Common use of Representations, Warranties and Covenants of the Subscriber Clause in Contracts

Representations, Warranties and Covenants of the Subscriber. The Subscriber hereby represents and warrants to and covenants with the Corporation, acknowledging that the Corporation is relying upon such representations, warranties and covenants in making its decision to enter into this Subscription Agreement that: (a) if the Subscriber sells the Purchased Securities, it will comply with the securities legislation of the jurisdiction in which said Subscriber resides; (b) the purchase of the Purchased Units by the Subscriber does not contravene any of the applicable securities legislation in the jurisdiction in which it is resident and does not trigger (i) any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase, and (ii) any registration or other obligation on the part of the Corporation; (c) the Subscriber is incorporated under the laws of, or is a resident of, Switzerland (and, without limiting the generality of the foregoing, is not a "U.S. Person" (as defined in Rule 902(o) of Regulation S ("Regulation S") promulgated by the United States Securities and Exchange Commission and meaning, generally, any natural person resident in the United States, any corporation or partnership incorporated or organized under the laws of the United States, or any estate or trust of which any executor, administrator or trustee is a U.S. Person), and the Subscriber is not purchasing the Purchased Units for the account or benefit of any U.S. Person or for offering, resale or delivery for the account or benefit of any U.S. Person or for the account of any person in any jurisdiction other than the jurisdiction set out in the name and address of the Subscriber below and the Subscriber does not have any agreement or understanding (either written or oral) with any U.S. Person or a person in the jurisdiction referenced above in this Section 9(c): (i) the transfer or assignment of any rights or interest in any of the Purchased Securities underlying the Purchased Units; or (ii) the division of profits, losses, fees, commissions, or any financial stake in connection with this subscription; (d) no offer of Purchased Units was made to the Subscriber in the "United States" (as defined in Regulation S under the U.S. Securities Act) and the Subscriber did not execute this Subscription Agreement in the United States; (e) the activities of the Subscriber contemplated hereunder are not a scheme to avoid the registration requirements of the U.S. Securities Act; (f) the Subscriber has no intention to distribute, and shall not transfer, either directly or indirectly, until after 41 days from the Closing Date, any of the Purchased Securities to any person within the United States or to "U.S. Persons" (as defined in Regulation S under the U.S. Securities Act); (g) the Subscriber is at arm's length to and is not an "insider" (as such term is defined by the Securities Act (Ontario)) of the Corporation; (h) the Subscriber is duly incorporated, organized and validly subsisting under the laws of the jurisdiction of its incorporation; (i) this Subscription Agreement has been duly authorized, executed and delivered by, and constitutes a legal, valid, binding and enforceable obligation of, the Subscriber or the beneficial subscriber for whom the Subscriber is purchasing; (j) the Subscriber is capable of assessing the proposed investment contemplated herein as a result of the Subscriber's experience and financial and business acumen or as a result of advice received from a registered person other than the Corporation or any affiliates thereof, and is capable of evaluating the merits and risks of its investment herein and is able to bear the economic risk of loss of its entire investment; and (k) the entering into of this Subscription Agreement and the completion of the transaction contemplated hereby will not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of the Subscriber or of any agreement, written or oral, to which the Subscriber is a party or by which the Subscriber is bound.

Representations, Warranties and Covenants of the Subscriber. The Subscriber hereby represents and warrants to and covenants with the Corporation, acknowledging that the Corporation is relying upon such representations, warranties and covenants in making its decision to enter into this Subscription Agreement subscription agreement that: (a) if the Subscriber sells the Purchased Securities, it will comply with the securities legislation of the jurisdiction in which said Subscriber resides; (b) the purchase of the Purchased Units by the Subscriber does not contravene any of the applicable securities legislation in the jurisdiction in which it is resident and does not trigger (i) any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase, and (ii) any registration or other obligation on the part of the Corporation; (c) the Subscriber is incorporated under the laws of, or and is a resident ofin, Switzerland Liechenstein (and, without limiting the generality of the foregoing, is not a "U.S. Person" (as defined in Rule 902(o) of Regulation S ("Regulation S") promulgated by the United States Securities and Exchange Commission and meaning, generally, any natural person resident in the United StatesLichtenstein, any corporation or partnership incorporated or organized under the laws of the United StatesLichtenstein, or any estate or trust of which any executor, administrator or trustee is a U.S. Person), and the Subscriber is not purchasing the Purchased Units for the account or benefit of any U.S. Person or for offering, resale or delivery for the account or benefit of any U.S. Person or for the account of any person in any jurisdiction other than the jurisdiction set out in the name and address of the Subscriber below and the Subscriber does not have any agreement or understanding (either written or oral) with any U.S. Person or a person in the jurisdiction referenced above in this Section 9(c):Lichtenstein respecting: (i) the transfer or assignment of any rights or interest in any of the Purchased Securities underlying the Purchased Units; or (ii) the division of profits, losses, fees, commissions, or any financial stake in connection with this subscription; (d) no offer of Purchased Units was made to the Subscriber in the "United States" (as defined in Regulation S under the U.S. Securities Act) and the Subscriber did not execute this Subscription Agreement subscription agreement in the United States; (e) the activities of the Subscriber contemplated hereunder are not a scheme to avoid the registration requirements of the U.S. Securities Act; (f) the Subscriber has no intention to distribute, and shall not transfer, either directly or indirectly, until after 41 days from the Closing Date, any of the Purchased Securities to any person within the United States or to "U.S. Persons" (as defined in Regulation S under the U.S. Securities Act); (g) the Subscriber is at arm's length to and is not an "insider" (as such term is defined by the Securities Act (Ontario)) of the Corporation; (h) the Subscriber is duly incorporated, organized and validly subsisting under the laws of the jurisdiction of its incorporation; (i) this Subscription Agreement agreement has been duly authorized, executed and delivered by, and constitutes a legal, valid, binding and enforceable obligation of, the Subscriber or the beneficial subscriber for whom the Subscriber is purchasing; (j) the Subscriber is capable of assessing the proposed investment contemplated herein as a result of the Subscriber's experience and financial and business acumen or as a result of advice received from a registered person other than the Corporation or any affiliates thereof, and is capable of evaluating the merits and risks of its investment herein and is able to bear the economic risk of loss of its entire investment; and (k) the entering into of this Subscription Agreement and the completion of the transaction contemplated hereby will not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of the Subscriber or of any agreement, written or oral, to which the Subscriber is a party or by which the Subscriber is bound.

Representations, Warranties and Covenants of the Subscriber. The Subscriber hereby represents and warrants to and covenants with the Corporation, acknowledging that the Corporation is relying upon such representations, warranties and covenants in making its decision to enter into this Subscription Agreement that: (a) if the Subscriber sells the Purchased Securities, it will comply with the securities legislation of the jurisdiction in which said Subscriber resides; (b) the purchase of the Purchased Units by the Subscriber does not contravene any of the applicable securities legislation in the jurisdiction in which it is resident and does not trigger (i) any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase, and (ii) any registration or other obligation on the part of the Corporation; (c) the Subscriber is incorporated under the laws of, or is a resident of, Switzerland The Republic of Panama (and, without limiting the generality of the foregoing, is not a "U.S. Person" (as defined in Rule 902(o) of Regulation S ("Regulation S") promulgated by the United States Securities and Exchange Commission and meaning, generally, any natural person resident in the United States, any corporation or partnership incorporated or organized under the laws of the United States, or any estate or trust of which any executor, administrator or trustee is a U.S. Person), and the Subscriber is not purchasing the Purchased Units for the account or benefit of any U.S. Person or for offering, resale or delivery for the account or benefit of any U.S. Person or for the account of any person in any jurisdiction other than the jurisdiction set out in the name and address of the Subscriber below and the Subscriber does not have any agreement or understanding (either written or oral) with any U.S. Person or a person in the jurisdiction referenced above in this Section 9(c): (i) the transfer or assignment of any rights or interest in any of the Purchased Securities underlying the Purchased Units; or (ii) the division of profits, losses, fees, commissions, or any financial stake in connection with this subscription; (d) no offer of Purchased Units was made to the Subscriber in the "United States" (as defined in Regulation S under the U.S. Securities Act) and the Subscriber did not execute this Subscription Agreement in the United States; (e) the activities of the Subscriber contemplated hereunder are not a scheme to avoid the registration requirements of the U.S. Securities Act; (f) the Subscriber has no intention to distribute, and shall not transfer, either directly or indirectly, until after 41 days from the Closing Date, any of the Purchased Securities to any person within the United States or to "U.S. Persons" (as defined in Regulation S under the U.S. Securities Act); (g) the Subscriber is at arm's length to and is not an "insider" (as such term is defined by the Securities Act (Ontario)) of the Corporation; (h) the Subscriber is duly incorporated, organized and validly subsisting under the laws of the jurisdiction of its incorporation; (i) this Subscription Agreement has been duly authorized, executed and delivered by, and constitutes a legal, valid, binding and enforceable obligation of, the Subscriber or the beneficial subscriber for whom the Subscriber is purchasing; (j) the Subscriber is capable of assessing the proposed investment contemplated herein as a result of the Subscriber's experience and financial and business acumen or as a result of advice received from a registered person other than the Corporation or any affiliates thereof, and is capable of evaluating the merits and risks of its investment herein and is able to bear the economic risk of loss of its entire investment; and (k) the entering into of this Subscription Agreement and the completion of the transaction contemplated hereby will not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of the Subscriber or of any agreement, written or oral, to which the Subscriber is a party or by which the Subscriber is bound.

Representations, Warranties and Covenants of the Subscriber. The Subscriber hereby represents and warrants to to, and covenants with agrees with, the Corporation, acknowledging that the Corporation is relying upon such representations, warranties and covenants in making its decision to enter into this Subscription Agreement thatCompany as follows: (a) if The Subscriber is an “Accredited Investor” as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act, and as specifically indicated in Exhibit A to this Agreement, or the Subscriber sells is not a “US Person” as that term is defined in Regulation S promulgated under the Purchased Securities, it will comply with the securities legislation of the jurisdiction in which said Subscriber resides;Securities Act. (b) If a natural person, the purchase Subscriber is: a bona fide resident of the Purchased Units state or non-United States jurisdiction contained in the address set forth on the signature page of this Agreement as the Subscriber’s home address; at least 21 years of age; and legally competent to execute this Agreement. If an entity, the Subscriber has its principal offices or principal place of business in the state or non-United States jurisdiction contained in the address set forth on the signature page of this Agreement, the individual signing on behalf of the Subscriber is duly authorized to execute this Agreement. (c) This Agreement has been duly executed and delivered by the Subscriber does not contravene and constitutes the legal, valid and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms. (d) Neither the execution, delivery or performance of this Agreement by the Subscriber violates or conflicts with, creates (with or without the giving of notice or the lapse of time, or both) a default under or a lien or encumbrance upon any of the applicable securities legislation in Subscriber’s assets or properties pursuant to, or requires the jurisdiction in which it is resident and does not trigger consent, approval or order of any government or governmental agency or other person or entity under (i) any obligation to prepare and file a prospectus or similar documentnote, or any other report with respect to such purchaseindenture, and (ii) any registration lease, license or other obligation on the part of the Corporation; (c) the Subscriber is incorporated under the laws of, or is a resident of, Switzerland (and, without limiting the generality of the foregoing, is not a "U.S. Person" (as defined in Rule 902(o) of Regulation S ("Regulation S") promulgated by the United States Securities and Exchange Commission and meaning, generally, any natural person resident in the United States, any corporation or partnership incorporated or organized under the laws of the United States, or any estate or trust of which any executor, administrator or trustee is a U.S. Person), and the Subscriber is not purchasing the Purchased Units for the account or benefit of any U.S. Person or for offering, resale or delivery for the account or benefit of any U.S. Person or for the account of any person in any jurisdiction other than the jurisdiction set out in the name and address of the Subscriber below and the Subscriber does not have any material agreement or understanding (either written or oral) with any U.S. Person or a person in the jurisdiction referenced above in this Section 9(c): (i) the transfer or assignment of any rights or interest in any of the Purchased Securities underlying the Purchased Units; or (ii) the division of profits, losses, fees, commissions, or any financial stake in connection with this subscription; (d) no offer of Purchased Units was made to the Subscriber in the "United States" (as defined in Regulation S under the U.S. Securities Act) and the Subscriber did not execute this Subscription Agreement in the United States; (e) the activities of the Subscriber contemplated hereunder are not a scheme to avoid the registration requirements of the U.S. Securities Act; (f) the Subscriber has no intention to distribute, and shall not transfer, either directly or indirectly, until after 41 days from the Closing Date, any of the Purchased Securities to any person within the United States or to "U.S. Persons" (as defined in Regulation S under the U.S. Securities Act); (g) the Subscriber is at arm's length to and is not an "insider" (as such term is defined by the Securities Act (Ontario)) of the Corporation; (h) the Subscriber is duly incorporated, organized and validly subsisting under the laws of the jurisdiction of its incorporation; (i) this Subscription Agreement has been duly authorized, executed and delivered by, and constitutes a legal, valid, binding and enforceable obligation of, the Subscriber or the beneficial subscriber for whom the Subscriber is purchasing; (j) the Subscriber is capable of assessing the proposed investment contemplated herein as a result of the Subscriber's experience and financial and business acumen or as a result of advice received from a registered person other than the Corporation or any affiliates thereof, and is capable of evaluating the merits and risks of its investment herein and is able to bear the economic risk of loss of its entire investment; and (k) the entering into of this Subscription Agreement and the completion of the transaction contemplated hereby will not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of the Subscriber or of any agreement, written or oral, to which the Subscriber is a party or by which it or any of its assets or properties is bound or (ii) any statute, law, rule, regulation or court decree binding upon or applicable to the Subscriber or its assets or properties. If the Subscriber is boundnot a natural person, the execution, delivery and performance by the Subscriber of this Agreement, and all other documents relating to an investment by Subscriber in the Shares, have been duly authorized by all necessary corporate or other action on behalf of the Subscriber and such execution, delivery and performance does not and will not constitute a breach or violation of, or default under, the charter or by-laws or equivalent governing documents of the Subscriber. (e) The Subscriber has received, read carefully and is familiar with this Agreement; the Certificate of Designation for the Series B1 Preferred Stock; and the form of Warrant. (f) The Subscriber, together with its professional advisor, is familiar with the Company’s business, plans and financial condition, the terms of the Offering and any other matters relating to the Offering; the Subscriber has received all materials which have been requested by the Subscriber; has had a reasonable opportunity to ask questions of the Company and its representatives; and the Company has answered to the satisfaction of the Subscriber all inquiries that the Subscriber or the Subscriber’s representatives have put to it. The Subscriber has had access to all additional information that the Subscriber has deemed necessary to verify the accuracy of the information set forth in this Agreement and the Other Offer Documents, and has taken all the steps necessary to evaluate the merits and risks of an investment as proposed under this Agreement and the Other Offer Documents. (g) The Subscriber acknowledges that this subscription is and shall be irrevocable and this subscription and the agreements contained herein shall survive the insolvency, death or disability of the Subscriber (as applicable), except that the Subscriber shall have no obligation hereunder in the event that its subscription is for any reason rejected or the Offering is cancelled or terminated by the Company, which the Company reserves the right to do in its sole and absolute discretion and for any reason. (h) The Subscriber or the Subscriber’s purchaser representative has such knowledge and experience in finance, securities, taxation, investments and other business matters so as to be able to protect the interests of the Subscriber in connection with this transaction. (i) The Subscriber understands the various risks of an investment in the Company as proposed herein and can afford to bear such risks, including, without limitation, the risks of losing the entire investment. (j) The Subscriber acknowledges that no market for the Shares (or the Common Shares into which they are convertible) presently exists and none may develop in the future and that the Subscriber may find it impossible to liquidate the investment at a time when it may be desirable to do so, or at any other time. (k) The Subscriber has been advised by the Company that neither the Shares nor the Warrants being offered (or the Common Shares into which the Shares are convertible of for which the Warrants are exercisable) have been registered under the Securities Act, that the Shares and the Warrants will be issued on the basis of the statutory exemption provided by Section 4(2) of the Securities Act or Regulation D promulgated thereunder, or both, relating to transactions by an issuer not involving any public offering and under similar exemptions under certain state securities laws; that this transaction has not been reviewed by, passed on or submitted to any United States Federal or state agency or self-regulatory organization where an exemption is being relied upon; and that the Company’s reliance thereon is based in part upon the representations made by the Subscriber in this Agreement. (l) The Subscriber acknowledges that the Subscriber has been informed by the Company of, or is otherwise familiar with, the nature of the limitations imposed by the Securities Act and the rules and regulations thereunder on the transfer of the Shares and the Warrants acquired hereunder (or the Common Shares into which the Shares are convertible of for which the Warrants are exercisable). In particular, the Subscriber agrees that no sale, assignment or transfer of any of the Shares or the Warrants acquired by the Subscriber (or the Common Shares into which the Shares are convertible of for which the Warrants are exercisable) shall be valid or effective, and the Company shall not be required to give any effect to such a sale, assignment or transfer, unless (i) the sale, assignment or transfer of such Shares or Warrants are registered under the Securities Act, it being understood that the Shares or the Warrants are not currently registered for sale and that the Company has no obligation or intention to so register the Shares or the Warrants, except as contemplated by the terms of this Agreement; (ii) the Shares (or the Common Shares into which the Shares are convertible of for which the Warrants are exercisable) are sold, assigned or transferred in accordance with all the requirements and limitations of Rule 144 under the Securities Act (it being understood that Rule 144 is not available at the present time for the sale of the Shares or the Warrants), or (iii) such sale, assignment or transfer is otherwise exempt from registration under the Securities Act, including Regulation S promulgated thereunder. The Subscriber further understands that an opinion of counsel and other documents may be required to transfer the Shares or the Warrants. (m) The Subscriber acknowledges that the Shares to be acquired will be subject to a stop transfer order and any certificate or certificates evidencing any Shares shall bear the following or a substantially similar legend and such other legends as may be required by state blue sky laws: “THE SHARES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT.” The Subscriber acknowledges that the Warrants to be acquired will be subject to a stop transfer order and the certificate or certificates evidencing the Warrants shall bear the following or a substantially similar legend and such other legends as may be required by state blue sky laws: “THE WARRANTS EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT.” (n) The Subscriber will acquire the Shares and the Warrants for the Subscriber’s own account (or, if such individual is married, for the joint account of the Subscriber and the Subscriber’s spouse either in joint tenancy, tenancy by the entirety or tenancy in common) for investment and not with a view to the sale or distribution thereof or the granting of any participation therein in violation of the securities laws, and has no present intention of distributing or selling to others any of such interest or granting any participation therein in violation of the securities laws. (o) No representation, guarantee or warranty has been made to the Subscriber by any broker, the Company, any of the officers, directors, stockholders, partners, employees or agents of any of them, or any other persons, whether expressly or by implication, that: (I) the Company or the Subscriber will realize any given percentage of profits and/or amount or type of consideration, profit or loss as a result of the Company’s activities or the Subscriber’s investment in the Company; or (II) the past performance or experience of the management of the Company, or of any other person, will in any way indicate the predictable results of the ownership of the Shares or the Warrants or of the Company’s activities. (p) The Subscriber is not subscribing for the Shares or the Warrants as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or similar gathering; or any solicitation of a subscription by a person, other than Company personnel, previously not known to the undersigned. (q) The Subscriber is not relying on the Company with respect to the tax considerations or the economic merit of an investment. (r) The Subscriber understands that the net proceeds from all subscriptions paid and accepted pursuant to the Offering (after deduction for commissions, discounts and expenses of the Offering) will be used in all material respects to fund the business and operations of the Company in the discretion of management. (s) The Subscriber acknowledges that the representations, warranties and agreements made by the Subscriber herein shall survive the execution and delivery of this Agreement and the purchase of the Shares and the Warrants. (t) The Subscriber has consulted the Subscriber’s own financial, legal and tax advisors with respect to the economic, legal and tax consequences of an investment in the Shares and the Warrants and has not relied on the Other Offer Documents or the Company, its officers, directors or professional advisors for advice as to such consequences. (u) Except as set forth on the signature page hereto, the Subscriber has not engaged any broker or other person or entity that is entitled to a commission, fee or other remuneration as a result of the execution, delivery or performance of this Agreement.

Representations, Warranties and Covenants of the Subscriber. The Subscriber hereby represents and warrants to and covenants with the Corporation, acknowledging that the Corporation is relying upon such representations, warranties and covenants in making its decision to enter into this Subscription Agreement that: (a) if the Subscriber sells the Purchased Securities, it will comply with the securities legislation of the jurisdiction in which said Subscriber resides; (b) the purchase of the Purchased Units by the Subscriber does not contravene any of the applicable securities legislation in the jurisdiction in which it is resident and does not trigger (i) any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase, and (ii) any registration or other obligation on the part of the Corporation; (c) the Subscriber is incorporated under the laws of, or is a resident of, Switzerland ---------------------------------------------------------------------- (and, without limiting the generality of the foregoing, is not a "U.S. Person" (as defined in Rule 902(o) of Regulation S ("Regulation S") promulgated by the United States Securities and Exchange Commission and meaning, generally, any natural person resident in the United States, any corporation or partnership incorporated or organized under the laws of the United States, or any estate or trust of which any executor, administrator or trustee is a U.S. Person), and the Subscriber is not purchasing the Purchased Units for the account or benefit of any U.S. Person or for offering, resale or delivery for the account or benefit of any U.S. Person or for the account of any person in any jurisdiction other than the jurisdiction set out in the name and address of the Subscriber below and the Subscriber does not have any agreement or understanding (either written or oral) with any U.S. Person or a person in the jurisdiction referenced above in this Section 9(c): (i) the transfer or assignment of any rights or interest in any of the Purchased Securities underlying the Purchased Units; or (ii) the division of profits, losses, fees, commissions, or any financial stake in connection with this subscription; (d) no offer of Purchased Units was made to the Subscriber in the "United States" (as defined in Regulation S under the U.S. Securities Act) and the Subscriber did not execute this Subscription Agreement in the United States; (e) the activities of the Subscriber contemplated hereunder are not a scheme to avoid the registration requirements of the U.S. Securities Act; (f) the Subscriber has no intention to distribute, and shall not transfer, either directly or indirectly, until after 41 days from the Closing Date, any of the Purchased Securities to any person within the United States or to "U.S. Persons" (as defined in Regulation S under the U.S. Securities Act); (g) the Subscriber is at arm's length to and is not an "insider" (as such term is defined by the Securities Act (Ontario)) of the Corporation; (h) the Subscriber is duly incorporated, organized and validly subsisting under the laws of the jurisdiction of its incorporation; (i) this Subscription Agreement has been duly authorized, executed and delivered by, and constitutes a legal, valid, binding and enforceable obligation of, the Subscriber or the beneficial subscriber for whom the Subscriber is purchasing; (j) the Subscriber is capable of assessing the proposed investment contemplated herein as a result of the Subscriber's experience and financial and business acumen or as a result of advice received from a registered person other than the Corporation or any affiliates thereof, and is capable of evaluating the merits and risks of its investment herein and is able to bear the economic risk of loss of its entire investment; and (k) the entering into of this Subscription Agreement and the completion of the transaction contemplated hereby will not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of the Subscriber or of any agreement, written or oral, to which the Subscriber is a party or by which the Subscriber is bound.

Representations, Warranties and Covenants of the Subscriber. The Subscriber hereby represents and warrants to and covenants with the Corporation, acknowledging that the Corporation is relying upon such representations, warranties and covenants in making its decision to enter into this Subscription Agreement that: (a) if the Subscriber sells the Purchased Securities, it will comply with the securities legislation of the jurisdiction in which said Subscriber resides; (b) the purchase of the Purchased Units by the Subscriber does not contravene any of the applicable securities legislation in the jurisdiction in which it is resident and does not trigger (i) any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase, and (ii) any registration or other obligation on the part of the Corporation; (c) the Subscriber is incorporated under the laws of, or is a resident of, Switzerland The Republic of Liberia (and, without limiting the generality of the foregoing, is not a "U.S. Person" (as defined in Rule 902(o) of Regulation S ("Regulation S") promulgated by the United States Securities and Exchange Commission and meaning, generally, any natural person resident in the United States, any corporation or partnership incorporated or organized under the laws of the United States, or any estate or trust of which any executor, administrator or trustee is a U.S. Person), and the Subscriber is not purchasing the Purchased Units for the account or benefit of any U.S. Person or for offering, resale or delivery for the account or benefit of any U.S. Person or for the account of any person in any jurisdiction other than the jurisdiction set out in the name and address of the Subscriber below and the Subscriber does not have any agreement or understanding (either written or oral) with any U.S. Person or a person in the jurisdiction referenced above in this Section 9(c): (i) the transfer or assignment of any rights or interest in any of the Purchased Securities underlying the Purchased Units; or (ii) the division of profits, losses, fees, commissions, or any financial stake in connection with this subscription; (d) no offer of Purchased Units was made to the Subscriber in the "United States" (as defined in Regulation S under the U.S. Securities Act) and the Subscriber did not execute this Subscription Agreement in the United States; (e) the activities of the Subscriber contemplated hereunder are not a scheme to avoid the registration requirements of the U.S. Securities Act; (f) the Subscriber has no intention to distribute, and shall not transfer, either directly or indirectly, until after 41 days from the Closing Date, any of the Purchased Securities to any person within the United States or to "U.S. Persons" (as defined in Regulation S under the U.S. Securities Act); (g) the Subscriber is at arm's length to and is not an "insider" (as such term is defined by the Securities Act (Ontario)) of the Corporation; (h) the Subscriber is duly incorporated, organized and validly subsisting under the laws of the jurisdiction of its incorporation; (i) this Subscription Agreement has been duly authorized, executed and delivered by, and constitutes a legal, valid, binding and enforceable obligation of, the Subscriber or the beneficial subscriber for whom the Subscriber is purchasing; (j) the Subscriber is capable of assessing the proposed investment contemplated herein as a result of the Subscriber's experience and financial and business acumen or as a result of advice received from a registered person other than the Corporation or any affiliates thereof, and is capable of evaluating the merits and risks of its investment herein and is able to bear the economic risk of loss of its entire investment; and (k) the entering into of this Subscription Agreement and the completion of the transaction contemplated hereby will not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of the Subscriber or of any agreement, written or oral, to which the Subscriber is a party or by which the Subscriber is bound.

Representations, Warranties and Covenants of the Subscriber. 3.1 The Subscriber hereby represents and represents, warrants to and covenants with to the CorporationCompany (on its own behalf and, acknowledging that the Corporation is relying upon such for certainty, on behalf of each Disclosed Principal, if applicable) (which representations, warranties and covenants are true and correct as at the date hereof and shall survive the Closing Date) the following, and acknowledges that the Company and its counsel are relying on such representations and warranties in making its decision to enter into this Subscription Agreement thatconnection with the transactions contemplated herein: (a) if the Subscriber sells is resident, or if not an individual, has a head office, in the Purchased Securities, it will comply with jurisdiction indicated on the securities legislation cover page of this Subscription Agreement and such address was not created and is not used solely for the purpose of acquiring Shares. The purchase by and sale to the Subscriber of the Shares, and any act, solicitation, conduct or negotiation directly or indirectly in furtherance of such purchase or sale (whether with or with respect to the Subscriber or any Disclosed Principal) has occurred only in such jurisdiction and in which said Subscriber residesthe jurisdiction of the Disclosed Principal and the investment manager, if any, of the Subscriber; (b) the Subscriber will not become a “control person” within the meaning of Canadian Securities Laws (generally meaning a person controlling more than 20% of the outstanding Shares) by virtue of the purchase of the Purchased Units by the Subscriber does not contravene any of the applicable securities legislation in the jurisdiction in which it is resident Shares, and does not trigger (i) any obligation intend to prepare and file a prospectus or similar document, or act in concert with any other report with respect person to such purchase, and (ii) any registration or other obligation on the part form a control group of the CorporationCompany in connection with the acquisition of the Shares; (c) the Subscriber is incorporated under an “accredited investor” within the meaning of NI 45 106, it is not an individual and it was not created or used solely to purchase or hold securities as an accredited investor as described in paragraph (m) of the Subscriber Certificate, and the Subscriber has concurrently executed and delivered to the Company the Subscriber Certificate in the form attached as Schedule A to this Subscription Agreement; (d) if the Subscriber is, or is subscribing for the account or benefit of, a person in the United States or a U.S. Person: (i) the Subscriber agrees to the additional terms in the United States Purchasers Representation Letter attached as Schedule B hereto; and (ii) the Subscriber (and, if applicable, such beneficial purchaser) is a U.S. Accredited Investor and the Subscriber has completed Schedule B hereto and has identified in Schedule B the appropriate category of U.S. Accredited Investor that correctly and in all respects describes the Subscriber (and, if applicable, such beneficial purchaser); (e) if the Subscriber is resident in or otherwise subject to the securities laws of a jurisdiction outside of Canada and the United States (the “International Jurisdiction”), then: (i) the Subscriber is knowledgeable of, or is a resident ofhas been independently advised as to, Switzerland (and, without limiting the generality any applicable securities laws of the foregoingInternational Jurisdiction which would apply to this subscription; (ii) the Company is offering and selling the Shares and the Subscriber is purchasing the Subscriber Shares pursuant to exemptions from the prospectus and registration requirements under the applicable securities laws of the International Jurisdiction or, if such is not a "applicable, the Company is permitted to offer and sell the Subscriber Shares and the Subscriber is permitted to purchase the Subscriber Shares under the applicable securities laws of such International Jurisdiction without the need to rely on exemptions; (iii) the applicable securities laws of the International Jurisdiction do not require the Company to prepare and/or file any documents or be subject to ongoing reporting requirements or seek any approvals of any kind whatsoever in respect of the offer and sale of the Shares to the Subscriber from any regulatory authority of any kind whatsoever in the International Jurisdiction or any other securities laws to which the Subscriber is subject; and (iv) the Subscriber will not sell, transfer or dispose of any Securities except in accordance with all applicable laws, including applicable Canadian Securities Laws, the U.S. Person" (as defined in Rule 902(o) of Regulation S ("Regulation S") promulgated by the United States Securities and Exchange Commission and meaning, generally, Act or any natural person resident applicable state securities laws in the United States, and the Subscriber acknowledges that the Company shall have no obligation to register any corporation such purported sale, transfer or partnership incorporated or organized disposition which violates such applicable laws; (f) the Subscriber acknowledges that (i) the Shares have not been and will not be registered under the U. S. Securities Act or the applicable securities laws of any state of the United States, (ii) the Shares may not be offered or any estate sold, directly or trust of which any executorindirectly, administrator in the United States or trustee is a U.S. Person), and the Subscriber is not purchasing the Purchased Units to or for the account or benefit of any U.S. Person U. S. Persons or for offering, resale or delivery for the account or benefit of any U.S. Person or for the account of any person in any jurisdiction other than the jurisdiction set out persons in the name and address of the Subscriber below and the Subscriber does not have any agreement or understanding (either written or oral) with any U.S. Person or a person in the jurisdiction referenced above in this Section 9(c): (i) the transfer or assignment of any rights or interest in any of the Purchased Securities underlying the Purchased Units; or (ii) the division of profits, losses, fees, commissions, or any financial stake in connection with this subscription; (d) no offer of Purchased Units was made to the Subscriber in the "United States" (as defined in Regulation S States without registration under the U.S. Securities Act) Act and the Subscriber did not execute this Subscription Agreement in any applicable securities laws of any state of the United StatesStates or compliance with requirements of an exemption from registration and, accordingly, the Shares are or will be when issued, as applicable, “restricted securities” within the meaning of Rule 144(a)(3) of the U.S. Securities Act, and (iv) the Company has no present intention of filing a registration statement under the U.S. Securities Act in respect of the Shares, except as contemplated under Section 5.9; (eg) to the activities Subscriber’s knowledge, the current structure of the Subscriber Private Placement and all transactions and activities contemplated hereunder are is not a scheme to avoid the registration requirements of the U.S. U. S. Securities Act; (f) the Subscriber has no intention to distribute, and shall not transfer, either directly or indirectly, until after 41 days from the Closing Date, any of the Purchased Securities to any person within the United States or to "U.S. Persons" (as defined in Regulation S under the U.S. Securities Act); (g) the Subscriber is at arm's length to and is not an "insider" (as such term is defined by the Securities Act (Ontario)) of the Corporation; (h) the Subscriber acknowledges that: (i) no prospectus has been or is duly incorporatedintended to be filed by the Company with the Ontario Securities Commission or any other securities commission in connection with the issuance of the Shares, (ii) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities, (iii) there is no government or other insurance covering the Securities and there are risks associated with the purchase of the Securities, (iv) there are restrictions on the Subscriber’s ability to resell the Securities imposed by applicable Canadian Securities Laws and U.S. securities laws and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with them before reselling such Securities, organized and (v) the Company has advised the Subscriber that the Company is relying on an exemption from the requirements to provide the Subscriber with a prospectus (and validly subsisting in the case of Subscribers who are not subject to Canadian Securities Laws, to sell securities through a person registered to sell securities under Canadian Securities Laws), and as a consequence of acquiring the Shares pursuant to this exemption: (A) certain protections, rights and remedies provided by Canadian Securities Laws and any other applicable securities laws, including statutory rights of rescission or damages, will not be available to the Subscriber; (B) the Subscriber may not receive information that might otherwise be required to be provided to the Subscriber under Canadian Securities Laws and any other applicable securities laws, if the exemption was not being used; and (C) the Company is relieved from certain obligations that would otherwise apply under the laws of the jurisdiction of its incorporationapplicable Canadian Securities Laws and any other applicable securities laws, if an exemption was not being used; (i) the Subscriber has not received, nor has the Subscriber requested, nor does the Subscriber have any need to receive, any offering memorandum, or any other document describing the business and affairs of the Company in order to assist the Subscriber in making an investment decision in respect of the Shares and the Subscriber has not become aware of any advertisement in printed media of general and regular paid circulation, radio or television with respect to the distribution of the Shares; (j) except for knowledge of the Private Placement, the Subscriber has no knowledge of a “material fact” or “material change” (as those terms are defined under applicable Canadian Securities Laws) in respect of the Company that has not been generally disclosed to the public; (k) the Subscriber’s decision to subscribe for the Shares was not based upon, and the Subscriber has not relied upon, any verbal or written representations as to fact made by or on behalf of the Company and their respective directors, officers, employees, agents and representatives other than the Company’s representations set forth in this Agreement. The Subscriber’s decision to subscribe for the Shares was based solely upon this Subscription Agreement (including the Company’s representations set forth in this Subscription Agreement) and information about the Company which is publicly available; (l) counsel to the Company, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ Procter LLP, and their respective directors, officers, employees, agents, partners and representatives assume no responsibility or liability of any nature whatsoever for the accuracy or adequacy of any such publicly available information concerning the Company or as to whether all information concerning the Company that is required to be disclosed or filed by the Company under the Canadian Securities Laws and any applicable securities laws has been so disclosed or filed; (m) the Subscriber acknowledges that no person has made to the Subscriber any written or oral representations: (i) that any person will resell or repurchase any of the Securities; (ii) that any person will refund the purchase price of any of the Securities; or (iii) as to the future price or value of any of the Securities; (n) the Subscriber acknowledges that (i) it has been independently advised as to restrictions with respect to trading in the Securities imposed by securities legislation in the jurisdiction in which the Subscriber resides, and (ii) no representation has been made to the Subscriber by or on behalf of the Company with respect to the resale of the Securities except as set forth herein; (o) the Subscriber will not resell the Securities, except in accordance with the provisions of applicable Canadian Securities Laws and Exchanges’ rules and policies and any other applicable securities laws; (p) the Subscriber understands and acknowledges that upon the original issuance thereof, and until such time as the same is no longer required under applicable requirements of applicable Canadian Securities Laws and any other applicable securities laws, the Shares subscribed for hereunder will be subject to the following restriction on transfer and any certificates representing such Shares and the Underlying Shares, if issued prior to the expiry of the applicable hold periods, and any certificates issued in exchange or, if applicable, transfer, therefor or in substitution thereof, will bear the following legends in addition to any other U.S. legends that may be required to be endorsed thereon as expressly provided in this Agreement: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [THE DATE THAT IS FOUR MONTHS PLUS ONE DAY FROM THE CLOSING DATE].”; and with respect to the Common Shares and Underlying Shares, “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE, HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF SUCH EXCHANGE SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON THE TORONTO STOCK EXCHANGE.” (q) the Subscriber consents to the Company making a notation on its records or giving instruction to the registrar and transfer agent of the Company’s securities in order to implement the restrictions on transfer set forth and described herein; (r) the Subscriber understands and agrees that (i) so long as the Shares and the Underlying Shares are subject to any restriction on transfer, such Securities cannot be traded through the facilities of the Exchanges since such Securities are not freely transferable and consequently are not “good delivery” in settlement of transactions on the Exchanges, and (ii) the Exchanges would deem the selling security holder to be responsible for any loss incurred on a sale made by the seller in such Securities; (s) the Subscriber has not received, nor does it expect to receive, any financial assistance from the Company, directly or indirectly, in respect of the Subscriber’s subscription for the Shares; (t) if the Subscriber is an individual, the Subscriber is of the full age of majority and is legally competent to execute this Subscription Agreement and take all action pursuant hereto; (u) if the Subscriber is a corporation, partnership, unincorporated association or other entity, it has the legal capacity to enter into and be bound by this Subscription Agreement and the Subscriber further certifies that all necessary approvals of directors, shareholders or otherwise have been given and obtained in connection with the Subscriber’s purchase of the Shares; (v) this Subscription Agreement has been duly and validly authorized, executed and delivered by, by and constitutes a legal, valid, binding and enforceable obligation ofof the Subscriber (except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by applicable law); (w) if the Subscriber is acting as agent or trustee (including, for greater certainty, a portfolio manager or comparable adviser) for a principal, the Subscriber is duly authorized to execute and deliver this Subscription Agreement and all other necessary documents in connection with such subscription on behalf of such principal, and this Subscription Agreement has been duly and validly authorized, executed and delivered by or on behalf of, and, when accepted by the Company, will constitute a legal, valid and binding obligation enforceable in accordance with the terms hereof (subject to bankruptcy, insolvency and other laws limiting the enforceability of creditors’ rights and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction) against, such principal; (x) if the Subscriber is not subscribing as principal, the Subscriber acknowledges that the Company may be required by law to disclose to applicable securities regulatory authorities or stock exchanges information concerning the identities of each beneficial subscriber purchaser for whom the Subscriber is purchasingacting hereunder; (jy) the Subscriber is capable of assessing the proposed investment contemplated herein as a result of the Subscriber's has such knowledge and experience and in financial and business acumen or affairs as a result of advice received from a registered person other than the Corporation or any affiliates thereof, and is to be capable of evaluating the merits and risks of its the Subscriber’s investment herein and is able to bear the economic risk risks of loss of its entire the Subscriber’s investment; and; (kz) the entering into Subscriber realizes that an investment in the Shares involves a high degree of this Subscription Agreement risk and will be a highly speculative investment; (aa) if required by the completion TSX, the Subscriber will execute, deliver, file and otherwise assist the Company in filing, such reports, undertakings and other documents with respect to the issue of the transaction contemplated hereby Shares as may be required by the TSX; (bb) the funds representing the aggregate subscription price for the Shares will not result in represent proceeds of crime for the violation of any purposes of the terms and provisions Proceeds of any law applicable to, or the constating documents of the Subscriber or of any agreement, written or oral, to which the Subscriber is a party or by which the Subscriber is bound.Crime (Money

Representations, Warranties and Covenants of the Subscriber. The Subscriber hereby represents and warrants to to, and covenants with the Corporation, acknowledging that the Corporation is relying upon such representations, warranties and covenants in making its decision to enter into this Subscription Agreement that: (a) if the The Subscriber sells the Purchased Securities, it will comply with the securities legislation of is resident in the jurisdiction in which said Subscriber residesset out on page 1 of this Agreement; (b) the purchase of the Purchased Units by the Subscriber does not contravene any of the applicable securities legislation in the jurisdiction in which it is resident and does not trigger (i) any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase, and (ii) any registration or other obligation on the part of the Corporation; (c) the Subscriber is incorporated under the laws of, or is a resident of, Switzerland (and, without limiting the generality of the foregoing, is not a "U.S. Person" (as defined in Rule 902(o) of Regulation S ("Regulation S") promulgated by the United States Securities and Exchange Commission and meaning, generally, any natural person resident in the United States, any corporation or partnership incorporated or organized under the laws of the United States, or any estate or trust of which any executor, administrator or trustee is a U.S. Person), and the Subscriber is not purchasing the Purchased Units for the account or benefit of any U.S. Person or for offering, resale or delivery for the account or benefit of any U.S. Person or for the account of any person in any jurisdiction other than the jurisdiction set out in the name and address of the Subscriber below and the Subscriber does not have any agreement or understanding (either written or oral) with any U.S. Person or a person in the jurisdiction referenced above in this Section 9(c):Either: (i) The Subscriber is purchasing the transfer or assignment Units as principal for its own account and not for the benefit of any rights other person, and not with a view to the resale or interest in distribution of all or any of the Purchased Securities underlying the Purchased UnitsSecurities; or (ii) If the division Subscriber is acting as agent or trustee for one or more beneficial purchasers, each beneficial purchaser is purchasing as principal for its own account for investment purposes only and not for the benefit of profitsany other person, losses, fees, commissions, and not with a view to the resale or distribution of all or any financial stake of the Units, and each beneficial purchaser complies with the applicable clause of paragraph (c) below as is applicable to it by virtue of its jurisdiction of residence; (c) The Subscriber will only offer, sell or otherwise transfer the Securities pursuant to an effective registration statement under the U.S. Securities Act or pursuant to an exemption from the registration requirements imposed by the U.S. Securities Act and in connection compliance with this subscriptionstate Applicable Securities Laws (and, in each case where there is no effective registration statement, only if an opinion of counsel of recognized standing reasonably satisfactory to the Corporation or other certifications reasonably satisfactory to the Corporation, have been provided to the Corporation to that effect); (d) The Subscriber acknowledges and agrees that the Securities will be “restricted securities” within the meaning of Rule 144(a)(3) under the 1933 Act and will remain “restricted (e) The Subscriber has no offer contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge to such person, or anyone else, the Securities or any part thereof, or any interest therein, and has no present plans to enter into any such contract, undertaking, agreement or arrangement; (f) The Subscriber is a U.S. Subscriber and: (i) The Subscriber is a U.S. Accredited Investor and has completed the U.S. Accredited Investor Certificate in the form attached hereto as Schedule “B”; (ii) The Subscriber acknowledges that it is acquiring the Securities as an investment for its own account or for the account of Purchased a U.S. Accredited investor for which it exercises sole investment discretion and not with a view to any resale, distribution or other disposition of the Securities in violation of U.S. federal or state Applicable Securities Laws; (iii) The Subscriber acknowledges that it will be required to confirm its status as a U.S. Accredited Investor and make representations similar to those contained in this paragraph (f) at the time of exercise of any Warrants; (iv) The Subscriber understands and acknowledges that the Securities have not been registered under the U.S. Securities Act or any state securities laws and that the sale of the Units was contemplated hereby is being made to the Subscriber a limited number of U.S. Accredited Investors in the "United States" (as defined in Regulation S transactions not requiring registration under the U.S. Securities Act; accordingly the Securities are “restricted securities” within the meaning of Rule 144(a)(3) and the Subscriber did not execute this Subscription Agreement in the United States; (e) the activities of the Subscriber contemplated hereunder are not a scheme to avoid the registration requirements of under the U.S. Securities Act; (fv) The Subscriber acknowledges that the Corporation has not registered the offer and sale to the Subscriber has no intention to distribute, and shall not transfer, either directly or indirectly, until after 41 days from the Closing Date, any of the Purchased Securities to any person within the United States or to "U.S. Persons" (as defined in Regulation S under the U.S. Securities ActAct and until a registration statement registering resales of the Unit Shares and Warrant Shares becomes effective, as contemplated by the registration rights granted by the Corporation pursuant to Schedule “D”, the Subscriber acknowledges that there are substantial restrictions on the transferability of, and that it may not readily be possible for the Subscriber to liquidate its investment in, the Unit Shares or the Warrant Shares; and (vi) The Subscriber acknowledges and confirms that the purchase of the Units has not been made through or as a result of any general solicitation or general advertising (as such terms are defined in Rule 502(c) of Regulation D); (g) The Subscriber has completed, executed and delivered to the Subscriber is at arm's length to and is not an "insider" (Corporation the Investor Exemptions Certificate in the form attached hereto as such term is defined by the Securities Act (Ontario)) of the CorporationSchedule “A”, together with all applicable exhibits thereto; (h) The Subscriber has not been created and is not being used primarily to permit the Subscriber is duly incorporated, organized and validly subsisting under the laws purchase of the jurisdiction Units without a prospectus in reliance on an exemption from the prospectus requirements of its incorporationApplicable Securities Laws or other applicable Laws; (i) If the Subscriber is an individual, the Subscriber has attained the age of majority and is legally competent to execute this Subscription Agreement and to take all actions required pursuant hereto and if the Subscriber is not an individual, this Agreement has been duly authorized, executed and delivered by, and constitutes a legal, valid, valid and binding agreement of the undersigned and enforceable obligation of, the Subscriber or the beneficial subscriber for whom if the Subscriber is purchasinga corporation, it has been duly incorporated and validly exists under the Laws of its jurisdiction of incorporation or continuance and this Agreement has been duly authorized by all necessary corporate action and constitutes a legal and binding agreement of the corporation; (j) the The Subscriber is capable of assessing and evaluating the proposed risks and merits of this investment contemplated herein as a result of the Subscriber's ’s financial, investment or business experience and financial and business acumen or as a result of advice received from a registered person other than the Corporation or any affiliates an Affiliate thereof, and is capable of evaluating the merits and risks of its investment herein and Subscriber is able to bear the economic risk of loss of its entire investment; and; (k) This Agreement has been duly and validly authorized, executed and delivered by and constitutes a legal, valid, binding and enforceable obligation of the Subscriber except that the enforceability of this Agreement may be subject to bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium and similar Laws affecting creditors’ rights generally and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) and will not violate or conflict with the terms of any restriction, agreement or undertaking to which the Subscriber is a party; (l) No prospectus or offering memorandum within the meaning of Applicable Securities Laws has been delivered to or summarized for or seen by the Subscriber in connection with the Offering and the Subscriber is not aware of any prospectus or offering memorandum having been prepared by the Corporation; (m) The Subscriber has no intention to, and will not, distribute (either directly or indirectly), any of the Securities in the United States, except in compliance with the U.S. Securities Act and the Applicable Securities Laws of all applicable states of the United States or if an exemption from such requirements is available; (n) The entering into of this Subscription Agreement and the completion of the transaction transactions contemplated hereby will not result in the violation of any of the terms and provisions of any law Law applicable to, or the constating documents of of, the Subscriber or of any agreement, written or oral, to which the Subscriber is may be a party or by which it is or may be bound or the termination of any such agreement; (o) The Subscriber will execute and deliver within the approved time periods, all documentation as may be required by the Applicable Securities Laws or other applicable Laws to permit the purchase and sale of the Units on terms herein set forth; (p) If required by Applicable Securities Laws or other applicable Laws the Subscriber will execute, deliver, file and otherwise assist the Corporation in filing such reports, undertakings and other documents with respect to the issuance of the Units as may be required; (q) In the case of the purchase of Units by the Subscriber as trustee or agent, the Subscriber has due and proper authority to act as trustee or agent for and on behalf of such beneficial purchaser in connection with the transactions contemplated hereby. The Subscriber is boundduly authorized to execute and deliver this Agreement and all other necessary documentation in connection with such purchase on behalf of such beneficial purchaser and this Agreement has been duly authorized, executed and delivered by or on behalf of, and constitutes a legal, valid and binding agreement of, such beneficial purchaser, and the representations and warranties contained in this Agreement are being made on behalf of such beneficial purchaser; (r) The Corporation has provided the Subscriber with the opportunity to ask questions and seek answers concerning this Agreement and the Subscriber has had access to all information concerning the Corporation as it has considered necessary in connection with its decision to purchase the Units. The Subscriber further represents and warrants that the Subscriber has received satisfactory information concerning the business and financial condition of the Corporation in response to all inquiries in respect thereof; (s) The Corporation’s legal counsel is acting solely for the Corporation in connection with the Offering, the Subscriber may not rely upon such counsel in any respect and the Subscriber has been encouraged to and should obtain independent legal, income tax and investment advice with respect to its subscription; (t) To the best of the Subscriber’s knowledge none of the Funds (i) have been or will be derived from or related to any activity that is deemed criminal under the Laws the United States of America or any other jurisdiction, or (ii) are being tendered on behalf of a person or entity who has not been identified to the Subscriber. The Subscriber will promptly notify the Corporation if the Subscriber discovers that any of such representations ceases to be true, and will provide the Corporation with appropriate information in connection therewith; and (u) The Subscriber has read and understands the contents of this Agreement and agrees to be legally bound hereby.

Representations, Warranties and Covenants of the Subscriber. 6.1 The Subscriber hereby represents and warrants to and covenants with the Corporation, acknowledging that the Corporation is relying upon such Company (which representations, warranties and covenants in making its decision to enter into this Subscription Agreement shall survive the Closing) that: (a) if the Subscriber sells has the Purchased Securities, it will comply with the securities legislation of the jurisdiction in which said Subscriber resides; (b) the purchase of the Purchased Units by the Subscriber does not contravene any of the applicable securities legislation in the jurisdiction in which it is resident legal capacity and does not trigger (i) any obligation competence to prepare enter into and file a prospectus or similar document, or any other report with respect to such purchase, and (ii) any registration or other obligation on the part of the Corporation; (c) the Subscriber is incorporated under the laws of, or is a resident of, Switzerland (and, without limiting the generality of the foregoing, is not a "U.S. Person" (as defined in Rule 902(o) of Regulation S ("Regulation S") promulgated by the United States Securities and Exchange Commission and meaning, generally, any natural person resident in the United States, any corporation or partnership incorporated or organized under the laws of the United States, or any estate or trust of which any executor, administrator or trustee is a U.S. Person), and the Subscriber is not purchasing the Purchased Units for the account or benefit of any U.S. Person or for offering, resale or delivery for the account or benefit of any U.S. Person or for the account of any person in any jurisdiction other than the jurisdiction set out in the name and address of the Subscriber below and the Subscriber does not have any agreement or understanding (either written or oral) with any U.S. Person or a person in the jurisdiction referenced above in this Section 9(c): (i) the transfer or assignment of any rights or interest in any of the Purchased Securities underlying the Purchased Units; or (ii) the division of profits, losses, fees, commissions, or any financial stake in connection with this subscription; (d) no offer of Purchased Units was made to the Subscriber in the "United States" (as defined in Regulation S under the U.S. Securities Act) and the Subscriber did not execute this Subscription Agreement in the United States; (e) the activities of the Subscriber contemplated hereunder are not a scheme and to avoid the registration requirements of the U.S. Securities Act; (f) the Subscriber has no intention to distributetake all actions required pursuant hereto and, and shall not transfer, either directly or indirectly, until after 41 days from the Closing Date, any of the Purchased Securities to any person within the United States or to "U.S. Persons" (as defined in Regulation S under the U.S. Securities Act); (g) if the Subscriber is at arm's length to and is not an "insider" (as such term is defined by the Securities Act (Ontario)) of the Corporation; (h) the Subscriber a corporation, it is duly incorporated, organized incorporated and validly subsisting under the laws of the its jurisdiction of incorporation and all necessary approvals by its incorporationdirectors, shareholders and others have been obtained to authorize execution and performance of this Subscription Agreement on behalf of the Subscriber; (i) this Subscription Agreement has been duly authorized, executed and delivered by, and constitutes a legal, valid, binding and enforceable obligation of, the Subscriber or the beneficial subscriber for whom the Subscriber is purchasing; (j) the Subscriber is capable of assessing the proposed investment contemplated herein as a result of the Subscriber's experience and financial and business acumen or as a result of advice received from a registered person other than the Corporation or any affiliates thereof, and is capable of evaluating the merits and risks of its investment herein and is able to bear the economic risk of loss of its entire investment; and (kb) the entering into of this Subscription Agreement and the completion of the transaction transactions contemplated hereby will do not result in the violation of any of the terms and provisions of any law applicable to, to the Subscriber or the constating documents Company in the jurisdiction of the Subscriber Subscriber's residence or of any agreement, written or oral, to which the Subscriber is may be a party or by which the Subscriber is or may be bound; (c) the Subscriber has duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber in accordance with its terms; (d) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person; (e) if the Subscriber is resident in British Columbia or Alberta, and is not an Accredited Investor, the Subscriber is (CHECK ONE OR MORE OF THE FOLLOWING BOXES): (A) a director, officer, employee or control person of the [ ] Company (B) a spouse, parent, grandparent, brother, sister or child [ ] of a director, senior officer or control person of the Company (C) a close personal friend of a director, senior officer [ ] or control person of the Company (D) a close business associate of a director, senior [ ] officer or control person of the Company (f) if the Subscriber has checked one or more of boxes B, C or D in paragraph 6.1(e) above, the director(s), senior officer(s), or control person(s) of the Company with whom the Subscriber has the relationship is : ------------------------------------------------------- ------------------------------------------------------- ------------------------------------------------------- (FILL IN THE NAME OF EACH DIRECTOR. SENIOR OFFICER AND CONTROL PERSON WHICH YOU HAVE THE ABOVE-MENTIONED RELATIONSHIP WITH). (g) the Subscriber is not a U.S. Person; (h) the Subscriber is resident in the jurisdiction set out under the heading "Name and Address of Subscriber" on the signature page of this Subscription Agreement; (i) the sale of the Shares to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber; (j) the Subscriber is acquiring the Shares for investment only and not with a view to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Shares in the United States or to U.S. Persons; (k) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares as principal for the Subscriber's own account (except for the circumstances outlined in paragraph 6.1(n)) for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares; (l) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares; (m) the Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; (n) if the Subscriber is acquiring the Shares as a fiduciary or agent for one or more investor accounts: (i) the Subscriber has sole investment discretion with respect to each such account and it has full power to make the foregoing acknowledgements, representations and agreements on behalf of such account, and (ii) the investor accounts for which the Subscriber acts as a fiduciary or agent satisfy the definition of an "Accredited Investor", as the term is adopted by the British Columbia and Alberta Securities Commissions; (o) the Subscriber acknowledges that the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S under the 1933 Act) in the United States in respect of the Shares ▇▇▇▇▇ ▇ould include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of the Shares pursuant to registration of the Shares pursuant to the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements and as otherwise provided herein; (p) the Subscriber is not aware of any advertisement of any of the Shares; and (q) no person has made to the Subscriber any written or oral representations: (i) that any person will resell or repurchase any of the Shares; (ii) that any person will refund the purchase price of any of the Shares; (iii) as to the future price or value of any of the Shares; or (iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system.

Representations, Warranties and Covenants of the Subscriber. The Subscriber hereby represents and warrants to and covenants with the Corporation, acknowledging that the Corporation is relying upon such representations, warranties and covenants in making its decision to enter into this Subscription Agreement that: (a) if the Subscriber sells the Purchased Securities, it will comply with the securities legislation of the jurisdiction in which said Subscriber resides; (b) the purchase of the Purchased Units by the Subscriber does not contravene any of the applicable securities legislation in the jurisdiction in which it is resident and does not trigger (i) any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase, and (ii) any registration or other obligation on the part of the Corporation; (c) the Subscriber is incorporated under the laws of, or is a resident of, Switzerland Barbados (and, without limiting the generality of the foregoing, is not a "U.S. Person" (as defined in Rule 902(o) of Regulation S ("Regulation S") promulgated by the United States Securities and Exchange Commission and meaning, generally, any natural person resident in the United States, any corporation or partnership incorporated or organized under the laws of the United States, or any estate or trust of which any executor, administrator or trustee is a U.S. Person), and the Subscriber is not purchasing the Purchased Units for the account or benefit of any U.S. Person or for offering, resale or delivery for the account or benefit of any U.S. Person or for the account of any person in any jurisdiction other than the jurisdiction set out in the name and address of the Subscriber below and the Subscriber does not have any agreement or understanding (either written or oral) with any U.S. Person or a person in the jurisdiction referenced above in this Section 9(c): (i) the transfer or assignment of any rights or interest in any of the Purchased Securities underlying the Purchased Units; or (ii) the division of profits, losses, fees, commissions, or any financial stake in connection with this subscription; (d) no offer of Purchased Units was made to the Subscriber in the "United States" (as defined in Regulation S under the U.S. Securities Act) and the Subscriber did not execute this Subscription Agreement in the United States; (e) the activities of the Subscriber contemplated hereunder are not a scheme to avoid the registration requirements of the U.S. Securities Act; (f) the Subscriber has no intention to distribute, and shall not transfer, either directly or indirectly, until after 41 days from the Closing Date, any of the Purchased Securities to any person within the United States or to "U.S. Persons" (as defined in Regulation S under the U.S. Securities Act); (g) the Subscriber is at arm's length to and is not an "insider" (as such term is defined by the Securities Act (Ontario)) of the Corporation; (h) the Subscriber is duly incorporated, organized and validly subsisting under the laws of the jurisdiction of its incorporation; (i) this Subscription Agreement has been duly authorized, executed and delivered by, and constitutes a legal, valid, binding and enforceable obligation of, the Subscriber or the beneficial subscriber for whom the Subscriber is purchasing; (j) the Subscriber is capable of assessing the proposed investment contemplated herein as a result of the Subscriber's experience and financial and business acumen or as a result of advice received from a registered person other than the Corporation or any affiliates thereof, and is capable of evaluating the merits and risks of its investment herein and is able to bear the economic risk of loss of its entire investment; and (k) the entering into of this Subscription Agreement and the completion of the transaction contemplated hereby will not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of the Subscriber or of any agreement, written or oral, to which the Subscriber is a party or by which the Subscriber is bound.

Representations, Warranties and Covenants of the Subscriber. The Subscriber hereby represents and warrants to and covenants with the Corporation, acknowledging that the Corporation is relying upon such representations, warranties and covenants in making its decision to enter into this Subscription Agreement that: (a) if the Subscriber sells the Purchased Securities, it will comply with the securities legislation of the jurisdiction in which said Subscriber resides; (b) the purchase of the Purchased Units by the Subscriber does not contravene any of the applicable securities legislation in the jurisdiction in which it is resident and does not trigger (i) any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase, and (ii) any registration or other obligation on the part of the Corporation; (c) the Subscriber is incorporated under the laws of, or is a resident of, Switzerland The Bahamas (and, without limiting the generality of the foregoing, is not a "U.S. Person" (as defined in Rule 902(o) of Regulation S ("Regulation S") promulgated by the United States Securities and Exchange Commission and meaning, generally, any natural person resident in the United States, any corporation or partnership incorporated or organized under the laws of the United States, or any estate or trust of which any executor, administrator or trustee is a U.S. Person), and the Subscriber is not purchasing the Purchased Units for the account or benefit of any U.S. Person or for offering, resale or delivery for the account or benefit of any U.S. Person or for the account of any person in any jurisdiction other than the jurisdiction set out in the name and address of the Subscriber below and the Subscriber does not have any agreement or understanding (either written or oral) with any U.S. Person or a person in the jurisdiction referenced above in this Section 9(c): (i) the transfer or assignment of any rights or interest in any of the Purchased Securities underlying the Purchased Units; or (ii) the division of profits, losses, fees, commissions, or any financial stake in connection with this subscription; (d) no offer of Purchased Units was made to the Subscriber in the "United States" (as defined in Regulation S under the U.S. Securities Act) and the Subscriber did not execute this Subscription Agreement in the United States; (e) the activities of the Subscriber contemplated hereunder are not a scheme to avoid the registration requirements of the U.S. Securities Act; (f) the Subscriber has no intention to distribute, and shall not transfer, either directly or indirectly, until after 41 days from the Closing Date, any of the Purchased Securities to any person within the United States or to "U.S. Persons" (as defined in Regulation S under the U.S. Securities Act); (g) the Subscriber is at arm's length to and is not an "insider" (as such term is defined by the Securities Act (Ontario)) of the Corporation; (h) the Subscriber is duly incorporated, organized and validly subsisting under the laws of the jurisdiction of its incorporation; (i) this Subscription Agreement has been duly authorized, executed and delivered by, and constitutes a legal, valid, binding and enforceable obligation of, the Subscriber or the beneficial subscriber for whom the Subscriber is purchasing; (j) the Subscriber is capable of assessing the proposed investment contemplated herein as a result of the Subscriber's experience and financial and business acumen or as a result of advice received from a registered person other than the Corporation or any affiliates thereof, and is capable of evaluating the merits and risks of its investment herein and is able to bear the economic risk of loss of its entire investment; and (k) the entering into of this Subscription Agreement and the completion of the transaction contemplated hereby will not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of the Subscriber or of any agreement, written or oral, to which the Subscriber is a party or by which the Subscriber is bound.

Representations, Warranties and Covenants of the Subscriber. The Subscriber hereby represents and warrants to and covenants with the Corporation, acknowledging that the Corporation is relying upon such representations, warranties and covenants in making its decision to enter into this Subscription Agreement that: (a) if the Subscriber sells the Purchased Securities, it will comply with the securities legislation of the jurisdiction in which said Subscriber resides; (b) the purchase of the Purchased Units by the Subscriber does not contravene any of the applicable securities legislation in the jurisdiction in which it is resident and does not trigger (i) any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase, and (ii) any registration or other obligation on the part of the Corporation; (c) the Subscriber is incorporated under the laws of, or is a resident of, Switzerland The British Virgin Islands (and, without limiting the generality of the foregoing, is not a "U.S. Person" (as defined in Rule 902(o) of Regulation S ("Regulation S") promulgated by the United States Securities and Exchange Commission and meaning, generally, any natural person resident in the United States, any corporation or partnership incorporated or organized under the laws of the United States, or any estate or trust of which any executor, administrator or trustee is a U.S. Person), and the Subscriber is not purchasing the Purchased Units for the account or benefit of any U.S. Person or for offering, resale or delivery for the account or benefit of any U.S. Person or for the account of any person in any jurisdiction other than the jurisdiction set out in the name and address of the Subscriber below and the Subscriber does not have any agreement or understanding (either written or oral) with any U.S. Person or a person in the jurisdiction referenced above in this Section 9(c): (i) the transfer or assignment of any rights or interest in any of the Purchased Securities underlying the Purchased Units; or (ii) the division of profits, losses, fees, commissions, or any financial stake in connection with this subscription; (d) no offer of Purchased Units was made to the Subscriber in the "United States" (as defined in Regulation S under the U.S. Securities Act) and the Subscriber did not execute this Subscription Agreement in the United States; (e) the activities of the Subscriber contemplated hereunder are not a scheme to avoid the registration requirements of the U.S. Securities Act; (f) the Subscriber has no intention to distribute, and shall not transfer, either directly or indirectly, until after 41 days from the Closing Date, any of the Purchased Securities to any person within the United States or to "U.S. Persons" (as defined in Regulation S under the U.S. Securities Act); (g) the Subscriber is at arm's length to and is not an "insider" (as such term is defined by the Securities Act (Ontario)) of the Corporation; (h) the Subscriber is duly incorporated, organized and validly subsisting under the laws of the jurisdiction of its incorporation; (i) this Subscription Agreement has been duly authorized, executed and delivered by, and constitutes a legal, valid, binding and enforceable obligation of, the Subscriber or the beneficial subscriber for whom the Subscriber is purchasing; (j) the Subscriber is capable of assessing the proposed investment contemplated herein as a result of the Subscriber's experience and financial and business acumen or as a result of advice received from a registered person other than the Corporation or any affiliates thereof, and is capable of evaluating the merits and risks of its investment herein and is able to bear the economic risk of loss of its entire investment; and (k) the entering into of this Subscription Agreement and the completion of the transaction contemplated hereby will not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of the Subscriber or of any agreement, written or oral, to which the Subscriber is a party or by which the Subscriber is bound.

Representations, Warranties and Covenants of the Subscriber. The Subscriber hereby represents and warrants to and covenants with the Corporation, acknowledging that the Corporation is relying upon such representations, warranties and covenants in making its decision to enter into this Subscription Agreement subscription agreement that: (a) if the Subscriber sells the Purchased Securities, it will comply with the securities legislation of the jurisdiction in which said Subscriber resides; (b) the purchase of the Purchased Units by the Subscriber does not contravene any of the applicable securities legislation in the jurisdiction in which it is resident and does not trigger (i) any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase, and (ii) any registration or other obligation on the part of the Corporation; (c) the Subscriber is incorporated under the laws of, or and is a resident ofin, Switzerland the British Virgin Islands (and, without limiting the generality of the foregoing, is not a "U.S. Person" (as defined in Rule 902(o) of Regulation S ("Regulation S") promulgated by the United States Securities and Exchange Commission and meaning, generally, any natural person resident in the United StatesBritish Virgin Islands, any corporation or partnership incorporated or organized under the laws of the United StatesBritish Virgin Islands, or any estate or trust of which any executor, administrator or trustee is a U.S. Person), and the Subscriber is not purchasing the Purchased Units for the account or benefit of any U.S. Person or for offering, resale or delivery for the account or benefit of any U.S. Person or for the account of any person in any jurisdiction other than the jurisdiction set out in the name and address of the Subscriber below and the Subscriber does not have any agreement or understanding (either written or oral) with any U.S. Person or a person in the jurisdiction referenced above in this Section 9(c):British Virgin Islands respecting: (i) the transfer or assignment of any rights or interest in any of the Purchased Securities underlying the Purchased Units; or (ii) the division of profits, losses, fees, commissions, or any financial stake in connection with this subscription; (d) no offer of Purchased Units was made to the Subscriber in the "United States" (as defined in Regulation S under the U.S. Securities Act) and the Subscriber did not execute this Subscription Agreement subscription agreement in the United States; (e) the activities of the Subscriber contemplated hereunder are not a scheme to avoid the registration requirements of the U.S. Securities Act; (f) the Subscriber has no intention to distribute, and shall not transfer, either directly or indirectly, until after 41 days from the Closing Date, any of the Purchased Securities to any person within the United States or to "U.S. Persons" (as defined in Regulation S under the U.S. Securities Act); (g) the Subscriber is at arm's length to and is not an "insider" (as such term is defined by the Securities Act (Ontario)) of the Corporation; (h) the Subscriber is duly incorporated, organized and validly subsisting under the laws of the jurisdiction of its incorporation; (i) this Subscription Agreement agreement has been duly authorized, executed and delivered by, and constitutes a legal, valid, binding and enforceable obligation of, the Subscriber or the beneficial subscriber for whom the Subscriber is purchasing; (j) the Subscriber is capable of assessing the proposed investment contemplated herein as a result of the Subscriber's experience and financial and business acumen or as a result of advice received from a registered person other than the Corporation or any affiliates thereof, and is capable of evaluating the merits and risks of its investment herein and is able to bear the economic risk of loss of its entire investment; and (k) the entering into of this Subscription Agreement and the completion of the transaction contemplated hereby will not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of the Subscriber or of any agreement, written or oral, to which the Subscriber is a party or by which the Subscriber is bound.

Representations, Warranties and Covenants of the Subscriber. The Subscriber Subscriber, on its own behalf and, if applicable, on behalf of each beneficial purchaser for whom it is acting, hereby represents and warrants to to, and covenants with with, the Corporation, acknowledging Corporation and the Underwriter as follows as at the date hereof and as at the Closing Time and acknowledges that the Corporation is and the Underwriter, and their respective counsel, are relying upon on such representations, representations and warranties and covenants in making its decision to enter into this Subscription Agreement thatconnection with the transactions contemplated herein: (a) The Subscriber and (if applicable) each beneficial purchaser for whom it is acting is resident or, if not an individual, has its head office, in the jurisdiction set out on the face page of this Subscription Agreement. The address set forth on the face page of this Subscription Agreement is the residence or place of business of the Subscriber, or the residence or place of business of any beneficial purchaser for whom the Subscriber sells is acting, and such address was not obtained or used solely for the Purchased Securities, it will comply with purpose of acquiring Common Shares and the securities legislation of the jurisdiction Subscriber and any beneficial purchaser was solicited to purchase Common Shares solely in which said Subscriber resides;such jurisdiction. (b) the purchase of the Purchased Units by the The Subscriber does not contravene any of the applicable securities legislation in the jurisdiction in which it is resident and does not trigger (i) any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase, and (ii) any registration or other obligation on the part of the Corporation; (c) the Subscriber is incorporated under the laws of, or is a resident of, Switzerland (and, without limiting the generality of the foregoing, is not a "U.S. Person" (as that term is defined in Rule 902(o) of by Regulation S ("Regulation S") promulgated by under the United States U.S. Securities and Exchange Commission and meaningAct, generallywhich definition includes, any natural person but is not limited to, an individual resident in the United States, an estate or trust of which any corporation executor or administrator or trustee, respectively, is a U.S. Person and any partnership or company organized or incorporated or organized under the laws of the United States, States (or any estate or trust of which any executor, administrator or trustee is a U.S. PersonState thereof), ) and the Subscriber is not purchasing acquiring the Purchased Units Common Shares for the account or benefit of any U.S. Person or for offering, resale or delivery for the account or benefit of any U.S. Person or for the account of any person in any jurisdiction other than the jurisdiction set out in the name and address of the Subscriber below and the Subscriber does not have any agreement or understanding (either written or oral) with any a U.S. Person or a person in the jurisdiction referenced above in this Section 9(c):United States. (ic) the transfer or assignment of any rights or interest in any of the Purchased Securities underlying the Purchased Units; or (ii) the division of profits, losses, fees, commissions, or any financial stake in connection with this subscription; (d) no offer of Purchased Units was made The Common Shares have not been offered to the Subscriber in the "United States" , and the individuals making the order to purchase the Common Shares and executing and delivering this Agreement on behalf of the Subscriber were not in the United States when the order was placed and this Subscription Agreement was executed and delivered. (as defined d) The Subscriber undertakes and agrees that it will not offer or sell the Common Shares in the United States unless such shares are registered under the U.S. Securities Act and the securities laws of all applicable states of the United States or another exemption from such registration requirements is available, and further that it will not resell the Common Shares except in accordance with the provisions of applicable securities legislation, regulations, rules, policies and orders and stock exchange rules. (e) The Subscriber will not engage in hedging transactions with regard to the Common Shares unless conducted in compliance with the U.S. Securities Act. (f) The Subscriber acknowledges that the Corporation and its transfer agent will refuse to register any transfer of any of the Common Shares not made in accordance with the provisions of Regulation S of the U.S. Securities Act, pursuant to an available exemption from registration under the U.S. Securities Act or under an effective registration statement under the U.S. Securities Act) and the Subscriber did not execute this Subscription Agreement in the United States; (e) the activities of the Subscriber contemplated hereunder are not a scheme to avoid the registration requirements of the U.S. Securities Act; (f) the Subscriber has no intention to distribute, and shall not transfer, either directly or indirectly, until after 41 days from the Closing Date, any of the Purchased Securities to any person within the United States or to "U.S. Persons" (as defined in Regulation S under the U.S. Securities Act);. (g) If the Subscriber is at arm's length to resident in Canada, the Subscriber, on its own behalf and (if applicable) on behalf of each beneficial purchaser for whom it is not an acting, represents, warrants and certifies as set out in Schedule "insiderA" hereto and further certifies that the Subscriber and (if applicable) each such beneficial purchaser, as the case may be, falls into one or more of the categories of prospectus exempt purchasers listed in Schedule "A" hereto (as such term is defined specified by the Securities Act (OntarioSubscriber in such Schedule)) of the Corporation;. (h) If the Subscriber is resident in the United Kingdom, the Subscriber, on its own behalf and (if applicable) on behalf of each beneficial purchaser for whom it is acting, represents, warrants and certifies as set out in Schedule "B" hereto. (i) If the Subscriber is resident outside of Canada, the United States and the United Kingdom, the Subscriber, on its own behalf and (if applicable) on behalf of each beneficial purchaser for whom it is acting, represents, warrants and certifies as set out in Schedule "C" hereto. (j) The Subscriber has duly and properly completed, executed and delivered to the Corporation within applicable time periods, the certificate and form set forth in Schedule "A", Schedule "B" or Schedule "C" hereto, as applicable, and the representations, warranties and certifications contained therein are true and correct as at the date hereof and will be true and correct at the Closing Time. (k) The execution and delivery of this Subscription Agreement, the performance and compliance with the terms hereof, the subscription for and purchase of the Subscribed Shares and the completion of the transactions described herein by the Subscriber will not result in any material breach of, or be in conflict with or constitute a material default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a material default under any term or provision of the constating documents, by-laws or resolutions of the Subscriber or any beneficial purchaser for whom the Subscriber is acting, the Securities Laws or any other laws applicable to the Subscriber or any beneficial purchaser for whom the Subscriber is acting, any agreement to which the Subscriber or any beneficial purchaser for whom the Subscriber is acting is a party, or any judgment, decree, order, statute, rule or regulation applicable to the Subscriber or any beneficial purchaser for whom the Subscriber is acting. (l) The Subscriber is subscribing for the Subscribed Shares as principal for its own account and not for the benefit of any other Person (within the meaning of applicable Securities Laws) and not with a view to the resale or distribution of all or any of the Subscribed Shares, or if it is not subscribing as principal, it acknowledges that the Corporation may be required by law to disclose to certain regulatory authorities the identity of each beneficial purchaser of the Subscribed Shares for whom it is acting and agrees to provide such information. (m) In the case of a subscription for the Subscribed Shares by the Subscriber acting as trustee or agent (including, for greater certainty, a portfolio manager or comparable adviser) for a principal, the Subscriber is duly incorporatedand properly authorized to execute and deliver this Subscription Agreement and all other necessary documentation in connection with such subscription on behalf of such beneficial purchaser, organized who is subscribing as principal for its own account, not for the benefit of any other Person and validly subsisting under not with a view to the laws resale or distribution of the jurisdiction of its incorporation; (i) Subscribed Shares, and this Subscription Agreement has been duly authorized, executed and delivered by or on behalf of and constitutes a legal, valid and binding agreement of such principal, enforceable in accordance with its terms against such principal, and the Subscriber acknowledges that the Corporation and/or the Underwriter may be required by law to disclose the identity of such beneficial purchaser for whom the Subscriber is acting and agrees to provide information as the Corporation and/or the Underwriter may be required to disclose. (n) In the case of a subscription for the Subscribed Shares by the Subscriber acting as principal, this Subscription Agreement has been duly and properly authorized, executed and delivered by, and constitutes a legal, valid, valid and binding and enforceable obligation agreement of, the Subscriber. This Subscription Agreement is enforceable in accordance with its terms against the Subscriber or the and (if applicable) any beneficial subscriber for whom purchaser on whose behalf the Subscriber is purchasingacting. (o) If the Subscriber is: (i) a corporation, the Subscriber is duly incorporated and is validly subsisting under the laws of its jurisdiction of incorporation and has all requisite legal and corporate power and authority to execute and deliver this Subscription Agreement, to subscribe for the Subscribed Shares as contemplated herein and to observe and perform its obligations under the terms of this Subscription Agreement; (jii) a partnership, syndicate or other form of unincorporated organization, the Subscriber has the necessary legal capacity and authority to execute and deliver this Subscription Agreement on behalf of such organization and to observe and perform its covenants and obligations hereunder and has obtained all necessary approvals in respect thereof; or (iii) an individual, the Subscriber is capable of assessing the proposed full age of majority and is legally competent to execute this Subscription Agreement and to observe and perform his or her covenants and obligations hereunder. (p) Other than the Underwriter (and any group of investment dealers managed by the Underwriter for the purposes of offering the Common Shares for sale), there is no person acting or purporting to act in connection with the transactions contemplated herein who is entitled to any brokerage or finder's fee. If any person claims that any fee or other compensation is payable by the Corporation or the Underwriter in connection with this subscription for the Subscribed Shares, the Subscriber covenants to indemnify and hold harmless the Corporation and the Underwriter with respect thereto and with respect to all costs reasonably incurred in the defence thereof. (q) The Subscriber is not, with respect to the Corporation or any of its affiliates, a Control Person and will not become a Control Person by virtue of the purchase of the Subscribed Shares, and does not intend to act in concert with any other person to form a Control Person of the Corporation. (r) The Subscriber is not purchasing Common Shares with knowledge of any material fact or information concerning the Corporation which has not been generally disclosed to the public. (s) No person has made to the Subscriber any written or oral representations: (i) that any person will resell or repurchase any of the Common Shares; (ii) that any person will refund the Subscription Price; or (iii) as to the future price or value of the Common Shares. (t) This subscription for Common Shares has not been made through or as a result of, and the distribution of Common Shares is not being accompanied by, any form of advertisement, including, without limitation, in printed public media, radio, television, internet or telecommunications, including electronic display, or as part of a general solicitation. (u) None of the funds the Subscriber is using to purchase the Subscribed Shares is, to the knowledge of the Subscriber, proceeds obtained or derived, directly or directly, as a result of illegal activities. (v) The delivery of this subscription, the acceptance hereof by the Corporation and the issuance of Subscribed Shares to the Subscriber complies with all applicable laws of the Subscriber's experience jurisdiction of residence and financial domicile and business acumen or as a result of advice received from a registered person other than will not cause the Corporation or any affiliates thereof, and is capable of evaluating the merits and risks of its investment herein officers or directors to become subject to or require any disclosure, prospectus or other reporting requirement to which the Corporation is not currently subject and which is able to bear the economic risk of loss of its entire investment; andnot otherwise contemplated in this Subscription Agreement. (kw) the entering into of this Subscription Agreement and the completion of the transaction contemplated hereby will not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of the Subscriber or of any agreement, written or oral, to which If the Subscriber is a party corporation, syndicate, partnership or by which other form of entity (other than an investment fund, as defined in National Instrument 45-106), the Subscriber was not created or is boundnot being used solely to purchase or hold the Subscribed Shares and has a bona fide purpose other than investing in the Subscribed Shares.

Representations, Warranties and Covenants of the Subscriber. The Subscriber hereby represents and warrants to and covenants with the Corporation, acknowledging that the Corporation is relying upon such representations, warranties and covenants in making its decision to enter into this Subscription Agreement that: (a) if the Subscriber sells the Purchased Securities, it will comply with the securities legislation of the jurisdiction in which said Subscriber resides; (b) the purchase of the Purchased Units by the Subscriber does not contravene any of the applicable securities legislation in the jurisdiction in which it is resident and does not trigger (i) any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase, and (ii) any registration or other obligation on the part of the Corporation; (c) the Subscriber is incorporated under the laws of, or is a resident of, Switzerland Greece (and, without limiting the generality of the foregoing, is not a "U.S. Person" (as defined in Rule 902(o) of Regulation S ("Regulation S") promulgated by the United States Securities and Exchange Commission and meaning, generally, any natural person resident in the United States, any corporation or partnership incorporated or organized under the laws of the United States, or any estate or trust of which any executor, administrator or trustee is a U.S. Person), and the Subscriber is not purchasing the Purchased Units for the account or benefit of any U.S. Person or for offering, resale or delivery for the account or benefit of any U.S. Person or for the account of any person in any jurisdiction other than the jurisdiction set out in the name and address of the Subscriber below and the Subscriber does not have any agreement or understanding (either written or oral) with any U.S. Person or a person in the jurisdiction referenced above in this Section 9(c): (i) the transfer or assignment of any rights or interest in any of the Purchased Securities underlying the Purchased Units; or (ii) the division of profits, losses, fees, commissions, or any financial stake in connection with this subscription; (d) no offer of Purchased Units was made to the Subscriber in the "United States" (as defined in Regulation S under the U.S. Securities Act) and the Subscriber did not execute this Subscription Agreement in the United States; (e) the activities of the Subscriber contemplated hereunder are not a scheme to avoid the registration requirements of the U.S. Securities Act; (f) the Subscriber has no intention to distribute, and shall not transfer, either directly or indirectly, until after 41 days from the Closing Date, any of the Purchased Securities to any person within the United States or to "U.S. Persons" (as defined in Regulation S under the U.S. Securities Act); (g) the Subscriber is at arm's length to and is not an "insider" (as such term is defined by the Securities Act (Ontario)) of the Corporation; (h) the Subscriber is duly incorporated, organized and validly subsisting under the laws of the jurisdiction of its incorporation; (i) this Subscription Agreement has been duly authorized, executed and delivered by, and constitutes a legal, valid, binding and enforceable obligation of, the Subscriber or the beneficial subscriber for whom the Subscriber is purchasing; (j) the Subscriber is capable of assessing the proposed investment contemplated herein as a result of the Subscriber's experience and financial and business acumen or as a result of advice received from a registered person other than the Corporation or any affiliates thereof, and is capable of evaluating the merits and risks of its investment herein and is able to bear the economic risk of loss of its entire investment; and (k) the entering into of this Subscription Agreement and the completion of the transaction contemplated hereby will not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of the Subscriber or of any agreement, written or oral, to which the Subscriber is a party or by which the Subscriber is bound.

Representations, Warranties and Covenants of the Subscriber. The Subscriber hereby represents and warrants to and covenants with the Corporation, acknowledging that the Corporation is relying upon such representations, warranties and covenants in making its decision to enter into this Subscription Agreement that: (a) if the Subscriber sells the Purchased Securities, it will comply with the securities legislation of the jurisdiction in which said Subscriber resides; (b) the purchase of the Purchased Units by the Subscriber does not contravene any of the applicable securities legislation in the jurisdiction in which it is resident and does not trigger (i) any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase, and (ii) any registration or other obligation on the part of the Corporation; (c) the Subscriber is incorporated under the laws of, or is a resident of, Switzerland Mexico (and, without limiting the generality of the foregoing, is not a "U.S. Person" (as defined in Rule 902(o) of Regulation S ("Regulation S") promulgated by the United States Securities and Exchange Commission and meaning, generally, any natural person resident in the United States, any corporation or partnership incorporated or organized under the laws of the United States, or any estate or trust of which any executor, administrator or trustee is a U.S. Person), and the Subscriber is not purchasing the Purchased Units for the account or benefit of any U.S. Person or for offering, resale or delivery for the account or benefit of any U.S. Person or for the account of any person in any jurisdiction other than the jurisdiction set out in the name and address of the Subscriber below and the Subscriber does not have any agreement or understanding (either written or oral) with any U.S. Person or a person in the jurisdiction referenced above in this Section 9(c): (i) the transfer or assignment of any rights or interest in any of the Purchased Securities underlying the Purchased Units; or (ii) the division of profits, losses, fees, commissions, or any financial stake in connection with this subscription; (d) no offer of Purchased Units was made to the Subscriber in the "United States" (as defined in Regulation S under the U.S. Securities Act) and the Subscriber did not execute this Subscription Agreement in the United States; (e) the activities of the Subscriber contemplated hereunder are not a scheme to avoid the registration requirements of the U.S. Securities Act; (f) the Subscriber has no intention to distribute, and shall not transfer, either directly or indirectly, until after 41 days from the Closing Date, any of the Purchased Securities to any person within the United States or to "U.S. Persons" (as defined in Regulation S under the U.S. Securities Act); (g) the Subscriber is at arm's length to and is not an "insider" (as such term is defined by the Securities Act (Ontario)) of the Corporation; (h) the Subscriber is duly incorporated, organized and validly subsisting under the laws of the jurisdiction of its incorporation; (i) this Subscription Agreement has been duly authorized, executed and delivered by, and constitutes a legal, valid, binding and enforceable obligation of, the Subscriber or the beneficial subscriber for whom the Subscriber is purchasing; (j) the Subscriber is capable of assessing the proposed investment contemplated herein as a result of the Subscriber's experience and financial and business acumen or as a result of advice received from a registered person other than the Corporation or any affiliates thereof, and is capable of evaluating the merits and risks of its investment herein and is able to bear the economic risk of loss of its entire investment; and (k) the entering into of this Subscription Agreement and the completion of the transaction contemplated hereby will not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of the Subscriber or of any agreement, written or oral, to which the Subscriber is a party or by which the Subscriber is bound.

Representations, Warranties and Covenants of the Subscriber. The Subscriber hereby represents and warrants to and covenants with the Corporation, acknowledging that the Corporation is relying upon such representations, warranties and covenants in making its decision to enter into this Subscription Agreement that: (a) if the Subscriber sells the Purchased Securities, it will comply with the securities legislation of the jurisdiction in which said Subscriber resides; (b) the purchase of the Purchased Units by the Subscriber does not contravene any of the applicable securities legislation in the jurisdiction in which it is resident and does not trigger (i) any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase, and (ii) any registration or other obligation on the part of the Corporation; (c) the Subscriber is incorporated under the laws of, or is a resident of, Switzerland ---------------------------------------------------------------------- (and, without limiting the -- generality of the foregoing, is not a "U.S. Person" (as defined in Rule 902(o) of Regulation S ("Regulation S") promulgated by the United States Securities and Exchange Commission and meaning, generally, any natural person resident in the United States, any corporation or partnership incorporated or organized under the laws of the United States, or any estate or trust of which any executor, administrator or trustee is a U.S. Person), and the Subscriber is not purchasing the Purchased Units for the account or benefit of any U.S. Person or for offering, resale or delivery for the account or benefit of any U.S. Person or for the account of any person in any jurisdiction other than the jurisdiction set out in the name and address of the Subscriber below and the Subscriber does not have any agreement or understanding (either written or oral) with any U.S. Person or a person in the jurisdiction referenced above in this Section 9(c): (i) the transfer or assignment of any rights or interest in any of the Purchased Securities underlying the Purchased Units; or (ii) the division of profits, losses, fees, commissions, or any financial stake in connection with this subscription; (d) no offer of Purchased Units was made to the Subscriber in the "United States" (as defined in Regulation S under the U.S. Securities Act) and the Subscriber did not execute this Subscription Agreement in the United States; (e) the activities of the Subscriber contemplated hereunder are not a scheme to avoid the registration requirements of the U.S. Securities Act; (f) the Subscriber has no intention to distribute, and shall not transfer, either directly or indirectly, until after 41 days from the Closing Date, any of the Purchased Securities to any person within the United States or to "U.S. Persons" (as defined in Regulation S under the U.S. Securities Act); (g) the Subscriber is at arm's length to and is not an "insider" (as such term is defined by the Securities Act (Ontario)) of the Corporation; (h) the Subscriber is duly incorporated, organized and validly subsisting under the laws of the jurisdiction of its incorporation; (i) this Subscription Agreement has been duly authorized, executed and delivered by, and constitutes a legal, valid, binding and enforceable obligation of, the Subscriber or the beneficial subscriber for whom the Subscriber is purchasing; (j) the Subscriber is capable of assessing the proposed investment contemplated herein as a result of the Subscriber's experience and financial and business acumen or as a result of advice received from a registered person other than the Corporation or any affiliates thereof, and is capable of evaluating the merits and risks of its investment herein and is able to bear the economic risk of loss of its entire investment; and (k) the entering into of this Subscription Agreement and the completion of the transaction contemplated hereby will not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of the Subscriber or of any agreement, written or oral, to which the Subscriber is a party or by which the Subscriber is bound.

Representations, Warranties and Covenants of the Subscriber. The Subscriber hereby represents and warrants to and covenants with the Corporation, acknowledging that the Corporation is relying upon such representations, warranties and covenants in making its decision to enter into this Subscription Agreement that: (a) if the Subscriber sells the Purchased Securities, it will comply with the securities legislation of the jurisdiction in which said Subscriber resides; (b) the purchase of the Purchased Units by the Subscriber does not contravene any of the applicable securities legislation in the jurisdiction in which it is resident and does not trigger (i) any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase, and (ii) any registration or other obligation on the part of the Corporation; (c) the Subscriber is incorporated under the laws of, or is a resident of, Switzerland Hong Kong (and, without limiting the generality of the foregoing, is not a "U.S. Person" (as defined in Rule 902(o) of Regulation S ("Regulation S") promulgated by the United States Securities and Exchange Commission and meaning, generally, any natural person resident in the United States, any corporation or partnership incorporated or organized under the laws of the United States, or any estate or trust of which any executor, administrator or trustee is a U.S. Person), and the Subscriber is not purchasing the Purchased Units for the account or benefit of any U.S. Person or for offering, resale or delivery for the account or benefit of any U.S. Person or for the account of any person in any jurisdiction other than the jurisdiction set out in the name and address of the Subscriber below and the Subscriber does not have any agreement or understanding (either written or oral) with any U.S. Person or a person in the jurisdiction referenced above in this Section 9(c): (i) the transfer or assignment of any rights or interest in any of the Purchased Securities underlying the Purchased Units; or (ii) the division of profits, losses, fees, commissions, or any financial stake in connection with this subscription; (d) no offer of Purchased Units was made to the Subscriber in the "United States" (as defined in Regulation S under the U.S. Securities Act) and the Subscriber did not execute this Subscription Agreement in the United States; (e) the activities of the Subscriber contemplated hereunder are not a scheme to avoid the registration requirements of the U.S. Securities Act; (f) the Subscriber has no intention to distribute, and shall not transfer, either directly or indirectly, until after 41 days from the Closing Date, any of the Purchased Securities to any person within the United States or to "U.S. Persons" (as defined in Regulation S under the U.S. Securities Act); (g) the Subscriber is at arm's length to and is not an "insider" (as such term is defined by the Securities Act (Ontario)) of the Corporation; (h) the Subscriber is duly incorporated, organized and validly subsisting under the laws of the jurisdiction of its incorporation; (i) this Subscription Agreement has been duly authorized, executed and delivered by, and constitutes a legal, valid, binding and enforceable obligation of, the Subscriber or the beneficial subscriber for whom the Subscriber is purchasing; (j) the Subscriber is capable of assessing the proposed investment contemplated herein as a result of the Subscriber's experience and financial and business acumen or as a result of advice received from a registered person other than the Corporation or any affiliates thereof, and is capable of evaluating the merits and risks of its investment herein and is able to bear the economic risk of loss of its entire investment; and (k) the entering into of this Subscription Agreement and the completion of the transaction contemplated hereby will not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of the Subscriber or of any agreement, written or oral, to which the Subscriber is a party or by which the Subscriber is bound.

Representations, Warranties and Covenants of the Subscriber. The Subscriber hereby represents and warrants to and covenants with the Corporation, acknowledging that the Corporation is relying upon such representations, warranties and covenants in making its decision to enter into this Subscription Agreement that: (a) if the Subscriber sells the Purchased Securities, it will comply with the securities legislation of the jurisdiction in which said Subscriber resides; (b) the purchase of the Purchased Units by the Subscriber does not contravene any of the applicable securities legislation in the jurisdiction in which it is resident and does not trigger (i) any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase, and (ii) any registration or other obligation on the part of the Corporation; (c) the Subscriber is incorporated under the laws of, or is a resident of, Switzerland Belize (and, without limiting the generality of the foregoing, is not a "U.S. Person" (as defined in Rule 902(o) of Regulation S ("Regulation S") promulgated by the United States Securities and Exchange Commission and meaning, generally, any natural person resident in the United States, any corporation or partnership incorporated or organized under the laws of the United States, or any estate or trust of which any executor, administrator or trustee is a U.S. Person), and the Subscriber is not purchasing the Purchased Units for the account or benefit of any U.S. Person or for offering, resale or delivery for the account or benefit of any U.S. Person or for the account of any person in any jurisdiction other than the jurisdiction set out in the name and address of the Subscriber below and the Subscriber does not have any agreement or understanding (either written or oral) with any U.S. Person or a person in the jurisdiction referenced above in this Section 9(c): (i) the transfer or assignment of any rights or interest in any of the Purchased Securities underlying the Purchased Units; or (ii) the division of profits, losses, fees, commissions, or any financial stake in connection with this subscription; (d) no offer of Purchased Units was made to the Subscriber in the "United States" (as defined in Regulation S under the U.S. Securities Act) and the Subscriber did not execute this Subscription Agreement in the United States; (e) the activities of the Subscriber contemplated hereunder are not a scheme to avoid the registration requirements of the U.S. Securities Act; (f) the Subscriber has no intention to distribute, and shall not transfer, either directly or indirectly, until after 41 days from the Closing Date, any of the Purchased Securities to any person within the United States or to "U.S. Persons" (as defined in Regulation S under the U.S. Securities Act); (g) the Subscriber is at arm's length to and is not an "insider" (as such term is defined by the Securities Act (Ontario)) of the Corporation; (h) the Subscriber is duly incorporated, organized and validly subsisting under the laws of the jurisdiction of its incorporation; (i) this Subscription Agreement has been duly authorized, executed and delivered by, and constitutes a legal, valid, binding and enforceable obligation of, the Subscriber or the beneficial subscriber for whom the Subscriber is purchasing; (j) the Subscriber is capable of assessing the proposed investment contemplated herein as a result of the Subscriber's experience and financial and business acumen or as a result of advice received from a registered person other than the Corporation or any affiliates thereof, and is capable of evaluating the merits and risks of its investment herein and is able to bear the economic risk of loss of its entire investment; and (k) the entering into of this Subscription Agreement and the completion of the transaction contemplated hereby will not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of the Subscriber or of any agreement, written or oral, to which the Subscriber is a party or by which the Subscriber is bound.