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

Representations, Warranties and Covenants of the Corporation. The Corporation hereby represents, warrants and covenants to the Purchaser (and/or to any others on whose behalf the Purchaser is contracting hereunder), that as of the date of this Subscription Agreement and as of the Closing Date: (a) The Corporation is a valid and subsisting corporation duly incorporated and in good standing under the laws of its jurisdiction of incorporation; (b) The Corporation will reserve and set aside a sufficient number of authorized and unissued Common Shares of the Corporation to issue to the Purchaser the Common Shares issuable in connection with the exercise of the Warrants and such Common Shares will, when issued and delivered upon such exercise, be duly and validly issued as fully paid and non-assessable shares of the Corporation; (c) This Subscription Agreement and the Offering have been duly authorized by all necessary corporate action on the part of the Corporation and constitute valid obligations of the Corporation legally binding upon it and enforceable in accordance with its terms; (d) The Corporation has all requisite corporate power and authority to carry on its business as now and proposed to be carried on and to own, lease and operate its material properties, business and assets, or the interests therein; (e) The Corporation is not a party to any actions, suits or proceedings which could have a material adverse effect on the assets, liabilities, financial condition, business, capital or prospects of the Corporation and, to the best of the Corporation's knowledge, no such actions, suits or proceedings are pending or threatened.

Representations, Warranties and Covenants of the Corporation. The Corporation hereby represents, represents and warrants and covenants to the Purchaser (and/or to any others on whose behalf the Purchaser is contracting hereunder), that as of the date of this Subscription Agreement Subscriber and as of the Closing Dateacknowledges that: (a) The the Corporation is a valid and subsisting corporation duly incorporated duly organized, continued or amalgamated and in good standing validly existing under the laws of its the jurisdiction of incorporationin which it was incorporated, organized, continued or amalgamated, as the case may be; (b) The the Corporation will reserve has all requisite corporate power, authority and set aside a sufficient number capacity to enter into this Subscription Agreement and to perform the transactions contemplated herein and carry on its business and, to the knowledge of authorized and unissued Common Shares the Corporation, no steps or proceedings have been taken by any person, voluntary or otherwise, requiring or authorizing its dissolution or winding-up; (c) the Corporation is not in default of any material requirement of applicable Securities Laws; (d) no order, ruling or determination having the effect of suspending the sale or ceasing the trading in any securities of the Corporation to issue has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or, to the Purchaser the Common Shares issuable in connection with the exercise knowledge of the Corporation, are pending, contemplated or threatened by any regulatory authority; (e) at the Closing Time, the Convertible Debentures and the Warrants and such Common Shares will, when issued and delivered upon such exercise, will be duly and validly issued as fully paid and non-assessable shares created; and (f) the issuance of the Corporation; (c) This Subscription Agreement Convertible Debentures and Warrants have been authorized and the Offering Underlying Shares and Warrant Shares have been duly authorized by all necessary corporate action on the part of the Corporation reserved and constitute valid obligations of the Corporation legally binding upon it and enforceable in accordance with its terms; (d) The Corporation has all requisite corporate power and authority to carry on its business as now and proposed to be carried on and to own, lease and operate its material properties, business and assets, or the interests therein; (e) The Corporation is not a party to any actions, suits or proceedings which could have a material adverse effect on the assets, liabilities, financial condition, business, capital or prospects of the Corporation and, to the best of the Corporation's knowledge, no such actions, suits or proceedings are pending or threatenedallotted for issuance.

Representations, Warranties and Covenants of the Corporation. The Corporation hereby represents, warrants and covenants to the Purchaser (and/or to any others on whose behalf the Purchaser is contracting hereunder), that as of the date of this Subscription Agreement and as of the Closing Date: (a) The Corporation is a valid and subsisting corporation duly incorporated and in good standing under the laws of its jurisdiction of incorporation; ; (b) The Corporation will reserve and set aside a sufficient number of authorized and unissued Common Shares of the Corporation to issue to the Purchaser the Common Shares issuable in connection with the exercise of the Warrants and such Common Shares will, when issued and delivered upon such exercise, be duly and validly issued as fully paid and non-non- assessable shares of the Corporation; ; (c) This Subscription Agreement and the Offering have been duly authorized by all necessary corporate action on the part of the Corporation and constitute valid obligations of the Corporation legally binding upon it and enforceable in accordance with its terms; ; (d) The Corporation has all requisite corporate power and authority to carry on its business as now and proposed to be carried on and to own, lease and operate its material properties, business and assets, or the interests therein; ; (e) The Corporation is not a party to any actions, suits or proceedings which could have a material adverse effect on the assets, liabilities, financial condition, business, capital or prospects of the Corporation and, to the best of the Corporation's knowledge, no such actions, suits or proceedings are pending or threatened; (f) Immediately prior to the Offering, the Corporation has 18,675,800 issued and outstanding Common Shares. The Corporation has no issued and outstanding options, warrants or other securities convertible into shares of the Corporation.

Representations, Warranties and Covenants of the Corporation. The Corporation hereby represents, warrants warrants, and covenants to the Purchaser (and/or to any others on whose behalf Creditor, and acknowledges that the Purchaser Creditor is contracting hereunder)relying upon such representations, that as of the date of warranties, and covenants in entering into this Subscription Agreement and as of the Closing DateAgreement, that: (a) The Corporation it is a valid and subsisting corporation duly incorporated and in good standing under company governed by the laws of its jurisdiction the Province of incorporationOntario; (b) The Corporation will reserve and set aside a sufficient number of authorized and unissued Common Shares of the Corporation has full power and authority to issue enter into this Agreement and to perform the Purchaser same and do all other acts which may be necessary to consummate the Common Shares issuable in connection with the exercise of the Warrants and such Common Shares will, when issued and delivered upon such exercise, be duly and validly issued as fully paid and non-assessable shares of the Corporationtransactions contemplated hereby; (c) This Subscription the execution and delivery of this Agreement are within the corporate power and authority of the Offering Corporation and have been duly authorized by all necessary corporate action on the part and this Agreement constitutes a valid and binding obligation of the Corporation and constitute valid obligations of the Corporation legally binding upon enforceable against it and enforceable its successors in accordance with its terms, subject to the usual qualification as to enforceability being limited by bankruptcy and other laws effecting the enforcement of creditors’ rights generally, equitable remedies being discretionary remedies and rights to indemnification and contribution being limited by applicable laws; (d) The the PBIC Shares are owned by the Corporation has as owner of record with good and marketable title thereto, free and clear of all requisite corporate power mortgages, liens, charges, security interest, adverse claims, pledges, encumbrances and authority to carry on its business as now and proposed to be carried on and to own, lease and operate its material properties, business and assets, or the interests thereindemands whatsoever; (e) The no person, firm or corporation has any agreement or option or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option for the purchase from the Corporation of any of the PBIC Shares; and (f) the Corporation is not a party entitled to any actionssell, suits or proceedings which could have a material adverse effect on transfer and assign the assets, liabilities, financial condition, business, capital or prospects of the Corporation and, PBIC Shares to the best of the Corporation's knowledge, no such actions, suits or proceedings are pending or threatenedCreditor in accordance herewith.

Representations, Warranties and Covenants of the Corporation. The Corporation hereby represents, warrants and covenants to the Purchaser (and/or to any others on whose behalf the Purchaser is contracting hereunder), that as of the date of this Subscription Agreement and as of the Closing Date: (a) The Corporation is a valid and subsisting corporation duly incorporated and in good standing under the laws of its jurisdiction of incorporation; (b) The Corporation will reserve and set aside a sufficient number of authorized and unissued Common Shares of the Corporation to issue to the Purchaser the Common Shares issuable in connection with the exercise of the Warrants and such Common Shares will, when issued and delivered upon such exercise, be duly and validly issued as fully paid and non-assessable shares of the Corporation; (c) This Subscription Agreement and the Offering have been duly authorized by all necessary corporate action on the part of the Corporation and constitute valid obligations of the Corporation legally binding upon it and enforceable in accordance with its terms; (d) The Corporation has all requisite corporate power and authority to carry on its business as now and proposed to be carried on and to own, lease and operate its material properties, business and assets, or the interests therein; (e) The Corporation is not a party to any actions, suits or proceedings which could have a material adverse effect on the assets, liabilities, financial condition, business, capital or prospects of the Corporation and, to the best of the Corporation's ’s knowledge, no such actions, suits or proceedings are pending or threatened. (f) In the event there is no effective registration statement, the Corporation will have an opinion on file with the Transfer Agent at all times to cover the resale of shares; and