Common use of Representations, Warranties and Covenants of the Contractor Clause in Contracts

Representations, Warranties and Covenants of the Contractor. The Contractor hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the end of the expiry of the Term or early termination of this Agreement) that: (a) the Contractor is not a U.S. Person and is a resident in Canada; (b) the Contractor is not acquiring the Compensation Shares for the account or benefit of, directly or indirectly, any U.S. Person; (c) the sale of the Compensation Shares to the Contractor as contemplated in this Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Contractor; (d) the Contractor is acquiring the Compensation Shares for investment only and not with a view to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Compensation Shares in the United States or to U.S. Persons; (e) the Contractor is outside the United States when receiving and executing this Agreement and is acquiring the Compensation Shares as principal for the Contractor’s own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Compensation Shares; (f) the entering into of this Agreement and the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Contractor; (g) the entering into of this Agreement and the transactions contemplated thereby will not result in the violation of any of the terms and provisions of any law applicable to the Contractor, or of any agreement, written or oral, to which the Contractor may be a party or by which the Contractor is or may be bound; (h) the Contractor has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Contractor enforceable against the Contractor in accordance with its terms; (i) the Contractor has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in the Compensation Shares and the Company; (j) the Contractor is not an underwriter of, or dealer in, the common shares of the Company, nor is the Contractor participating, pursuant to a contractual agreement or otherwise, in the distribution of the Compensation Shares; (k) the Contractor is not aware of any advertisement of pertaining to the Company or any of the Compensation Shares; and (l) no person has made to the Contractor any written or oral representations: (i) that any person will resell or repurchase any of the Compensation Shares; (ii) that any person will refund the purchase price of any of the Compensation Shares; (iii) as to the future price or value of any of the Compensation Shares; or (iv) that any of the Compensation Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Compensation Shares of the Company on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the common shares of the Company on the OTC Bulletin Board.

Representations, Warranties and Covenants of the Contractor. The Contractor hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the end of the expiry of the Term or early termination of this Agreement) that: (a) the The Contractor is not a U.S. Person and is a resident an "accredited investor" as that term is defined in CanadaRule 501 of Regulation D promulgated under the 1933 Act; (b) the Contractor is not acquiring the Compensation Shares for the account or benefit of, directly or indirectly, any U.S. Person; (c) the sale of the Compensation Shares to the Contractor as contemplated in this Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Contractor; (d) the Contractor is acquiring the Compensation Shares for investment only and not with a view to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Compensation Shares in the United States or to U.S. Persons; (e) the Contractor is outside the United States when receiving and executing this Agreement and is acquiring the Compensation Shares as principal for the Contractor’s own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Compensation Shares; (f) the entering into of this Agreement and the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Contractor; (g) the entering into of this Agreement and the transactions contemplated thereby will not result in the violation of any of the terms and provisions of any law applicable to the Contractor, or of any agreement, written or oral, to which the Contractor may be a party or by which the Contractor is or may be bound; (h) the Contractor has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Contractor enforceable against the Contractor in accordance with its terms; (i) the Contractor has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in the Compensation Shares and the Company; (j) the Contractor is not an underwriter of, or dealer in, the common shares of the Company, nor is the Contractor participating, pursuant to a contractual agreement or otherwise, in the distribution of the Compensation Shares; (k) the Contractor is not aware of any advertisement of pertaining to the Company or any of the Compensation Shares; and (l) no person has made to the Contractor any written or oral representations: (i) that any person will resell or repurchase any of the Compensation Shares; (ii) that any person will refund the purchase price of any of the Compensation Shares; (iii) as to the future price or value of any of the Compensation Shares; or (iv) that any of the Compensation Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Compensation Shares of the Company on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the common shares of the Company on the OTC Bulletin Board.

Representations, Warranties and Covenants of the Contractor. The Contractor hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the end of the expiry of the Term or early termination of this Agreement) that: (a) the Contractor is not a U.S. Person and is a resident and/or incorprated in Canadathe country indicated on the first page of this Agreement; (b) the Contractor is not acquiring the Compensation Shares for the account or benefit of, directly or indirectly, any U.S. Person; (c) the sale of the Compensation Shares to the Contractor as contemplated in this Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Contractor; (d) the Contractor is acquiring the Compensation Shares for investment only and not with a view to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Compensation Shares in the United States or to U.S. Persons; (e) the Contractor is outside the United States when receiving and executing this Agreement and is acquiring the Compensation Shares as principal for the Contractor’s own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Compensation Shares; (f) the entering into of this Agreement and the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Contractor; (g) the entering into of this Agreement and the transactions contemplated thereby will not result in the violation of any of the terms and provisions of any law applicable to the Contractor, or of any agreement, written or oral, to which the Contractor may be a party or by which the Contractor is or may be bound; (h) the Contractor has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Contractor enforceable against the Contractor in accordance with its terms; (i) the Contractor has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in the Compensation Shares and the Company; (j) the Contractor is not an underwriter of, or dealer in, the common shares of the Company, nor is the Contractor participating, pursuant to a contractual agreement or otherwise, in the distribution of the Compensation Shares; (k) the Contractor is not aware of any advertisement of pertaining to the Company or any of the Compensation Shares; and (l) no person has made to the Contractor any written or oral representations: (i) that any person will resell or repurchase any of the Compensation Shares; (ii) that any person will refund the purchase price of any of the Compensation Shares; (iii) as to the future price or value of any of the Compensation Shares; or (iv) that any of the Compensation Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Compensation Shares of the Company on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the common shares of the Company on the OTC Bulletin Board.

Representations, Warranties and Covenants of the Contractor. The Contractor hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the end of the expiry of the Term or early termination of this Agreement) that: (a) the The Contractor is not a U.S. Person and is a resident an "accredited investor" as that term is defined in CanadaRule 501 of Regulation D promulgated under the 1933 Act; (b) the Contractor is not acquiring the Compensation Shares for the account or benefit of, directly or indirectly, any other U.S. Person; (c) the sale of the Compensation Shares to the Contractor as contemplated in this Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Contractor; (d) the Contractor is acquiring the Compensation Shares for investment only and not with a view to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Compensation Shares in the United States or to U.S. Persons; (e) the Contractor is outside the United States when receiving and executing this Agreement and is acquiring the Compensation Shares as principal for the Contractor’s 's own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Compensation Shares; (f) the entering into of this Agreement and the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Contractor; (g) the entering into of this Agreement and the transactions contemplated thereby will not result in the violation of any of the terms and provisions of any law applicable to the Contractor, or of any agreement, written or oral, to which the Contractor may be a party or by which the Contractor is or may be bound; (h) the Contractor has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Contractor enforceable against the Contractor in accordance with its terms; (i) the Contractor has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in the Compensation Shares and the Company; (j) the Contractor is not an underwriter of, or dealer in, the common shares of the Company, nor is the Contractor participating, pursuant to a contractual agreement or otherwise, in the distribution of the Compensation Shares; (k) the Contractor is not aware of any advertisement of pertaining to the Company or any of the Compensation Shares; and (l) no person has made to the Contractor any written or oral representations: (i) that any person will resell or repurchase any of the Compensation Shares; (ii) that any person will refund the purchase price of any of the Compensation Shares; (iii) as to the future price or value of any of the Compensation Shares; or (iv) that any of the Compensation Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Compensation Shares of the Company on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the common shares of the Company on the OTC Bulletin Board.

Representations, Warranties and Covenants of the Contractor. The Contractor hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the end of the expiry of the Term or early termination of this Agreement) that: (a) the The Contractor is not a U.S. Person and is a resident an "accredited investor" as that term is defined in CanadaRule 501 of Regulation D promulgated under the 1933 Act; (b) the Contractor is not acquiring the Compensation Shares for the account or benefit of, directly or indirectly, any U.S. Person; (c) the sale of the Compensation Shares to the Contractor as contemplated in this Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Contractor; (d) the Contractor is acquiring the Compensation Shares for investment only and not with a view to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Compensation Shares in the United States or to U.S. Persons; (e) the Contractor is outside the United States when receiving and executing this Agreement and is acquiring the Compensation Shares as principal for the Contractor’s 's own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Compensation Shares; (f) the entering into of this Agreement and the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Contractor; (g) the entering into of this Agreement and the transactions contemplated thereby will not result in the violation of any of the terms and provisions of any law applicable to the Contractor, or of any agreement, written or oral, to which the Contractor may be a party or by which the Contractor is or may be bound; (h) the Contractor has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Contractor enforceable against the Contractor in accordance with its terms; (i) the Contractor has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in the Compensation Shares and the Company; (j) the Contractor is not an underwriter of, or dealer in, the common shares of the Company, nor is the Contractor participating, pursuant to a contractual agreement or otherwise, in the distribution of the Compensation Shares; (k) the Contractor is not aware of any advertisement of pertaining to the Company or any of the Compensation Shares; and (l) no person has made to the Contractor any written or oral representations: (i) that any person will resell or repurchase any of the Compensation Shares; (ii) that any person will refund the purchase price of any of the Compensation Shares; (iii) as to the future price or value of any of the Compensation Shares; or (iv) that any of the Compensation Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Compensation Shares of the Company on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the common shares of the Company on the OTC Bulletin Board.

Representations, Warranties and Covenants of the Contractor. The Contractor hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the end of the expiry of the Term or early termination of this Agreement) that: (a) the Contractor is not a U.S. Person and is a resident in Canada; (b) the Contractor is not acquiring the Compensation Shares for the account or benefit of, directly or indirectly, any U.S. Person; (c) the sale of the Compensation Shares to the Contractor as contemplated in this Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Contractor; (d) the Contractor is acquiring the Compensation Shares for investment only and not with a view to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Compensation Shares in the United States or to U.S. Persons; (e) the Contractor is outside the United States when receiving and executing this Agreement and is acquiring the Compensation Shares as principal for the Contractor’s 's own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Compensation Shares; (f) the entering into of this Agreement and the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Contractor; (g) the entering into of this Agreement and the transactions contemplated thereby will not result in the violation of any of the terms and provisions of any law applicable to the Contractor, or of any agreement, written or oral, to which the Contractor may be a party or by which the Contractor is or may be bound; (h) the Contractor has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Contractor enforceable against the Contractor in accordance with its terms; (i) the Contractor has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in the Compensation Shares and the Company; (j) the Contractor is not an underwriter of, or dealer in, the common shares of the Company, nor is the Contractor participating, pursuant to a contractual agreement or otherwise, in the distribution of the Compensation Shares; (k) the Contractor is not aware of any advertisement of pertaining to the Company or any of the Compensation Shares; and (l) no person has made to the Contractor any written or oral representations: (i) that any person will resell or repurchase any of the Compensation Shares; (ii) that any person will refund the purchase price of any of the Compensation Shares; (iii) as to the future price or value of any of the Compensation Shares; or (iv) that any of the Compensation Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Compensation Shares of the Company on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the common shares of the Company on the OTC Bulletin Board.

Representations, Warranties and Covenants of the Contractor. The Contractor hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the end of the expiry of the Term or early termination of this Agreement) that: (a) the The Contractor is not a U.S. US Person and as that term is a resident defined in CanadaRegulation S promulgated under the 1933 Act; (b) the Contractor is not acquiring the Compensation Shares for the account or benefit of, directly or indirectly, any U.S. Person; (c) the sale of the Compensation Shares Options to the Contractor as contemplated in this Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Contractor; (dc) the Contractor is acquiring the Compensation Shares Options for investment only and not with a view to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Compensation Shares Options in the United States or to U.S. Persons; (ed) the Contractor is outside the United States when receiving and executing this Agreement and is acquiring the Compensation Shares Options as principal for the Contractor’s 's own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Compensation SharesOptions; (fe) the entering into of this Agreement and the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Contractor; (gf) the entering into of this Agreement and the transactions contemplated thereby will not result in the violation of any of the terms and provisions of any law applicable to the Contractor, or of any agreement, written or oral, to which the Contractor may be a party or by which the Contractor is or may be bound; (hg) the Contractor has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Contractor enforceable against the Contractor in accordance with its terms; (ih) the Contractor has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in the Compensation Shares Options and the Company; (ji) the Contractor is not an underwriter of, or dealer in, the common shares of the Company, nor is the Contractor participating, pursuant to a contractual agreement or otherwise, in the distribution of the Compensation SharesOptions; (kj) the Contractor is not aware of any advertisement of pertaining to the Company or any of the Compensation SharesOptions; and (lk) no person has made to the Contractor any written or oral representations: (i) that any person will resell or repurchase any of the Compensation SharesOptions; (ii) that any person will refund the purchase price of any of the Compensation SharesOptions; (iii) as to the future price or value of any of the Compensation SharesOptions; or (iv) that any of the Compensation Shares Options will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Compensation Shares Options of the Company on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the common shares of the Company on the OTC Bulletin Board.

Representations, Warranties and Covenants of the Contractor. The Contractor hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the end of the expiry of the Term or early termination of this Agreement) that: (a) the The Contractor is a resident of Canada and is not a “U.S. Person and Person” as that term is a resident defined in Canada;Regulation S of the Securities Act of 1933. (b) the Contractor is not acquiring the Compensation Shares for the account or benefit of, directly or indirectly, any U.S. Person; (c) the sale of the Compensation Shares to the Contractor as contemplated in this Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Contractor; (d) the Contractor is acquiring the Compensation Shares for investment only and not with a view to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Compensation Shares in the United States or to U.S. Persons; (e) the Contractor is outside the United States when receiving and executing this Agreement and is acquiring the Compensation Shares as principal for the Contractor’s own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Compensation Shares; (f) the entering into of this Agreement and the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Contractor; (g) the entering into of this Agreement and the transactions contemplated thereby will not result in the violation of any of the terms and provisions of any law applicable to the Contractor, or of any agreement, written or oral, to which the Contractor may be a party or by which the Contractor is or may be bound; (h) the Contractor has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Contractor enforceable against the Contractor in accordance with its terms; (i) the Contractor has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in the Compensation Shares and the Company; (j) the Contractor is not an underwriter of, or dealer in, the common shares of the Company, nor is the Contractor participating, pursuant to a contractual agreement or otherwise, in the distribution of the Compensation Shares; (k) the Contractor is not aware of any advertisement of pertaining to the Company or any of the Compensation Shares; and (l) no person has made to the Contractor any written or oral representations: (i) that any person will resell or repurchase any of the Compensation Shares; (ii) that any person will refund the purchase price of any of the Compensation Shares; (iii) as to the future price or value of any of the Compensation Shares; or (iv) that any of the Compensation Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Compensation Shares of the Company on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the common shares of the Company on the OTC Bulletin Board.

Representations, Warranties and Covenants of the Contractor. The Contractor hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the end of the expiry of the Term or early termination of this Agreement) that: (a) the Contractor is not a U.S. Person and is a resident in Canada; (b) the Contractor is not acquiring the Compensation Shares Options for the account or benefit of, directly or indirectly, any U.S. Person; (c) the sale of the Compensation Shares Options to the Contractor as contemplated in this Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Contractor; (d) the Contractor is acquiring the Compensation Shares Options for investment only and not with a view to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Compensation Shares Options in the United States or to U.S. Persons; (e) the Contractor is outside the United States when receiving and executing this Agreement and is acquiring the Compensation Shares Options as principal for the Contractor’s own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Compensation SharesOptions; (f) the entering into of this Agreement and the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Contractor; (g) the entering into of this Agreement and the transactions contemplated thereby will not result in the violation of any of the terms and provisions of any law applicable to the Contractor, or of any agreement, written or oral, to which the Contractor may be a party or by which the Contractor is or may be bound; (h) the Contractor has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Contractor enforceable against the Contractor in accordance with its terms; (i) the Contractor has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in the Compensation Shares Options and the Company; (j) the Contractor is not an underwriter of, or dealer in, the common shares of the Company, nor is the Contractor participating, pursuant to a contractual agreement or otherwise, in the distribution of the Compensation SharesOptions; (k) the Contractor is not aware of any advertisement of pertaining to the Company or any of the Compensation SharesOptions; and (l) no person has made to the Contractor any written or oral representations: (i) that any person will resell or repurchase any of the Compensation SharesOptions; (ii) that any person will refund the purchase price of any of the Compensation SharesOptions; (iii) as to the future price or value of any of the Compensation SharesOptions; or (iv) that any of the Compensation Shares Options will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Compensation Shares Options of the Company on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the common shares of the Company on the OTC Bulletin Board.

Representations, Warranties and Covenants of the Contractor. The Contractor hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the end of the expiry of the Term or early termination of this Agreement) that: (a) the The Contractor is not a U.S. US Person and as that term is a resident defined in CanadaRegulation S promulgated under the 1933 Act; (b) the Contractor is not acquiring the Compensation Shares for the account or benefit of, directly or indirectly, any other U.S. Person; (c) the sale of the Compensation Shares to the Contractor as contemplated in this Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Contractor; (d) the Contractor is acquiring the Compensation Shares for investment only and not with a view to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Compensation Shares in the United States or to U.S. Persons; (e) the Contractor is outside the United States when receiving and executing this Agreement and is acquiring the Compensation Shares as principal for the Contractor’s 's own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Compensation Shares; (f) the entering into of this Agreement and the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Contractor; (g) the entering into of this Agreement and the transactions contemplated thereby will not result in the violation of any of the terms and provisions of any law applicable to the Contractor, or of any agreement, written or oral, to which the Contractor may be a party or by which the Contractor is or may be bound; (h) the Contractor has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Contractor enforceable against the Contractor in accordance with its terms; (i) the Contractor has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in the Compensation Shares and the Company; (j) the Contractor is not an underwriter of, or dealer in, the common shares of the Company, nor is the Contractor participating, pursuant to a contractual agreement or otherwise, in the distribution of the Compensation Shares; (k) the Contractor is not aware of any advertisement of pertaining to the Company or any of the Compensation Shares; and (l) no person has made to the Contractor any written or oral representations: (i) that any person will resell or repurchase any of the Compensation Shares; (ii) that any person will refund the purchase price of any of the Compensation Shares; (iii) as to the future price or value of any of the Compensation Shares; or (iv) that any of the Compensation Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Compensation Shares of the Company on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the common shares of the Company on the OTC Bulletin Board.

Representations, Warranties and Covenants of the Contractor. The Contractor hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the end of the expiry of the Term or early termination of this Agreement) that: (a) the The Contractor is not a U.S. Person and is a resident an "accredited investor" as that term is defined in CanadaRule 501 of Regulation D promulgated under the 1933 Act; (b) the Contractor is not acquiring the Compensation Shares for the account or benefit of, directly or indirectly, any U.S. Person; (c) the sale of the Compensation Shares to the Contractor as contemplated in this Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Contractor; (dc) the Contractor is acquiring the Compensation Shares for investment only and not with a view to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Compensation Shares in the United States or to U.S. Persons; (ed) the Contractor is outside the United States when receiving and executing this Agreement and is acquiring the Compensation Shares as principal for the Contractor’s 's own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Compensation Shares; (fe) the entering into of this Agreement and the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Contractor; (gf) the entering into of this Agreement and the transactions contemplated thereby will not result in the violation of any of the terms and provisions of any law applicable to the Contractor, or of any agreement, written or oral, to which the Contractor may be a party or by which the Contractor is or may be bound; (hg) the Contractor has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Contractor enforceable against the Contractor in accordance with its terms; (ih) the Contractor has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in the Compensation Shares and the Company; (ji) the Contractor is not an underwriter of, or dealer in, the common shares of the Company, nor is the Contractor participating, pursuant to a contractual agreement or otherwise, in the distribution of the Compensation Shares; (kj) the Contractor is not aware of any advertisement of pertaining to the Company or any of the Compensation Shares; and (lk) no person has made to the Contractor any written or oral representations: (i) that any person will resell or repurchase any of the Compensation Shares; (ii) that any person will refund the purchase price of any of the Compensation Shares; (iii) as to the future price or value of any of the Compensation Shares; or (iv) that any of the Compensation Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Compensation Shares of the Company on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the common shares of the Company on the OTC Bulletin Board.

Representations, Warranties and Covenants of the Contractor. The Contractor hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the end of the expiry of the Term or early termination of this Agreement) that: (a) the Contractor is not a U.S. Person and is a resident in Canada; (b) the Contractor is not acquiring the Compensation Shares for the account or benefit of, directly or indirectly, any U.S. Person; (c) the sale of the Compensation Shares to the Contractor as contemplated in this Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Contractor; (d) the Contractor is acquiring the Compensation Shares for investment only and not with a view to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Compensation Shares in the United States or to U.S. Persons; (e) the Contractor is outside the United States when receiving and executing this Agreement and is acquiring the Compensation Shares as principal for the Contractor’s own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Compensation Shares; (f) the entering into of this Agreement and the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Contractor; (gb) the entering into of this Agreement and the transactions contemplated thereby will not result in the violation of any of the terms and provisions of any law applicable to the Contractor, or of any agreement, written or oral, to which the Contractor may be a party or by which the Contractor is or may be bound; (hc) the Contractor has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Contractor enforceable against the Contractor in accordance with its terms; (id) the Contractor has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in the Compensation Shares and the Company; (je) all information contained in the Acknowledgment Letter is complete and accurate and may be relied upon by the Company; (f) the Contractor is acquiring the Compensation Shares as principal for the Contractor’s own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in the Compensation Shares; (g) the Contractor is not an underwriter of, or dealer in, the common shares of the Company, nor is the Contractor participating, pursuant to a contractual agreement or otherwise, in the distribution of the Compensation Shares; (kh) the Contractor is not aware of any advertisement of pertaining to the Company or any of the Compensation Shares; and; (li) no person has made to the Contractor any written or oral representations: (i) that any person will resell or repurchase any of the Compensation Shares; (ii) that any person will refund the purchase price of any of the Compensation Shares; (iii) as to the future price or value of any of the Compensation Shares; or (iv) that any of the Compensation Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Compensation Shares of the Company on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the common shares of the Company on the OTC Bulletin Board; and (j) the Contractor is aware that it will not be able to rely on the resale provisions of Multilateral Instrument 45-102, adopted by the British Columbia Securities Commission, and that any subsequent trade in the Compensation Shares in any Province or territory of Canada will be a distribution subject to the prospectus and registration requirements of Canadian securities legislation, to the extent that the trade is at that time subject to any such Canadian securities legislation.

Representations, Warranties and Covenants of the Contractor. The Contractor hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the end of the expiry of the Term or early termination of this Agreement) that: (a) the Contractor is not a U.S. Person and is a resident in CanadaAustralia; (b) the Contractor is not acquiring the Compensation Shares for the account or benefit of, directly or indirectly, any U.S. Person; (c) the sale of the Compensation Shares to the Contractor as contemplated in this Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Contractor; (d) the Contractor is acquiring the Compensation Shares for investment only and not with a view to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Compensation Shares in the United States or to U.S. Persons; (e) the Contractor is outside the United States when receiving and executing this Agreement and is acquiring the Compensation Shares as principal for the Contractor’s own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Compensation Shares; (f) the entering into of this Agreement and the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Contractor; (g) the entering into of this Agreement and the transactions contemplated thereby will not result in the violation of any of the terms and provisions of any law applicable to the Contractor, or of any agreement, written or oral, to which the Contractor may be a party or by which the Contractor is or may be bound; (h) the Contractor has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Contractor enforceable against the Contractor in accordance with its terms; (i) the Contractor has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in the Compensation Shares and the Company; (j) the Contractor is not an underwriter of, or dealer in, the common shares of the Company, nor is the Contractor participating, pursuant to a contractual agreement or otherwise, in the distribution of the Compensation Shares; (k) the Contractor is not aware of any advertisement of pertaining to the Company or any of the Compensation Shares; and (l) no person has made to the Contractor any written or oral representations: (i) that any person will resell or repurchase any of the Compensation Shares; (ii) that any person will refund the purchase price of any of the Compensation Shares; (iii) as to the future price or value of any of the Compensation Shares; or (iv) that any of the Compensation Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Compensation Shares of the Company on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the common shares of the Company on the OTC Bulletin Board.

Representations, Warranties and Covenants of the Contractor. The Contractor hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the end of the expiry of the Term or early termination of this Agreement) that: (a) the Contractor is not a U.S. Person and is a resident an “accredited investor” as that term is defined in CanadaRule 501 of Regulation D promulgated under the 1933 Act; (b) the Contractor is not acquiring the Compensation Shares for the account or benefit of, directly or indirectly, any U.S. Person; (c) the sale of the Compensation Shares to the Contractor as contemplated in this Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Contractor; (d) the Contractor is acquiring the Compensation Shares for investment only and not with a view to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Compensation Shares in the United States or to U.S. Persons; (e) the Contractor is outside the United States when receiving and executing this Agreement and is acquiring the Compensation Shares as principal for the Contractor’s own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Compensation Shares; (f) the entering into of this Agreement and the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Contractor; (g) the entering into of this Agreement and the transactions contemplated thereby will not result in the violation of any of the terms and provisions of any law applicable to the Contractor, or of any agreement, written or oral, to which the Contractor may be a party or by which the Contractor is or may be bound; (h) the Contractor has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Contractor enforceable against the Contractor in accordance with its terms; (i) the Contractor has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in the Compensation Shares and the Company; (j) the Contractor is not an underwriter of, or dealer in, the common shares of the Company, nor is the Contractor participating, pursuant to a contractual agreement or otherwise, in the distribution of the Compensation Shares; (k) the Contractor is not aware of any advertisement of pertaining to the Company or any of the Compensation Shares; and (l) no person has made to the Contractor any written or oral representations: (i) that any person will resell or repurchase any of the Compensation Shares; (ii) that any person will refund the purchase price of any of the Compensation Shares; (iii) as to the future price or value of any of the Compensation Shares; or (iv) that any of the Compensation Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Compensation Shares of the Company on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the common shares of the Company on the OTC Bulletin Board.

Representations, Warranties and Covenants of the Contractor. The Contractor hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the end of the expiry of the Term or early termination of this Agreement) that: (a) the The Contractor is not a U.S. Person and is a resident an “accredited investor” as that term is defined in CanadaRule 501 of Regulation D promulgated under the 1933 Act; (b) the Contractor is not acquiring the Compensation Shares for the account or benefit of, directly or indirectly, any other U.S. Person; (c) the sale of the Compensation Shares to the Contractor as contemplated in this Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Contractor; (d) the Contractor is acquiring the Compensation Shares for investment only and not with a view to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Compensation Shares in the United States or to U.S. Persons; (e) the Contractor is outside the United States when receiving and executing this Agreement and is acquiring the Compensation Shares as principal for the Contractor’s own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Compensation Shares; (f) the entering into of this Agreement and the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Contractor; (g) the entering into of this Agreement and the transactions contemplated thereby will not result in the violation of any of the terms and provisions of any law applicable to the Contractor, or of any agreement, written or oral, to which the Contractor may be a party or by which the Contractor is or may be bound; (h) the Contractor has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Contractor enforceable against the Contractor in accordance with its terms; (i) the Contractor has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in the Compensation Shares and the Company; (j) the Contractor is not an underwriter of, or dealer in, the common shares of the Company, nor is the Contractor participating, pursuant to a contractual agreement or otherwise, in the distribution of the Compensation Shares; (k) the Contractor is not aware of any advertisement of pertaining to the Company or any of the Compensation Shares; and (l) no person has made to the Contractor any written or oral representations: (i) that any person will resell or repurchase any of the Compensation Shares; (ii) that any person will refund the purchase price of any of the Compensation Shares; (iii) as to the future price or value of any of the Compensation Shares; or (iv) that any of the Compensation Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Compensation Shares of the Company on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the common shares of the Company on the OTC Bulletin Board.

Representations, Warranties and Covenants of the Contractor. The Contractor hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the end of the expiry of the Term or early termination of this Agreement) that: (a) the Contractor is not a U.S. Person and is a resident in Canada; (b) the Contractor is not acquiring the Compensation Shares for the account or benefit of, directly or indirectly, any U.S. Person; (c) the sale of the Compensation Shares to the Contractor as contemplated in this Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Contractor; (d) the Contractor is acquiring the Compensation Shares for investment only and not with a view to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Compensation Shares in the United States or to U.S. Persons; (e) the Contractor is outside the United States when receiving and executing this Agreement and is acquiring the Compensation Shares as principal for the Contractor’s own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Compensation Shares; (f) the entering into of this Agreement and the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Contractor; (g) the entering into of this Agreement and the transactions contemplated thereby will not result in the violation of any of the terms and provisions of any law applicable to the Contractor, or of any agreement, written or oral, to which the Contractor may be a party or by which the Contractor is or may be bound; (h) the Contractor has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Contractor enforceable against the Contractor in accordance with its terms; (i) the Contractor has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in the Compensation Shares and the Company; (j) the Contractor is not an underwriter of, or dealer in, the common shares of the Company, nor is the Contractor participating, pursuant to a contractual agreement or otherwise, in the distribution of the Compensation Shares; (k) the Contractor is not aware of any advertisement of pertaining to the Company or any of the Compensation Shares; and (l) no person has made to the Contractor any written or oral representations: (i) that any person will resell or repurchase any of the Compensation Shares; (ii) that any person will refund the purchase price of any of the Compensation Shares; (iii) as to the future price or value of any of the Compensation Shares; or (iv) that any of the Compensation Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Compensation Shares of the Company on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the common shares of the Company on the OTC Bulletin Board.