Common use of Subscriber’s Acknowledgements Clause in Contracts

Subscriber’s Acknowledgements. The Subscriber acknowledges and agrees (on its own behalf and, if applicable, on behalf of each beneficial purchaser for whom the Subscriber is contracting hereunder) with the Corporation, the Selling Shareholders and the Agents (which acknowledgements and agreements shall survive the Closing and the Second Closing) that as of the date the Subscriber first executed this Subscription, as of the First Closing Date and as of the Second Closing Date: (a) no agency, governmental authority, regulatory body, stock exchange or other entity has made any finding or determination as to the merit for investment of, nor have any such agencies or governmental authorities, regulatory bodies, stock exchanges or other entities made any recommendation or endorsement with respect to, any of the Securities or the Offering; (b) the Corporation is not a “reporting issuer” or the equivalent in any jurisdiction; (c) the issuance, sale and delivery of the Units and the sale and delivery of the Additional Notes is conditional upon such issuance and sale being exempt from the prospectus filing or registration requirements and the requirement to deliver an offering memorandum in connection with the distribution of the Units and of the Additional Notes under the Securities Laws or upon the issuance of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or registration statement; (d) each of the Securities is subject to an indefinite hold period and to resale restrictions under the Securities Laws unless such Securities are sold with the benefit of a prospectus and by a registered dealer or unless further exemption from the prospectus or registration requirements of the applicable Securities Laws is available, and each of the Securities is otherwise subject to all of the terms, conditions and provisions of the Agency Agreement, the articles of the Corporation and this Subscription Agreement and the Subscriber (and, if applicable, others for whom it is contracting hereunder) will comply with all relevant Securities Laws concerning any resale of any of the Securities and will consult with its legal advisors with respect to complying with all restrictions applying to such resale. The Subscriber acknowledges and further agrees that until the Corporation becomes a reporting issuer in the Selling Jurisdiction in which the Subscriber resides each of the Securities may be required to be held indefinitely unless the Securities are sold with the benefit of a prospectus and by a registered dealer, or unless further exemption from the prospectus or registration requirements of the applicable Securities Laws is available. It is the responsibility of the Subscriber to determine the applicable resale restrictions of the Securities at the relevant time; (e) none of the Securities have been or will be registered under the United States Securities Act of 1933 (the “1933 Act”) or the securities laws of any state and may not be offered or sold, directly or indirectly, in the United States to, or for the account or benefit of, a U.S. person (as defined in-Rule 902 of Regulation S promulgated under the 1933 Act (“Regulation S”), which definition includes, but is not limited to, an individual resident in the United States and an estate or trust of which any executor or administrator or trustee, respectively, is a U.S. Person and any partnership or company organized or incorporated under the laws of the United States) (a “U.S. Person”) unless registered under the 1933 Act and the securities laws of all applicable states or unless an exemption from such registration requirements is available, and the Corporation and the Selling Shareholders have no obligation or present intention of filing a registration statement under the 1933 Act in respect of any of the Securities; (f) the Subscriber (and, if applicable, others for whom it is contracting hereunder) may not offer, sell or transfer any of the Securities within the United States or to, or for the account or benefit of, a U.S. Person, unless the Securities being so offered, sold or transferred are registered under the 1933 Act and the securities laws of all applicable states or an exemption from such registration requirement is available; (g) the purchase of the Units and the Additional Notes has not been and will not be made through or as a result of any general solicitation or general advertising or any seminar or meeting whose attendees have been invited by general solicitation or general advertising and the distribution of the Units and the Additional Notes has not been and will not be accompanied by any advertisement, including, without limitation, in printed public media, radio, television or telecommunications, including electronic display or as part of a general solicitation or general advertising; (h) no prospectus or offering memorandum within the meaning of the Securities Laws or other similar document has been delivered to or summarized for or seen by the Subscriber (and, if applicable, others for whom it is contracting hereunder) in connection with the Offering and the Subscriber (and, if applicable, others for whom it is contracting hereunder) is not aware of any prospectus, offering memorandum or other similar document having been prepared by or on behalf of the Corporation or the Selling Shareholders; (i) in purchasing the Units, the Subscriber (and, if applicable, others for whom it is contracting hereunder) has relied solely upon this Subscription Agreement and the Agency Agreement and not upon any verbal or written representation as to any fact or otherwise made by or on behalf of the Corporation, the Selling Shareholders or the Agents or any employee, agent or affiliate thereof or any other person associated therewith. The Agents assume no responsibility or liability of any nature whatsoever for the accuracy or adequacy of the information upon which the Subscriber’s investment decision has been made or as to whether all information concerning the Corporation required to be disclosed by the Corporation or the Selling Shareholders has been disclosed. The Subscriber, on its own behalf and on behalf of others for whom the Subscriber is contracting hereunder, has acknowledged that the decision to purchase the Units and the Additional Notes was made on the basis of the information contained in this Subscription Agreement and the Agency Agreement; (j) the Units and the Additional Notes are being offered for sale on a “private placement” basis and, in connection therewith, the Corporation, the Selling Shareholders and the Agents will enter into the Agency Agreement pursuant to which the Agents will receive from the Corporation and the Selling Shareholders the commission and warrants described in Section 13 of this Subscription Agreement; (i) the Subscriber (or, if applicable, others for whom it is contracting hereunder) is solely responsible for obtaining such tax and legal advice as it considers appropriate in connection with the execution, delivery and performance by it of this Subscription Agreement and the transactions contemplated hereunder (including the resale and transfer restrictions referred to in the Section below entitled “Representations, Warranties and Covenants”); and (ii) the Agents’ counsel is acting as counsel to the Agents and not as counsel to the Subscriber; (1) in accepting this Subscription Agreement, each of the Corporation, the Selling Shareholders and the Agents is relying upon the representations and warranties and acknowledgements of the Subscriber set out herein including, without limitation, in connection with determining the eligibility of the Subscriber or (if applicable) the eligibility of others on whose behalf the Subscriber is contracting hereunder to purchase Units and Additional Notes under the Securities Laws. The Subscriber hereby agrees to notify the Corporation and the Agents immediately of any change in any representation, warranty, covenant or other information relating to the Subscriber or the beneficial purchaser contained in this Subscription Agreement which takes place prior to the Closing or the Second Closing; (m) the certificates evidencing each of the Securities will bear a legend regarding restrictions on transfer as required pursuant to applicable Securities Laws, including federal and state securities laws of the United States as set out in Schedule “D” hereto, as applicable; (n) no person has made to the Subscriber any written or oral representations: (i) that any person will resell or repurchase the Units, the Additional Notes or any of the other Securities; (ii) that any person will refund the purchase price of the Units or the Additional Notes; (iii) as to the future price or value of any of the Units, the Additional Notes or any of the other Securities; or (iv) that any of the Units, the Additional Notes or any of the other Securities will be listed and posted for trading on any stock exchange or that application has been made therefore; and (o) any of the Agents, the Selling Shareholders and the Corporation may be required to provide the Securities Regulators with a list setting forth the identities of the beneficial purchasers of the Units and the Additional Notes. Notwithstanding that the Subscriber may be purchasing Units and the Additional Notes as agent on behalf of an undisclosed principal, the Subscriber agrees to provide, on request, particulars as to the identity of such undisclosed principal as may be required by any of the Agents, the Selling Shareholders or the Corporation in order to comply with the foregoing.

Subscriber’s Acknowledgements. Exemptions 4.1 The Subscriber acknowledges and agrees that: (on a) the Securities have not been registered under the United States Securities Act of 1933 (the "1933 Act"), or under any state securities laws, and cannot be offered or resold in the United States without registration under the 1933 Act and the securities laws of all applicable states of the United States unless an exemption from registration is available or registration is not required pursuant to Regulation S under the 1933 Act and the Company has no obligation or present intention of filing a registration statement under the 1933 Act in respect of the Securities; (b) its own behalf and, if applicable, decision to execute this Subscription and purchase the Securities agreed to be purchased hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of each beneficial purchaser the Company, and that its decision is based entirely upon its review of information which has been filed by the Company with the British Columbia Securities Commissions, or intended compliance, with applicable securities legislation and the Company's website (collectively the "Public Record") including the Company's audited financial statements for the year ended July 31, 2001 and the unaudited financial statements for the six months ended January 31, 2002 (collectively the "Financial Statements"); (c) no prospectus has been filed by the Company with any securities commission or similar authority, in connection with the issuance of the Securities, and the issuance and the sale of the Units is subject to such sale being exempt from the prospectus requirements of the Securities Act (British Columbia) (the "B.C. Act"), and accordingly: (i) the Subscriber is restricted from using certain of the civil remedies available under such legislation; (ii) the Subscriber may not receive information that might otherwise be required to be provided to it under such legislation; and (iii) the Company is relieved from certain obligations that would otherwise apply under such legislation; (d) the Subscriber (or others for whom the Subscriber is contracting hereunder) has been advised to consult its own legal advisors with respect to the merits and risks of an investment in the Securities and with respect to applicable resale restrictions and it (or others for whom it is contracting hereunder) is solely responsible (and the Company is in no way responsible) for compliance with applicable resale restrictions; (e) to the knowledge of the Subscriber, the sale of the Securities was not accompanied by any advertisement; (f) the offer made by this Subscription is irrevocable (subject to the right of the Company to terminate this Subscription) and requires acceptance by the Company; (g) this Subscription is not enforceable by the Subscriber unless it has been accepted by the Company and the Subscriber waives any requirement on the Company's behalf to communicate its acceptance for this Subscription to the Subscriber; (h) the Securities are speculative investments which involve a substantial degree of risk; (i) the Subscriber has had access to and has received all such information concerning the Company that the Subscriber has considered necessary in connection with the Corporation, Subscriber's investment decision; (j) if the Selling Shareholders and Subscriber is purchasing less than Cdn. $97,000 of Units it is an Accredited Investor as defined on the Agents accompanying form (which acknowledgements and agreements shall survive k) the Closing and subscription proceeds will be available to the Second Closing) that as Company on closing in whole or in part of the date Offering and will not be returned to the Subscriber first executed this Subscription, as of the First Closing Date and as of the Second Closing Date:Subscriber; (al) no agency, governmental authority, regulatory body, stock exchange or other entity has made any finding or determination as to the merit for investment of, nor have any such agencies or governmental authorities, regulatory bodies, stock exchanges or other entities authorities made any recommendation or endorsement with respect to, any of the Securities or the Offering; (b) the Corporation is not a “reporting issuer” or the equivalent in any jurisdiction; (c) the issuance, sale and delivery of the Units and the sale and delivery of the Additional Notes is conditional upon such issuance and sale being exempt from the prospectus filing or registration requirements and the requirement to deliver an offering memorandum in connection with the distribution of the Units and of the Additional Notes under the Securities Laws or upon the issuance of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or registration statement; (d) each of the Securities is subject to an indefinite hold period and to resale restrictions under the Securities Laws unless such Securities are sold with the benefit of a prospectus and by a registered dealer or unless further exemption from the prospectus or registration requirements of the applicable Securities Laws is available, and each of the Securities is otherwise subject to all of the terms, conditions and provisions of the Agency Agreement, the articles of the Corporation and this Subscription Agreement and the Subscriber (and, if applicable, others for whom it is contracting hereunder) will comply with all relevant Securities Laws concerning any resale of any of the Securities and will consult with its legal advisors with respect to complying with all restrictions applying to such resale. The Subscriber acknowledges and further agrees that until the Corporation becomes a reporting issuer in the Selling Jurisdiction in which the Subscriber resides each of the Securities may be required to be held indefinitely unless the Securities are sold with the benefit of a prospectus and by a registered dealer, or unless further exemption from the prospectus or registration requirements of the applicable Securities Laws is available. It is the responsibility of the Subscriber to determine the applicable resale restrictions of the Securities at the relevant time; (e) none of the Securities have been or will be registered under the United States Securities Act of 1933 (the “1933 Act”) or the securities laws of any state and may not be offered or sold, directly or indirectly, in the United States to, or for the account or benefit of, a U.S. person (as defined in-Rule 902 of Regulation S promulgated under the 1933 Act (“Regulation S”), which definition includes, but is not limited to, an individual resident in the United States and an estate or trust of which any executor or administrator or trustee, respectively, is a U.S. Person and any partnership or company organized or incorporated under the laws of the United States) (a “U.S. Person”) unless registered under the 1933 Act and the securities laws of all applicable states or unless an exemption from such registration requirements is available, and the Corporation and the Selling Shareholders have no obligation or present intention of filing a registration statement under the 1933 Act in respect of any of the Securities; (f) the Subscriber (; and, if applicable, others for whom it is contracting hereunder) may not offer, sell or transfer any of the Securities within the United States or to, or for the account or benefit of, a U.S. Person, unless the Securities being so offered, sold or transferred are registered under the 1933 Act and the securities laws of all applicable states or an exemption from such registration requirement is available; (g) the purchase of the Units and the Additional Notes has not been and will not be made through or as a result of any general solicitation or general advertising or any seminar or meeting whose attendees have been invited by general solicitation or general advertising and the distribution of the Units and the Additional Notes has not been and will not be accompanied by any advertisement, including, without limitation, in printed public media, radio, television or telecommunications, including electronic display or as part of a general solicitation or general advertising; (h) no prospectus or offering memorandum within the meaning of the Securities Laws or other similar document has been delivered to or summarized for or seen by the Subscriber (and, if applicable, others for whom it is contracting hereunder) in connection with the Offering and the Subscriber (and, if applicable, others for whom it is contracting hereunder) is not aware of any prospectus, offering memorandum or other similar document having been prepared by or on behalf of the Corporation or the Selling Shareholders; (i) in purchasing the Units, the Subscriber (and, if applicable, others for whom it is contracting hereunder) has relied solely upon this Subscription Agreement and the Agency Agreement and not upon any verbal or written representation as to any fact or otherwise made by or on behalf of the Corporation, the Selling Shareholders or the Agents or any employee, agent or affiliate thereof or any other person associated therewith. The Agents assume no responsibility or liability of any nature whatsoever for the accuracy or adequacy of the information upon which the Subscriber’s investment decision has been made or as to whether all information concerning the Corporation required to be disclosed by the Corporation or the Selling Shareholders has been disclosed. The Subscriber, on its own behalf and on behalf of others for whom the Subscriber is contracting hereunder, has acknowledged that the decision to purchase the Units and the Additional Notes was made on the basis of the information contained in this Subscription Agreement and the Agency Agreement; (j) the Units and the Additional Notes are being offered for sale on a “private placement” basis and, in connection therewith, the Corporation, the Selling Shareholders and the Agents will enter into the Agency Agreement pursuant to which the Agents will receive from the Corporation and the Selling Shareholders the commission and warrants described in Section 13 of this Subscription Agreement; (i) the Subscriber (or, if applicable, others for whom it is contracting hereunder) is solely responsible for obtaining such tax and legal advice as it considers appropriate in connection with the execution, delivery and performance by it of this Subscription Agreement and the transactions contemplated hereunder (including the resale and transfer restrictions referred to in the Section below entitled “Representations, Warranties and Covenants”); and (ii) the Agents’ counsel is acting as counsel to the Agents and not as counsel to the Subscriber; (1) in accepting this Subscription Agreement, each of the Corporation, the Selling Shareholders and the Agents is relying upon the representations and warranties and acknowledgements of the Subscriber set out herein including, without limitation, in connection with determining the eligibility of the Subscriber or (if applicable) the eligibility of others on whose behalf the Subscriber is contracting hereunder to purchase Units and Additional Notes under the Securities Laws. The Subscriber hereby agrees to notify the Corporation and the Agents immediately of any change in any representation, warranty, covenant or other information relating to the Subscriber or the beneficial purchaser contained in this Subscription Agreement which takes place prior to the Closing or the Second Closing; (m) the certificates evidencing each Company will rely on the representations and warranties made herein or otherwise provided by the Subscriber to the Company in completing the sale and issue of the Securities will bear a legend regarding restrictions on transfer as required pursuant to applicable Securities Laws, including federal and state securities laws of the United States as set out in Schedule “D” hereto, as applicable; (n) no person has made Shares to the Subscriber any written or oral representations: (i) that any person will resell or repurchase the Units, the Additional Notes or any of the other Securities; (ii) that any person will refund the purchase price of the Units or the Additional Notes; (iii) as to the future price or value of any of the Units, the Additional Notes or any of the other Securities; or (iv) that any of the Units, the Additional Notes or any of the other Securities will be listed and posted for trading on any stock exchange or that application has been made therefore; and (o) any of the Agents, the Selling Shareholders and the Corporation may be required to provide the Securities Regulators with a list setting forth the identities of the beneficial purchasers of the Units and the Additional Notes. Notwithstanding that the Subscriber may be purchasing Units and the Additional Notes as agent on behalf of an undisclosed principal, the Subscriber agrees to provide, on request, particulars as to the identity of such undisclosed principal as may be required by any of the Agents, the Selling Shareholders or the Corporation in order to comply with the foregoingSubscriber.

Subscriber’s Acknowledgements. Regarding Risk, Restrictions, Independent Advice and Advancement of Subscription Proceeds to the Issuer 6.1 The Subscriber represents and warrants and acknowledges and agrees with (on its own behalf and, if applicable, on behalf of each beneficial purchaser for whom the Subscriber is contracting hereunder) with the Corporation, the Selling Shareholders and the Agents (which acknowledgements and agreements shall survive the Closing and the Second Closing) Issuer that as of the date the Subscriber first executed of this Subscription, as of the First Subscription Agreement and at Closing Date and as of the Second Closing Datehereunder: (a) its decision to execute this Subscription Agreement and purchase the Units agreed to be purchased hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Issuer, and that its decision is based entirely upon its review of information about the Issuer in the Public Record; (b) no prospectus has been filed by the Issuer with any securities commission or similar authority, in connection with the issuance of the Shares and Warrants, and the issuance and the sale of the Shares and Warrants is subject to such sale being exempt from the prospectus/registration requirements under Applicable Securities Laws and accordingly: (i) the Subscriber is restricted from using certain of the civil remedies available under such legislation; (ii) the Subscriber may not receive information that might otherwise be required to be provided to it under such legislation; and (iii) the Issuer is relieved from certain obligations that would otherwise apply under such legislation; (c) the Subscriber (or others for whom the Subscriber is contracting hereunder) has been advised to consult its own legal advisors with respect to the merits and risks of an investment in the Units and with respect to applicable resale restrictions and it (or others for whom it is contracting hereunder) is solely responsible (and the Issuer is in no way responsible) for compliance with applicable resale restrictions; (d) to the knowledge of the Subscriber, the sale of the Units was not accompanied by any advertisement; (e) the offer made by this Subscription Agreement is irrevocable (subject to the right of the Issuer to terminate this Subscription Agreement) and requires acceptance by the Issuer; (f) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Issuer and the Subscriber waives any requirement on the Issuer’s behalf to communicate immediately its acceptance of this Subscription Agreement to the Subscriber; (g) the Units are speculative investments which involve a substantial degree of risk and the Subscriber may lose its entire investment in the Units; (h) the Subscriber is sophisticated in financial investments, has had access to and has received all such information concerning the Issuer that the Subscriber has considered necessary in connection with the Subscriber’s investment decision and the Subscriber will not receive an offering memorandum or similar disclosure document; (i) the subscription proceeds will be available to the Issuer on Closing and this subscription is not conditional on any other subscription completing; (j) no agency, governmental authority, regulatory body, stock exchange or other entity has made any finding or determination as to the merit for investment of, nor have any such agencies or governmental authorities, regulatory bodies, stock exchanges or other entities authorities made any recommendation or endorsement with respect to, any of the Securities or the OfferingUnits; (b) the Corporation is not a “reporting issuer” or the equivalent in any jurisdiction; (c) the issuance, sale and delivery of the Units and the sale and delivery of the Additional Notes is conditional upon such issuance and sale being exempt from the prospectus filing or registration requirements and the requirement to deliver an offering memorandum in connection with the distribution of the Units and of the Additional Notes under the Securities Laws or upon the issuance of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or registration statement; (d) each of the Securities is subject to an indefinite hold period and to resale restrictions under the Securities Laws unless such Securities are sold with the benefit of a prospectus and by a registered dealer or unless further exemption from the prospectus or registration requirements of the applicable Securities Laws is available, and each of the Securities is otherwise subject to all of the terms, conditions and provisions of the Agency Agreement, the articles of the Corporation and this Subscription Agreement and the Subscriber (and, if applicable, others for whom it is contracting hereunder) will comply with all relevant Securities Laws concerning any resale of any of the Securities and will consult with its legal advisors with respect to complying with all restrictions applying to such resale. The Subscriber acknowledges and further agrees that until the Corporation becomes a reporting issuer in the Selling Jurisdiction in which the Subscriber resides each of the Securities may be required to be held indefinitely unless the Securities are sold with the benefit of a prospectus and by a registered dealer, or unless further exemption from the prospectus or registration requirements of the applicable Securities Laws is available. It is the responsibility of the Subscriber to determine the applicable resale restrictions of the Securities at the relevant time; (e) none of the Securities have been or will be registered under the United States Securities Act of 1933 (the “1933 Act”) or the securities laws of any state and may not be offered or sold, directly or indirectly, in the United States to, or for the account or benefit of, a U.S. person (as defined in-Rule 902 of Regulation S promulgated under the 1933 Act (“Regulation S”), which definition includes, but is not limited to, an individual resident in the United States and an estate or trust of which any executor or administrator or trustee, respectively, is a U.S. Person and any partnership or company organized or incorporated under the laws of the United States) (a “U.S. Person”) unless registered under the 1933 Act and the securities laws of all applicable states or unless an exemption from such registration requirements is available, and the Corporation and the Selling Shareholders have no obligation or present intention of filing a registration statement under the 1933 Act in respect of any of the Securities; (fk) the Subscriber (acknowledges that the Issuer may complete additional financings in the future which may have a dilutive effect on existing shareholders at such time, including the Subscriber; and, if applicable, others for whom it is contracting hereunder) may not offer, sell or transfer any of the Securities within the United States or to, or for the account or benefit of, a U.S. Person, unless the Securities being so offered, sold or transferred are registered under the 1933 Act and the securities laws of all applicable states or an exemption from such registration requirement is available; (gl) the purchase of the Units and the Additional Notes has not been and Issuer will not be made through or as a result of any general solicitation or general advertising or any seminar or meeting whose attendees have been invited by general solicitation or general advertising and the distribution of the Units and the Additional Notes has not been and will not be accompanied by any advertisement, including, without limitation, in printed public media, radio, television or telecommunications, including electronic display or as part of a general solicitation or general advertising; (h) no prospectus or offering memorandum within the meaning of the Securities Laws or other similar document has been delivered to or summarized for or seen by the Subscriber (and, if applicable, others for whom it is contracting hereunder) in connection with the Offering and the Subscriber (and, if applicable, others for whom it is contracting hereunder) is not aware of any prospectus, offering memorandum or other similar document having been prepared by or rely on behalf of the Corporation or the Selling Shareholders; (i) in purchasing the Units, the Subscriber (and, if applicable, others for whom it is contracting hereunder) has relied solely upon this Subscription Agreement and the Agency Agreement and not upon any verbal or written representation as to any fact or otherwise made by or on behalf of the Corporation, the Selling Shareholders or the Agents or any employee, agent or affiliate thereof or any other person associated therewith. The Agents assume no responsibility or liability of any nature whatsoever for the accuracy or adequacy of the information upon which the Subscriber’s investment decision has been made or as to whether all information concerning the Corporation required to be disclosed by the Corporation or the Selling Shareholders has been disclosed. The Subscriber, on its own behalf and on behalf of others for whom the Subscriber is contracting hereunder, has acknowledged that the decision to purchase the Units and the Additional Notes was made on the basis of the information contained in this Subscription Agreement and the Agency Agreement; (j) the Units and the Additional Notes are being offered for sale on a “private placement” basis and, in connection therewith, the Corporation, the Selling Shareholders and the Agents will enter into the Agency Agreement pursuant to which the Agents will receive from the Corporation and the Selling Shareholders the commission and warrants described in Section 13 of this Subscription Agreement; (i) the Subscriber (or, if applicable, others for whom it is contracting hereunder) is solely responsible for obtaining such tax and legal advice as it considers appropriate in connection with the execution, delivery and performance by it of this Subscription Agreement and the transactions contemplated hereunder (including the resale and transfer restrictions referred to in the Section below entitled “Representations, Warranties and Covenants”); and (ii) the Agents’ counsel is acting as counsel to the Agents and not as counsel to the Subscriber; (1) in accepting this Subscription Agreement, each of the Corporation, the Selling Shareholders and the Agents is relying upon the representations and warranties and acknowledgements of made herein or otherwise provided by the Subscriber set out herein including, without limitation, in connection with determining the eligibility of the Subscriber or (if applicable) the eligibility of others on whose behalf the Subscriber is contracting hereunder to purchase Units and Additional Notes under the Securities Laws. The Subscriber hereby agrees to notify the Corporation and the Agents immediately of any change in any representation, warranty, covenant or other information relating to the Subscriber or Issuer in completing the beneficial purchaser contained in this Subscription Agreement which takes place prior to the Closing or the Second Closing; (m) the certificates evidencing each of the Securities will bear a legend regarding restrictions on transfer as required pursuant to applicable Securities Laws, including federal sale and state securities laws of the United States as set out in Schedule “D” hereto, as applicable; (n) no person has made to the Subscriber any written or oral representations: (i) that any person will resell or repurchase the Units, the Additional Notes or any of the other Securities; (ii) that any person will refund the purchase price issue of the Units or the Additional Notes; (iii) as to the future price or value of any of the Units, the Additional Notes or any of the other Securities; or (iv) that any of the Units, the Additional Notes or any of the other Securities will be listed and posted for trading on any stock exchange or that application has been made therefore; and (o) any of the Agents, the Selling Shareholders and the Corporation may be required to provide the Securities Regulators with a list setting forth the identities of the beneficial purchasers of the Units and the Additional Notes. Notwithstanding that the Subscriber may be purchasing Units and the Additional Notes as agent on behalf of an undisclosed principal, the Subscriber agrees to provide, on request, particulars as to the identity of such undisclosed principal as may be required by any of the Agents, the Selling Shareholders or the Corporation in order to comply with the foregoingSubscriber.

Subscriber’s Acknowledgements. Regarding Risk, Restrictions, Independent Advice and Advancement of Subscription Proceeds to the Issuer 6.1 The Subscriber represents and warrants and acknowledges and agrees with (on its own behalf and, if applicable, on behalf of each beneficial purchaser for whom the Subscriber is contracting hereunder) with the Corporation, Issuer and its counsel (and acknowledges that the Selling Shareholders Issuer and the Agents (which acknowledgements and agreements shall survive the Closing and the Second Closingits counsel are relying thereon) that as of the date the Subscriber first executed this Subscription, as of the First Closing Date and as of the Second Closing Datethat: (a) the Subscriber has relied solely upon this Subscription Agreement and, other than as stated herein, not upon any verbal or written representation as to fact or otherwise made by or on behalf of the Issuer or its counsel, such publicly available information having been delivered to the Subscriber without independent investigation or verification by the Issuer or its counsel; (b) no prospectus has been filed by the Issuer with any securities commission or similar authority, in connection with the issuance of the Common Shares, and the issuance and the sale of the Common Shares are subject to such sale being exempt from the prospectus requirement under Applicable Securities Laws and accordingly: (i) the Subscriber is restricted from using certain of the civil remedies available under such legislation; (ii) the Subscriber may not receive information that might otherwise be required to be provided to it under such legislation; (iii) the Subscriber understands that the Common Shares purchased by the Subscriber are subject to resale restrictions and it may be difficult or impossible to ever sell the Comomn Shares; (iv) the Issuer is relieved from certain obligations that would otherwise apply under such legislation; (c) the Subscriber (or others for whom the Subscriber is contracting hereunder) has been advised to consult its own legal advisors with respect to the merits and risks of an investment in the Common Shares and with respect to applicable resale restrictions and it (or others for whom it is contracting hereunder) is solely responsible (and the Issuer is in no way responsible) for compliance with applicable resale restrictions; (d) without limitation, no representation, guarantee or warranty has been made or given to the Subscriber by the Issuer or its respective officers, agents or employees or any other person, expressly or by implication, as to: (i) the approximate or exact length of time that the Subscriber will be required to remain as an investor in the Issuer; (ii) the financial viability of the business of the Issuer; or (iii) the future profitability of the business of the Issuer; (e) the offer made by this Subscription Agreement is irrevocable (subject to the right of the Issuer to terminate this Subscription Agreement) and requires acceptance by the Issuer; (f) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Issuer and the Subscriber waives any requirement on the Issuer’s behalf to communicate immediately its acceptance of this Subscription Agreement to the Subscriber; (g) the Common Shares are highly speculative investments which involve a substantial degree of risk and the Subscriber may lose its entire investment in the Common Shares; (h) the Subscriber is sophisticated in financial investments, has had access to and has received all such information concerning the Issuer that the Subscriber has considered necessary in connection with the Subscriber’s investment decision and except as otherwise stated herein, the Subscriber will not receive an offering memorandum or similar disclosure document; (i) the subscription proceeds will be available to the Issuer on Closing and this subscription is not conditional on any other subscriptions; (j) that the Issuer will be required to file a report of exempt distribution with all applicable securities regulatory authorities in one or more jurisdictions containing personal information about the Subscriber, including the following personal information: (i) the full name, residential address and telephone number of the Subscriber; (ii) whether the Subscriber is an insider or a registrant (as defined herein); (iii) the number and type of securities purchased; (iv) the total purchase price (in Canadian dollars); (v) the exemption relied on; and (vi) the date of distribution; (k) the Subscriber acknowledges that the Issuer may complete additional financings in the future which may have a dilutive effect on existing shareholders at such time, including the Subscriber; (l) no agency, governmental authority, regulatory body, stock exchange or other entity has made any finding or determination as to the merit for investment of, nor have any such agencies or governmental authorities, regulatory bodies, stock exchanges or other entities authorities made any recommendation or endorsement with respect to, any of the Securities or the Offering; (b) the Corporation is not a “reporting issuer” or the equivalent in any jurisdiction; (c) the issuance, sale and delivery of the Units and the sale and delivery of the Additional Notes is conditional upon such issuance and sale being exempt from the prospectus filing or registration requirements and the requirement to deliver an offering memorandum in connection with the distribution of the Units and of the Additional Notes under the Securities Laws or upon the issuance of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or registration statement; (d) each of the Securities is subject to an indefinite hold period and to resale restrictions under the Securities Laws unless such Securities are sold with the benefit of a prospectus and by a registered dealer or unless further exemption from the prospectus or registration requirements of the applicable Securities Laws is available, and each of the Securities is otherwise subject to all of the terms, conditions and provisions of the Agency Agreement, the articles of the Corporation and this Subscription Agreement and the Subscriber (and, if applicable, others for whom it is contracting hereunder) will comply with all relevant Securities Laws concerning any resale of any of the Securities and will consult with its legal advisors with respect to complying with all restrictions applying to such resale. The Subscriber acknowledges and further agrees that until the Corporation becomes a reporting issuer in the Selling Jurisdiction in which the Subscriber resides each of the Securities may be required to be held indefinitely unless the Securities are sold with the benefit of a prospectus and by a registered dealer, or unless further exemption from the prospectus or registration requirements of the applicable Securities Laws is available. It is the responsibility of the Subscriber to determine the applicable resale restrictions of the Securities at the relevant time; (e) none of the Securities have been or will be registered under the United States Securities Act of 1933 (the “1933 Act”) or the securities laws of any state and may not be offered or sold, directly or indirectly, in the United States to, or for the account or benefit of, a U.S. person (as defined in-Rule 902 of Regulation S promulgated under the 1933 Act (“Regulation S”), which definition includes, but is not limited to, an individual resident in the United States and an estate or trust of which any executor or administrator or trustee, respectively, is a U.S. Person and any partnership or company organized or incorporated under the laws of the United States) (a “U.S. Person”) unless registered under the 1933 Act and the securities laws of all applicable states or unless an exemption from such registration requirements is available, and the Corporation and the Selling Shareholders have no obligation or present intention of filing a registration statement under the 1933 Act in respect of any of the Securities; (f) the Subscriber (and, if applicable, others for whom it is contracting hereunder) may not offer, sell or transfer any of the Securities within the United States or to, or for the account or benefit of, a U.S. Person, unless the Securities being so offered, sold or transferred are registered under the 1933 Act and the securities laws of all applicable states or an exemption from such registration requirement is available; (g) the purchase of the Units and the Additional Notes has not been and will not be made through or as a result of any general solicitation or general advertising or any seminar or meeting whose attendees have been invited by general solicitation or general advertising and the distribution of the Units and the Additional Notes has not been and will not be accompanied by any advertisement, including, without limitation, in printed public media, radio, television or telecommunications, including electronic display or as part of a general solicitation or general advertising; (h) no prospectus or offering memorandum within the meaning of the Securities Laws or other similar document has been delivered to or summarized for or seen by the Subscriber (and, if applicable, others for whom it is contracting hereunder) in connection with the Offering and the Subscriber (and, if applicable, others for whom it is contracting hereunder) is not aware of any prospectus, offering memorandum or other similar document having been prepared by or on behalf of the Corporation or the Selling Shareholders; (i) in purchasing the Units, the Subscriber (and, if applicable, others for whom it is contracting hereunder) has relied solely upon this Subscription Agreement and the Agency Agreement and not upon any verbal or written representation as to any fact or otherwise made by or on behalf of the Corporation, the Selling Shareholders or the Agents or any employee, agent or affiliate thereof or any other person associated therewith. The Agents assume no responsibility or liability of any nature whatsoever for the accuracy or adequacy of the information upon which the Subscriber’s investment decision has been made or as to whether all information concerning the Corporation required to be disclosed by the Corporation or the Selling Shareholders has been disclosed. The Subscriber, on its own behalf and on behalf of others for whom the Subscriber is contracting hereunder, has acknowledged that the decision to purchase the Units and the Additional Notes was made on the basis of the information contained in this Subscription Agreement and the Agency Agreement; (j) the Units and the Additional Notes are being offered for sale on a “private placement” basis and, in connection therewith, the Corporation, the Selling Shareholders and the Agents will enter into the Agency Agreement pursuant to which the Agents will receive from the Corporation and the Selling Shareholders the commission and warrants described in Section 13 of this Subscription Agreement; (i) the Subscriber (or, if applicable, others for whom it is contracting hereunder) is solely responsible for obtaining such tax and legal advice as it considers appropriate in connection with the execution, delivery and performance by it of this Subscription Agreement and the transactions contemplated hereunder (including the resale and transfer restrictions referred to in the Section below entitled “Representations, Warranties and Covenants”); and (ii) the Agents’ counsel is acting as counsel to the Agents and not as counsel to the Subscriber; (1) in accepting this Subscription Agreement, each of the Corporation, the Selling Shareholders and the Agents is relying upon the representations and warranties and acknowledgements of the Subscriber set out herein including, without limitation, in connection with determining the eligibility of the Subscriber or (if applicable) the eligibility of others on whose behalf the Subscriber is contracting hereunder to purchase Units and Additional Notes under the Securities Laws. The Subscriber hereby agrees to notify the Corporation and the Agents immediately of any change in any representation, warranty, covenant or other information relating to the Subscriber or the beneficial purchaser contained in this Subscription Agreement which takes place prior to the Closing or the Second Closing;Common Shares; and (m) the certificates evidencing each Issuer and its counsel will rely on the representations and warranties made herein or otherwise provided by the Subscriber to the Issuer in completing the sale and issue of the Securities will bear a legend regarding restrictions on transfer as required pursuant to applicable Securities Laws, including federal and state securities laws of the United States as set out in Schedule “D” hereto, as applicable; (n) no person has made Common Shares to the Subscriber any written or oral representations: (i) that any person will resell or repurchase the Units, the Additional Notes or any of the other Securities; (ii) that any person will refund the purchase price of the Units or the Additional Notes; (iii) as to the future price or value of any of the Units, the Additional Notes or any of the other Securities; or (iv) that any of the Units, the Additional Notes or any of the other Securities will be listed and posted for trading on any stock exchange or that application has been made therefore; and (o) any of the Agents, the Selling Shareholders and the Corporation may be required to provide the Securities Regulators with a list setting forth the identities of the beneficial purchasers of the Units and the Additional Notes. Notwithstanding that the Subscriber may be purchasing Units and the Additional Notes as agent on behalf of an undisclosed principal, the Subscriber agrees to provide, on request, particulars as to the identity of such undisclosed principal as may be required by any of the Agents, the Selling Shareholders or the Corporation in order to comply with the foregoingSubscriber.

Subscriber’s Acknowledgements. Regarding Risk, Restrictions, Independent Advice and Advancement of Subscription Proceeds to the Issuer 6.1 The Subscriber represents and warrants and acknowledges and agrees with (on its own behalf and, if applicable, on behalf of each beneficial purchaser for whom the Subscriber is contracting hereunder) with the Corporation, the Selling Shareholders and the Agents (which acknowledgements and agreements shall survive the Closing and the Second Closing) that as of the date the Subscriber first executed this Subscription, as of the First Closing Date and as of the Second Closing DateIssuer that: (a) its decision to execute this Subscription Agreement and purchase the Securities agreed to be purchased hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Issuer, and that its decision is based entirely upon its review of information about the Issuer in the Public Record; (b) no prospectus has been filed by the Issuer with any securities commission or similar authority, in connection with the issuance of the Securities, and the issuance and the sale of the Securities is subject to such sale being exempt from the prospectus/registration requirements under Applicable Securities Laws and accordingly: (i) the Subscriber is restricted from using certain of the civil remedies available under such legislation; (ii) the Subscriber may not receive information that might otherwise be required to be provided to it under such legislation; and (iii) the Issuer is relieved from certain obligations that would otherwise apply under such legislation; (c) the Subscriber (or others for whom the Subscriber is contracting hereunder) has been advised to consult its own legal advisors with respect to the merits and risks of an investment in the Securities and with respect to applicable resale restrictions and it (or others for whom it is contracting hereunder) is solely responsible (and the Issuer is in no way responsible) for compliance with applicable resale restrictions; (d) to the knowledge of the Subscriber, the sale of the Securities was not accompanied by any advertisement; (e) the offer made by this Subscription Agreement is irrevocable (subject to the right of the Issuer to terminate this Subscription Agreement) and requires acceptance by the Issuer; (f) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Issuer and the Subscriber waives any requirement on the Issuer’s behalf to communicate immediately its acceptance of this Subscription Agreement to the Subscriber; (g) the Securities are speculative investments which involve a substantial degree of risk and the Subscriber may lose its entire investment in the Securities; (h) the Subscriber is sophisticated in financial investments, has had access to and has received all such information concerning the Issuer that the Subscriber has considered necessary in connection with the Subscriber’s investment decision and the Subscriber will not receive an offering memorandum or similar disclosure document; (i) the subscription proceeds will be available to the Issuer on Closing and this subscription is not conditional on any other subscription completing; (j) no agency, governmental authority, regulatory body, stock exchange or other entity has made any finding or determination as to the merit for investment of, nor have any such agencies or governmental authorities, regulatory bodies, stock exchanges or other entities authorities made any recommendation or endorsement with respect to, any of the Securities or the Offering; (b) the Corporation is not a “reporting issuer” or the equivalent in any jurisdiction; (c) the issuance, sale and delivery of the Units and the sale and delivery of the Additional Notes is conditional upon such issuance and sale being exempt from the prospectus filing or registration requirements and the requirement to deliver an offering memorandum in connection with the distribution of the Units and of the Additional Notes under the Securities Laws or upon the issuance of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or registration statement; (d) each of the Securities is subject to an indefinite hold period and to resale restrictions under the Securities Laws unless such Securities are sold with the benefit of a prospectus and by a registered dealer or unless further exemption from the prospectus or registration requirements of the applicable Securities Laws is available, and each of the Securities is otherwise subject to all of the terms, conditions and provisions of the Agency Agreement, the articles of the Corporation and this Subscription Agreement and the Subscriber (and, if applicable, others for whom it is contracting hereunder) will comply with all relevant Securities Laws concerning any resale of any of the Securities and will consult with its legal advisors with respect to complying with all restrictions applying to such resale. The Subscriber acknowledges and further agrees that until the Corporation becomes a reporting issuer in the Selling Jurisdiction in which the Subscriber resides each of the Securities may be required to be held indefinitely unless the Securities are sold with the benefit of a prospectus and by a registered dealer, or unless further exemption from the prospectus or registration requirements of the applicable Securities Laws is available. It is the responsibility of the Subscriber to determine the applicable resale restrictions of the Securities at the relevant time; (e) none of the Securities have been or will be registered under the United States Securities Act of 1933 (the “1933 Act”) or the securities laws of any state and may not be offered or sold, directly or indirectly, in the United States to, or for the account or benefit of, a U.S. person (as defined in-Rule 902 of Regulation S promulgated under the 1933 Act (“Regulation S”), which definition includes, but is not limited to, an individual resident in the United States and an estate or trust of which any executor or administrator or trustee, respectively, is a U.S. Person and any partnership or company organized or incorporated under the laws of the United States) (a “U.S. Person”) unless registered under the 1933 Act and the securities laws of all applicable states or unless an exemption from such registration requirements is available, and the Corporation and the Selling Shareholders have no obligation or present intention of filing a registration statement under the 1933 Act in respect of any of the Securities; (fk) the Subscriber (acknowledges that the Issuer may complete additional financings in the future which may have a dilutive effect on existing shareholders at such time, including the Subscriber; and, if applicable, others for whom it is contracting hereunder) may not offer, sell or transfer any of the Securities within the United States or to, or for the account or benefit of, a U.S. Person, unless the Securities being so offered, sold or transferred are registered under the 1933 Act and the securities laws of all applicable states or an exemption from such registration requirement is available; (gl) the purchase of the Units and the Additional Notes has not been and Issuer will not be made through or as a result of any general solicitation or general advertising or any seminar or meeting whose attendees have been invited by general solicitation or general advertising and the distribution of the Units and the Additional Notes has not been and will not be accompanied by any advertisement, including, without limitation, in printed public media, radio, television or telecommunications, including electronic display or as part of a general solicitation or general advertising; (h) no prospectus or offering memorandum within the meaning of the Securities Laws or other similar document has been delivered to or summarized for or seen by the Subscriber (and, if applicable, others for whom it is contracting hereunder) in connection with the Offering and the Subscriber (and, if applicable, others for whom it is contracting hereunder) is not aware of any prospectus, offering memorandum or other similar document having been prepared by or rely on behalf of the Corporation or the Selling Shareholders; (i) in purchasing the Units, the Subscriber (and, if applicable, others for whom it is contracting hereunder) has relied solely upon this Subscription Agreement and the Agency Agreement and not upon any verbal or written representation as to any fact or otherwise made by or on behalf of the Corporation, the Selling Shareholders or the Agents or any employee, agent or affiliate thereof or any other person associated therewith. The Agents assume no responsibility or liability of any nature whatsoever for the accuracy or adequacy of the information upon which the Subscriber’s investment decision has been made or as to whether all information concerning the Corporation required to be disclosed by the Corporation or the Selling Shareholders has been disclosed. The Subscriber, on its own behalf and on behalf of others for whom the Subscriber is contracting hereunder, has acknowledged that the decision to purchase the Units and the Additional Notes was made on the basis of the information contained in this Subscription Agreement and the Agency Agreement; (j) the Units and the Additional Notes are being offered for sale on a “private placement” basis and, in connection therewith, the Corporation, the Selling Shareholders and the Agents will enter into the Agency Agreement pursuant to which the Agents will receive from the Corporation and the Selling Shareholders the commission and warrants described in Section 13 of this Subscription Agreement; (i) the Subscriber (or, if applicable, others for whom it is contracting hereunder) is solely responsible for obtaining such tax and legal advice as it considers appropriate in connection with the execution, delivery and performance by it of this Subscription Agreement and the transactions contemplated hereunder (including the resale and transfer restrictions referred to in the Section below entitled “Representations, Warranties and Covenants”); and (ii) the Agents’ counsel is acting as counsel to the Agents and not as counsel to the Subscriber; (1) in accepting this Subscription Agreement, each of the Corporation, the Selling Shareholders and the Agents is relying upon the representations and warranties made herein or otherwise provided by the Subscriber to the Issuer in completing the sale and acknowledgements issue of the Subscriber set out herein including, without limitation, in connection with determining Units to the eligibility of the Subscriber or (if applicable) the eligibility of others on whose behalf the Subscriber is contracting hereunder to purchase Units and Additional Notes under the Securities Laws. Subscriber. 6.2 The Subscriber hereby acknowledges and agrees that the subscription proceeds, together with all subscription documents completed in the manner described herein, subject to notify any statutory rights of the Corporation and the Agents immediately of any change in any representationSubscriber, warranty, covenant or other information relating will be provided to the Subscriber or the beneficial purchaser contained in this Subscription Agreement which takes place Issuer prior to the Closing or the Second Closing; (m) the certificates evidencing each of the Securities will bear a legend regarding restrictions on transfer as required pursuant to applicable Securities Laws, including federal and state securities laws of the United States as set out in Schedule “D” hereto, as applicable; (n) no person has made Date. All subscription proceeds provided to the Issuer as contemplated herein may be used by the Issuer forthwith and from time to time in its sole discretion and will form an interest-free loan from the Subscriber any written or oral representations: (i) that any person will resell or repurchase the Units, the Additional Notes or any of the other Securities; (ii) that any person will refund the purchase price of the Units or the Additional Notes; (iii) as to the future price or value of any of Issuer and in the Units, the Additional Notes or any of the other Securities; or (iv) that any of the Units, the Additional Notes or any of the other Securities will be listed and posted for trading on any stock exchange or that application has been made therefore; and (o) any of the Agents, the Selling Shareholders and the Corporation may be required to provide the Securities Regulators with a list setting forth the identities of the beneficial purchasers of the Units and the Additional Notes. Notwithstanding event that the Subscriber may be purchasing Units and the Additional Notes as agent on behalf of an undisclosed principalClosing fails to occur, for any reason, the Subscriber agrees will be deemed to provide, on request, particulars as have loaned the purchase funds to the identity of such undisclosed principal as may be required by any of the AgentsIssuer, the Selling Shareholders or the Corporation in order to comply with the foregoingrepayable on demand.

Subscriber’s Acknowledgements. (i) The Subscriber acknowledges and agrees (on its own behalf and, if applicable, on behalf of each beneficial purchaser for whom the Subscriber is contracting hereunder) with the Corporation, the Selling Shareholders and the Agents (which acknowledgements and agreements shall survive the Closing and the Second Closing) that as of the date the Subscriber first executed this Subscription, as of the First Closing Date and as of the Second Closing Date: (a) no agency, governmental authority, regulatory body, stock exchange or other entity has made any finding or determination as to the merit for investment of, nor have any such agencies or governmental authorities, regulatory bodies, stock exchanges or other entities made any recommendation or endorsement with respect to, any of the Securities or the Offering; (b) the Corporation is not a “reporting issuer” or the equivalent in any jurisdiction; (c) the issuance, sale and delivery of the Units and the sale and delivery of the Additional Notes is conditional upon such issuance and sale being exempt from the prospectus filing or registration requirements and the requirement to deliver an offering memorandum in connection with the distribution of the Units and of the Additional Notes under the Securities Laws or upon the issuance of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or registration statement; (d) each of the Securities is subject to an indefinite hold period and to resale restrictions under the Securities Laws unless such Securities are sold with the benefit of a prospectus and by a registered dealer or unless further exemption from the prospectus or registration requirements of the applicable Securities Laws is available, and each of the Securities is otherwise subject to all of the terms, conditions and provisions of the Agency Agreement, the articles of the Corporation and this Subscription Agreement and the Subscriber (and, if applicable, others for whom it is contracting hereunder) will comply with all relevant Securities Laws concerning any resale of any of the Securities and will consult with its legal advisors with respect to complying with all restrictions applying to such resale. The Subscriber acknowledges and further agrees that until the Corporation becomes a reporting issuer in the Selling Jurisdiction in which the Subscriber resides each of the Securities may be required to be held indefinitely unless the Securities are sold with the benefit of a prospectus and by a registered dealer, or unless further exemption from the prospectus or registration requirements of the applicable Securities Laws is available. It is the responsibility of the Subscriber to determine the applicable resale restrictions of the Securities at the relevant time; (e) none of the Securities have not been or and will not be registered under the United States Securities Act of 1933 1933, as amended (the “"1933 Act”) or the securities laws of any state ACT"), and may not be offered or offered, sold, directly resold or indirectly, in the United States to, or for the account or benefit of, a U.S. person (as defined in-Rule 902 of Regulation S promulgated under the 1933 Act (“Regulation S”), which definition includes, but is not limited to, an individual resident in the United States and an estate or trust of which any executor or administrator or trustee, respectively, is a U.S. Person and any partnership or company organized or incorporated under the laws of the United States) (a “U.S. Person”) unless registered under the 1933 Act and the securities laws of all applicable states or unless an exemption from such registration requirements is available, and the Corporation and the Selling Shareholders have no obligation or present intention of filing a registration statement under the 1933 Act in respect of any of the Securities; (f) the Subscriber (and, if applicable, others for whom it is contracting hereunder) may not offer, sell or transfer any of the Securities delivered within the United States of America, its territories or topossessions, other than pursuant to an effective registration statement or for the account or benefit of, a U.S. Person, unless the Securities being so offered, sold or transferred are registered an applicable exemption under the 1933 Act and the securities laws of all applicable states or an exemption from such registration requirement is available;Act. (g) the purchase of the Units and the Additional Notes has not been and will not be made through or as a result of any general solicitation or general advertising or any seminar or meeting whose attendees have been invited by general solicitation or general advertising and the distribution of the Units and the Additional Notes has not been and will not be accompanied by any advertisement, including, without limitation, in printed public media, radio, television or telecommunications, including electronic display or as part of a general solicitation or general advertising; (h) no prospectus or offering memorandum within the meaning of the Securities Laws or other similar document has been delivered to or summarized for or seen by the Subscriber (and, if applicable, others for whom it is contracting hereunder) in connection with the Offering and the Subscriber (and, if applicable, others for whom it is contracting hereunder) is not aware of any prospectus, offering memorandum or other similar document having been prepared by or on behalf of the Corporation or the Selling Shareholders; (i) in purchasing the Units, the Subscriber (and, if applicable, others for whom it is contracting hereunder) has relied solely upon this Subscription Agreement and the Agency Agreement and not upon any verbal or written representation as to any fact or otherwise made by or on behalf of the Corporation, the Selling Shareholders or the Agents or any employee, agent or affiliate thereof or any other person associated therewith. The Agents assume no responsibility or liability of any nature whatsoever for the accuracy or adequacy of the information upon which the Subscriber’s investment decision has been made or as to whether all information concerning the Corporation required to be disclosed by the Corporation or the Selling Shareholders has been disclosed. The Subscriber, on its own behalf and on behalf of others for whom the Subscriber is contracting hereunder, has acknowledged that the decision to purchase the Units and the Additional Notes was made on the basis of the information contained in this Subscription Agreement and the Agency Agreement; (j) the Units and the Additional Notes are being offered for sale on a “private placement” basis and, in connection therewith, the Corporation, the Selling Shareholders and the Agents will enter into the Agency Agreement pursuant to which the Agents will receive from the Corporation and the Selling Shareholders the commission and warrants described in Section 13 of this Subscription Agreement; (i) the Subscriber (or, if applicable, others for whom it is contracting hereunder) is solely responsible for obtaining such tax and legal advice as it considers appropriate in connection with the execution, delivery and performance by it of this Subscription Agreement and the transactions contemplated hereunder (including the resale and transfer restrictions referred to in the Section below entitled “Representations, Warranties and Covenants”); and (ii) The Subscriber acknowledges that (A) the Agents’ counsel is acting as counsel to the Agents and not as counsel to the Subscriber;Note, and (B) certificates representing (1) in accepting this Subscription Agreement, each the Company Shares and the Warrants issued upon the conversion of the CorporationNote prior to December 31, 2002, (2) the Selling Shareholders and the Agents is relying Warrant Shares purchased upon the representations and warranties and acknowledgements exercise of the Subscriber set out herein includingWarrants prior to December 31, without limitation2002, in connection with determining the eligibility of the Subscriber or and (if applicable3) the eligibility of others on whose behalf the Subscriber is contracting hereunder to purchase Units and Additional Notes under the Securities Laws. The Subscriber hereby agrees to notify the Corporation and the Agents immediately of any change in any representation, warranty, covenant or other information relating to the Subscriber or the beneficial purchaser contained in this Subscription Agreement which takes place Interest Shares issued prior to December 31, 2002, will contain the Closing or the Second Closing; (m) the certificates evidencing each of the Securities will bear a following legend regarding restrictions on transfer as required pursuant to applicable Securities Laws, including federal Laws of Ontario and state securities laws of the United States as set out in Schedule “D” hereto, as applicable; (n) no person has made to the Subscriber any written or oral representations: (i) that any person will resell or repurchase agrees to comply with the Unitsterms of such legend: "UNLESS PERMITTED UNDER THE APPLICABLE CANADIAN PROVINCIAL SECURITIES LEGISLATION AND THE POLICIES OF THE TORONTO STOCK EXCHANGE, the Additional Notes or any of the other Securities; (ii) that any person will refund the purchase price of the Units or the Additional Notes;THE HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE SHALL NOT TRADE SUCH SECURITIES OR THE UNDERLYING SECURITIES OVER THE FACILITIES OF THE TORONTO STOCK EXCHANGE OR TO ANY PERSON RESIDENT IN CANADA, BEFORE DECEMBER 31, 2002." (iii) as The Subscriber acknowledges that the Company will be required to provide applicable securities regulatory authorities with certain information required by the future price or value of Securities Laws and agrees to provide the Company with any of the Units, the Additional Notes or any of the other Securities; orsuch required information. (iv) The Subscriber acknowledges that any Part 13 of the UnitsIncome Tax Act (Canada) may apply to payments made by the Company to the Subscriber under the Note. (v) The Subscriber acknowledges that the Subscriber's ability to transfer the Securities subscribed for herein is limited by, among other things, applicable Securities Laws and the Additional Notes or any TSX Private Placement Questionnaire and Undertaking attached hereto as Schedule 1; (vi) The Subscriber acknowledges and accepts the plan of arrangement contemplated in the Brick Loan transaction which is to be submitted for approval at the special meeting of the other Securities will be listed and posted for trading on any stock exchange or that application has been made therefore; and (o) any shareholders of the AgentsCorporation to be held on or about October 22, the Selling Shareholders and the Corporation may be required to provide the Securities Regulators with a list setting forth the identities of the beneficial purchasers of the Units and the Additional Notes. Notwithstanding 2002, provided that the Subscriber may be purchasing Units and the Additional Notes as agent on behalf details of an undisclosed principal, such plan of arrangement do not materially vary from those disclosed to the Subscriber agrees prior to provide, on request, particulars as to the identity of such undisclosed principal as may be required by any of the Agents, the Selling Shareholders or the Corporation in order to comply with the foregoingClosing.

Subscriber’s Acknowledgements. a. Subscriber understands that the DER Facility will deliver electricity and/or provide electric storage to the Utility and not to Subscriber. The Utility will make all calculations and determinations regarding the amount of the Bill Credit to be applied to Subscriber’s electric account, which calculations shall be made pursuant to applicable law and regulations. Subscriber further understands that it has no ownership or other interest in the electricity generated and/or storage provided by the DER Facility, and that this agreement is only for the sale by DER Facility and the purchase by Subscriber of Bill Credits. b. Subscriber understands that as of the Effective Date, Subscriber may not yet have been assigned to a DER Facility by DER Producer, and/or the DER Facility may not yet be constructed and operating. Subscriber further understands that it will not receive any Bill Credits until it has been assigned to a DER Facility by DER Producer, the DER Facility has been fully constructed, achieves commercial operation and begins generating electricity and/or providing storage, and the Utility has begun to process Bill Credits associated with DER Facility generation and/or storage. c. Subscriber understands that Subscriber has no ownership interest in any DER Facility, or any part thereof; nor can Subscriber claim any environmental, tax or other credits (whether renewable energy, carbon offset, or other), rebates or other subsidies or benefits available to renewable energy sources generally other than the Bill Credits. d. Pursuant to the NY PSC's Orders governing the CDG Program, DER Producer is required to provide Subscriber with the CDG Participant Customer Disclosure Form (the "Disclosure Form") that has been provided to Subscriber together with this agreement. Subscriber acknowledges and agrees (on its own behalf andthat Subscriber will receive, if applicablecomplete and execute the Disclosure Form, on behalf of each beneficial purchaser for whom the and that this agreement shall not be effective, and Subscriber shall not be eligible to receive Bill Credits, until Subscriber has returned such completed and executed Disclosure Form to Subscriber, in addition to this executed agreement. e. SUBSCRIBER UNDERSTANDS THAT UNDER THIS AGREEMENT, DER PRODUCER CANNOT GUARANTEE WHETHER THE VALUE OF BILL CREDITS PROVIDED BY THE UTILITY WILL INCREASE OR DECREASE AND, IF IT DOES, BY HOW MUCH. DER PRODUCER ALSO DOES NOT GUARANTEE ANY MINIMUM DER FACILITY PRODUCTION, STORAGE OR BILL CREDIT AMOUNTS TO SUBSCRIBER. f. Subscriber understands that this agreement is a purchase contract and not a security registered under federal or state law. Subscriber is contracting hereunder) entering into this agreement solely to receive Bill Credits as an energy-related commodity for use at the Utility account identified by it, not for investment or speculation, not with the Corporationa profit expectation, the Selling Shareholders and the Agents (which acknowledgements and agreements shall survive the Closing and the Second Closing) that as of the date the Subscriber first executed this Subscription, as of the First Closing Date and as of the Second Closing Date: (a) no agency, governmental authority, regulatory body, stock exchange or other entity has made any finding or determination as not with a view to the merit for investment of, nor have any such agencies or governmental authorities, regulatory bodies, stock exchanges or other entities made any recommendation or endorsement with respect to, any of the Securities or the Offering; (b) the Corporation is not a “reporting issuer” or the equivalent in any jurisdiction; (c) the issuance, sale and delivery of the Units and the sale and delivery of the Additional Notes is conditional upon such issuance and sale being exempt from the prospectus filing or registration requirements and the requirement to deliver an offering memorandum in connection with the distribution of the Units and of the Additional Notes under the Securities Laws or upon the issuance of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or registration statement; (d) each of the Securities is subject to an indefinite hold period and to resale restrictions under the Securities Laws unless such Securities are sold with the benefit of a prospectus and by a registered dealer or unless further exemption from the prospectus or registration requirements of the applicable Securities Laws is available, and each of the Securities is otherwise subject to all of the terms, conditions and provisions of the Agency Agreement, the articles of the Corporation and this Subscription Agreement and the Subscriber (and, if applicable, others for whom it is contracting hereunder) will comply with all relevant Securities Laws concerning any resale of any benefits under this agreement. Subscriber does not have an interest in the profits or losses of the Securities and will consult with its legal advisors with respect to complying with all restrictions applying to such resale. The Subscriber acknowledges and further agrees that until the Corporation becomes a reporting issuer in the Selling Jurisdiction in which the Subscriber resides each of the Securities may be required to be held indefinitely unless the Securities are sold with the benefit of a prospectus and by a registered dealer, or unless further exemption from the prospectus or registration requirements of the applicable Securities Laws is available. It is the responsibility of the Subscriber to determine the applicable resale restrictions of the Securities at the relevant time; (e) none of the Securities have been or will be registered under the United States Securities Act of 1933 (the “1933 Act”) or the securities laws of any state and may not be offered or sold, directly or indirectly, in the United States to, or for the account or benefit of, a U.S. person (as defined in-Rule 902 of Regulation S promulgated under the 1933 Act (“Regulation S”), which definition includes, but is not limited to, an individual resident in the United States and an estate or trust of which any executor or administrator or trustee, respectively, is a U.S. Person and any partnership or company organized or incorporated under the laws of the United States) (a “U.S. Person”) unless registered under the 1933 Act and the securities laws of all applicable states or unless an exemption from such registration requirements is available, and the Corporation and the Selling Shareholders have no obligation or present intention of filing a registration statement under the 1933 Act in respect of any of the Securities; (f) the Subscriber (and, if applicable, others for whom it is contracting hereunder) may not offer, sell or transfer any of the Securities within the United States or to, or for the account or benefit of, a U.S. Person, unless the Securities being so offered, sold or transferred are registered under the 1933 Act and the securities laws of all applicable states or an exemption from such registration requirement is available; (g) the purchase of the Units and the Additional Notes has not been DER Facility and will not otherwise be made through or as a result of any general solicitation or general advertising or any seminar or meeting whose attendees have been invited by general solicitation or general advertising and the distribution of the Units and the Additional Notes has not been and will not be accompanied by any advertisement, including, without limitation, in printed public media, radio, television or telecommunications, including electronic display or as part of a general solicitation or general advertising; (h) no prospectus or offering memorandum within the meaning of the Securities Laws or other similar document has been delivered to or summarized for or seen by the Subscriber (and, if applicable, others for whom it is contracting hereunder) in connection with the Offering and the Subscriber (and, if applicable, others for whom it is contracting hereunder) is not aware of any prospectus, offering memorandum or other similar document having been prepared by or on behalf of the Corporation or the Selling Shareholders; (i) in purchasing the Units, the Subscriber (and, if applicable, others for whom it is contracting hereunder) has relied solely upon this Subscription Agreement and the Agency Agreement and not upon any verbal or written representation as entitled to any fact or otherwise made by or on behalf of the Corporation, the Selling Shareholders or the Agents or any employee, agent or affiliate thereof or any other person associated therewith. The Agents assume no responsibility or liability of any nature whatsoever for the accuracy or adequacy of the information upon which the Subscriber’s investment decision has been made or as to whether all information concerning the Corporation required to be disclosed by the Corporation or the Selling Shareholders has been disclosed. The Subscriber, on its own behalf and on behalf of others for whom the Subscriber is contracting hereunder, has acknowledged that the decision to purchase the Units and the Additional Notes was made on the basis of the information contained in this Subscription Agreement and the Agency Agreement; (j) the Units and the Additional Notes are being offered for sale on a “private placement” basis and, in connection therewith, the Corporation, the Selling Shareholders and the Agents will enter into the Agency Agreement pursuant to which the Agents will receive from the Corporation and the Selling Shareholders the commission and warrants described in Section 13 of this Subscription Agreement; (i) the Subscriber (or, if applicable, others for whom it is contracting hereunder) is solely responsible for obtaining such tax and legal advice as it considers appropriate in connection with the execution, delivery and performance by it of this Subscription Agreement and the transactions contemplated hereunder (including the resale and transfer restrictions referred to in the Section below entitled “Representations, Warranties and Covenants”); and (ii) the Agents’ counsel is acting as counsel profit related to the Agents and not as counsel to the Subscriber; (1) in accepting DER Facility or by entering into this Subscription Agreement, each of the Corporation, the Selling Shareholders and the Agents is relying upon the representations and warranties and acknowledgements of the Subscriber set out herein including, without limitation, in connection with determining the eligibility of the Subscriber or (if applicable) the eligibility of others on whose behalf the Subscriber is contracting hereunder to purchase Units and Additional Notes under the Securities Laws. The Subscriber hereby agrees to notify the Corporation and the Agents immediately of any change in any representation, warranty, covenant or other information relating to the Subscriber or the beneficial purchaser contained in this Subscription Agreement which takes place prior to the Closing or the Second Closing; (m) the certificates evidencing each of the Securities will bear a legend regarding restrictions on transfer as required pursuant to applicable Securities Laws, including federal and state securities laws of the United States as set out in Schedule “D” hereto, as applicable; (n) no person has made to the Subscriber any written or oral representations: (i) that any person will resell or repurchase the Units, the Additional Notes or any of the other Securities; (ii) that any person will refund the purchase price of the Units or the Additional Notes; (iii) as to the future price or value of any of the Units, the Additional Notes or any of the other Securities; or (iv) that any of the Units, the Additional Notes or any of the other Securities will be listed and posted for trading on any stock exchange or that application has been made therefore; and (o) any of the Agents, the Selling Shareholders and the Corporation may be required to provide the Securities Regulators with a list setting forth the identities of the beneficial purchasers of the Units and the Additional Notes. Notwithstanding that the Subscriber may be purchasing Units and the Additional Notes as agent on behalf of an undisclosed principal, the Subscriber agrees to provide, on request, particulars as to the identity of such undisclosed principal as may be required by any of the Agents, the Selling Shareholders or the Corporation in order to comply with the foregoingagreement.