering Jurisdictions, including statutory rights of rescission and certain statutory remedies against an issuer, underwriters, auditors, directors and officers that are available to investors who acquire securities offered by a prospectus, will not be available to them, or, if applicable, others for whom they are contracting hereunder, (ii) the sale common law may not provide investors with an adequate remedy in the event that they suffer investment losses in connection with securities acquired in a private placement, (iii) they, or, if applicable, others for whom they are contracting hereunder, may not receive information that would otherwise be required to be given under the Securities Laws of the Purchased Units was not accompanied by any advertisement in printed media of general and regular paid circulationOffering Jurisdictions, radio, television, the Internet or any other form of electronic media; and (div) the Purchaser (or others for whom he or it Borrower is contracting hereunder) has been advised to consult its own legal advisors with respect to trading in relieved from certain obligations that would otherwise apply under the securities comprising the First Units and to resale restrictions imposed by applicable securities legislation in the jurisdiction in which it resides, that no representation has been made respecting the applicable hold periods or other resale restrictions applicable to such securities, that the Purchaser (or others for whom he or it is contracting hereunder) is solely responsible (and the Corporation is not in any way responsible) for compliance with applicable resale restrictions and that the Purchaser is aware that he or it (or others for whom he or it is contracting hereunder) may not be able to resell such securities except in accordance with limited exemptions under applicable securities legislation and regulatory policy. The Purchaser understands that all certificates representing the Purchased Units and all certificates issued in exchange therefor or in substitution or transfer thereof shall bear a legend respecting restrictions on transfer as required under applicable securities laws. The Purchaser agrees that the Corporation may be required by law or otherwise to disclose to regulatory authorities the identity Securities Laws of the Purchaser and each beneficial purchaser of First Units for whom the Purchaser may be acting.Offering Jurisdictions;

Prospectus Exemptions. The Purchaser (on his or its own behalf or on behalf of others for whom he or it is contracting hereunder), acknowledges and agrees that the sale and delivery of the Purchased Units Warrants to the Purchaser (or to others for whom he or it is contracting hereunder) is conditional upon such sale being exempt from the requirements under applicable securities legislation requiring the filing of a prospectus in connection with the distribution of the First Units Special Warrants or the delivery of an offering memorandum (as defined in the applicable securities legislation), or upon the issuance of such rulings, orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or delivering an offering memorandum. The Purchaser (Purchaser, on his or its own behalf (or on behalf of others for whom he or it is contracting hereunder) acknowledges and agrees that: : (a) it has received a term sheet in the Purchaser form attached hereto as Schedule II setting out the principal terms of this Subscription Agreement and the offering of Special Warrants; (b) it (or others for whom he or it is contracting hereunder) has not received, nor has he or it requested, nor does it have any need to receive, a prospectus or any offering memorandum, or any other document (other than financial statements, interim financial statements or any other document, the content of which is prescribed by statute or regulation) describing the business and affairs of the Corporation which has been prepared for delivery to, and reviewed by, prospective purchasers in order to assist he or it in making an investment decision in respect of the Purchased Units; Warrants; (bc) the Purchaser’s its decision to execute this Subscription Agreement and purchase the Purchased Units Warrants (on his or its own behalf or on behalf of others for whom he or it is contracting hereunder) has not been based upon any verbal or written representations as to fact or otherwise made by or on behalf of the Underwriters or the Corporation and that its decision (or the decision of others for whom it is contracting hereunder) is based entirely upon information concerning the Corporation contained in documents the content of which is prescribed by statute or regulation; regulation (cany such information having been delivered to it without independent investigation or verification by the Underwriters); (d) the sale of the Purchased Units Warrants was not accompanied by any advertisement in printed media of general and regular paid circulation, radio, radio or television, the Internet or any other form of electronic media; and (de) the Purchaser Underwriters and each of their respective directors, officers, employees, agents and representatives assume no responsibility or liability of any nature whatsoever for the accuracy or adequacy of any such publicly available information or as to whether all information concerning the Corporation required to be disclosed by it has been generally disclosed; (f) it (or others for whom he or it is contracting hereunder) has been advised to consult its own legal advisors with respect to trading in the Special Warrants, the Subject Securities and securities comprising underlying the First Units Subject Securities and to resale restrictions imposed by applicable securities legislation in the jurisdiction in which it resides, that no representation has been made respecting the applicable hold periods or other resale restrictions applicable to such securities, that the Purchaser (or others for whom he or it is contracting hereunder) is solely responsible (and neither the Corporation nor the Underwriters is not in any way responsible) for compliance with applicable resale restrictions and that the Purchaser it is aware that he or it (or others for whom he or it is contracting hereunder) may not be able to resell such securities except in accordance with limited exemptions under applicable securities legislation and regulatory policy. The Purchaser understands that all certificates representing ; and (g) the Purchased Units Special Warrants are otherwise subject to the terms, conditions and all certificates issued in exchange therefor or in substitution or transfer thereof shall bear a legend respecting restrictions on transfer as required under applicable securities lawsprovisions of the Special Warrant Indenture and the Underwriting Agreement. The Purchaser agrees that the Corporation and/or the Underwriters may be required by law or otherwise to disclose to regulatory authorities the identity of the Purchaser and each beneficial purchaser of First Units Special Warrants for whom the Purchaser may be acting.

Prospectus Exemptions. The Purchaser (on his or its own behalf or on behalf of others for whom he or it is contracting hereunder), acknowledges and agrees that the sale and delivery of the Purchased Units Special Warrants to the Purchaser (or to others for whom he or it is contracting hereunder) Subscriber is conditional upon such sale being exempt from the requirements under applicable securities legislation requiring as to the filing of a prospectus in connection with the distribution of the First Units or and as to the delivery of an offering memorandum (as defined in the applicable securities legislation), legislation or upon the issuance of such rulings, orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or delivering an offering memorandum. The Purchaser Subscriber acknowledges and agrees that: (on his a) it (or its own behalf or on behalf of others for whom he or it is contracting hereunder) acknowledges and agrees that: (a) the Purchaser (or others for whom he or it is contracting hereunder) was not provided with, has not received, nor has he or it requested, nor and does it have any not need to receive, a prospectus or any an offering memorandum, memorandum as defined in the applicable securities legislation or any other document (other than financial statements, interim financial statements or any other similar document, the content of which is prescribed by statute or regulation) describing the business and affairs of the Corporation which has been prepared for delivery to, and reviewed by, prospective purchasers in order to assist he or it in making an investment decision in respect of the Purchased Units; ; (b) the Purchaser’s its decision to execute this Subscription Agreement subscription agreement and to purchase the Purchased Units Special Warrants agreed to be purchased hereunder (on his or its own behalf or on behalf of by others for whom he or it is contracting hereunder) has not been based upon any verbal or written representations as to fact or otherwise made by or on behalf of the Corporation Company, the Agent or any other person or company and that its decision (or the decision of others for whom it is contracting hereunder) is based entirely upon the Term Sheet and publicly available information concerning the Corporation contained in documents Company which was obtained by the content of which is prescribed Subscriber and not provided to it by statute either the Company or regulation; the Agent; (c) the sale of the Purchased Units Special Warrants was not accompanied by any advertisement in printed media of general and regular paid circulation, radio, television, the Internet radio or television or any other form of electronic mediaadvertisement or as part of a general solicitation; and and (d) the Purchaser it (or others for whom he or it is contracting hereunder) has been advised to consult its own legal advisors with respect to trading in the securities comprising the First Units and to applicable resale restrictions imposed by and it (or others for whom it is contracting hereunder) is solely responsible (and neither the Company nor the Agent is in any way responsible) for compliance with applicable resale restrictions. The Subscriber acknowledges and agrees that the Special Warrants and the Debentures issuable upon exercise of the Special Warrants are subject to statutory hold periods during which these securities may not be offered, resold or otherwise transferred in Canada, the United States or elsewhere except in compliance with applicable securities legislation laws and the requirements of applicable stock exchanges and that the Subscriber shall not so offer, resell or otherwise transfer these securities except in compliance with applicable securities laws and the jurisdiction in which it resides, requirements of applicable stock exchanges. The Subscriber confirms that no representation has been made respecting the applicable hold periods or other resale restrictions applicable for the Special Warrants. Subscribers are advised to such securities, that the Purchaser (or others for whom he or it is contracting hereunder) is solely responsible (and the Corporation is not consult with their own legal advisers in connection with any way responsible) for compliance with applicable resale restrictions and that the Purchaser is aware that he or it (or others for whom he or it is contracting hereunder) may not be able to resell such securities except in accordance with limited exemptions under applicable securities legislation and regulatory policy. The Purchaser understands that all certificates representing the Purchased Units and all certificates issued in exchange therefor or in substitution or transfer thereof shall bear a legend respecting restrictions on transfer as required under applicable securities laws. The Purchaser agrees that the Corporation may be required by law or otherwise to disclose to regulatory authorities the identity of the Purchaser and each beneficial purchaser of First Units for whom the Purchaser may be actingrestrictions.

Prospectus Exemptions. The Purchaser (on his or its own behalf or on behalf of others for whom he or it is contracting hereunder), acknowledges and agrees that the sale and delivery of the Purchased Units Warrants to the Purchaser (or to others for whom he or it is contracting hereunder) is conditional upon such sale being exempt from the requirements under applicable securities legislation requiring the filing of a prospectus in connection with the distribution of the First Units Special Warrants or the delivery of an offering memorandum (as defined in the applicable securities legislation), or upon the issuance of such rulings, orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or delivering an offering memorandum. The Purchaser (Purchaser, on his or its own behalf (or on behalf of others for whom he or it is contracting hereunder) acknowledges and agrees that: : (a) it has received a term sheet in the Purchaser form attached hereto as Schedule II setting out the principal terms of this Subscription Agreement and the offering of Special Warrants; (b) it (or others for whom he or it is contracting hereunder) has not received, nor has he or it requested, nor does it have any need to receive, a prospectus or any offering memorandum, or any other document (other than financial statements, interim financial statements or any other document, the content of which is prescribed by statute or regulation) describing the business and affairs of the Corporation which has been prepared for delivery to, and reviewed by, prospective purchasers in order to assist he or it in making an investment decision in respect of the Purchased Units; Warrants; (bc) the Purchaser’s its decision to execute this Subscription Agreement and purchase the Purchased Units Warrants (on his or its own behalf or on behalf of others for whom he or it is contracting hereunder) has not been based upon any verbal or written representations as to fact or otherwise made by or on behalf of the Underwriters or the Corporation and that its decision (or the decision of others for whom it is contracting hereunder) is based entirely upon information concerning the Corporation contained in documents the content of which is prescribed by statute or regulation; regulation (cany such information having been delivered to it without independent investigation or verification by the Underwriters); (d) the sale of the Purchased Units Warrants was not accompanied by any advertisement in printed media of general and regular paid circulation, radio, radio or television, the Internet or any other form of electronic media; and (de) the Purchaser Underwriters and each of their respective directors, officers, employees, agents and representatives assume no responsibility or liability of any nature whatsoever for the accuracy or adequacy of any such publicly available information or as to whether all information concerning the Corporation required to be disclosed by it has been generally disclosed; (f) it (or others for whom he or it is contracting hereunder) has been advised to consult its own legal advisors with respect to trading in the Special Warrants, the Subject Securities and securities comprising underlying the First Units Subject Securities and to resale restrictions imposed by applicable securities legislation in the jurisdiction in which it resides, that no representation has been made respecting the applicable hold periods or other resale restrictions applicable to such securities, that the Purchaser (or others for whom he or it is contracting hereunder) is solely responsible (and neither the Corporation nor the Underwriters is not in any way responsible) for compliance with applicable resale restrictions and that the Purchaser it is aware that he or it (or others for whom he or it is contracting hereunder) may not be able to resell such securities except in accordance with limited exemptions under applicable securities legislation and regulatory policy. The Purchaser understands that all certificates representing ; and (g) the Purchased Units Special Warrants are otherwise subject to the terms, conditions and all certificates issued in exchange therefor or in substitution or transfer thereof shall bear a legend respecting restrictions on transfer as required under applicable securities lawsprovisions of the Special Warrant Indenture and the Underwriting Agreement. The Purchaser agrees that the Corporation Corporation, the Selling Securityholders and/or the Underwriter may be required by law or otherwise to disclose to regulatory authorities the identity of the Purchaser and each beneficial purchaser of First Units Special Warrants for whom the Purchaser may be acting.

Prospectus Exemptions. The Purchaser (on his or its own behalf or on behalf of others for whom he or it is contracting hereunder), acknowledges and agrees that the sale and delivery of the Purchased Underlying Securities comprising the Units to the Purchaser Subscriber (or to others for whom he or it is contracting hereunder) is conditional upon such sale being exempt from the requirements under as to registration and exempt from the requirement to file a prospectus as defined in applicable securities legislation requiring the filing of a prospectus in connection with the distribution of the First Units or the delivery of an offering memorandum (as defined in the applicable securities legislation), or upon the issuance of such rulings, orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or delivering an offering memorandumprospectus. The Purchaser (Subscriber on his or its own behalf (or on behalf of others for whom he or it is contracting hereunder) represents, warrants and covenants to the Company(and acknowledges and agrees that the Company and its counsel are relying thereon) that: (a1) the Purchaser it (or others for whom he it is contracting hereunder) has received a term sheet in the form attached hereto as Appendix A setting out the principal terms of this Subscription Agreement and the offering of Units. (2) it (or others for whom it is contracting hereunder) has not receivedbeen provided with, nor has he or it requested, nor does it have any need to receive, a prospectus receive an offering memorandum as defined in applicable securities legislation (an "Offering Memorandum") or any offering memorandum, sales or advertising literature or any other document documents (other than annual financial statements, interim financial statements or any other document, document the content of which is prescribed by statute or regulation) describing the business and affairs of the Corporation Company which has been prepared for delivery to, to and to be reviewed by, by prospective purchasers in order to assist he or it these purchasers in making an investment decision in respect of the Purchased Units; (b3) the Purchaser’s in making its decision to execute this Subscription Agreement subscription and purchase the Purchased Units (on his or its own behalf or on behalf of others those for whom he or it is contracting hereunder) it has relied solely upon publicly available information relative to the Company and such decision has not been based upon any verbal or written representations as to fact or otherwise made by or on behalf of the Corporation and that its decision Company; (4) the sale of the Units was not accompanied by nor solicited through any advertisement in printed public media, radio, television or telecommunications, including electronic display; (5) it (or the decision of others for whom it is contracting hereunder) is based entirely upon information concerning has been independently advised that the Corporation contained in documents the content of which is prescribed by statute or regulation; (c) Units are being offered for sale only on a "private placement" basis and that the sale and delivery of the Purchased Underlying Securities comprising the Units was not accompanied by any advertisement in printed media of general and regular paid circulation, radio, television, to the Internet or any other form of electronic media; and (d) the Purchaser Subscriber (or others for whom he or it is contracting hereunder) are conditional upon such sale being exempt from the requirement to file a prospectus and the requirement to deliver an offering memorandum under any applicable law relating to the sale of the Units or upon the issuance of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or delivering an offering memorandum; and has further been independently advised as to consult its own legal advisors with respect to trading in the securities comprising the First Units and to applicable resale restrictions imposed by applicable securities legislation in the jurisdiction in which it resides, confirms that no representation has been made respecting to it by or on behalf of the applicable hold periods or other resale restrictions applicable to such securitiesCompany with respect thereto, acknowledges that the Purchaser (or others for whom he or it is contracting hereunder) is solely responsible (aware of the characteristics of the Underlying Securities comprising the Units, the risks relating to an investment therein and of the Corporation is not in any way responsible) for compliance with applicable resale restrictions and fact that the Purchaser is aware that he or it (or others for whom he or it is contracting hereunder) may not be able to resell such securities the Units and Underlying Securities except in accordance with limited exemptions under applicable securities legislation and regulatory policy. The Purchaser understands that all certificates representing the Purchased Units and all certificates issued in exchange therefor or in substitution or transfer thereof shall bear a legend respecting restrictions on transfer as required under applicable securities laws. The Purchaser agrees that the Corporation may be required by law or otherwise to disclose to regulatory authorities the identity of the Purchaser and each beneficial purchaser of First Units for whom the Purchaser may be acting.

Prospectus Exemptions. The Purchaser (on his or its own behalf or on behalf of others for whom he or it is contracting hereunder), acknowledges and agrees that the sale and delivery of the Purchased Units Warrants to the Purchaser (or to others for whom he or it is contracting hereunder) is conditional upon such sale being exempt from the requirements under applicable securities legislation requiring the filing of a prospectus in connection with the distribution of the First Units Special Warrants or the delivery of an offering memorandum (as defined in the applicable securities legislation), or upon the issuance of such rulings, orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or delivering an offering memorandum. The Purchaser (Purchaser, on his or its own behalf (or on behalf of others for whom he or it is contracting hereunder) acknowledges and agrees that: : (a) it has received a term sheet in the Purchaser form attached hereto as Schedule I setting out the principal terms of this Subscription Agreement and the offering of Special Warrants; (b) it (or others for whom he or it is contracting hereunder) has not received, nor has he or it requested, nor does it have any need to receive, a prospectus or any offering memorandum, or any other document (other than financial statements, interim financial statements or any other document, the content of which is prescribed by statute or regulation) describing the business and affairs of the Corporation which has been prepared for delivery to, and reviewed by, prospective purchasers in order to assist he or it in making an investment decision in respect of the Purchased Units; Warrants; (bc) the Purchaser’s its decision to execute this Subscription Agreement and purchase the Purchased Units Warrants (on his or its own behalf or on behalf of others for whom he or it is contracting hereunder) has not been based upon any verbal or written representations as to fact or otherwise made by or on behalf of the Underwriters or the Corporation and that its decision (or the decision of others for whom it is contracting hereunder) is based entirely upon information concerning the Corporation contained in documents the content of which is prescribed by statute or regulation; regulation (cany such information having been delivered to it without independent investigation or verification by the Underwriters); (d) the sale of the Purchased Units Warrants was not accompanied by any general solicitation or general advertisement including, but not limited to, any advertisement, article, notice or other communication in any newspaper, magazine, printed media or similar medium of general and regular paid circulation, radio, television, the Internet or broadcast over radio or television or any other form of electronic mediaseminar or meeting where attendees were invited by any general solicitation or advertising; and (de) the Purchaser Underwriters and each of their respective directors, officers, employees, agents and representatives assume no responsibility or liability of any nature whatsoever for the accuracy or adequacy of any such publicly available information or as to whether all information concerning the Corporation required to be disclosed by it has been generally disclosed; (f) it (or others for whom he or it is contracting hereunder) has been advised to consult its own legal advisors with respect to trading in the Special Warrants, the Subject Securities and securities comprising underlying the First Units Subject Securities and to resale restrictions imposed by applicable securities legislation in the jurisdiction in which it resides, that no representation has been made respecting the applicable hold periods or other resale restrictions applicable to such securities, that the Purchaser (or others for whom he or it is contracting hereunder) is solely responsible (and neither the Corporation nor the Underwriters is not in any way responsible) for compliance with applicable resale restrictions and that the Purchaser it is aware that he or it (or others for whom he or it is contracting hereunder) may not be able to resell such securities except in accordance with limited exemptions under applicable securities legislation and regulatory policy. The Purchaser understands that all certificates representing ; and (g) the Purchased Units Special Warrants are otherwise subject to the terms, conditions and all certificates issued in exchange therefor or in substitution or transfer thereof shall bear a legend respecting restrictions on transfer as required under applicable securities lawsprovisions of the Special Warrant Indenture and the Underwriting Agreement. The Purchaser agrees that the Corporation Corporation, the Selling Securityholders and/or the Underwriter may be required by law or otherwise to disclose to regulatory authorities the identity of the Purchaser and each beneficial purchaser of First Units Special Warrants for whom the Purchaser may be acting.

Prospectus Exemptions. The Purchaser (on his or its own behalf or on behalf of others for whom he or it is contracting hereunder), acknowledges and agrees that the sale and delivery of the Purchased Units Special Warrants to the Purchaser (or to others for whom he or it is contracting hereunder) Subscriber is conditional upon such sale being exempt from the requirements under applicable securities legislation requiring as to the filing of a prospectus in connection with the distribution of the First Units or and as to the delivery of an offering memorandum (as defined in the applicable securities legislation), legislation or upon 144554\0514777.WP - 4 - the issuance of such rulings, orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or delivering an offering memorandum. The Purchaser Subscriber acknowledges and agrees that: (on his a) it (or its own behalf or on behalf of others for whom he or it is contracting hereunder) acknowledges and agrees that: (a) the Purchaser (or others for whom he or it is contracting hereunder) was not provided with, has not received, nor has he or it requested, nor and does it have any not need to receive, a prospectus or any an offering memorandum, memorandum as defined in the applicable securities legislation or any other document (other than financial statements, interim financial statements or any other similar document, the content of which is prescribed by statute or regulation) describing the business and affairs of the Corporation which has been prepared for delivery to, and reviewed by, prospective purchasers in order to assist he or it in making an investment decision in respect of the Purchased Units; ; (b) the Purchaser’s its decision to execute this Subscription Agreement subscription agreement and to purchase the Purchased Units Special Warrants agreed to be purchased hereunder (on his or its own behalf or on behalf of by others for whom he or it is contracting hereunder) has not been based upon any verbal or written representations as to fact or otherwise made by or on behalf of the Corporation Company, the Agent or any other person or company and that its decision (or the decision of others for whom it is contracting hereunder) is based entirely upon the Term Sheet and publicly available information concerning the Corporation contained in documents Company which was obtained by the content of which is prescribed Subscriber and not provided to it by statute either the Company or regulation; the Agent; (c) the sale of the Purchased Units Special Warrants was not accompanied by any advertisement in printed media of general and regular paid circulation, radio, television, the Internet radio or television or any other form of electronic mediaadvertisement or as part of a general solicitation; and and (d) the Purchaser it (or others for whom he or it is contracting hereunder) has been advised to consult its own legal advisors with respect to trading in the securities comprising the First Units and to applicable resale restrictions imposed by and it (or others for whom it is contracting hereunder) is solely responsible (and neither the Company nor the Agent is in any way responsible) for compliance with applicable resale restrictions. The Subscriber acknowledges and agrees that the Special Warrants, and the Debentures issuable upon exercise of the Special Warrants are subject to statutory hold periods during which these securities may not be offered, resold or otherwise transferred in Canada, the United States or elsewhere except in compliance with applicable securities legislation laws and the requirements of applicable stock exchanges and that the Subscriber shall not so offer, resell or otherwise transfer these securities except in compliance with applicable securities laws and the jurisdiction in which it resides, requirements of applicable stock exchanges. The Subscriber confirms that no representation has been made respecting the applicable hold periods or other resale restrictions applicable for the Special Warrants. Subscribers are advised to such securities, that the Purchaser (or others for whom he or it is contracting hereunder) is solely responsible (and the Corporation is not consult with their own legal advisers in connection with any way responsible) for compliance with applicable resale restrictions and that the Purchaser is aware that he or it (or others for whom he or it is contracting hereunder) may not be able to resell such securities except in accordance with limited exemptions under applicable securities legislation and regulatory policy. The Purchaser understands that all certificates representing the Purchased Units and all certificates issued in exchange therefor or in substitution or transfer thereof shall bear a legend respecting restrictions on transfer as required under applicable securities laws. The Purchaser agrees that the Corporation may be required by law or otherwise to disclose to regulatory authorities the identity of the Purchaser and each beneficial purchaser of First Units for whom the Purchaser may be actingrestrictions.

Prospectus Exemptions. The Purchaser (on his or its own behalf or on behalf of others for whom he or it is contracting hereunder), acknowledges and agrees that the sale and delivery of the Purchased Units Special Warrants to the Purchaser Subscriber (or to others for whom he or it is contracting hereunder) is conditional upon such sale being exempt from the requirements under applicable securities legislation requiring the filing of requirement to file a prospectus in connection with the distribution of the First Units or the delivery of an offering memorandum (prospectus, as defined in the applicable securities legislation), in the Filing Jurisdictions or upon the issuance of such rulings, orders, consents or approvals as may be required to permit such sale and delivery without the requirement of filing a prospectus or delivering an offering memorandumprospectus. The Purchaser (Subscriber on his or its own behalf (or on behalf of others for whom he or it is contracting hereunder, if applicable) acknowledges and agrees that: (a) the Purchaser it (or others for from whom he or it is contracting hereunder) has not receivedbeen provided with, nor has he or it requested, nor does it have any need to receive, a prospectus receive an offering memorandum as defined in applicable securities legislation (an "Offering Memorandum") or any offering memorandum, or any other document documents (other than annual financial statements, interim financial statements or any other document, document the content of which is prescribed by statute or regulationstatute) describing the business and affairs of the Corporation Company which has been prepared for delivery to, to and to be reviewed by, by prospective purchasers in order to assist he or it these purchasers in making an investment decision in respect of the Purchased UnitsSpecial Warrants; (b) the Purchaser’s its decision to execute this Subscription Agreement and purchase the Purchased Units Special Warrants (on his or its own behalf or on behalf of others those for whom he or it is contracting hereunder) has not been based upon any verbal or written representations as to fact or otherwise made by or on behalf of the Corporation and that its decision (Agent or the decision of others for whom it is contracting hereunder) is based entirely upon information concerning the Corporation contained in documents the content of which is prescribed by statute or regulationCompany; (c) to the best of its knowledge, the sale of the Purchased Units Special Warrants was not accompanied by any advertisement in printed media of general and regular paid circulation, radio, television, the Internet radio or any other form of electronic mediatelevision or otherwise; and (d) the Purchaser it (or others for whom he or it is contracting hereunder) has been independently advised as to consult its own legal advisors with respect to trading in the securities comprising the First Units and to applicable resale restrictions imposed by applicable securities legislation in the jurisdiction in which it resides, confirms that no representation has been made respecting to it by or on behalf of the applicable hold periods Agent or other resale restrictions applicable to such securitiesthe Company with respect thereto, acknowledges that the Purchaser (or others for whom he or it is contracting hereunder) is solely responsible (aware of the characteristics of the Special Warrants, the risks relating to an investment therein and of the Corporation is not in any way responsible) for compliance with applicable resale restrictions and fact that the Purchaser is aware that he or it (or others for whom he or it is contracting hereunder) may not be able to resell such securities the Special Warrants or Shares except in accordance with limited exemptions under applicable securities legislation and regulatory policy. The Purchaser understands policy and that all certificates representing if it (or others for whom it is contracting hereunder) exercises the Purchased Units and all certificates issued Special Warrants prior to the issuance of final receipt for a prospectus in exchange therefor or in substitution or transfer thereof shall bear a legend respecting restrictions on transfer as required under applicable securities laws. The Purchaser agrees that the Corporation Filing Jurisdictions, the Shares acquired may be required by law or otherwise subject to disclose to regulatory authorities applicable resale restrictions in the identity of the Purchaser and each beneficial purchaser of First Units for whom the Purchaser may be actingFiling Jurisdictions.