Common use of Suitability of Canadian Investors Clause in Contracts

Suitability of Canadian Investors. The Underwriters agree to reasonably confirm that each Canadian investor who purchases the Notes: (i) if resident in or otherwise subject to the securities laws of the Province of Alberta: (A) is an “accredited investor” as such term is defined in National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”) (other than an individual described in paragraphs (j), (k) or (l) of the definition of “accredited investor” in NI 45-106 or a person in respect of which all of the owners of interests, direct, indirect or beneficial, are individuals described in paragraphs (j), (k) or (l) of the definition of “accredited investor” in NI 45-106); (B) is (i) purchasing the Notes as principal, or (ii) a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation of a jurisdiction of Canada (other than a trust company or trust corporation registered solely under the laws of the Province of Xxxxxx Xxxxxx Island) or a foreign jurisdiction acting on behalf of a fully managed account managed by the trust company or trust corporation, as the case may be, or (iii) a person acting on behalf of a fully managed account managed by that person, if that person is registered or authorized to carry on business as an advisor or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction; and (C) was not created or used solely to purchase or hold securities as an accredited investor as described in paragraph (m) of the definition of “accredited investor” in NI 45-106; (ii) if not resident in or otherwise subject to the securities laws of the Province of Alberta, is either: (A) an “accredited investor”, as such term is defined in NI 45-106 or, for purchasers resident in or otherwise subject to the securities laws of the Province of Ontario, Section 73.3(1) of the Securities Act (Ontario), as it is a person acting on behalf of a fully managed account managed by that person, and is registered or authorized to carry on business as an advisor or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction; or (B) not an individual, and it is purchasing Notes as principal with an aggregate acquisition cost of the Notes of not less than CAD150,000 paid in cash (the “150,000 Exemption”), and the investor was not created or used solely to purchase or hold securities in reliance on the 150,000 Exemption provided under Section 2.10 of NI 45-106 and it pre-existed the announcement of the Notes offering.

Suitability of Canadian Investors. The Underwriters agree to reasonably confirm that each Canadian investor who purchases the NotesNotes is in compliance with the following: (i) if resident in or otherwise subject to the securities laws of the Province of Albertainvestor: (A) is an “accredited investor,” as such term is defined in National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”) or Section 73.3(1) of the Securities Act (Ontario), as applicable, and is not an individual (other than an individual described who is a “permitted client” (as such term is defined in paragraphs (jNational Instrument 31-103 – Registration Requirements, Exemptions and Ongoing Registrant Obligations), (k) or (l) of the definition of “accredited investor” in NI 45-106 or a person in respect of which all of the owners of interests, direct, indirect or beneficial, are individuals described in paragraphs (j), (k) or (l) of the definition of “accredited investor” in NI 45-106);; and (B) is either (i) purchasing the Notes as principal, or (ii) a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation of a jurisdiction of Canada (other than a trust company or trust corporation registered solely under the laws of the Province of Xxxxxx Xxxxxx Island) or a foreign jurisdiction acting on behalf of a fully managed account managed by the trust company or trust corporation, as the case may be, or (iii) a person acting on behalf of a fully managed account managed by that person, if that person is registered or authorized to carry on business as an advisor or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction; and (C) was not created or used solely to purchase or hold securities as an accredited investor as described in paragraph (m) of the definition of “accredited investor” in NI 45-106;; or (ii) if the investor: (A) is not resident in or otherwise subject to the securities laws of the Province of Alberta, is either: (A) an “accredited investor”, as such term is defined in NI 45-106 or, for purchasers resident in or otherwise subject to the securities laws of the Province of Ontario, Section 73.3(1) of the Securities Act (Ontario), as it is a person acting on behalf of a fully managed account managed by that person, and is registered or authorized to carry on business as an advisor or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction; or; (B) is not an individual, and it ; (C) is purchasing Notes as principal with an aggregate acquisition cost of the Notes of not less than CAD150,000 paid in cash cash; and (the “150,000 Exemption”), and the investor D) was not created or used solely to purchase or hold securities in reliance on the 150,000 Exemption “minimum amount investment” exemption provided under Section 2.10 of NI 45-106 and it pre-existed the announcement of the Notes offering.

Suitability of Canadian Investors. The Underwriters agree to reasonably confirm that each Canadian investor who purchases the Notes: (i) if resident in or otherwise subject to the securities laws of the Province of Alberta: (A) is an “accredited investor,” as such term is defined in National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”) (other than an individual described in paragraphs (j), (k) or (l) of the definition of “accredited investor” in NI 45-106 or a person in respect of which all of the owners of interests, direct, indirect or beneficial, are individuals described in paragraphs (j), (k) or (l) of the definition of “accredited investor” in NI 45-106); (B) is (i) purchasing the Notes as principal, or (ii) a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation of a jurisdiction of Canada (other than a trust company or trust corporation registered solely under the laws of the Province of Xxxxxx Xxxxxx Island) or a foreign jurisdiction acting on behalf of a fully managed account managed by the trust company or trust corporation, as the case may be, or (iii) a person acting on behalf of a fully managed account managed by that person, if that person is registered or authorized to carry on business as an advisor or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction; and (C) was not created or used solely to purchase or hold securities as an accredited investor as described in paragraph (m) of the definition of “accredited investor” in NI 45-106; (ii) if not resident in or otherwise subject to the securities laws of the Province of Alberta, is either: (A) an “accredited investor”, ,” as such term is defined in NI 45-106 or, for purchasers investors resident in or otherwise subject to the securities laws of the Province of Ontario, Section 73.3(1) of the Securities Act (Ontario), as provided that it is a person acting on behalf of a fully managed account managed by that person, and it is either (x) registered or authorized to carry on business as an advisor or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction, or (y) a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada (other than a trust company or trust corporation registered solely under the laws of the Province of Xxxxxx Xxxxxx Island) or a foreign jurisdiction; or (B) not an individual, and it is purchasing Notes as principal with an aggregate acquisition cost of the Notes of not less than CAD150,000 paid in cash (the “150,000 Exemption”)cash, and the investor was not created or used solely to purchase or hold securities in reliance on the 150,000 Exemption “minimum amount investment” exemption provided under Section 2.10 of NI 45-106 and it pre-existed the announcement of the Notes offering.

Suitability of Canadian Investors. The Underwriters agree to reasonably confirm that each Canadian investor who purchases the NotesNotes is in compliance with the following: (i) if resident in or otherwise subject to the securities laws of the Province of Albertainvestor: (A) is an “accredited investor,” as such term is defined in National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”) or Section 73.3(1) of the Securities Act (Ontario), as applicable, and is not an individual (other than an individual described who is a “permitted client” (as such term is defined in paragraphs (jNational Instrument 31-103 – Registration Requirements, Exemptions and Ongoing Registrant Obligations), (k) or (l) of the definition of “accredited investor” in NI 45-106 or a person in respect of which all of the owners of interests, direct, indirect or beneficial, are individuals described in paragraphs (j), (k) or (l) of the definition of “accredited investor” in NI 45-106);; and (B) is either (i) purchasing the Notes as principal, or (ii) a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation of a jurisdiction of Canada (other than a trust company or trust corporation registered solely under the laws of the Province of Xxxxxx Xxxxxx Island) or a foreign jurisdiction jurisdiction, acting on behalf of a fully managed account managed by the trust company or trust corporation, as the case may be, or (iii) a person acting on behalf of a fully managed account managed by that person, if that person is registered or authorized to carry on business as an advisor or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction; and (C) was not created or used solely to purchase or hold securities as an accredited investor as described in paragraph (m) of the definition of “accredited investor” in NI 45-106;; or (ii) if the investor: (A) is not resident in or otherwise subject to the securities laws of the Province of Alberta, is either: (A) an “accredited investor”, as such term is defined in NI 45-106 or, for purchasers resident in or otherwise subject to the securities laws of the Province of Ontario, Section 73.3(1) of the Securities Act (Ontario), as it is a person acting on behalf of a fully managed account managed by that person, and is registered or authorized to carry on business as an advisor or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction; or; (B) is not an individual, and it ; (C) is purchasing Notes as principal with an aggregate acquisition cost of the Notes of not less than CAD150,000 CAD $150,000 paid in cash cash; and (the “150,000 Exemption”), and the investor D) was not created or used solely to purchase or hold securities in reliance on the 150,000 Exemption “minimum amount investment” exemption provided under Section 2.10 of NI 45-106 and it pre-existed the announcement of the Notes offering.