Common use of Additional Deliveries and Conditions for Acceptance Clause in Contracts

Additional Deliveries and Conditions for Acceptance. 3.1 The Purchaser acknowledges that the Company’s obligation to sell the Purchased Shares to the Purchaser is subject to, among other things, the conditions that the Purchaser shall complete, sign and return to the Company, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Chief Financial Officer as soon as possible and in any event no later than 4:00 pm (Vancouver time) on the date that is two Business Days immediately preceding the Closing Date: (a) one completed and executed copy of this Subscription Agreement; (b) if the Purchaser is resident in Canada, either: (i) if the Purchaser is purchasing as an “accredited investor”, one completed and executed copy of the “Accredited Investor Certificate for All Accredited Investors” in the form attached hereto as Schedule “A” (the “Accredited Investor Certificate for All Accredited Investors”) and if applicable, the Individual Accredited Investor Risk Acknowledgement Form for Accredited Investors who are Individuals attached hereto as Appendix “1” to Schedule “A”; or (ii) if the Purchaser is purchasing as purchasing as “family, friends and business associates”, one completed and executed copy of the “Qualified Investor Certificate” in the form attached hereto as Schedule “B” (the “Qualified Investor Certificate”) including, if resident in Ontario, Appendix 1 to Schedule “B” or if resident in Saskatchewan, Appendix 2 to Schedule “B”; (c) if the Purchaser is a U.S. Purchaser, one completed and executed copy of the Accredited Investor Certificate for All Accredited Investors and one completed and executed copy of the “United States Accredited Investor Certificate” attached hereto as Schedule “C” (together with the Accredited Investor Certificate for All Accredited Investors and the Qualified Investor Certificate, the “Subscriber Certificates”); and (d) any other document required by applicable Securities Laws (as defined herein) which the Company requests. The Purchaser acknowledges and agrees that such documents, when executed and delivered by the Purchaser, will form part of and will be incorporated into this Subscription Agreement with the same effect as if each constituted a representation and warranty or covenant of the Purchaser hereunder in favour of the Company. The Purchaser acknowledges and agrees that this offer, the purchase price and any other documents delivered in connection herewith will be held by the Company until such time as the conditions set out in this Subscription Agreement are satisfied. 3.2 Any obligation of the Company to sell the Purchased Shares to the Purchaser is subject to (a) performance by the Purchaser of, or compliance by the Purchaser with, its covenants, agreements and conditions under and in accordance with this Subscription Agreement, prior to the Closing (as defined herein); (b) the truth and correctness, at the time of acceptance and at the Closing Date, of the Purchaser’s representations and warranties in this Subscription Agreement (including the representations and warranties made in any Appendix or Schedule hereto, as applicable); (c) the sale of the Purchased Shares to the Purchaser being exempt from the requirement to file a prospectus or registration statement and the requirement to prepare and deliver an offering memorandum or similar document under applicable Securities Laws; (d) the Company having obtained all required regulatory approvals to permit the completion of such sale, prior to the Closing; and (e) the Purchaser executing and delivering all requisite documentation as required by this Subscription Agreement, the applicable Securities Laws (including but not limited to the Subscriber Certificates, and all appendices attached thereto, with respect to the Purchased Shares). 3.3 The Purchaser understands that the information provided herein will be relied upon by the Company for purposes of determining the eligibility of the Purchaser to purchase the Purchased Shares. The Purchaser agrees to provide upon request any additional information that the Company determines necessary or appropriate in determining the Purchaser’s eligibility to purchase such Purchased Shares. 3.4 For the purposes hereof;