Common use of Resale Restrictions Clause in Contracts

Resale Restrictions. 10.1 The Subscriber acknowledges that any resale of any of the Securities will be subject to resale restrictions contained in the securities legislation applicable to the Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities have been registered under the 1933 Act or the securities laws of any state of the United States. The Securities may not be offered or sold in the United States unless registered in accordance with federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available. 10.2 The Subscriber acknowledges that the Securities are subject to resale restrictions in Canada and may not be traded in Canada except as permitted by the applicable provincial securities laws and the rules made thereunder. 10.3 If the Subscriber is not a resident of British Columbia, the Subscriber represents, warrants and acknowledges that: (a) pursuant to British Columbia Instrument 51-509 – Issuers Quoted in the U.S. Over–the-Counter Markets (“BCI 51-509”), as adopted by the BCSC, a subsequent trade in the Securities in or from British Columbia will be a distribution subject to the prospectus and registration requirements of applicable Canadian securities legislation (including the BC Act) unless certain conditions are met, which conditions include, among others, a requirement that any certificate representing the Securities (or ownership statement issued under a direct registration system or other book entry system) bear the restrictive legend (the “BC Legend”) specified in BCI 51-509; (b) the Subscriber is not a resident of British Columbia and undertakes not to trade or resell any of the Securities in or from British Columbia unless the trade or resale is made in accordance with BCI 51-509. The Subscriber understands and agrees that the Company and others will rely upon the truth and accuracy of these representations and warranties made in this Section 10.3 and agrees that if such representations and warranties are no longer accurate or have been breached, the Subscriber shall immediately notify the Company; (c) by executing and delivering this Agreement and as a consequence of the representations and warranties made by the Subscriber in this Section 10.3, the Subscriber will have directed the Company not to include the BC Legend on any certificates representing the Securities to be issued to the Subscriber. As a consequence, the Subscriber will not be able to rely on the resale provisions of BCI 51-509, and any subsequent trade in any of the Securities in or from British Columbia will be a distribution subject to the prospectus and registration requirements of the BC Act; and (d) if the Subscriber wishes to trade or resell any of the Securities in or from British Columbia, the Subscriber agrees and undertakes to return, prior to any such trade or resale, any certificate representing the Securities to the Company’s transfer agent to have the BC Legend imprinted on such certificate or to instruct the Company’s transfer agent to include the BC Legend on any ownership statement issued under a direct registration system or other book entry system.

Resale Restrictions. 10.1 8.1 The Subscriber acknowledges that any resale of any of the Securities will be subject to resale restrictions contained in the securities legislation applicable to the Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities have been registered under the 1933 Act or the securities laws of any state of the United States. The Securities may not be offered or sold in the United States unless registered in accordance with federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available. 10.2 8.2 The Subscriber acknowledges that the Securities are subject to resale restrictions in Canada and may not be traded in Canada except as permitted by the applicable provincial securities laws Securities Act (Ontario) (the “Ontario Act”) and the rules made thereunder. 10.3 If the Subscriber is not a resident of British Columbia, the Subscriber represents, warrants and acknowledges that: (a) pursuant 8.3 Pursuant to British Columbia Instrument 51NI 45-509 – Issuers Quoted in the U.S. Over–the-Counter Markets (“BCI 51-509”), as adopted by the BCSC102, a subsequent trade in the Securities in or from British Columbia will be a distribution subject to the prospectus and registration requirements of applicable Canadian securities legislation (including the BC Ontario Act) unless certain conditions are met, which conditions include, among others, a include the requirement that a hold period (the "Canadian Hold Period") beginning on the date on which the Securities were issued, as mandated by Canada’s National Instrument 45-102, Resale of Securities (“45-102”), shall have elapsed and, during the currency of the Canadian Hold Period, any certificate representing the Securities (or ownership statement issued under is imprinted with a direct registration system or other book entry system) bear the restrictive legend (the “BC "Canadian Legend”) specified in BCI 51-509;"). (b) the Subscriber is not a resident of British Columbia and undertakes not to trade or resell any of the Securities in or from British Columbia unless the trade or resale is made in accordance with BCI 51-509. The Subscriber understands and agrees that the Company and others will rely upon the truth and accuracy of these representations and warranties made in this Section 10.3 and agrees that if such representations and warranties are no longer accurate or have been breached, the Subscriber shall immediately notify the Company; (c) by 8.4 By executing and delivering this Agreement and as a consequence of the representations and warranties made by the Subscriber in this Section 10.3Subscription Agreement, the Subscriber will have has directed the Company not to include the BC Canadian Legend on any certificates representing the Securities to be issued to the Subscriber. . 8.5 As a consequence, the Subscriber will may not be able to rely on the resale provisions of BCI 51NI 45-509102, and any subsequent trade in any of the Securities in during or from British Columbia will after the Canadian Hold Period may be a distribution subject to the prospectus and registration requirements of Canadian securities legislation, to the BC Act; and (d) if extent that the Subscriber wishes to trade or resell any of the Securities in or from British Columbia, the Subscriber agrees and undertakes to return, prior is at that time subject to any such trade or resaleCanadian securities legislation. 8.6 No Securities of any class of the Company shall be transferred without the approval of the directors, provided that approval of any certificate representing transfer of Securities may be given as aforesaid after the Securities to transfer has been effected upon the records of the Company’s , in which event, unless the said approval stipulates otherwise, the said transfer agent to have shall be valid and shall take effect as from the BC Legend imprinted on such certificate or to instruct date of its very entry upon the books of the Company’s transfer agent to include . This covenant shall survive the BC Legend on any ownership statement issued under a direct registration system or other book entry systemClosing.

Resale Restrictions. 10.1 The Subscriber acknowledges that any resale This Agreement and the Options represented hereby are not transferable. Optioned Shares received upon exercise of any of the Securities Options will be subject to resale restrictions contained in the securities legislation applicable to the Subscriber or proposed transfereeCompany and the Optionee. The Subscriber Optionee acknowledges and agrees that none of the Securities have been registered under Optionee is solely responsible (and the 1933 Act or the securities laws of Company is not in any state of the United States. The Securities may not be offered or sold in the United States unless registered in accordance way responsible) for compliance with federal securities laws and all applicable state securities laws or exemptions from such registration requirements are availableresale restrictions. 10.2 The Subscriber acknowledges that the Securities are subject to resale restrictions in Canada and may not be traded in Canada except as permitted by the applicable provincial securities laws and the rules made thereunder. 10.3 If the Subscriber Optionee is not a resident of British ColumbiaCanada, the Subscriber Optionee represents, warrants and acknowledges that: (a) pursuant to British Columbia Multilateral Instrument 51-509 105 – Issuers Quoted in the U.S. Over–-the-Counter Markets (“BCI MI 51-509105”), as adopted by the BCSC, a subsequent trade in the Securities in or from British Columbia Canada will be a distribution subject to the prospectus and registration requirements of applicable Canadian securities legislation (including the BC Act) unless certain conditions are met, which conditions include, among others, a requirement that any certificate representing the Securities (or ownership statement issued under a direct registration system or other book entry system) bear the restrictive legend (the “BC Canadian Legend”) specified in BCI MI 51-509105; (b) the Subscriber is not a resident of British Columbia Canada and undertakes not to trade or resell any of the Securities Shares in or from British Columbia Canada unless the trade or resale is made in accordance with BCI MI 51-509105. The Subscriber understands and agrees that the Company and others will rely upon the truth and accuracy of these representations and warranties made in this Section 10.3 10.2 and agrees that if such representations and warranties are no longer accurate or have been breached, the Subscriber shall immediately notify the Company; (c) by executing and delivering this Agreement and as a consequence of the representations and warranties made by the Subscriber in this Section 10.3Agreement, the Subscriber Optionee will have directed the Company not to include the BC Canadian Legend on any certificates representing the Securities to be issued to the SubscriberOptionee. As a consequence, the Subscriber Optionee will not be able to rely on the resale provisions of BCI MI 51-509105, and any subsequent trade in any of the Securities in or from British Columbia Canada will be a distribution subject to the applicable prospectus and registration requirements of the BC Actrequirements; and (d) if the Subscriber Optionee wishes to trade or resell any of the Securities in or from British ColumbiaCanada, the Subscriber Optionee agrees and undertakes to return, prior to any such trade or resale, any certificate representing the any Securities to the Company’s transfer agent to have the BC Canadian Legend imprinted on such certificate or to instruct the Company’s transfer agent to include the BC Canadian Legend on any ownership statement issued under a direct registration system or other book entry system. 10.3 The Optionee acknowledges and agrees that the Optionee is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions.

Resale Restrictions. 10.1 12.1 The Subscriber acknowledges that any resale of any of the Securities Shares will be subject to resale restrictions contained in the securities legislation applicable to the Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities Shares have been registered under the 1933 Act or the securities laws of any state of the United States. The Securities Shares may not be offered or sold in the United States unless registered in accordance with federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available. 10.2 12.2 The Subscriber acknowledges that the Securities Shares are subject to resale restrictions in Canada and may not be traded in Canada except as permitted by the applicable provincial securities laws and the rules made thereunder. 10.3 If the Subscriber is not a resident of British Columbia, the 12.3 The Subscriber represents, warrants and acknowledges that: (a) pursuant to British Columbia Instrument 51-509 – Issuers Quoted in the U.S. Over–the-Counter Markets (“BCI 51-509”), as adopted by the BCSC, a subsequent trade in the Securities Shares in or from British Columbia will be a distribution subject to the prospectus and registration requirements of applicable Canadian securities legislation (including the BC Act) unless certain conditions are met, which conditions include, among others, a requirement that any certificate representing the Securities Shares (or ownership statement issued under a direct registration system or other book entry system) bear the restrictive legend (the “BC Legend”) specified in BCI 51-509; (b) the Subscriber is not a resident of British Columbia and undertakes not to trade or resell any of the Securities Shares in or from British Columbia unless the trade or resale is made in accordance with BCI 51-509. The Subscriber understands and agrees that the Company and others will rely upon the truth and accuracy of these representations and warranties made in this Section 10.3 12.3 and agrees that if such representations and warranties are no longer accurate or have been breached, the Subscriber shall immediately notify the Company; (c) by executing and delivering this Agreement and as a consequence of the representations and warranties made by the Subscriber in this Section 10.312.3, the Subscriber will have directed the Company not to include the BC Legend on any certificates representing the Securities Shares to be issued to the Subscriber. As a consequence, the Subscriber will not be able to rely on the resale provisions of BCI 51-509, and any subsequent trade in any of the Securities Shares in or from British Columbia will be a distribution subject to the prospectus and registration requirements of the BC Act; and (d) if the Subscriber wishes to trade or resell any of the Securities Shares in or from British Columbia, the Subscriber agrees and undertakes to return, prior to any such trade or resale, any certificate representing the Securities Shares to the Company’s transfer agent to have the BC Legend imprinted on such certificate or to instruct the Company’s transfer agent to include the BC Legend on any ownership statement issued under a direct registration system or other book entry system.

Resale Restrictions. 10.1 4.1 The Subscriber acknowledges that any resale of any of the Securities will be subject to resale restrictions contained in the securities legislation applicable to the Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities have been registered under the 1933 Act or the securities laws of any state of the United States. The Securities may not be offered or sold in the United States unless registered in accordance with federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available. 10.2 4.2 The Subscriber acknowledges that the Securities are subject to resale restrictions in Canada and may not be traded in Canada except as permitted by the applicable provincial securities laws and the rules made thereunder. 10.3 4.3 If the Subscriber is not a resident of British ColumbiaColumbia or any other jurisdiction of Canada, the Subscriber represents, warrants and acknowledges that: (a) pursuant to British Columbia Instrument 51-509 – Issuers Quoted in the U.S. Over–the-Counter Markets (“BCI 51-509”), as adopted by the BCSC, a subsequent trade in the Securities in or from British Columbia or any other jurisdiction of Canada will be a distribution subject to the prospectus and registration requirements of applicable Applicable Canadian securities legislation (including the BC Act) Securities Laws unless certain conditions are met, which conditions include, among others, a requirement that any certificate representing the Securities (or ownership statement issued under a direct registration system or other book entry system) bear the restrictive legend specified in BCI 51-509 (the “BC Legend”) or the restrictive legend specified in BCI 51NI 45-509102 (the “CSA Legend”); (b) the Subscriber is not a resident of British Columbia Canada and undertakes not to trade or resell any of the Securities in or from British Columbia Canada unless the trade or resale is made in accordance with BCI 51-509509 or NI 45-102, as applicable. The Subscriber understands and agrees that the Company Issuer and others will rely upon the truth and accuracy of these representations and warranties made in this Section 10.3 4 and agrees that if such representations and warranties are no longer accurate or have been breached, the Subscriber shall immediately notify the CompanyIssuer; (c) by executing and delivering this Subscription Agreement and as a consequence of the representations and warranties made by the Subscriber in this Section 10.34, the Subscriber will have directed the Company Issuer not to include the BC Legend or the CSA Legend on any certificates representing the Securities to be issued to the Subscriber. As a consequence, the Subscriber will not be able to rely on the resale provisions of BCI 51-509509 or NI 45-102, and any subsequent trade in any of the Securities in or from British Columbia or any other jurisdiction of Canada will be a distribution subject to the prospectus and registration requirements of the BC ActApplicable Canadian Securities Laws; and (d) if the Subscriber wishes to trade or resell any of the Securities in or from British ColumbiaColumbia or any other jurisdiction of Canada, the Subscriber agrees and undertakes to return, prior to any such trade or resale, any certificate representing the Securities to the CompanyIssuer’s transfer agent to have the BC Legend or the CSA Legend, as applicable, imprinted on such certificate or to instruct the CompanyIssuer’s transfer agent to include the BC Legend or the CSA Legend, as applicable on any ownership statement issued under a direct registration system or other book entry system.

Resale Restrictions. 10.1 The Subscriber acknowledges that any resale of any of the Securities Shares will be subject to resale restrictions contained in the securities legislation applicable to the Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities Shares have been registered under the 1933 Act or the securities laws of any state of the United States. The Securities Shares may not be offered or sold in the United States unless registered in accordance with federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available. 10.2 The Subscriber acknowledges that the Securities Shares are subject to resale restrictions in Canada and may not be traded in Canada except as permitted by the applicable provincial securities laws and the rules made thereunder. 10.3 If the Subscriber is not a resident of British Columbia, the Subscriber represents, warrants and acknowledges that: (a) pursuant to British Columbia Instrument 51-509 – Issuers Quoted in the U.S. Over–the-Counter Markets (“BCI 51-509”), as adopted by the BCSC, a subsequent trade in the Securities Shares in or from British Columbia will be a distribution subject to the prospectus and registration requirements of applicable Canadian securities legislation (including the BC Act) unless certain conditions are met, which conditions include, among others, a requirement that any certificate representing the Securities Shares (or ownership statement issued under a direct registration system or other book entry system) bear the restrictive legend (the “BC Legend”) specified in BCI 51-509; (b) the Subscriber is not a resident of British Columbia and undertakes not to trade or resell any of the Securities Shares in or from British Columbia unless the trade or resale is made in accordance with BCI 51-50951‑509. The Subscriber understands and agrees that the Company and others will rely upon the truth and accuracy of these representations and warranties made in this Section 10.3 and agrees that if such representations and warranties are no longer accurate or have been breached, the Subscriber shall immediately notify the Company; (c) by executing and delivering this Subscription Agreement and as a consequence of the representations and warranties made by the Subscriber in this Section 10.3, the Subscriber will have directed the Company not to include the BC Legend on any certificates representing the Securities Shares to be issued to the Subscriber. As a consequence, the Subscriber will not be able to rely on the resale provisions of BCI 51-509, and any subsequent trade in any of the Securities Shares in or from British Columbia will be a distribution subject to the prospectus and registration requirements of the BC Act; and (d) if the Subscriber wishes to trade or resell any of the Securities Shares in or from British Columbia, the Subscriber agrees and undertakes to return, prior to any such trade or resale, any certificate representing the Securities Shares to the Company’s transfer agent to have the BC Legend imprinted on such certificate or to instruct the Company’s transfer agent to include the BC Legend on any ownership statement issued under a direct registration system or other book entry system.

Resale Restrictions. 10.1 The Subscriber acknowledges that any resale of any Common Shares issuable upon conversion of the Securities Convertible Notes and exercise of the Warrants will be subject to resale restrictions contained in under the United States Securities Act of 1933, as amended (the "1933 Act") until the date upon which a resale registration statement on Form F-3 (the "Registration Statement") is declared effective (the "Effective Date") under the 1933 Act. The Convertible Notes, the Warrants and the Common Shares issuable upon conversion or exercise thereof are subject to resale restrictions under the applicable securities legislation applicable to of Canada and under the Subscriber or proposed transfereerules of The Toronto Stock Exchange. The Subscriber acknowledges that none Common Shares issued on conversion of the Securities have been Convertible Notes or exercise of the Warrants may not be resold by the Investor on The Toronto Stock Exchange for a period of four months from the date of acquisition of such Convertible Notes or Warrants and may not be sold otherwise except if the resale of such Common Shares is registered under the 1933 Act or is made pursuant to an exemption from registration. Purchasers are advised to consult their own legal advisors in this regard. You, as the securities laws of any state holder of the United States. The Convertible Notes and the Warrants (collectively, with the Common Shares underlying the Convertible Notes and the Warrants, the "Securities"), acknowledge and agree that (i) the Securities may have not been registered with the U.S. Securities and Exchange Commission (the "SEC") under the 1933 Act and applicable state securities laws; (ii) the Securities cannot be offered sold or sold in the United States otherwise transferred unless registered in accordance with under federal securities laws and all applicable state securities laws or exemptions unless an exemption from such registration requirements are available. 10.2 The Subscriber acknowledges that is available under the Securities are subject federal and applicable state securities laws; (iii) the Convertible Notes and Warrants cannot be converted or exercised, respectively, unless the conversion or exercise is registered under the 1933 Act or is made pursuant to resale restrictions in Canada an applicable exemption from registration under the 1933 Act and until the Common Shares underlying the convertible Notes and the Warrants have been listed for issuance with the American Stock Exchange, Inc. (the "AMEX"); and (iv) accordingly, you may not be traded in Canada except readily liquidate or transfer the Securities. The Securities will bear, so long as permitted by appropriate, restrictive legends substantially similar to the applicable provincial securities laws following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. The Convertible Notes and the rules made thereunder. 10.3 If the Subscriber is not a resident of British ColumbiaWarrants will bear, so long as appropriate, the Subscriber represents, warrants and acknowledges that: following additional legend: THESE SECURITIES MAY NOT BE CONVERTED [EXERCISED] [BY OR ON BEHALF OF A U.S. PERSON (a) AS DEFINED IN REGULATION S UNDER THE ACT)] [Include only for Regulation S sales.] UNLESS SUCH CONVERSION [EXERCISE] IS REGISTERED UNDER THE ACT OR IS MADE PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS. The legends set forth above shall be removed in connection with any resale of Common Shares pursuant to British Columbia Instrument 51-509 – Issuers Quoted an effective registration statement under the 1933 Act or sooner if, in the U.S. Over–the-Counter Markets (“BCI 51-509”), as adopted by opinion of counsel to the BCSC, a subsequent trade Company experienced in the Securities in or from British Columbia will be a distribution subject to the prospectus and registration requirements area of applicable Canadian United States securities legislation (including the BC Act) unless certain conditions are metlaws, which conditions include, among others, a requirement that any certificate representing the Securities (or ownership statement issued under a direct registration system or other book entry system) bear the restrictive such legend (the “BC Legend”) specified in BCI 51-509; (b) the Subscriber is not a resident of British Columbia and undertakes not to trade or resell any of the Securities in or from British Columbia unless the trade or resale is made in accordance with BCI 51-509. The Subscriber understands and agrees that the Company and others will rely upon the truth and accuracy of these representations and warranties made in this Section 10.3 and agrees that if such representations and warranties are no longer accurate or have been breached, the Subscriber shall immediately notify the Company; (c) by executing and delivering this Agreement and as a consequence of the representations and warranties made by the Subscriber in this Section 10.3, the Subscriber will have directed the Company not to include the BC Legend on any certificates representing the Securities to be issued to the Subscriber. As a consequence, the Subscriber will not be able to rely on the resale provisions of BCI 51-509, and any subsequent trade in any of the Securities in or from British Columbia will be a distribution subject to the prospectus and registration required under applicable requirements of the BC Act; and 1933 Act (d) if including judicial interpretation and pronouncements issued by the Subscriber wishes to trade or resell any staff of the Securities in or from British ColumbiaSEC). The Company agrees that it will provide you, the Subscriber agrees and undertakes to returnupon request, prior to any such trade or resale, any certificate representing the Securities to the Company’s transfer agent to have the BC Legend imprinted on such with a substitute certificate or to instruct the Company’s transfer agent to include the BC Legend on any ownership statement issued under a direct registration system or other book entry systemcertificates, free from such legend at such time as such legend is no longer applicable.

Resale Restrictions. 10.1 8.1 The Subscriber acknowledges that any resale of any of the Securities will be subject to resale restrictions contained in the securities legislation applicable to the Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities have been registered under the 1933 Act or the securities laws of any state of the United States. The Securities may not be offered or sold in the United States unless registered in accordance with federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available. 10.2 8.2 The Subscriber acknowledges that the Securities are subject to resale restrictions in Canada and may not be traded in Canada except as permitted by the applicable provincial securities laws Securities Act (Ontario) (the “Ontario Act”) and the rules made thereunder. 10.3 If the Subscriber is not a resident of British Columbia, the Subscriber represents, warrants and acknowledges that: (a) pursuant 8.3 Pursuant to British Columbia Instrument 51NI 45-509 – Issuers Quoted in the U.S. Over–the-Counter Markets (“BCI 51-509”), as adopted by the BCSC102, a subsequent trade in the Securities in or from British Columbia will be a distribution subject to the prospectus and registration requirements of applicable Canadian securities legislation (including the BC Ontario Act) unless certain conditions are met, which conditions include, among others, a include the requirement that a hold period (the "Canadian Hold Period") beginning on the date on which the Securities were issued, as mandated by Canada’s National Instrument 45-102, Resale of Securities (“45-102”), shall have elapsed and, during the currency of the Canadian Hold Period, any certificate representing the Securities (or ownership statement issued under Shares is imprinted with a direct registration system or other book entry system) bear the restrictive legend (the “BC "Canadian Legend”) specified in BCI 51-509;"). (b) the Subscriber is not a resident of British Columbia and undertakes not to trade or resell any of the Securities in or from British Columbia unless the trade or resale is made in accordance with BCI 51-509. The Subscriber understands and agrees that the Company and others will rely upon the truth and accuracy of these representations and warranties made in this Section 10.3 and agrees that if such representations and warranties are no longer accurate or have been breached, the Subscriber shall immediately notify the Company; (c) by 8.4 By executing and delivering this Agreement and as a consequence of the representations and warranties made by the Subscriber in this Section 10.3Subscription Agreement, the Subscriber will have has directed the Company not to include the BC Canadian Legend on any certificates representing the Securities to be issued to the Subscriber. . 8.5 As a consequence, the Subscriber will may not be able to rely on the resale provisions of BCI 51NI 45-509102, and any subsequent trade in any of the Securities in during or from British Columbia will after the Canadian Hold Period may be a distribution subject to the prospectus and registration requirements of Canadian securities legislation, to the BC Act; and (d) if extent that the Subscriber wishes to trade or resell any of the Securities in or from British Columbia, the Subscriber agrees and undertakes to return, prior is at that time subject to any such trade or resaleCanadian securities legislation. 8.6 No Securities of any class of the Company shall be transferred without the approval of the directors, provided that approval of any certificate representing transfer of Securities may be given as aforesaid after the Securities to transfer has been effected upon the records of the Company’s , in which event, unless the said approval stipulates otherwise, the said transfer agent to have shall be valid and shall take effect as from the BC Legend imprinted on such certificate or to instruct date of its very entry upon the books of the Company’s transfer agent to include . This covenant shall survive the BC Legend on any ownership statement issued under a direct registration system or other book entry systemClosing.

Resale Restrictions. 10.1 8.1 The Subscriber acknowledges that any resale of any of the Securities Shares will be subject to resale restrictions contained in the securities legislation applicable to the Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities Shares have not been registered under the 1933 Act or the securities laws of any state of the United States. The Securities Shares may not be offered or sold in the United States unless registered in accordance with federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available. 10.2 8.2 The Subscriber acknowledges that the Securities Shares are subject to resale restrictions in Canada and may not be traded in Canada except as permitted by the applicable provincial securities laws Securities Act (British Columbia) and the Securities Act (Alberta) and the rules made thereunder. 10.3 If the Subscriber is not a resident of British Columbia, the Subscriber represents, warrants and acknowledges that: (a) pursuant 8.3 Pursuant to British Columbia National Instrument 5145-509 – Issuers Quoted in the U.S. Over–the-Counter Markets 102 (“BCI 51NI 45-509102”), as adopted by the BCSC, ) a subsequent trade in the Securities in or from British Columbia Shares will be a distribution subject to the prospectus and registration requirements of applicable Canadian securities legislation (including the BC Act) unless certain conditions are met, which conditions include, among others, a include the requirement that the hold period mandated pursuant to NI 45-102 (the "Canadian Hold Period") that shall have elapsed from the date on which the Shares were issued to the Subscriber and, during the currency of the Canadian Hold Period, any certificate representing the Securities (or ownership statement issued under Shares is to be imprinted with a direct registration system or other book entry system) bear the restrictive legend (the “BC "Canadian Legend”) specified in BCI 51-509;"). (b) the Subscriber is not a resident of British Columbia and undertakes not to trade or resell any of the Securities in or from British Columbia unless the trade or resale is made in accordance with BCI 51-509. The Subscriber understands and agrees that the Company and others will rely upon the truth and accuracy of these representations and warranties made in this Section 10.3 and agrees that if such representations and warranties are no longer accurate or have been breached, the Subscriber shall immediately notify the Company; (c) by 8.4 By executing and delivering this Agreement and as a consequence of the representations and warranties made by the Subscriber in this Section 10.3Subscription Agreement, the Subscriber will have directed the Company not to include the BC Canadian Legend on any certificates representing the Securities Shares to be issued to the Subscriber. . 8.5 As a consequence, the Subscriber will may not be able to rely on the resale provisions of BCI 51NI 45-509102, and any subsequent trade in any of the Securities in Shares during or from British Columbia will after the Canadian Hold Period may be a distribution subject to the prospectus and registration requirements of Canadian securities legislation, to the BC Act; andextent that the trade is at that time subject to any such Canadian securities legislation. (d) if 8.6 Until such time as the Subscriber wishes to trade Company has 50 or resell any of the Securities in or from British Columbiamore shareholders, the Subscriber agrees and undertakes to return, prior to any such trade or resale, any certificate representing shall not transfer the Securities to Shares unless it has first obtained written approval from the Company’s transfer agent to have Board of Directors. This covenant shall survive the BC Legend imprinted on such certificate Closing until the Company has 50 or to instruct the Company’s transfer agent to include the BC Legend on any ownership statement issued under a direct registration system or other book entry systemmore shareholders.

Resale Restrictions. 10.1 8.1 The Subscriber acknowledges that any resale of any of the Securities Shares will be subject to resale restrictions contained in the securities legislation applicable to the Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities Shares have not been registered under the 1933 Act or the securities laws of any state of the United States. The Securities Shares may not be offered or sold in the United States unless registered in accordance with federal securities laws and all applicable state securities laws or exemptions from such registration requirements are availableavailable and the Subscriber covenants that it will comply with applicable securities laws if the Subscriber offers to sell or sells the Shares. 10.2 8.2 The Subscriber acknowledges that the Securities Shares are subject to resale restrictions in Canada and may not be traded in Canada except as permitted by the applicable provincial securities laws Ontario Act and the rules made thereunder. 10.3 If the Subscriber is not a resident of British Columbia, the Subscriber represents, warrants and acknowledges that: (a) pursuant 8.3 Pursuant to British Columbia National Instrument 5145-509 – Issuers Quoted in the U.S. Over–the-Counter Markets 102 (“BCI 51NI 45-509102”), as adopted by the BCSCOSC, a subsequent trade in the Securities in or from British Columbia Shares will be a distribution subject to the prospectus and registration requirements of applicable Canadian securities legislation (including the BC Ontario Act) unless certain conditions are met, which conditions include, among others, a include the requirement that the hold period mandated pursuant to NI 45-102 (the "Canadian Hold Period") that shall have elapsed from the date on which the Shares were issued to the Subscriber and, during the currency of the Canadian Hold Period, any certificate representing the Securities (or ownership statement issued under Shares is to be imprinted with a direct registration system or other book entry system) bear the restrictive legend (the “BC "Canadian Legend”) specified in BCI 51-509;"). (b) the Subscriber is not a resident of British Columbia and undertakes not to trade or resell any of the Securities in or from British Columbia unless the trade or resale is made in accordance with BCI 51-509. The Subscriber understands and agrees that the Company and others will rely upon the truth and accuracy of these representations and warranties made in this Section 10.3 and agrees that if such representations and warranties are no longer accurate or have been breached, the Subscriber shall immediately notify the Company; (c) by 8.4 By executing and delivering this Agreement and as a consequence of the representations and warranties made by the Subscriber in this Section 10.3Subscription Agreement, the Subscriber will have directed the Company not to include the BC Canadian Legend on any certificates representing the Securities Shares to be issued to the Subscriber. . 8.5 As a consequence, the Subscriber will may not be able to rely on the resale provisions of BCI 51NI 45-509102, and any subsequent trade in any of the Securities in Shares during or from British Columbia will after the Canadian Hold Period may be a distribution subject to the prospectus and registration requirements of Canadian securities legislation, to the BC Act; and (d) if extent that the Subscriber wishes to trade or resell any of the Securities in or from British Columbia, the Subscriber agrees and undertakes to return, prior is at that time subject to any such trade or resaleCanadian securities legislation. 8.6 No Shares of any class of the Company shall be transferred without the approval of the directors, provided that approval of any certificate representing transfer of Shares may be given as aforesaid after the Securities to transfer has been effected upon the records of the Company’s , in which event, unless the said approval stipulates otherwise, the said transfer agent to have shall be valid and shall take effect as from the BC Legend imprinted on such certificate or to instruct date of its very entry upon the books of the Company’s transfer agent to include . This covenant shall survive the BC Legend on any ownership statement issued under a direct registration system or other book entry systemClosing.

Resale Restrictions. 10.1 11.1 The Subscriber acknowledges that any resale of any of the Securities will be subject to resale restrictions contained in the securities legislation applicable to the Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities Shares have not been registered under the 1933 Act or of the securities laws of any state of the United States. The Securities Shares may not be offered or sold in the United States unless registered in accordance with United States federal securities laws and all applicable state and provincial securities laws or exemptions from such registration requirements are available. 10.2 11.2 The Subscriber acknowledges that restrictions on the transfer, sale or other subsequent disposition of the Shares by the Subscriber may be imposed by securities laws in addition to any restrictions referred to in Section 11.1 above, and, in particular, the Subscriber acknowledges and agrees that none of the Shares may be offered or sold to a U.S. Person or for the account or benefit of a U.S. Person (other than a distributor) prior to the end of the Distribution Compliance Period. 11.3 The Subscriber acknowledges that the Securities are subject to resale restrictions in Canada and may not be traded in Canada except as permitted by the applicable provincial securities laws and the rules made thereunder. 10.3 11.4 If the Subscriber is not a resident of British ColumbiaCanada (other than Ontario), the Subscriber represents, warrants and acknowledges that: (a) pursuant to British Columbia Multilateral Instrument 51-509 105 – Issuers Quoted in the U.S. Over–the-Counter Markets (“BCI MI 51-509105”), as adopted by the BCSC, a subsequent trade in the Securities Shares in or from British Columbia Canada (other than Ontario) will be a distribution subject to the prospectus and registration requirements of applicable Canadian securities legislation (including the BC Act) unless certain conditions are met, which conditions include, among others, a requirement that any certificate representing the Securities Shares (or ownership ownership (b) statement issued under a direct registration system or other book entry system) bear the restrictive legend (the “BC Legend”) specified in BCI MI 51-509105; (bc) the Subscriber is not a resident of British Columbia Canada and undertakes not to trade or resell any of the Securities Shares in or from British Columbia Canada unless the trade or resale is made in accordance with BCI MI 51-509105. The Subscriber understands and agrees that the Company and others will rely upon the truth and accuracy of these representations and warranties made in this Section 10.3 11.4 and agrees that if such representations and warranties are no longer accurate or have been breached, the Subscriber shall immediately notify the Company; (cd) by executing and delivering this Agreement and as a consequence of the representations and warranties made by the Subscriber in this Section 10.311.4, the Subscriber will have directed the Company not to include the BC Legend on any certificates representing the Securities Shares to be issued to the Subscriber. As a consequence, the Subscriber will not be able to rely on the resale provisions of BCI MI 51-509105, and any subsequent trade in any of the Securities Shares in or from British Columbia Canada will be a distribution subject to the prospectus and registration requirements of the BC ActCanadian securities legislation; and (de) if the Subscriber wishes to trade or resell any of the Securities Shares in or from British ColumbiaCanada, the Subscriber agrees and undertakes to return, prior to any such trade or resale, any certificate representing the Securities Shares to the Company’s transfer agent to have the BC Legend imprinted on such certificate or to instruct the Company’s transfer agent to include the BC Legend on any ownership statement issued under a direct registration system or other book entry system.

Resale Restrictions. 10.1 7.1 The Subscriber Purchaser acknowledges that any resale of any of the Securities will be subject to restrictions on resale restrictions contained in the imposed by BCI 72-503, NI 45-102 and other applicable securities legislation until: (a) the applicable statutory hold period has expired, which in British Columbia will be four months from the issue date of the Shares and Warrants, subject to certain conditions; or (b) a further statutory exemption under the BC Act or applicable securities legislation is available to the Subscriber or proposed transferee. The Subscriber acknowledges that none Purchaser and the prior consent of the Securities have been registered Exchanges is obtained; or (c) an appropriate discretionary order is obtained under applicable securities legislation and the 1933 Act or the securities laws of any state prior consent of the United States. The Exchanges is obtained; or (d) the Purchaser, if a control person, has satisfied all conditions relating to sales by control persons set out in NI 45-102, and that the purchased Securities may not will be offered or sold subject to an indefinite hold period in the United States unless registered in accordance with federal securities laws and all applicable state securities laws the United States or exemptions an exemption from such the registration requirements are of the 1933 Act is available. 10.2 7.2 The Subscriber Purchaser agrees to consult its own legal advisers regarding the statutory resale restrictions applicable to the Securities before the resale of any of the Securities. 7.3 The certificates representing the Securities will bear a legend denoting the resale restrictions imposed by BCI 72-503, NI 45-102, other applicable securities legislation and the Exchanges. The Purchaser agrees to sell, assign, or transfer the Securities only in accordance with these legends and the requirements of NI 45-102, other applicable securities legislation and the Exchanges. The Purchaser acknowledges that the certificates representing the purchased Securities will bear the following legends: “Unless permitted under securities legislation, the holder of the securities shall not trade the securities before [date that is four months and a day after the Closing.]” “The securities represented by this certificate are subject to resale restrictions in Canada and may listed on the Toronto Stock Exchange (“TSX”); however, the said securities cannot be traded in Canada except as permitted by through the applicable provincial facilities of TSX since they are not freely transferable, and consequently any certificate representing such securities laws and the rules made thereunder. 10.3 If the Subscriber is not a resident “good delivery” in settlement of British Columbia, transactions on TSX. This legend will be deemed to expire on the Subscriber represents, warrants and acknowledges that: later of (a) pursuant to British Columbia Instrument 51-509 – Issuers Quoted in the U.S. Over–the-Counter Markets midnight (“BCI 51-509”)Vancouver time) on [_______________], as adopted by the BCSC, a subsequent trade in the Securities in or from British Columbia will be a distribution subject to the prospectus [insert date which is four months after closing] and registration requirements of applicable Canadian securities legislation (including the BC Act) unless certain conditions are met, which conditions include, among others, a requirement that any certificate representing the Securities (or ownership statement issued under a direct registration system or other book entry system) bear the restrictive legend (the “BC Legend”) specified in BCI 51-509; (b) the Subscriber date on which a legend, if any, referring to the U.S. Securities Act of 1933, as amended, is removed from this certificate.” “The securities represented hereby have not been registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or under any state securities laws. The holder hereof, by purchasing such securities, agrees for the benefit of the corporation that such securities may be offered, sold or otherwise transferred, assigned or pledged only pursuant to an effective registration statement under the U.S. Securities Act or pursuant to an exemption therefrom if the corporation has received an opinion of counsel satisfactory to the corporation that such registration is not a resident of British Columbia and undertakes not to trade or resell any of the Securities in or from British Columbia unless the trade or resale is made in accordance with BCI 51-509. The Subscriber understands and agrees that the Company and others will rely upon the truth and accuracy of these representations and warranties made in this Section 10.3 and agrees that if such representations and warranties are no longer accurate or have been breached, the Subscriber shall immediately notify the Company; (c) by executing and delivering this Agreement and as a consequence of the representations and warranties made by the Subscriber in this Section 10.3, the Subscriber will have directed the Company not to include the BC Legend on any certificates representing the Securities to be issued to the Subscriber. As a consequence, the Subscriber will not be able to rely on the resale provisions of BCI 51-509, and any subsequent trade in any of the Securities in or from British Columbia will be a distribution subject to the prospectus and registration requirements of the BC Act; and (d) if the Subscriber wishes to trade or resell any of the Securities in or from British Columbia, the Subscriber agrees and undertakes to return, prior to any such trade or resale, any certificate representing the Securities to the Company’s transfer agent to have the BC Legend imprinted on such certificate or to instruct the Company’s transfer agent to include the BC Legend on any ownership statement issued under a direct registration system or other book entry systemrequired.”

Resale Restrictions. 10.1 8.1 The Subscriber acknowledges that any resale of any of the Securities will be subject to resale restrictions contained in the securities legislation applicable to the Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities have been registered under the 1933 Act or the securities laws of any state of the United States. The Securities may not be offered or sold in the United States unless registered in accordance with federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available. 10.2 8.2 The Subscriber acknowledges that the Securities are subject to resale restrictions in Canada and may not be traded in Canada except as permitted by the applicable provincial securities laws and the rules made thereunder. 10.3 8.3 If the Subscriber is not a resident of British Columbia, the Subscriber represents, warrants and acknowledges that: (a) pursuant to British Columbia Instrument 51-509 – Issuers Quoted in the U.S. Over–the-Counter Markets (“BCI 51-509”), as adopted by the BCSC, a subsequent trade in the Securities in or from British Columbia will be a distribution subject to the prospectus and registration requirements of applicable Canadian securities legislation (including the BC Act) unless certain conditions are met, which conditions include, among others, a requirement that any certificate representing the Securities (or ownership statement issued under a direct registration system or other book entry system) bear the restrictive legend (the “BC Legend”) specified in BCI 51-509; (b) the Subscriber is not a resident of British Columbia and undertakes not to trade or resell any of the Securities in or from British Columbia unless the trade or resale is made in accordance with BCI 51-509. The Subscriber understands and agrees that the Company and others will rely upon the truth and accuracy of these representations and warranties made in this Section 10.3 and agrees that if such representations and warranties are no longer accurate or have been breached, the Subscriber shall immediately notify the Company; (c) by executing and delivering this Agreement and as a consequence of the representations and warranties made by the Subscriber in this Section 10.3, the Subscriber will have directed the Company not to include the BC Legend on any certificates representing the Securities to be issued to the Subscriber. As a consequence, the Subscriber will not be able to rely on the resale provisions of BCI 51-509, and any subsequent trade in any of the Securities in or from British Columbia will be a distribution subject to the prospectus and registration requirements of the BC Act; and (d) if the Subscriber wishes to trade or resell any of the Securities in or from British Columbia, the Subscriber agrees and undertakes to return, prior to any such trade or resale, any certificate representing the Securities to the Company’s transfer agent to have the BC Legend imprinted on such certificate or to instruct the Company’s transfer agent to include the BC Legend on any ownership statement issued under a direct registration system or other book entry system.

Resale Restrictions. 10.1 7.1 The Subscriber Purchaser acknowledges that any resale of any of the Securities will be subject to restrictions on resale restrictions contained in the imposed by BCI 72-503, NI 45-102 and other applicable securities legislation until: (a) the applicable statutory hold period has expired, which in British Columbia will be four months from the issue date of the Shares and Warrants, subject to certain conditions; or (b) a further statutory exemption under the BC Act or applicable securities legislation is available to the Subscriber or proposed transferee. The Subscriber acknowledges that none Purchaser and the prior consent of the Securities have been registered Exchanges is obtained; or (c) an appropriate discretionary order is obtained under applicable securities legislation and the 1933 Act or the securities laws of any state prior consent of the United States. The Exchanges is obtained; or (d) the Purchaser, if a control person, has satisfied all conditions relating to sales by control persons set out in NI 45-102, and that the purchased Securities may not will be offered or sold subject to an indefinite hold period in the United States unless registered in accordance with federal securities laws and all applicable state securities laws the United States or exemptions an exemption from such the registration requirements are of the 1933 Act is available. 10.2 7.2 The Subscriber Purchaser agrees to consult its own legal advisers regarding the statutory resale restrictions applicable to the Securities before the resale of any of the Securities. 7.3 The certificates representing the Securities will bear a legend denoting the resale restrictions imposed by BCI 72-503, NI 45-102, other applicable securities legislation and the Exchanges. The Purchaser agrees to sell, assign, or transfer the Securities only in accordance with these legends and the requirements of NI 45-102, other applicable securities legislation and the Exchanges. The Purchaser acknowledges that the certificates representing the purchased Securities will bear the following legends: “Unless permitted under securities legislation, the holder of the securities shall not trade the securities before [date that is four months and a day after the Closing.]” “The securities represented by this certificate are subject to resale restrictions in Canada and may listed on the Toronto Stock Exchange (“TSX”); however, the said securities cannot be traded in Canada except as permitted by through the applicable provincial facilities of TSX since they are not freely transferable, and consequently any certificate representing such securities laws and the rules made thereunder. 10.3 If the Subscriber is not a resident “good delivery” in settlement of British Columbia, transactions on TSX. This legend will be deemed to expire on the Subscriber represents, warrants and acknowledges that: later of (a) pursuant to British Columbia Instrument 51-509 – Issuers Quoted in the U.S. Over–the-Counter Markets midnight (“BCI 51-509”)Vancouver time) on [_______________], as adopted by the BCSC, a subsequent trade in the Securities in or from British Columbia will be a distribution subject to the prospectus 2008 [insert date which is four months after closing] and registration requirements of applicable Canadian securities legislation (including the BC Act) unless certain conditions are met, which conditions include, among others, a requirement that any certificate representing the Securities (or ownership statement issued under a direct registration system or other book entry system) bear the restrictive legend (the “BC Legend”) specified in BCI 51-509; (b) the Subscriber date on which a legend, if any, referring to the U.S. Securities Act of 1933, as amended, is removed from this certificate.” “The securities represented hereby have not been registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or under any state securities laws. The holder hereof, by purchasing such securities, agrees for the benefit of the corporation that such securities may be offered, sold or otherwise transferred, assigned or pledged only pursuant to an effective registration statement under the U.S. Securities Act or pursuant to an exemption therefrom if the corporation has received an opinion of counsel satisfactory to the corporation that such registration is not a resident of British Columbia and undertakes not to trade or resell any of the Securities in or from British Columbia unless the trade or resale is made in accordance with BCI 51-509. The Subscriber understands and agrees that the Company and others will rely upon the truth and accuracy of these representations and warranties made in this Section 10.3 and agrees that if such representations and warranties are no longer accurate or have been breached, the Subscriber shall immediately notify the Company; (c) by executing and delivering this Agreement and as a consequence of the representations and warranties made by the Subscriber in this Section 10.3, the Subscriber will have directed the Company not to include the BC Legend on any certificates representing the Securities to be issued to the Subscriber. As a consequence, the Subscriber will not be able to rely on the resale provisions of BCI 51-509, and any subsequent trade in any of the Securities in or from British Columbia will be a distribution subject to the prospectus and registration requirements of the BC Act; and (d) if the Subscriber wishes to trade or resell any of the Securities in or from British Columbia, the Subscriber agrees and undertakes to return, prior to any such trade or resale, any certificate representing the Securities to the Company’s transfer agent to have the BC Legend imprinted on such certificate or to instruct the Company’s transfer agent to include the BC Legend on any ownership statement issued under a direct registration system or other book entry systemrequired.”

Resale Restrictions. 10.1 The Subscriber acknowledges that any resale of any of the Securities Shares will be subject to resale restrictions contained in the securities legislation applicable to the Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities Shares have been registered under the 1933 Act or the securities laws of any state of the United States. The Securities Shares may not be offered or sold in the United States unless registered in accordance with federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available. 10.2 The Subscriber acknowledges that the Securities Shares are subject to resale restrictions in Canada and may not be traded in Canada except as permitted by the applicable provincial securities laws and the rules made thereunder. 10.3 If the Subscriber is not a resident of British Columbia, the Subscriber represents, warrants and acknowledges that: (a) pursuant Pursuant to British Columbia Instrument 51-509 – Issuers Quoted in the U.S. Over–the-Counter Markets (“BCI 51-509”), as adopted by the BCSC, a subsequent trade in the Securities Shares in or from British Columbia will be a distribution subject to the prospectus and registration requirements of applicable Canadian securities legislation (including the BC Act) unless certain conditions are met, which conditions include, among others, a requirement that any certificate representing the Securities Shares (or ownership statement issued under a direct registration system or other book entry system) bear the restrictive legend (the “BC Legend”) specified in BCI 51-509;. (b) 10.4 The Subscriber represents and warrants that the Subscriber is not a resident of British Columbia and undertakes not to trade or resell any of the Securities Shares in or from British Columbia unless the trade or resale is made in accordance with BCI 51-50951.509. The Subscriber understands and agrees that the Company and others will rely upon the truth and accuracy of these representations and warranties made in this Section 10.3 10, and agrees that if such representations and warranties are no longer accurate or have been breached, the Subscriber shall immediately notify the Company;. (c) by 10.5 By executing and delivering this Agreement and as a consequence of the representations and warranties made by the Subscriber in this Section 10.310, the Subscriber will have directed the Company not to include the BC Legend on any certificates representing the Securities Shares to be issued to the Subscriber. As a consequence, the Subscriber will not be able to rely on the resale provisions of BCI 51-509, and any subsequent trade in any of the Securities Shares in or from British Columbia will be a distribution subject to the prospectus and registration requirements of the BC Act; and. (d) if 10.6 If the Subscriber wishes to trade or resell any of the Securities Shares in or from British Columbia, the Subscriber agrees and undertakes to return, prior to any such trade or resale, any certificate representing the Securities Shares to the Company’s transfer agent to have the BC Legend imprinted on such certificate or to instruct the Company’s transfer agent to include the BC Legend on any ownership statement issued under a direct registration system or other book entry system.

Resale Restrictions. 10.1 The Subscriber acknowledges that any resale of any of the Securities will be subject to resale restrictions contained in the securities legislation applicable to the Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities Shares have not been registered under the 1933 Act or of the securities laws of any state of the United States. The Securities Shares may not be offered or sold in the United States unless registered in accordance with United States federal securities laws and all applicable state and provincial securities laws or exemptions from such registration requirements are available. 10.2 The Subscriber acknowledges that restrictions on the transfer, sale or other subsequent disposition of the Shares by the Subscriber may be imposed by securities laws in addition to any restrictions referred to in Section 10.1 above, and, in particular, the Subscriber acknowledges and agrees that none of the Shares may be offered or sold to a U.S. Person or for the account or benefit of a U.S. Person (other than a distributor) prior to the end of the Distribution Compliance Period. 10.3 The Subscriber acknowledges that the Securities are subject to resale restrictions in Canada and may not be traded in Canada except as permitted by the applicable provincial securities laws and the rules made thereunder. 10.3 10.4 If the Subscriber is not a resident of British ColumbiaCanada (other than Ontario), the Subscriber represents, warrants and acknowledges that: (a) pursuant to British Columbia Multilateral Instrument 51-509 105 – Issuers Quoted in the U.S. Over–the-Counter Markets (“BCI MI 51-509105”), as adopted by the BCSC, a subsequent trade in the Securities Shares in or from British Columbia Canada (other than Ontario) will be a distribution subject to the prospectus and registration requirements of applicable Canadian securities legislation (including the BC Act) unless certain conditions are met, which conditions include, among others, a requirement that any certificate representing the Securities Shares (or ownership statement issued under a direct registration system or other book entry system) bear the restrictive legend (the “BC Legend”) specified in BCI MI 51-509105; (b) the Subscriber is not a resident of British Columbia Canada and undertakes not to trade or resell any of the Securities Shares in or from British Columbia Canada unless the trade or resale is made in accordance with BCI MI 51-509105. The Subscriber understands and agrees that the Company and others will rely upon the truth and accuracy of these representations and warranties made in this Section 10.3 10.4 and agrees that if such representations and warranties are no longer accurate or have been breached, the Subscriber shall immediately notify the Company; (c) by executing and delivering this Agreement and as a consequence of the representations and warranties made by the Subscriber in this Section 10.310.4, the Subscriber will have directed the Company not to include the BC Legend on any certificates representing the Securities Shares to be issued to the Subscriber. As a consequence, the Subscriber will not be able to rely on the resale provisions of BCI MI 51-509105, and any subsequent trade in any of the Securities Shares in or from British Columbia Canada will be a distribution subject to the prospectus and registration requirements of the BC ActCanadian securities legislation; and (d) if the Subscriber wishes to trade or resell any of the Securities Shares in or from British ColumbiaCanada, the Subscriber agrees and undertakes to return, prior to any such trade or resale, any certificate representing the Securities Shares to the Company’s transfer agent to have the BC Legend imprinted on such certificate or to instruct the Company’s transfer agent to include the BC Legend on any ownership statement issued under a direct registration system or other book entry system.

Resale Restrictions. 10.1 4.1 The Subscriber acknowledges that any resale of any of the Securities Shares will be subject to resale restrictions contained in the securities legislation applicable to the Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities Shares have been registered under the 1933 Act or the securities laws of any state of the United States. The Securities Shares may not be offered or sold in the United States unless registered in accordance with federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available. 10.2 4.2 The Subscriber acknowledges that the Securities Shares are subject to resale restrictions in Canada and may not be traded in Canada except as permitted by the applicable provincial securities laws and the rules made thereunder. 10.3 4.3 If the Subscriber is not a resident of British ColumbiaColumbia or any other jurisdiction of Canada, the Subscriber represents, warrants and acknowledges that: (a) pursuant to British Columbia Instrument 51-509 – Issuers Quoted in the U.S. Over–the-Counter Markets (“BCI 51-509”), as adopted by the BCSC, a subsequent trade in the Securities Shares in or from British Columbia or any other jurisdiction of Canada will be a distribution subject to the prospectus and registration requirements of applicable Applicable Canadian securities legislation (including the BC Act) Securities Laws unless certain conditions are met, which conditions include, among others, a requirement that any certificate representing the Securities Shares (or ownership statement issued under a direct registration system or other book entry system) bear the restrictive legend (the “BC Legend”) specified in BCI 51-509509 (the "BC LEGEND") or the restrictive legend specified in NI 45-102 (the "CSA LEGEND"); (b) the Subscriber is not a resident of British Columbia Canada and undertakes not to trade or resell any of the Securities Shares in or from British Columbia Canada unless the trade or resale is made in accordance with BCI 51-509509 or NI 45-102, as applicable. The Subscriber understands and agrees that the Company Issuer and others will rely upon the truth and accuracy of these representations and warranties made in this Section 10.3 4 and agrees that if such representations and warranties are no longer accurate or have been breached, the Subscriber shall immediately notify the CompanyIssuer; (c) by executing and delivering this Subscription Agreement and as a consequence of the representations and warranties made by the Subscriber in this Section 10.34, the Subscriber will have directed the Company Issuer not to include the BC Legend or the CSA Legend on any certificates representing the Securities Shares to be issued to the Subscriber. As a consequence, the Subscriber will not be able to rely on the resale provisions of BCI 51-509509 or NI 45-102, and any subsequent trade in any of the Securities Shares in or from British Columbia or any other jurisdiction of Canada will be a distribution subject to the prospectus and registration requirements of the BC ActApplicable Canadian Securities Laws; and (d) if the Subscriber wishes to trade or resell any of the Securities Shares in or from British ColumbiaColumbia or any other jurisdiction of Canada, the Subscriber agrees and undertakes to return, prior to any such trade or resale, any certificate representing the Securities Shares to the Company’s Issuer's transfer agent to have the BC Legend or the CSA Legend, as applicable, imprinted on such certificate or to instruct the Company’s Issuer's transfer agent to include the BC Legend or the CSA Legend, as applicable on any ownership statement issued under a direct registration system or other book entry system.

Resale Restrictions. 10.1 7.1 The Subscriber Purchaser acknowledges that any resale of any of the Securities will be subject to restrictions on resale restrictions contained in the imposed by MI 45-102 and other applicable securities legislation applicable to the Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities have been registered under the 1933 Act or the securities laws of any state of the United States. The Securities may not be offered or sold in the United States unless registered in accordance with federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available. 10.2 The Subscriber acknowledges that the Securities are subject to resale restrictions in Canada and may not be traded in Canada except as permitted by the applicable provincial securities laws and the rules made thereunder. 10.3 If the Subscriber is not a resident of British Columbia, the Subscriber represents, warrants and acknowledges thatuntil: (a) pursuant to British Columbia Instrument 51-509 – Issuers Quoted the applicable statutory hold period has expired, which in the U.S. Over–the-Counter Markets (“BCI 51-509”), as adopted by the BCSC, a subsequent trade in the Securities in or from British Columbia will be a distribution subject to four months from the prospectus issue date of the Shares and registration requirements of applicable Canadian securities legislation (including the BC Act) unless certain conditions are met, which conditions include, among others, a requirement that any certificate representing the Securities (or ownership statement issued under a direct registration system or other book entry system) bear the restrictive legend (the “BC Legend”) specified in BCI 51-509;Warrants; or (b) a further statutory exemption under the Subscriber BC Act or applicable securities legislation is not a resident of British Columbia available to the Purchaser and undertakes not to trade or resell any the prior consent of the Securities in or from British Columbia unless the trade or resale Exchange is made in accordance with BCI 51-509. The Subscriber understands and agrees that the Company and others will rely upon the truth and accuracy of these representations and warranties made in this Section 10.3 and agrees that if such representations and warranties are no longer accurate or have been breached, the Subscriber shall immediately notify the Company;obtained; or (c) by executing an appropriate discretionary order is obtained under applicable securities legislation and delivering this Agreement and as a consequence the prior consent of the representations Exchange is obtained; or (d) the Purchaser, if a control person, has satisfied all conditions relating to sales by control persons set out in MI 45-102. 7.2 The Purchaser agrees to consult his own legal advisors regarding the statutory resale restrictions applicable to the Securities before the resale of any of the Securities. The Issuer makes no representation regarding resale restrictions under applicable U.S. federal and warranties made by the Subscriber in this Section 10.3, the Subscriber will have directed the Company not to include the BC Legend on any state securities laws. 7.3 The certificates representing the Securities will bear a legend denoting the resale restrictions imposed by MI 45-102, other applicable securities legislation and the Exchange. The said certificates will also bear a legend under applicable U.S. federal securities laws as follows: “The securities represented hereby have not been registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or under any state securities laws. The holder hereof, by purchasing such securities, agrees for the benefit of the corporation that such securities may be offered, sold or otherwise transferred, assigned or pledged only pursuant to be issued an effective registration statement under the U.S. Securities Act or pursuant to an exemption therefrom if the corporation has received an opinion of counsel satisfactory to the Subscriber. As a consequencecorporation that such registration is not required.” The Purchaser agrees to sell, the Subscriber will not be able to rely on the resale provisions of BCI 51-509assign, and any subsequent trade in any of or transfer the Securities only in or from British Columbia will be a distribution subject to accordance with these legends and the prospectus and registration requirements of MI 45-102, other applicable securities legislation and the BC Act; and (d) if the Subscriber wishes to trade or resell any of the Securities in or from British Columbia, the Subscriber agrees and undertakes to return, prior to any such trade or resale, any certificate representing the Securities to the Company’s transfer agent to have the BC Legend imprinted on such certificate or to instruct the Company’s transfer agent to include the BC Legend on any ownership statement issued under a direct registration system or other book entry systemExchange.

Resale Restrictions. 10.1 8.1 The Subscriber acknowledges that any resale of any of the Securities will be subject to resale restrictions contained in the securities legislation applicable to the each Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities have not been registered under the 1933 Act or Act, the securities laws of any state of the United StatesStates or any province or territory of Canada. The Securities may not be offered or sold in the United States unless registered in accordance with United States federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available. 10.2 8.2 The Subscriber acknowledges that restrictions on the transfer, sale or other subsequent disposition of the Securities are subject to resale restrictions in Canada and may not be traded in Canada except as permitted by the applicable provincial Subscriber may be imposed by securities laws and the rules made thereunderin addition to any restrictions referred to in Section 8.1 above. 10.3 If the Subscriber is not a resident of British Columbia, the Subscriber represents, warrants and acknowledges that: (a) pursuant 8.3 Pursuant to British Columbia National Instrument 5145-509 – Issuers Quoted in the U.S. Over–the-Counter Markets 102 (“BCI 51NI 45-509102”), as adopted by the BCSCAlberta Securities Commission (the “ASC”), a subsequent trade in the Securities in or from British Columbia Shares will be a distribution subject to the prospectus and registration requirements of applicable Canadian securities legislation (including the BC Ontario Act and the Alberta Act) unless certain conditions are met, which conditions include, among others, a include the requirement that the hold period mandated pursuant to NI 45-102 (the "Canadian Hold Period") that shall have elapsed from the date on which the Shares were issued to the Subscriber and, during the currency of the Canadian Hold Period, any certificate representing the Securities (or ownership statement issued under Shares is to be imprinted with a direct registration system or other book entry system) bear the restrictive legend (the “BC "Canadian Legend”) specified in BCI 51-509;"). (b) the Subscriber is not a resident of British Columbia and undertakes not to trade or resell any of the Securities in or from British Columbia unless the trade or resale is made in accordance with BCI 51-509. The Subscriber understands and agrees that the Company and others will rely upon the truth and accuracy of these representations and warranties made in this Section 10.3 and agrees that if such representations and warranties are no longer accurate or have been breached, the Subscriber shall immediately notify the Company; (c) by 8.4 By executing and delivering this Agreement and as a consequence of the representations and warranties made by the Subscriber in this Section 10.3Subscription Agreement, the Subscriber will have directed the Company not to include the BC Canadian Legend on any certificates representing the Securities Shares to be issued to the Subscriber. . 8.5 As a consequence, the Subscriber will may not be able to rely on the resale provisions of BCI 51NI 45-509102, and any subsequent trade in any of the Securities in Shares during or from British Columbia will after the Canadian Hold Period may be a distribution subject to the prospectus and registration requirements of Canadian securities legislation, to the BC Act; and (d) if extent that the Subscriber wishes to trade or resell any of the Securities in or from British Columbia, the Subscriber agrees and undertakes to return, prior is at that time subject to any such trade or resale, any certificate representing the Securities to the Company’s transfer agent to have the BC Legend imprinted on such certificate or to instruct the Company’s transfer agent to include the BC Legend on any ownership statement issued under a direct registration system or other book entry systemCanadian securities legislation.

Resale Restrictions. 10.1 11.1 The Subscriber acknowledges that any resale of any of the Securities will be subject to resale restrictions contained in the securities legislation applicable to the Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities Shares have not been registered under the 1933 Act or of the securities laws of any state of the United States. The Securities Shares may not be offered or sold in the United States unless registered in accordance with United States federal securities laws and all applicable state and provincial securities laws or exemptions from such registration requirements are available. 10.2 11.2 The Subscriber acknowledges that restrictions on the transfer, sale or other subsequent disposition of the Shares by the Subscriber may be imposed by securities laws in addition to any restrictions referred to in Section 11.1 above, and, in particular, the Subscriber acknowledges and agrees that none of the Shares may be offered or sold to a U.S. Person or for the account or benefit of a U.S. Person (other than a distributor) prior to the end of the Distribution Compliance Period. 11.3 The Subscriber acknowledges that the Securities are subject to resale restrictions in Canada and may not be traded in Canada except as permitted by the applicable provincial securities laws and the rules made thereunder. 10.3 11.4 If the Subscriber is not a resident of British ColumbiaCanada (other than Ontario), the Subscriber represents, warrants and acknowledges that: (a) pursuant to British Columbia Multilateral Instrument 51-509 105 – Issuers Quoted in the U.S. Over–the-Counter Markets (“BCI MI 51-509105”), as adopted by the BCSC, a subsequent trade in the Securities Shares in or from British Columbia Canada (other than Ontario) will be a distribution subject to the prospectus and registration requirements of applicable Canadian securities legislation (including the BC Act) unless certain conditions are met, which conditions include, among others, a requirement that any certificate representing the Securities Shares (or ownership 8 - - (b) statement issued under a direct registration system or other book entry system) bear the restrictive legend (the “BC Legend”) specified in BCI MI 51-509105; (bc) the Subscriber is not a resident of British Columbia Canada and undertakes not to trade or resell any of the Securities Shares in or from British Columbia Canada unless the trade or resale is made in accordance with BCI MI 51-509105. The Subscriber understands and agrees that the Company and others will rely upon the truth and accuracy of these representations and warranties made in this Section 10.3 11.4 and agrees that if such representations and warranties are no longer accurate or have been breached, the Subscriber shall immediately notify the Company; (cd) by executing and delivering this Agreement and as a consequence of the representations and warranties made by the Subscriber in this Section 10.311.4, the Subscriber will have directed the Company not to include the BC Legend on any certificates representing the Securities Shares to be issued to the Subscriber. As a consequence, the Subscriber will not be able to rely on the resale provisions of BCI MI 51-509105, and any subsequent trade in any of the Securities Shares in or from British Columbia Canada will be a distribution subject to the prospectus and registration requirements of the BC ActCanadian securities legislation; and (de) if the Subscriber wishes to trade or resell any of the Securities Shares in or from British ColumbiaCanada, the Subscriber agrees and undertakes to return, prior to any such trade or resale, any certificate representing the Securities Shares to the Company’s transfer agent to have the BC Legend imprinted on such certificate or to instruct the Company’s transfer agent to include the BC Legend on any ownership statement issued under a direct registration system or other book entry system.

Resale Restrictions. 10.1 8.1 The Subscriber acknowledges that any resale of any of the Securities Shares will be subject to resale restrictions contained in the securities legislation applicable to the Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities Shares have been registered under the 1933 Act or the securities laws of any state of the United States. The Securities Shares may not be offered or sold in the United States unless registered in accordance with federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available. 10.2 8.2 The Subscriber acknowledges that the Securities Shares are subject to resale restrictions in Canada and may not be traded in Canada except as permitted by the applicable provincial securities laws Securities Act (Ontario) (the “Ontario Act”) and the rules made thereunder. 10.3 If the Subscriber is not a resident of British Columbia, the Subscriber represents, warrants and acknowledges that: (a) pursuant 8.3 Pursuant to British Columbia Instrument 51NI 45-509 – Issuers Quoted in the U.S. Over–the-Counter Markets (“BCI 51-509”), as adopted by the BCSC102, a subsequent trade in the Securities in or from British Columbia Shares will be a distribution subject to the prospectus and registration requirements of applicable Canadian securities legislation (including the BC Ontario Act) unless certain conditions are met, which conditions include, among others, a include the requirement that a hold period (the "Canadian Hold Period") beginning on the date on which the Shares were issued, as mandated by Canada’s National Instrument 45-102, Resale of Securities (“45-102”), shall have elapsed and, during the currency of the Canadian Hold Period, any certificate representing the Securities (or ownership statement issued under Shares is imprinted with a direct registration system or other book entry system) bear the restrictive legend (the “BC "Canadian Legend”) specified in BCI 51-509;"). (b) the Subscriber is not a resident of British Columbia and undertakes not to trade or resell any of the Securities in or from British Columbia unless the trade or resale is made in accordance with BCI 51-509. The Subscriber understands and agrees that the Company and others will rely upon the truth and accuracy of these representations and warranties made in this Section 10.3 and agrees that if such representations and warranties are no longer accurate or have been breached, the Subscriber shall immediately notify the Company; (c) by 8.4 By executing and delivering this Agreement and as a consequence of the representations and warranties made by the Subscriber in this Section 10.3Subscription Agreement, the Subscriber will have has directed the Company not to include the BC Canadian Legend on any certificates representing the Securities Shares to be issued to the Subscriber. . 8.5 As a consequence, the Subscriber will may not be able to rely on the resale provisions of BCI 51NI 45-509102, and any subsequent trade in any of the Securities in Shares during or from British Columbia will after the Canadian Hold Period may be a distribution subject to the prospectus and registration requirements of Canadian securities legislation, to the BC Act; and (d) if extent that the Subscriber wishes to trade or resell any of the Securities in or from British Columbia, the Subscriber agrees and undertakes to return, prior is at that time subject to any such trade or resaleCanadian securities legislation. 8.6 No Shares of any class of the Company shall be transferred without the approval of the directors, provided that approval of any certificate representing transfer of Shares may be given as aforesaid after the Securities to transfer has been effected upon the records of the Company’s , in which event, unless the said approval stipulates otherwise, the said transfer agent to have shall be valid and shall take effect as from the BC Legend imprinted on such certificate or to instruct date of its very entry upon the books of the Company’s transfer agent to include . This covenant shall survive the BC Legend on any ownership statement issued under a direct registration system or other book entry systemClosing.

Resale Restrictions. 10.1 The Subscriber acknowledges that any resale of any of the Securities Shares will be subject to resale restrictions contained in the securities legislation applicable to the Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities Shares have been registered under the 1933 Act or the securities laws of any state of the United States. The Securities Shares may not be offered or sold in the United States unless registered in accordance with federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available. 10.2 The Subscriber acknowledges that the Securities are subject in addition to resale restrictions imposed under U.S. securities laws, there are additional restrictions on the Subscriber’s ability to resell the Shares in Canada and the Shares may not be traded in Canada except as permitted by the applicable provincial securities laws and the rules made thereunder. 10.3 If the Subscriber is not a resident of British Columbia, the Subscriber represents, warrants and acknowledges that: (a) pursuant Pursuant to British Columbia Instrument 51-509 – Issuers Quoted in the U.S. Over–the-Counter Markets (“BCI 51-509”), as adopted by the BCSC, a subsequent trade in the Securities Shares in or from British Columbia will be a distribution subject to the prospectus and registration requirements of applicable Canadian securities legislation (including the BC Act) unless certain conditions are met, which conditions include, among others, a requirement that any certificate representing the Securities Shares (or ownership statement issued under a direct registration system or other book entry system) bear the restrictive legend (the “BC Legend”) specified in BCI 51-509;. (b) 10.4 The Subscriber represents and warrants that the Subscriber is not a resident of British Columbia and undertakes not to trade or resell any of the Securities Shares in or from British Columbia unless the trade or resale is made in accordance with BCI 51-50951.509. The Subscriber understands and agrees that the Company and others will rely upon the truth and accuracy of these representations and warranties made in this Section 10.3 10, and agrees that if such representations and warranties are no longer accurate or have been breached, the Subscriber shall immediately notify the Company;. (c) by 10.5 By executing and delivering this Agreement and as a consequence of the representations and warranties made by the Subscriber in this Section 10.310, the Subscriber will have directed the Company not to include the BC Legend on any certificates representing the Securities Shares to be issued to the Subscriber. As a consequence, the Subscriber will not be able to rely on the resale provisions of BCI 51-509, and any subsequent trade in any of the Securities Shares in or from British Columbia will be a distribution subject to the prospectus and registration requirements of the BC Act; and. (d) if 10.6 If the Subscriber wishes to trade or resell any of the Securities Shares in or from British Columbia, the Subscriber agrees and undertakes to return, prior to any such trade or resale, any certificate representing the Securities Shares to the Company’s transfer agent to have the BC Legend imprinted on such certificate or to instruct the Company’s transfer agent to include the BC Legend on any ownership statement issued under a direct registration system or other book entry system.

Resale Restrictions. 10.1 6.1 The Subscriber Purchaser acknowledges that any resale of any of the Securities Shares will be subject to restrictions on resale restrictions contained in the imposed by BCI 72-503, NI 45-102 and other applicable securities legislation until: (a) the applicable statutory hold period has expired, which in British Columbia will be four months from the issue date of the Shares, subject to certain conditions; or (b) a further statutory exemption under the BC Act or applicable securities legislation is available to the Subscriber or proposed transferee. The Subscriber acknowledges that none Purchaser and the prior consent of the Securities have been registered Exchanges is obtained; or (c) an appropriate discretionary order is obtained under applicable securities legislation and the 1933 Act or the securities laws of any state prior consent of the United States. The Securities may not Exchanges is obtained; or (d) the Purchaser, if a control person, has satisfied all conditions relating to sales by control persons set out in NI 45-102, and that the purchased Shares will be offered or sold subject to an indefinite hold period in the United States unless registered in accordance with federal securities laws and all applicable state securities laws the United States or exemptions an exemption from such the registration requirements are of the 1933 Act is available. 10.2 6.2 The Subscriber Purchaser agrees to consult its own legal advisers regarding the statutory resale restrictions applicable to the Shares before the resale of any of the Shares. 6.3 The certificates representing the Shares will bear a legend denoting the resale restrictions imposed by BCI 72-503, NI 45-102, other applicable securities legislation and the Exchanges. The Purchaser agrees to sell, assign, or transfer the Shares only in accordance with these legends and the requirements of NI 45-102, other applicable securities legislation and the Exchanges. The Purchaser acknowledges that the Securities certificates representing the purchased Shares will bear the following legends: “Unless permitted under securities legislation, the holder of the securities shall not trade the securities before [date that is four months and a day after the Closing.]” “The securities represented by this certificate are subject to resale restrictions in Canada and may listed on the Toronto Stock Exchange (“TSX”); however, the said securities cannot be traded in Canada except as permitted by through the applicable provincial facilities of TSX since they are not freely transferable, and consequently any certificate representing such securities laws and the rules made thereunder. 10.3 If the Subscriber is not a resident “good delivery” in settlement of British Columbia, transactions on TSX. This legend will be deemed to expire on the Subscriber represents, warrants and acknowledges that: later of (a) pursuant to British Columbia Instrument 51-509 – Issuers Quoted in the U.S. Over–the-Counter Markets midnight (“BCI 51-509”)Vancouver time) on [_______________], as adopted by the BCSC, a subsequent trade in the Securities in or from British Columbia will be a distribution subject to the prospectus 2006 [insert date which is four months after closing] and registration requirements of applicable Canadian securities legislation (including the BC Act) unless certain conditions are met, which conditions include, among others, a requirement that any certificate representing the Securities (or ownership statement issued under a direct registration system or other book entry system) bear the restrictive legend (the “BC Legend”) specified in BCI 51-509; (b) the Subscriber date on which a legend, if any, referring to the U.S. Securities Act of 1933, as amended, is removed from this certificate.” “The securities represented hereby have not been registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or under any state securities laws. The holder hereof, by purchasing such securities, agrees for the benefit of the corporation that such securities may be offered, sold or otherwise transferred, assigned or pledged only pursuant to an effective registration statement under the U.S. Securities Act or pursuant to an exemption therefrom if the corporation has received an opinion of counsel satisfactory to the corporation that such registration is not a resident of British Columbia and undertakes not to trade or resell any of the Securities in or from British Columbia unless the trade or resale is made in accordance with BCI 51-509. The Subscriber understands and agrees that the Company and others will rely upon the truth and accuracy of these representations and warranties made in this Section 10.3 and agrees that if such representations and warranties are no longer accurate or have been breached, the Subscriber shall immediately notify the Company; (c) by executing and delivering this Agreement and as a consequence of the representations and warranties made by the Subscriber in this Section 10.3, the Subscriber will have directed the Company not to include the BC Legend on any certificates representing the Securities to be issued to the Subscriber. As a consequence, the Subscriber will not be able to rely on the resale provisions of BCI 51-509, and any subsequent trade in any of the Securities in or from British Columbia will be a distribution subject to the prospectus and registration requirements of the BC Act; and (d) if the Subscriber wishes to trade or resell any of the Securities in or from British Columbia, the Subscriber agrees and undertakes to return, prior to any such trade or resale, any certificate representing the Securities to the Company’s transfer agent to have the BC Legend imprinted on such certificate or to instruct the Company’s transfer agent to include the BC Legend on any ownership statement issued under a direct registration system or other book entry systemrequired.”

Resale Restrictions. 10.1 7.1 The Subscriber acknowledges that the Debentures and the Warrants are not transferable and that any resale of any of the other Securities will be subject to resale restrictions contained in the securities legislation applicable to the each Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities have not been registered under the 1933 Act or the securities laws of any state of the United States. The States and that none of the Securities may not be offered or sold in the United States unless registered in accordance with United States federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available. 10.2 7.2 The Subscriber acknowledges that restrictions on the transfer, sale or other subsequent disposition of the Securities by the Subscriber may be imposed by securities laws in addition to any restrictions referred to in Section 7.1 above, and, in particular, the Subscriber acknowledges and agrees that none of the Securities may be offered or sold to a U.S. Person or for the account or benefit of a U.S. Person (other than a distributor) prior to the end of the Distribution Compliance Period. 7.3 The Subscriber acknowledges that the Securities are subject to resale restrictions in Canada and may not be traded in Canada except as permitted by the applicable provincial securities laws Ontario Act and the Alberta Act and the rules made thereunder. 10.3 If the Subscriber is not a resident of British Columbia, the Subscriber represents, warrants and acknowledges that: (a) pursuant 7.4 Pursuant to British Columbia Instrument 51NI 45-509 – Issuers Quoted in the U.S. Over–the-Counter Markets (“BCI 51-509”), as adopted by the BCSC102, a subsequent trade in the Securities in or from British Columbia will be a distribution subject to the prospectus and registration requirements of applicable Canadian securities legislation (including the BC Act) unless certain conditions are met, which conditions include, among others, a include the requirement that the hold period mandated by NI 45-102 (the "Canadian Hold Period") shall have elapsed and, during the currency of the Canadian Hold Period, any certificate representing the Securities (or ownership statement issued under is to be imprinted with a direct registration system or other book entry system) bear the restrictive legend (the “BC "Canadian Legend”) specified in BCI 51-509;"). (b) the Subscriber is not a resident of British Columbia and undertakes not to trade or resell any of the Securities in or from British Columbia unless the trade or resale is made in accordance with BCI 51-509. The Subscriber understands and agrees that the Company and others will rely upon the truth and accuracy of these representations and warranties made in this Section 10.3 and agrees that if such representations and warranties are no longer accurate or have been breached, the Subscriber shall immediately notify the Company; (c) by 7.5 By executing and delivering this Agreement and as a consequence of the representations and warranties made by the Subscriber in this Section 10.3Subscription Agreement, the Subscriber will have directed the Company not to include the BC Canadian Legend on any certificates representing the Securities to be issued to the Subscriber. . 7.6 As a consequence, the Subscriber will may not be able to rely on the resale provisions of BCI 51NI 45-509102, and any subsequent trade in any of the Securities in during or from British Columbia will after the Canadian Hold Period may be a distribution subject to the prospectus and registration requirements of Canadian securities legislation, to the BC Act; and (d) if extent that the Subscriber wishes to trade or resell any of the Securities in or from British Columbia, the Subscriber agrees and undertakes to return, prior is at that time subject to any such trade or resale, any certificate representing the Securities to the Company’s transfer agent to have the BC Legend imprinted on such certificate or to instruct the Company’s transfer agent to include the BC Legend on any ownership statement issued under a direct registration system or other book entry systemCanadian securities legislation.

Resale Restrictions. 10.1 The Subscriber acknowledges that any resale of any of the Securities Shares will be subject to resale restrictions contained in the securities legislation applicable to the Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities Shares have been registered under the 1933 Act or the securities laws of any state of the United States. The Securities Shares may not be offered or sold in the United States unless registered in accordance with federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available. 10.2 The Subscriber acknowledges that the Securities Shares are subject to resale restrictions in Canada and may not be traded in Canada except as permitted by the applicable provincial securities laws and the rules made thereunder. 10.3 If the Subscriber is not a resident of British Columbia, the Subscriber represents, warrants and acknowledges that: (a) pursuant to British Columbia Instrument 51-509 – Issuers Quoted in the U.S. Over–the-Counter Markets (“BCI 51-509”), as adopted by the BCSC, a subsequent trade in the Securities Shares in or from British Columbia will be a distribution subject to the prospectus and registration requirements of applicable Canadian securities legislation (including the BC Act) unless certain conditions are met, which conditions include, among others, a requirement that any certificate representing the Securities Shares (or ownership statement issued under a direct registration system or other book entry system) bear the restrictive legend (the “BC Legend”) specified in BCI 51-509; (b) the Subscriber is not a resident of British Columbia and undertakes not to trade or resell any of the Securities Shares in or from British Columbia unless the trade or resale is made in accordance with BCI 51-509. The Subscriber understands and agrees that the Company and others will rely upon the truth and accuracy of these representations and warranties made in this Section 10.3 and agrees that if such representations and warranties are no longer accurate or have been breached, the Subscriber shall immediately notify the Company; (c) by executing and delivering this Subscription Agreement and as a consequence of the representations and warranties made by the Subscriber in this Section 10.3, the Subscriber will have directed the Company not to include the BC Legend on any certificates representing the Securities Shares to be issued to the Subscriber. As a consequence, the Subscriber will not be able to rely on the resale provisions of BCI 51-509, and any subsequent trade in any of the Securities Shares in or from British Columbia will be a distribution subject to the prospectus and registration requirements of the BC Act; and (d) if the Subscriber wishes to trade or resell any of the Securities Shares in or from British Columbia, the Subscriber agrees and undertakes to return, prior to any such trade or resale, any certificate representing the Securities Shares to the Company’s transfer agent to have the BC Legend imprinted on such certificate or to instruct the Company’s transfer agent to include the BC Legend on any ownership statement issued under a direct registration system or other book entry system.

Resale Restrictions. 10.1 4.1 The Subscriber acknowledges that any resale of any of the Securities Shares will be subject to resale restrictions contained in the securities legislation applicable to the Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities Shares have been registered under the 1933 Act or the securities laws of any state of the United States. The Securities Shares may not be offered or sold in the United States unless registered in accordance with federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available. 10.2 4.2 The Subscriber acknowledges that the Securities Shares are subject to resale restrictions in Canada and may not be traded in Canada except as permitted by the applicable provincial securities laws and the rules made thereunder. 10.3 4.3 If the Subscriber is not a resident of British ColumbiaColumbia or any other jurisdiction of Canada, the Subscriber represents, warrants and acknowledges that: (a) pursuant to British Columbia Instrument 51-509 – Issuers Quoted in the U.S. Over–the-Counter Markets (“BCI 51-509”), as adopted by the BCSC, a subsequent trade in the Securities Shares in or from British Columbia or any other jurisdiction of Canada will be a distribution subject to the prospectus and registration requirements of applicable Applicable Canadian securities legislation (including the BC Act) Securities Laws unless certain conditions are met, which conditions include, among others, a requirement that any certificate representing the Securities Shares (or ownership statement issued under a direct registration system or other book entry system) bear the restrictive legend (the “BC Legend”) specified in BCI 51-509509 (the "BC LEGEND") or the restrictive legend specified in NI 45-102 (the "CSA LEGEND"); (b) the Subscriber is not a resident of British Columbia Canada and undertakes not to trade or resell any of the Securities Shares in or from British Columbia Canada unless the trade or resale is made in accordance with BCI 51-509509 or NI 45-102, as applicable. The Subscriber understands and agrees that the Company Issuer and others will rely upon the truth and accuracy of these representations and warranties made in this Section 10.3 4 and agrees that if such representations and warranties are no longer accurate or have been breached, the Subscriber shall immediately notify the CompanyIssuer; (c) by executing and delivering this Subscription Agreement and as a consequence of the representations and warranties made by the Subscriber in this Section 10.34, the Subscriber will have directed the Company Issuer not to include the BC Legend or the CSA Legend on any certificates representing the Securities Shares to be issued to the Subscriber. As a consequence, the Subscriber will not be able to rely on the resale provisions of BCI 51-509509 or NI 45-102, and any subsequent trade in any of the Securities Shares in or from British Columbia or any other jurisdiction of Canada will be a distribution subject to the prospectus and registration requirements of the BC ActApplicable Canadian Securities Laws; and (d) if the Subscriber wishes to trade or resell any of the Securities Shares in or from British ColumbiaColumbia or any other jurisdiction of Canada, the Subscriber agrees and undertakes to return, prior to any such trade or SUBSCRIPTION AGREEMENT (WITH RELATED APPENDICES, SCHEDULES AND FORMS) PAGE 13 OF 16 resale, any certificate representing the Securities Shares to the Company’s Issuer's transfer agent to have the BC Legend or the CSA Legend, as applicable, imprinted on such certificate or to instruct the Company’s Issuer's transfer agent to include the BC Legend or the CSA Legend, as applicable on any ownership statement issued under a direct registration system or other book entry system.

Resale Restrictions. 10.1 The Subscriber acknowledges that any resale of any of Special Warrants, Underlying Shares, Underlying Warrants and Warrant Shares (the Securities will be subject to resale restrictions contained in the securities legislation applicable to the Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities have been registered under the 1933 Act or the securities laws of any state of the United States. The Securities may not be offered or sold in the United States unless registered in accordance with federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available. 10.2 The Subscriber acknowledges that the Securities “Offered Securities”) are subject to resale restrictions prescribed by securities laws in Canada and may not be traded in Canada except as permitted by the United States (regardless of the domicile of the Purchaser). Canadian securities law prescribes a hold period which restricts the resale of the securities until the date that is four (4) months and a day after the applicable provincial Closing Date. In addition, all of the Offered Securities are subject to a six month hold period under United States securities laws and (regardless of the rules made thereunder. 10.3 If domicile of the Subscriber is Purchaser). The Offered Securities have not a resident been registered under the United States Securities Act of British Columbia, the Subscriber represents, warrants and acknowledges that: (a) pursuant to British Columbia Instrument 51-509 – Issuers Quoted in the U.S. Over–the-Counter Markets (“BCI 51-509”)1933, as adopted by the BCSC, a subsequent trade in the Securities in or from British Columbia will be a distribution subject to the prospectus and registration requirements of applicable Canadian securities legislation (including the BC Act) unless certain conditions are met, which conditions include, among others, a requirement that any certificate representing the Securities (or ownership statement issued under a direct registration system or other book entry system) bear the restrictive legend amended (the “BC LegendU.S. Securities Act”) specified and are accordingly subject to resale restrictions under the U.S. Securities Act. Certificates or book entries representing the securities will be endorsed with appropriate restrictive legends. The Company will undertake to file a registration statement under the U.S. Securities Act and to use its best efforts to cause such registration statement to become effective, in BCI 51order to permit the resale of the Offered Securities without restriction in the United States. There is no guarantee that the registration statement to be filed by the Company with respect to the Offered Securities will become effective. It is anticipated that the Special Warrants purchased hereunder will be deposited electronically with CDS Clearing and Depository Services Inc. (“CDS”) through the book-509; based system administered by CDS using the “non-certificated inventory” issue process on the applicable Closing Date. In such case, (bi) no Purchaser will be entitled to receive definitive certificates or other instruments from the Company or CDS representing their interest in the Special Warrants purchased hereunder and (ii) the Subscriber Purchaser will receive only a customer confirmation from the registered dealer who is not a resident of British Columbia CDS participant and undertakes not to trade from or resell any through whom the Special Warrants hereunder are purchased against payment of the Securities in or from British Columbia unless the trade or resale is made in accordance with BCI 51-509. The Subscriber understands and agrees that the Company and others will rely upon the truth and accuracy of these representations and warranties made in this Section 10.3 and agrees that if such representations and warranties are no longer accurate or have been breached, the Subscriber shall immediately notify the Company; (c) by executing and delivering this Agreement and as a consequence of the representations and warranties made by the Subscriber in this Section 10.3, the Subscriber will have directed the Company not to include the BC Legend on any certificates representing the Securities to be issued to the Subscriber. As a consequence, the Subscriber will not be able to rely on the resale provisions of BCI 51-509, and any subsequent trade in any of the Securities in or from British Columbia will be a distribution subject to the prospectus and registration requirements of the BC Act; and (d) if the Subscriber wishes to trade or resell any of the Securities in or from British Columbia, the Subscriber agrees and undertakes to return, prior to any such trade or resale, any certificate representing the Securities to the Company’s transfer agent to have the BC Legend imprinted on such certificate or to instruct the Company’s transfer agent to include the BC Legend on any ownership statement issued under a direct registration system or other book entry systemnet subscription proceeds.

Resale Restrictions. 10.1 11.1 The Subscriber acknowledges that any resale of any of the Securities will be subject to resale restrictions contained in the securities legislation applicable to the Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities Shares have not been registered under the 1933 Act or of the securities laws of any state of the United States. The Securities Shares may not be offered or sold in the United States unless registered in accordance with United States federal securities laws and all applicable state and provincial securities laws or exemptions from such registration requirements are available. 10.2 11.2 The Subscriber acknowledges that restrictions on the transfer, sale or other subsequent disposition of the Shares by the Subscriber may be imposed by securities laws in addition to any restrictions referred to in Section I 1.1 above, and, in particular, the Subscriber acknowledges and agrees that none of the Shares may be offered or sold to a U.S. Person or for the account or benefit of a U.S. Person (other than a distributor) prior to the end of the Distribution Compliance Period. 11.3 The Subscriber acknowledges that the Securities Shares are subject to resale restrictions in Canada Alberta and may not be traded in Canada Alberta except as permitted by the applicable provincial securities laws Securities Act (Alberta) (the "Alberta Act") and the rules made thereunder. 10.3 If the Subscriber is not a resident of British Columbia, the Subscriber represents, warrants and acknowledges that: (a) pursuant 11.4 Pursuant to British Columbia National Instrument 5145-509 – Issuers Quoted in the U.S. Over–the-Counter Markets (“BCI 51-509”)102, as adopted by the BCSCAlberta Securities Commission, a subsequent trade in the Securities in or from British Columbia Shares will be a distribution subject to the prospectus and registration requirements of applicable Canadian provincial securities legislation (including the BC Alberta Act) unless certain conditions are met, which conditions includeinclude a hold period (the "Canadian Hold Period") that shall have elapsed from the date on which the Shares were issued to the Subscriber and, among othersduring the currency of the Canadian Hold Period, a requirement that any certificate representing the Securities (or ownership statement issued under Shares are to be imprinted with a direct registration system or other book entry system) bear the restrictive legend (the “BC "Canadian Legend”) specified in BCI 51-509;"). (b) the Subscriber is not a resident of British Columbia and undertakes not to trade or resell any of the Securities in or from British Columbia unless the trade or resale is made in accordance with BCI 51-509. The Subscriber understands and agrees that the Company and others will rely upon the truth and accuracy of these representations and warranties made in this Section 10.3 and agrees that if such representations and warranties are no longer accurate or have been breached, the Subscriber shall immediately notify the Company; (c) by 11.5 By executing and delivering this Agreement and as a consequence of the representations and warranties made by the Subscriber in this Section 10.3Subscription, the Subscriber will have directed the Company not to include the BC Canadian Legend on any certificates representing the Securities Shares to be issued to the Subscriber. . 11.6 As a consequence, the Subscriber will not be able to rely on the resale provisions of BCI 51National Instrument 45-509102, and any subsequent trade in any of the Securities in Shares during or from British Columbia after the Canadian Hold Period will be a distribution subject to the prospectus and registration requirements of Canadian securities legislation, to the BC Act; and (d) if extent that the Subscriber wishes to trade or resell any of the Securities in or from British Columbia, the Subscriber agrees and undertakes to return, prior is at that time subject to any such trade or resale, any certificate representing the Securities to the Company’s transfer agent to have the BC Legend imprinted on such certificate or to instruct the Company’s transfer agent to include the BC Legend on any ownership statement issued under a direct registration system or other book entry systemprovincial securities legislation.

Resale Restrictions. 10.1 The Subscriber acknowledges that any resale of any of the Securities will be subject to resale restrictions contained in the securities legislation applicable to the Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities have been registered under the 1933 Act or the securities laws of any state of the United States. The Securities may not be offered or sold in the United States unless registered in accordance with federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available. 10.2 The Subscriber acknowledges that the Securities are subject to resale restrictions in Canada and may not be traded in Canada except as permitted by the applicable provincial securities laws and the rules made thereunder. 10.3 If the Subscriber is not a resident of British Columbia, the Subscriber represents, warrants and acknowledges that: (a) pursuant to British Columbia Instrument 51-509 – Issuers Quoted in the U.S. Over–the-Counter Markets (“BCI 51-509”), as adopted by the BCSC, a subsequent trade in the Securities in or from British Columbia will be a distribution subject to the prospectus and registration requirements of applicable Canadian securities legislation (including the BC Act) unless certain conditions are met, which conditions include, among others, a requirement that any certificate representing the Securities (or ownership statement issued under a direct registration system or other book entry system) bear the restrictive legend (the “BC Legend”) specified in BCI 51-509; (b) the Subscriber is not a resident of British Columbia and undertakes not to trade or resell any of the Securities in or from British Columbia unless the trade or resale is made in accordance with BCI 51-509. The Subscriber understands and agrees that the Company and others will rely upon the truth and accuracy of these representations and warranties made in this Section 10.3 and agrees that if such representations and warranties are no longer accurate or have been breached, the Subscriber shall immediately notify the Company; (c) by executing and delivering this Subscription Agreement and as a consequence of the representations and warranties made by the Subscriber in this Section 10.3, the Subscriber will have directed the Company not to include the BC Legend on any certificates representing the Securities to be issued to the Subscriber. As a consequence, the Subscriber will not be able to rely on the resale provisions of BCI 51-509, and any subsequent trade in any of the Securities in or from British Columbia will be a distribution subject to the prospectus and registration requirements of the BC Act; and (d) if the Subscriber wishes to trade or resell any of the Securities in or from British Columbia, the Subscriber agrees and undertakes to return, prior to any such trade or resale, any certificate representing the Securities to the Company’s transfer agent to have the BC Legend imprinted on such certificate or to instruct the Company’s transfer agent to include the BC Legend on any ownership statement issued under a direct registration system or other book entry system.

Resale Restrictions. 10.1 12.1 The Subscriber acknowledges that any resale of any of the Securities will be subject to resale restrictions contained in the securities legislation applicable to the Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities have been registered under the 1933 Act or the securities laws of any state of the United States. The Securities may not be offered or sold in the United States unless registered in accordance with federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available. 10.2 12.2 The Subscriber acknowledges that the Securities are subject to resale restrictions in Canada and may not be traded in Canada except as permitted by the applicable provincial securities laws and the rules made thereunder. 10.3 12.3 If the Subscriber is not a resident of British Columbia, the Subscriber represents, warrants and acknowledges that: (a) pursuant to British Columbia Instrument 51-509 – Issuers Quoted in the U.S. Over–the-Counter Markets (“BCI 51-509”), as adopted by the BCSC, a subsequent trade in the Securities in or from British Columbia will be a distribution subject to the prospectus and registration requirements of applicable Canadian securities legislation (including the BC Act) unless certain conditions are met, which conditions include, among others, a requirement that any certificate representing the Securities (or ownership statement issued under a direct registration system or other book entry system) bear the restrictive legend (the “BC Legend”) specified in BCI 51-509; (b) the Subscriber is not a resident of British Columbia and undertakes not to trade or resell any of the Securities in or from British Columbia unless the trade or resale is made in accordance with BCI 51-509. The Subscriber understands and agrees that the Company and others will rely upon the truth and accuracy of these representations and warranties made in this Section 10.3 12.3 and agrees that if such representations and warranties are no longer accurate or have been breached, the Subscriber shall immediately notify the Company; (c) by executing and delivering this Agreement and as a consequence of the representations and warranties made by the Subscriber in this Section 10.312.3, the Subscriber will have directed the Company not to include the BC Legend on any certificates representing the Securities to be issued to the Subscriber. As a consequence, the Subscriber will not be able to rely on the resale provisions of BCI 51-509, and any subsequent trade in any of the Securities in or from British Columbia will be a distribution subject to the prospectus and registration requirements of the BC Act; and (d) if the Subscriber wishes to trade or resell any of the Securities in or from British Columbia, the Subscriber agrees and undertakes to return, prior to any such trade or resale, any certificate representing the Securities to the Company’s transfer agent to have the BC Legend imprinted on such certificate or to instruct the Company’s transfer agent to include the BC Legend on any ownership statement issued under a direct registration system or other book entry system.

Resale Restrictions. 10.1 The Subscriber acknowledges that any Resale restrictions may apply. Any resale of the Optioned Shares received upon exercising any of the Securities Options will be subject to resale restrictions contained in the securities legislation applicable to the Subscriber or proposed transfereeOptionee. The Subscriber Optionee acknowledges and agrees that none of the Securities have been registered under Optionee is solely responsible (and the 1933 Act or the securities laws of Company is not in any state of the United States. The Securities may not be offered or sold in the United States unless registered in accordance way responsible) for compliance with federal securities laws and all applicable state securities laws or exemptions from such registration requirements are availableresale restrictions. 10.2 The Subscriber Optionee acknowledges that the Securities are subject in addition to resale restrictions imposed under U.S. securities laws, there are additional restrictions on the Optionee’s ability to resell the Optioned Shares in Canada and the Optioned Shares may not be traded in Canada except as permitted by the applicable provincial securities laws and the rules made thereunder. 10.3 If the Subscriber is not a resident of British Columbia, the Subscriber represents, warrants and acknowledges that: (a) pursuant Pursuant to British Columbia Instrument 51-509 – Issuers Quoted in the U.S. Over–the-Counter Markets (“BCI 51-509”), as adopted by the BCSC, a any resale or subsequent trade in of any of the Securities Optioned Shares in or from British Columbia will be a distribution subject to the prospectus and registration requirements of applicable Canadian securities legislation (including the BC British Columbia Securities Act) unless certain conditions are met, which conditions include, among others, a requirement that any certificate representing the Securities Optioned Shares (or ownership statement issued under a direct registration system or other book entry system) bear the restrictive legend (the “BC Legend”) specified in BCI 51-509;. (b) 10.4 The Optionee represents and warrants that the Subscriber Optionee is not a resident of British Columbia and undertakes not to trade or resell any of the Securities Optioned Shares in or from British Columbia unless the trade or resale is made in accordance with BCI 51-50951.509. The Subscriber Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of these representations and warranties made in this Section 10.3 10, and agrees that if such representations and warranties are no longer accurate or have been breached, the Subscriber Optionee shall immediately notify the Company;. (c) by 10.5 By executing and delivering this Agreement and as a consequence of the representations and warranties made by the Subscriber Optionee in this Section 10.310, the Subscriber Optionee will have directed the Company not to include the BC Legend on any certificates representing the Securities Optioned Shares to be issued to the SubscriberOptionee. As a consequence, the Subscriber Optionee will not be able to rely on the resale provisions of BCI 51-509, and any subsequent trade in any of the Securities Optioned Shares in or from British Columbia will be a distribution subject to the prospectus and registration requirements of the BC British Columbia Securities Act; and. (d) if 10.6 If the Subscriber Optionee wishes to trade or resell any of the Securities Optioned Shares in or from British Columbia, the Subscriber Optionee agrees and undertakes to return, prior to any such trade or resale, any certificate representing the Securities Optioned Shares to the Company’s transfer agent to have the BC Legend imprinted on such certificate or to instruct the Company’s transfer agent to include the BC Legend on any ownership statement issued under a direct registration system or other book entry system.

Resale Restrictions. 10.1 The Subscriber acknowledges that any resale of any of the Securities will be subject to resale restrictions contained in the securities legislation applicable to the Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities have been registered under the 1933 Act or the securities laws of any state of the United States. The Securities may not be offered or sold in the United States unless registered in accordance with federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available. 10.2 If the Subscriber is resident in Canada, then: (a) the Subscriber is acquiring the Securities pursuant to an exemption from the prospectus requirements of the applicable securities laws and regulations (collectively, the “Legislation”) in all jurisdictions relevant to the purchase, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under the Legislation, including statutory rights of rescission and damages, and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to the Legislation; (b) any transfer, resale or other subsequent disposition of the Securities may be subject to restrictions contained in the Legislation applicable to the holder of the Securities or to the proposed transferee, including, but not limited to, resale restrictions under the Legislation and the certificates representing the Securities may bear a restrictive legend; and (c) the Company is not a reporting issuer in any province or territory of Canada and, accordingly, any applicable hold periods under the Legislation may never expire, and the Securities may be subject to restrictions on resale for an indefinite period of time. 10.3 The Subscriber acknowledges that the Securities are subject to resale restrictions in Canada and may not be traded in Canada except as permitted by the applicable provincial securities laws and the rules made thereunder. 10.3 If the Subscriber is not a resident of British Columbia, the Subscriber represents, warrants and acknowledges that: (a) pursuant to British Columbia Instrument 51-509 – Issuers Quoted in the U.S. Over–the-Counter Markets (“BCI 51-509”), as adopted by the BCSC, a subsequent trade in the Securities in or from British Columbia will be a distribution subject to the prospectus and registration requirements of applicable Canadian securities legislation (including the BC Act) unless certain conditions are met, which conditions include, among others, a requirement that any certificate representing the Securities (or ownership statement issued under a direct registration system or other book entry system) bear the restrictive legend (the “BC Legend”) specified in BCI 51-509; (b) the Subscriber is not a resident of British Columbia and undertakes not to trade or resell any of the Securities in or from British Columbia unless the trade or resale is made in accordance with BCI 51-509. The Subscriber understands and agrees that the Company and others will rely upon the truth and accuracy of these representations and warranties made in this Section 10.3 and agrees that if such representations and warranties are no longer accurate or have been breached, the Subscriber shall immediately notify the Company; (c) by executing and delivering this Agreement and as a consequence of the representations and warranties made by the Subscriber in this Section 10.3, the Subscriber will have directed the Company not to include the BC Legend on any certificates representing the Securities to be issued to the Subscriber. As a consequence, the Subscriber will not be able to rely on the resale provisions of BCI 51-509, and any subsequent trade in any of the Securities in or from British Columbia will be a distribution subject to the prospectus and registration requirements of the BC Act; and (d) if the Subscriber wishes to trade or resell any of the Securities in or from British Columbia, the Subscriber agrees and undertakes to return, prior to any such trade or resale, any certificate representing the Securities to the Company’s transfer agent to have the BC Legend imprinted on such certificate or to instruct the Company’s transfer agent to include the BC Legend on any ownership statement issued under a direct registration system or other book entry system.

Resale Restrictions. 10.1 (a) The Subscriber acknowledges that any sale of Units by the Company is made subject to following resale conditions which are imposed by the Act and the Securities Rules thereunder ("Rules"): (i) a purchaser of Units will not be able to resell the Convertible Notes, the Shares or shares acquired upon exercise of Warrants (collectively the "Securities") until after the expiration of 4 months from the date this Agreement is executed by the undersigned and the Company and all the conditions set out in S6 have been met except for the condition set out in S6(a); and (ii) upon the expiration of such 4-month hold period: (A) the resale of any Securities must not be from the holdings of a control person, (B) no unusual effort must be made to prepare the market or to create a demand for and of the Securities, (C) no extraordinary commission or consideration is to be paid in respect of the resale of the Securities, (D) if the undersigned at the time of sale is an insider of the Company, other than a director or senior officer of the Company, the undersigned has filed all records required to be filed under Sections 87 and 90 of the Act, and (E) if the undersigned is a director or senior officer of the Company at the time of sale, the undersigned has filed all records required to be filed under Sections 87 and 90 of the Act and the Company has filed all records required to be filed under Part 12 of the Act and of the Rules; (b) The certificates representing the Securities will where required by law, be subject to resale restrictions contained in endorsed with the following legend: "The securities legislation applicable to the Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities have been registered under the 1933 Act or the securities laws of any state of the United States. The Securities may not be offered or sold in the United States unless registered in accordance with federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available. 10.2 The Subscriber acknowledges that the Securities represented by this Certificate are subject to resale restrictions in Canada a hold period and may not be traded in Canada British Columbia until [expiry of 4 month hold period] except as permitted by the applicable provincial Act and the Regulations thereunder." The foregoing is a summary only of certain aspects of resale restrictions which will apply to the Securities under British Columbia securities legislation and is not intended to be exhaustive and does not refer to resale restrictions which may arise by reason of securities laws and the rules made thereunder. 10.3 If the Subscriber is not a resident other than those of British Columbia, the Subscriber represents, warrants and acknowledges that: (a) pursuant to British Columbia Instrument 51-509 – Issuers Quoted in the U.S. Over–the-Counter Markets (“BCI 51-509”), as adopted by the BCSC, a subsequent trade in the Securities in or from British Columbia will be a distribution subject to the prospectus and registration requirements of applicable Canadian securities legislation (including the BC Act) unless certain conditions are met, which conditions include, among others, a requirement that any certificate representing the Securities (or ownership statement issued under a direct registration system or other book entry system) bear the restrictive legend (the “BC Legend”) specified in BCI 51-509; (b) the Subscriber is not a resident of British Columbia and undertakes not to trade or resell any of the Securities in or from British Columbia unless the trade or resale is made in accordance with BCI 51-509. The Subscriber understands and agrees that the Company and others will rely upon the truth and accuracy of these representations and warranties made in this Section 10.3 and agrees that if such representations and warranties are no longer accurate or have been breached, the Subscriber shall immediately notify the Company; (c) by executing and delivering this Agreement and as a consequence of the representations and warranties made by the Subscriber in this Section 10.3, the Subscriber will have directed the Company not to include the BC Legend on any certificates representing the Securities to be issued to the Subscriber. As a consequence, the Subscriber will not be able to rely on the resale provisions of BCI 51-509, and any subsequent trade in any of the Securities in or from British Columbia will be a distribution subject to the prospectus and registration requirements of the BC Act; and (d) if the Subscriber wishes to trade or resell any of the Securities in or from British Columbia, the Subscriber agrees and undertakes to return, prior to any such trade or resale, any certificate representing the Securities to the Company’s transfer agent to have the BC Legend imprinted on such certificate or to instruct the Company’s transfer agent to include the BC Legend on any ownership statement issued under a direct registration system or other book entry systemTHE PURCHASER WILL CONSULT HIS OWN PROFESSIONAL ADVISORS REGARDING RESALE RESTRICTIONS APPLICABLE TO THE SECURITIES.

Resale Restrictions. 10.1 7.1 The Subscriber Purchaser acknowledges that any resale of any of the Securities will be subject to restrictions on resale restrictions contained in the imposed by MI 45-102 and other applicable securities legislation until: (a) the applicable statutory hold period has expired, which in British Columbia will be four months from the issue date of the Shares and Warrants; or (b) a further statutory exemption under the BC Act or applicable securities legislation is available to the Subscriber or proposed transferee. The Subscriber acknowledges that none Purchaser and the prior consent of the Securities have been registered Exchange is obtained; or (c) an appropriate discretionary order is obtained under applicable securities legislation and the 1933 Act or the securities laws of any state prior consent of the United States. The Exchange is obtained; or (d) the Purchased Securities may not will be offered or sold subject to an indefinite hold period in the United States unless registered in accordance with federal securities laws and all applicable state securities laws the United States or exemptions an exemption from such registration requirements are available. 10.2 The Subscriber acknowledges that the Securities are subject to resale restrictions in Canada and may not be traded in Canada except as permitted by the applicable provincial securities laws and the rules made thereunder. 10.3 If the Subscriber is not a resident of British Columbia, the Subscriber represents, warrants and acknowledges that: (a) pursuant to British Columbia Instrument 51-509 – Issuers Quoted in the U.S. Over–the-Counter Markets (“BCI 51-509”), as adopted by the BCSC, a subsequent trade in the Securities in or from British Columbia will be a distribution subject to the prospectus and registration requirements of the 1933 Act is available; or (e) the Purchaser, if a control person, has satisfied all conditions relating to sales by control persons set out in MI 45-102. 7.2 The Purchaser agrees to consult its own legal advisors regarding the statutory resale restrictions applicable Canadian securities legislation (including the BC Act) unless certain conditions are met, which conditions include, among others, a requirement that any certificate representing to the Securities (or ownership statement issued under a direct registration system or other book entry system) bear before the restrictive legend (the “BC Legend”) specified in BCI 51-509; (b) the Subscriber is not a resident resale of British Columbia and undertakes not to trade or resell any of the Securities in or from British Columbia unless the trade or resale is made in accordance with BCI 51-509. Securities. 7.3 The Subscriber understands and agrees that the Company and others will rely upon the truth and accuracy of these representations and warranties made in this Section 10.3 and agrees that if such representations and warranties are no longer accurate or have been breached, the Subscriber shall immediately notify the Company; (c) by executing and delivering this Agreement and as a consequence of the representations and warranties made by the Subscriber in this Section 10.3, the Subscriber will have directed the Company not to include the BC Legend on any certificates representing the Securities will bear a legend denoting the resale restrictions imposed by MI 45-102, other applicable securities legislation and the Exchange. The Purchaser agrees to sell, assign, or transfer the Securities only in accordance with these legends and the requirements of MI 45-102, other applicable securities legislation and the Exchange. The Purchaser acknowledges that the certificates representing the Purchased Securities will bear the following legends: “Unless permitted under securities legislation, the holder of the securities shall not trade the securities before [date that is four months and a day after the Closing.]” “Without prior written approval of the Toronto Stock Exchange and compliance with all applicable securities legislation, the securities presented by this certificate may not be issued sold, transferred, hypothecated or otherwise traded on or through the facilities of the Toronto Stock Exchange or otherwise in Canada or to or for the benefit of a Canadian resident until [insert the date following the fourth month after the distribution].” “The securities represented hereby have not been registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or under any state securities laws. The holder hereof, by purchasing such securities, agrees for the benefit of the corporation that such securities may be offered, sold or otherwise transferred, assigned or pledged only pursuant to an effective registration statement under the U.S. Securities Act or pursuant to an exemption therefrom if the corporation has received an opinion of counsel satisfactory to the Subscriber. As a consequence, the Subscriber will corporation that such registration is not be able to rely on the resale provisions of BCI 51-509, and any subsequent trade in any of the Securities in or from British Columbia will be a distribution subject to the prospectus and registration requirements of the BC Act; and (d) if the Subscriber wishes to trade or resell any of the Securities in or from British Columbia, the Subscriber agrees and undertakes to return, prior to any such trade or resale, any certificate representing the Securities to the Company’s transfer agent to have the BC Legend imprinted on such certificate or to instruct the Company’s transfer agent to include the BC Legend on any ownership statement issued under a direct registration system or other book entry systemrequired.”

Resale Restrictions. 10.1 6.1 The Subscriber Optionee acknowledges that any resale of any of the Securities Optioned Shares will be subject to resale restrictions contained in the securities legislation applicable to the Subscriber Optionee or proposed transferee. The Subscriber acknowledges that none of the Securities have been registered under the 1933 Act or the securities laws of any state of the United States. The Securities may not be offered or sold in the United States unless registered in accordance with federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available. 10.2 6.2 The Subscriber Optionee acknowledges that the Securities Optioned Shares are subject to resale restrictions in Canada and may not be traded in Canada except as permitted by the applicable provincial securities laws and the rules made thereunder. 10.3 6.3 If the Subscriber Optionee is not a resident of British ColumbiaCanada, the Subscriber Optionee represents, warrants and acknowledges that: (a) pursuant to British Columbia Multilateral Instrument 51-509 – Issuers Quoted in the U.S. Over–the-Counter Markets 105 (“BCI MI 51-509105”), as adopted by the BCSC, a subsequent trade in the Securities Optioned Shares in or from British Columbia Canada will be a distribution subject to the prospectus and registration requirements of applicable Canadian securities legislation (including the BC B.C. Act) unless certain conditions are met, which conditions include, among others, a requirement that any certificate representing the Securities Optioned Shares (or ownership statement issued under a direct registration system or other book entry system) bear the restrictive legend (the “BC 51-105 Legend”) specified in BCI MI 51-509105; (b) the Subscriber Optionee is not a resident of British Columbia Canada and undertakes not to trade or resell any of the Securities Optioned Shares in or from British Columbia Canada unless the trade or resale is made in accordance with BCI MI 51-509105. The Subscriber Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of these representations and warranties made in this Section 10.3 6.3 and agrees that if such representations and warranties are no longer accurate or have been breached, the Subscriber Optionee shall immediately notify the Company; (c) by executing and delivering this Agreement and as a consequence of the representations and warranties made by the Subscriber Optionee in this Section 10.36.3, the Subscriber Optionee will have directed the Company not to include the BC 51-105 Legend on any certificates representing the Securities Optioned Shares to be issued to the SubscriberOptionee. As a consequence, the Subscriber Optionee will not be able to rely on the resale provisions of BCI MI 51-509105, and any subsequent trade in any of the Securities Optioned Shares in or from British Columbia Canada will be a distribution subject to the prospectus and registration requirements of the BC Actapplicable Canadian securities legislation; and (d) if the Subscriber Optionee wishes to trade or resell any of the Securities Optioned Shares in or from British ColumbiaCanada, the Subscriber Optionee agrees and undertakes to return, prior to any such trade or resale, any certificate representing the Securities Optioned Shares to the Company’s transfer agent to have the BC 51-105 Legend imprinted on such certificate or to instruct the Company’s transfer agent to include the BC 51-105 Legend on any ownership statement issued under a direct registration system or other book entry system.