Common use of Certain Purchasers Clause in Contracts

Certain Purchasers. If a Purchaser is not a U.S. resident, and the Purchaser is a resident of Canada, such Purchaser acknowledges that in distributing the Securities to such Purchaser, the Company is relying on the exemption from the prospectus requirements under Canadian securities laws set out in section 2.10 of National Instrument 45.106. In this regard, Purchaser confirms it is not an individual, is purchasing as principal, the aggregate acquisition cost of purchasing the Securities will not be less than CDN$150,000 paid in cash at the time of purchase, and the Purchaser has not been created or used solely to purchase or hold the Securities in reliance on this exemption. The Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.