Common use of Securities Legislation Clause in Contracts

Securities Legislation. Issuer is a "reporting issuer" in Ontario and ----------------------- is not in default under applicable securities legislation in such province. In particular, without limiting the foregoing, Issuer is in compliance with its obligations to make timely disclosure of all material changes relating to it and since the end of the Issuer's last completed fiscal year (other than in respect of material change reports filed on a confidential basis and thereafter made public or material change reports filed on a confidential basis and in respect of which the material change never came to fruition) no such disclosure has been made on a confidential basis and there is no material change relating to Issuer which has occurred and with respect to which the requisite material change statement has not been filed, except to the extent that this Agreement constitutes a material change. Issuer is not in default of any requirements of such securities legislation, and the issuance of the Shares and the Warrant to AOL will be made in compliance with all applicable Canadian securities legislation. Subject to the filing of a Form 27, Material Change Report and a press release following the execution hereof and the Closing, the issuance of the Shares and Warrant to AOL, and any subsequent exercise of rights under the Warrant, will not result in any contravention of any applicable Canadian securities legislation or the regulations thereunder (subject to filings required on Warrant exercise). The issuance of the Shares and the Warrant is exempt from the registration and prospectus requirements of securities legislation of the Province of Ontario and no prospectus will be required and no other document must be filed, proceeding taken or approval obtained in Ontario to permit the offering, issue, sale and delivery of the Shares and the Warrant to AOL or for the exercise of the Warrant other than the filing of those private placement reports, undertakings and questionnaires referred to above.

Securities Legislation. Issuer The Corporation is a "reporting issuer" in Ontario and ----------------------- is not in default under applicable securities legislation in such province. In particular, without limiting the foregoing, Issuer the Corporation is in compliance with its obligations to make timely disclosure of all material changes relating to it and since the end of the Issuer's last completed fiscal year date hereof (other than in respect of material change reports filed on a confidential basis and thereafter made public or material change reports filed on a confidential basis and in respect of which the material change never came to fruition) no such disclosure has been made on a confidential basis and there is no material change relating to Issuer the Corporation which has occurred and with respect to which the requisite material change statement has not been filed, except to the extent that this Agreement constitutes a material change. Issuer The Corporation is not in default of any requirements of such securities legislation, and the issuance of the Shares Special Warrant, the Warrant, the Common Share Warrant and the Warrant Underlying Securities to AOL the Purchaser will be made in compliance with all applicable Canadian securities legislation. Subject to the filing of (i) a Form 27, Material Change Report (ii) Form 20, Report of a Trade under clause 72(1)(d) and (iii) a press release following the execution hereof and Closing (together, the Closing"Required Filings"), the issuance of the Shares and Warrant to AOLSpecial Warrant, and any subsequent exercise of rights under the Warrant, the Common Share Warrant and Underlying Securities to the Purchaser will not result in any contravention of any applicable Canadian securities legislation or the regulations thereunder (subject to filings required on Warrant exercise). The issuance of the Shares Special Warrant and the Warrant is exempt from the registration and prospectus requirements of securities legislation of the Province of Ontario and no prospectus will be required and no other document must be filed, proceeding taken or approval obtained in Ontario to permit the offering, issue, sale and delivery of the Shares Special Warrant and the Warrant to AOL the Purchaser or for the exercise of the Warrant other than the filing of those private placement reports, undertakings and questionnaires referred to aboveRequired Filings.

Securities Legislation. Issuer is a "reporting issuer" in Ontario and ----------------------- is not in default under applicable securities legislation in such province. In particular, without limiting the foregoing, Issuer is in compliance with its obligations to make timely disclosure of all material changes relating to it and since the end of the Issuer's last completed fiscal year date hereof (other than in respect of material change reports filed on a confidential basis and thereafter made public or material change reports filed on a confidential basis and in respect of which the material change never came to fruition) no such disclosure has been made on a confidential basis and there is no material change relating to Issuer which has occurred and with respect to which the requisite material change statement has not been filed, except to the extent that this Agreement constitutes a material change. Issuer is not in default of any requirements of such securities legislation, and the issuance of the Shares and the Warrant to AOL Subscriber will be made in compliance with all applicable Canadian securities legislation. Subject to the filing of a Form 27, Material Change Report, Form 20, Report of a Trade under clause 72(1)(d) and a press release following the execution hereof and the Closing, the issuance of the Shares and Warrant to AOLSubscriber, and any subsequent exercise of rights under the Warrant, will not result in any contravention of any applicable Canadian securities legislation or the regulations thereunder (subject to filings required on Warrant exercise). The issuance of the Shares and the Warrant is exempt from the registration and prospectus requirements of securities legislation of the Province of Ontario and no prospectus will be required and no other document must be filed, proceeding taken or approval obtained in Ontario to permit the offering, issue, sale and delivery of the Shares and the Warrant to AOL Subscriber or for the exercise of the Warrant other than the filing of those private placement reports, undertakings and questionnaires referred to above. The Issuer's Shares are not listed or quoted for trading on any stock exchange or other public market other than the Canadian Dealing Network.