Common use of Acknowledgements of Subscriber Clause in Contracts

Acknowledgements of Subscriber. The Subscriber acknowledges and agrees that: none of the Securities have been or will be registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S under the 1933 Act ("Regulation S"), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case only in accordance with any applicable state securities and provincial laws; the Company has not undertaken, and will have no obligation, to register any of the Securities under the 1933 Act or qualify any of the Securities under any state or provincial securities laws; the Subscriber has received and carefully read this Subscription Agreement; the decision to execute this Subscription Agreement and purchase the Securities hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company; the Subscriber and the Subscriber's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the Offering, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense; the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by Subscribers during reasonable business hours at its principal place of business and that all documents, records and books in connection with the Offering have been made available for inspection by the Subscriber, the Subscriber's attorney and/or advisor(s); the Company is entitled to rely on the representations and warranties of the Subscriber contained in this Subscription Agreement and the Subscriber will hold harmless the Company from any loss or damage it or they may suffer as a result of the Subscriber's failure to correctly complete this Subscription Agreement; the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith; the Subscriber has been advised to consult the Subscriber's own legal, tax and other advisors with respect to the merits and risks of an investment in the Securities and with respect to applicable resale restrictions and the Subscriber is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions; the Subscriber is acquiring the Securities pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation; the Subscriber has been advised that the business of the Company is in a start-up phase and acknowledges that there is no assurance that the Company will raise sufficient funds to adequately capitalize the business or that the business will be profitable in the future; the Company is not a reporting issuer in any Canadian province and accordingly, resale of any of the Securities in Canada is restricted except pursuant to an exemption from applicable securities legislation; neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities; no documents in connection with the Offering have been reviewed by the SEC or any state securities administrators; there is no government or other insurance covering any of the Securities; the issuance and sale of the Securities to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company; the statutory and regulatory basis for the exemption claimed for the offer and sale of the Securities, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act; and this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.

Acknowledgements of Subscriber. 5.1 The Subscriber acknowledges and agrees that: a. none of the Securities Shares have been or will be registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S under the 1933 Act ("Regulation S"), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case only in accordance with any applicable state securities and provincial securities laws; b. the Company has not undertaken, and will have no obligation, to register any of the Securities Shares under the 1933 Act or to qualify any of the Securities Shares under any state or provincial securities laws; c. the Subscriber has received and carefully read this Subscription Agreement; d. the decision to execute this Subscription Agreement and purchase the Securities Shares agreed to be purchased hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company; e. by execution hereof the Subscriber and has waived the Subscriber's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from need for the Company in connection with the Offering, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense; the books and records communicate its acceptance of the Company were available upon reasonable notice for inspection, subject purchase of the Shares pursuant to certain confidentiality restrictions, by Subscribers during reasonable business hours at its principal place of business and that all documents, records and books in connection with the Offering have been made available for inspection by the Subscriber, the Subscriber's attorney and/or advisor(s)this Subscription Agreement; f. the Company is entitled to rely on the representations and warranties of the Subscriber contained in this Subscription Agreement and the Subscriber will hold harmless the Company from any loss or damage it or they may suffer as a result of the Subscriber's failure to correctly complete this Subscription Agreement; g. the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith; h. the Subscriber has been advised to consult the Subscriber's his own legal, tax and other advisors with respect to the merits and risks of an investment in the Securities Shares and with respect to applicable resale restrictions and the Subscriber he is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions; i. there is no market for the Subscriber is acquiring Shares, no market for the Securities pursuant to an exemption from the registration Shares may ever exist and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most none of the civil remedies available under applicable securities legislation Shares are listed on any stock exchange or automated dealer quotation system and the Subscriber will not receive information that would otherwise be required to be provided no representation has been made to the Subscriber pursuant to applicable securities legislation; the Subscriber has been advised that the business of the Company is in a start-up phase and acknowledges that there is no assurance that the Company will raise sufficient funds to adequately capitalize the business or that the business will be profitable in the future; the Company is not a reporting issuer in any Canadian province and accordingly, resale of any of the Securities in Canada is restricted except pursuant to an exemption from applicable securities legislationShares will become listed on any stock exchange or automated dealer quotation system; j. neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the SecuritiesShares; k. no documents in connection with the Offering sale of the Shares hereunder have been reviewed by the SEC or any state securities administrators; l. there is no government or other insurance covering any of the SecuritiesShares; m. the issuance and sale of the Securities Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company; n. the statutory and regulatory basis for the exemption claimed for the offer and sale of the SecuritiesShares, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act; and o. this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.

Acknowledgements of Subscriber. The Subscriber acknowledges and agrees that: none of the Securities Shares have been or will be registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S under the 1933 Act ("Regulation S"), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case only in accordance with any applicable state securities and provincial securities laws; except as otherwise provided for in this Subscription Agreement, the Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Securities Shares under the 1933 Act or qualify any of the Securities under any state or provincial other securities lawslegislation; the Subscriber has received and carefully read this Subscription Agreement; the decision to execute this Subscription Agreement and purchase the Securities Shares agreed to be purchased hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the CompanyCompany and such decision is based entirely upon a review of any public information which has been filed by the Company with the Securities and Exchange Commission ("SEC") in compliance, or intended compliance, with applicable securities legislation; the Subscriber and the Subscriber's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the Offeringsale of the Shares hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense; the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by Subscribers during reasonable business hours at its principal place of business and that all documents, records and books in connection with the Offering sale of the Shares hereunder have been made available for inspection by the Subscriber, the Subscriber's attorney and/or advisor(s); by execution hereof the Subscriber has waived the need for the Company to communicate its acceptance of the purchase of the Shares pursuant to this Subscription Agreement; the Company is entitled to rely on the representations and warranties and the statements and answers of the Subscriber contained in this Subscription Agreement and the Subscriber will hold harmless the Company from any loss or damage it or they may suffer as a result of the Subscriber's failure to correctly complete this Subscription Agreement; the Subscriber it will indemnify and hold harmless the Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith; the Subscriber has been advised to consult the Subscriber's own legal, tax and other advisors with respect to the merits and risks of an investment in the Securities Shares and with respect to applicable resale restrictions restrictions, and the Subscriber it is solely responsible (and the Company is not in any way responsible) for compliance with: any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Shares hereunder, and applicable resale restrictions; . in addition to resale restrictions imposed under U.S. securities laws, there are additional restrictions on the Subscriber is acquiring Subscriber's ability to resell the Shares under the Securities pursuant to an exemption from Act (British Columbia) (the registration "B.C. Act") and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, Multilateral Instrument 45-102 adopted by the Subscriber will not be entitled to use most British Columbia Securities Commission; none of the civil remedies available under applicable securities legislation Shares are listed on any stock exchange or automated dealer quotation system and the Subscriber will not receive information that would otherwise be required to be provided no representation has been made to the Subscriber pursuant to applicable securities legislation; that any of the Subscriber has been advised Shares will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the business common shares of the Company is in a starton the National Association of Securities Dealers, Inc.'s Over-up phase and acknowledges the-Counter Bulletin Board; that there is no assurance that the Company will raise sufficient funds to adequately capitalize the business or that the business will be profitable in the future; the Company is not a reporting issuer in any Canadian province and accordingly, resale of any of the Securities Shares in Canada is restricted except pursuant to an exemption from applicable securities legislation; the Company has advised the Subscriber that the Company is relying on an exemption from the requirements to provide the Subscriber with a prospectus to sell the Shares and, as a consequence of acquiring the Shares pursuant to such exemption certain protections, rights and remedies provided by the applicable securities legislation of British Columbia including statutory rights of rescission or damages, will not be available to the Subscriber; it is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares as principal for its own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares; none of the Shares may be offered or sold to a U.S. Person or for the account or benefit of a U.S. Person (other than a distributor) prior to the end of the Distribution Compliance Period (as defined herein); neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the SecuritiesShares; no documents in connection with the Offering sale of the Shares hereunder have been reviewed by the SEC or any state securities administrators; there is no government or other insurance covering any of the SecuritiesShares; the issuance and sale of the Securities Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company; the statutory and regulatory basis for the exemption claimed for the offer and sale of the SecuritiesShares, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act; and this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.

Acknowledgements of Subscriber. The Subscriber acknowledges and agrees that: none of the Securities Shares have been or will be registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S under the 1933 Act ("Regulation S"), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case only in accordance with any applicable state securities and provincial securities laws; the Company has not undertaken, and will have no obligation, to register any of the Securities Shares under the 1933 Act or to qualify any of the Securities Shares under any state or provincial securities laws; the Subscriber has received and carefully read this Subscription Agreement; the decision to execute this Subscription Agreement and purchase the Securities Shares agreed to be purchased hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company; by execution hereof the Subscriber and has waived the Subscriber's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from need for the Company in connection with the Offering, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense; the books and records communicate its acceptance of the Company were available upon reasonable notice for inspection, subject purchase of the Shares pursuant to certain confidentiality restrictions, by Subscribers during reasonable business hours at its principal place of business and that all documents, records and books in connection with the Offering have been made available for inspection by the Subscriber, the Subscriber's attorney and/or advisor(s)this Subscription Agreement; the Company is entitled to rely on the representations and warranties of the Subscriber contained in this Subscription Agreement and the Subscriber will hold harmless the Company from any loss or damage it or they may suffer as a result of the Subscriber's failure to correctly complete this Subscription Agreement; the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith; the Subscriber has been advised to consult the Subscriber's his own legal, tax and other advisors with respect to the merits and risks of an investment in the Securities Shares and with respect to applicable resale restrictions and the Subscriber he is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions; there is no market for the Subscriber is acquiring Shares, no market for the Securities pursuant to an exemption from the registration Shares may ever exist and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most none of the civil remedies available under applicable securities legislation Shares are listed on any stock exchange or automated dealer quotation system and the Subscriber will not receive information that would otherwise be required to be provided no representation has been made to the Subscriber pursuant to applicable securities legislationthat any of the Shares will become listed on any stock exchange or automated dealer quotation system; the Subscriber has been advised Company is a "private issuer" as that term is defined in the business Securities Act (British Columbia), and as such, the securities of the Company is in a start-up phase and acknowledges that there is no assurance that are subject to restrictions on transfer. Accordingly, the Company will raise sufficient funds to adequately capitalize Shares cannot be transferred without the business or that prior consent of the business will be profitable in Company's directors expressed by resolution of the futureBoard, at the sole discretion of the directors; the Company is not a reporting issuer in any Canadian province and accordingly, resale of any of the Securities Shares in Canada is restricted except pursuant to an exemption from applicable securities legislation; neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the SecuritiesShares; no documents in connection with the Offering sale of the Shares hereunder have been reviewed by the SEC or any state securities administrators; there is no government or other insurance covering any of the SecuritiesShares; the issuance and sale of the Securities Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company; the statutory and regulatory basis for the exemption claimed for the offer and sale of the SecuritiesShares, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act; and this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.

Acknowledgements of Subscriber. The Subscriber acknowledges and agrees that: none of the Securities Shares have been or will be registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S under the 1933 Act ("Regulation S"), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case only in accordance with any applicable state securities and provincial securities laws; the Company has not undertaken, and will have no obligation, to register any of the Securities Shares under the 1933 Act or to qualify any of the Securities Shares under any state or provincial securities laws; the Subscriber has received and carefully read this Subscription Agreement; the decision to execute this Subscription Agreement and purchase the Securities Shares agreed to be purchased hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company; by execution hereof the Subscriber and has waived the Subscriber's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from need for the Company in connection with the Offering, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense; the books and records communicate its acceptance of the Company were available upon reasonable notice for inspection, subject purchase of the Shares pursuant to certain confidentiality restrictions, by Subscribers during reasonable business hours at its principal place of business and that all documents, records and books in connection with the Offering have been made available for inspection by the Subscriber, the Subscriber's attorney and/or advisor(s)this Subscription Agreement; the Company is entitled to rely on the representations and warranties of the Subscriber contained in this Subscription Agreement and the Subscriber will hold harmless the Company from any loss or damage it or they may suffer as a result of the Subscriber's failure to correctly complete this Subscription Agreement; the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith; the Subscriber has been advised to consult the Subscriber's his own legal, tax and other advisors with respect to the merits and risks of an investment in the Securities Shares and with respect to applicable resale restrictions and the Subscriber he is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions; there is no market for the Subscriber is acquiring Shares, no market for the Securities pursuant to an exemption from the registration Shares may ever exist and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most none of the civil remedies available under applicable securities legislation Shares are listed on any stock exchange or automated dealer quotation system and the Subscriber will not receive information that would otherwise be required to be provided no representation has been made to the Subscriber pursuant to applicable securities legislation; the Subscriber has been advised that the business of the Company is in a start-up phase and acknowledges that there is no assurance that the Company will raise sufficient funds to adequately capitalize the business or that the business will be profitable in the future; the Company is not a reporting issuer in any Canadian province and accordingly, resale of any of the Securities in Canada is restricted except pursuant to an exemption from applicable securities legislationShares will become listed on any stock exchange or automated dealer quotation system; neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the SecuritiesShares; no documents in connection with the Offering sale of the Shares hereunder have been reviewed by the SEC or any state securities administrators; there is no government or other insurance covering any of the SecuritiesShares; the issuance and sale of the Securities Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company; the statutory and regulatory basis for the exemption claimed for the offer and sale of the SecuritiesShares, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act; and this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.

Acknowledgements of Subscriber. The Subscriber acknowledges and agrees that: except as otherwise expressly provided in this Subscription Agreement, none of the Securities have been or will be registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S under the 1933 Act ("Regulation S"), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case only in accordance with any applicable state securities and provincial laws; except as otherwise expressly provided in this Subscription Agreement, the Company has not undertaken, and will have no obligation, to register any of the Securities under the 1933 Act or qualify any of the Securities under any state or provincial securities laws; the Subscriber has received and carefully read this Subscription Agreement; the decision to execute this Subscription Agreement and purchase the Securities hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company; the Subscriber and the Subscriber's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the Offering, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense; the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by Subscribers during reasonable business hours at its principal place of business and that all documents, records and books in connection with the Offering have been made available for inspection by the Subscriber, the Subscriber's attorney and/or advisor(s); the Company is entitled to rely on the representations and warranties of the Subscriber contained in this Subscription Agreement and the Subscriber will hold harmless the Company from any loss or damage it or they may suffer as a result of the Subscriber's failure to correctly complete this Subscription Agreement; the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith; the Subscriber has been advised to consult the Subscriber's own legal, tax and other advisors with respect to the merits and risks of an investment in the Securities and with respect to applicable resale restrictions and the Subscriber is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions; the Subscriber is acquiring the Securities pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation; the Subscriber has been advised that the business of the Company is still in a start-up phase and acknowledges that there is no assurance that the Company will raise sufficient funds to adequately capitalize the business or that the business will be profitable in the future; the Company is not a reporting issuer in any Canadian province and accordingly, resale of any of the Securities in Canada is restricted except pursuant to an exemption from applicable securities legislation; neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities; no documents in connection with the Offering have been reviewed by the SEC or any state securities administrators; there is no government or other insurance covering any of the Securities; the issuance and sale of the Securities to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company; the statutory and regulatory basis for the exemption claimed for the offer and sale of the Securities, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act; and this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.

Acknowledgements of Subscriber. 5.1 The Subscriber acknowledges and agrees that: none of the Securities Shares have been or will be registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S under the 1933 Act ("Regulation S"), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case only in accordance with any applicable state securities and provincial securities laws; except as otherwise provided for in this Subscription Agreement, the Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Securities Shares under the 1933 Act or qualify any of the Securities under any state or provincial other securities lawslegislation; the Subscriber has received and carefully read this Subscription Agreement; the decision to execute this Subscription Agreement and purchase the Securities Shares agreed to be purchased hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the CompanyCompany and such decision is based entirely upon a review of any public information which has been filed by the Company with the Securities and Exchange Commission ("SEC") in compliance, or intended compliance, with applicable securities legislation; the Subscriber and the Subscriber's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the Offeringsale of the Shares hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense; the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by Subscribers during reasonable business hours at its principal place of business and that all documents, records and books in connection with the Offering sale of the Shares hereunder have been made available for inspection by the Subscriber, the Subscriber's attorney and/or advisor(s); by execution hereof the Subscriber has waived the need for the Company to communicate its acceptance of the purchase of the Shares pursuant to this Subscription Agreement; the Company is entitled to rely on the representations and warranties and the statements and answers of the Subscriber contained in this Subscription Agreement and the Subscriber will hold harmless the Company from any loss or damage it or they may suffer as a result of the Subscriber's failure to correctly complete this Subscription Agreement; the Subscriber it will indemnify and hold harmless the Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith; the Subscriber has been advised to consult the Subscriber's own legal, tax and other advisors with respect to the merits and risks of an investment in the Securities Shares and with respect to applicable resale restrictions restrictions, and the Subscriber it is solely responsible (and the Company is not in any way responsible) for compliance with: any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Shares hereunder, and applicable resale restrictions; . in addition to resale restrictions imposed under U.S. securities laws, there are additional restrictions on the Subscriber is acquiring Subscriber's ability to resell the Shares under the Securities pursuant to an exemption from Act (British Columbia) (the registration "B.C. Act") and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, Multilateral Instrument 45-102 adopted by the Subscriber will not be entitled to use most British Columbia Securities Commission; none of the civil remedies available under applicable securities legislation Shares are listed on any stock exchange or automated dealer quotation system and the Subscriber will not receive information that would otherwise be required to be provided no representation has been made to the Subscriber pursuant to applicable securities legislation; that any of the Subscriber has been advised Shares will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the business common shares of the Company is in a starton the National Association of Securities Dealers, Inc.'s Over-up phase and acknowledges the-Counter Bulletin Board; that there is no assurance that the Company will raise sufficient funds to adequately capitalize the business or that the business will be profitable in the future; the Company is not a reporting issuer in any Canadian province and accordingly, resale of any of the Securities Shares in Canada is restricted except pursuant to an exemption from applicable securities legislation; the Company has advised the Subscriber that the Company is relying on an exemption from the requirements to provide the Subscriber with a prospectus to sell the Shares and, as a consequence of acquiring the Shares pursuant to such exemption certain protections, rights and remedies provided by the applicable securities legislation of British Columbia including statutory rights of rescission or damages, will not be available to the Subscriber; it is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares as principal for its own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares; none of the Shares may be offered or sold to a U.S. Person or for the account or benefit of a U.S. Person (other than a distributor) prior to the end of the Distribution Compliance Period (as defined herein); neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the SecuritiesShares; no documents in connection with the Offering sale of the Shares hereunder have been reviewed by the SEC or any state securities administrators; there is no government or other insurance covering any of the SecuritiesShares; the issuance and sale of the Securities Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company; the statutory and regulatory basis for the exemption claimed for the offer and sale of the SecuritiesShares, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act; and this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.

Acknowledgements of Subscriber. 5.1 The Subscriber acknowledges and agrees that: a. none of the Securities Shares have been or will be registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S under the 1933 Act ("Regulation S"), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case only in accordance with any applicable state securities and provincial securities laws; b. the Company has not undertaken, and will have no obligation, to register any of the Securities Shares under the 1933 Act or to qualify any of the Securities Shares under any state or provincial securities laws; c. the Subscriber has received and carefully read this Subscription Agreement; d. the decision to execute this Subscription Agreement and purchase the Securities Shares agreed to be purchased hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company; e. by execution hereof the Subscriber and has waived the Subscriber's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from need for the Company in connection with the Offering, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense; the books and records communicate its acceptance of the Company were available upon reasonable notice for inspection, subject purchase of the Shares pursuant to certain confidentiality restrictions, by Subscribers during reasonable business hours at its principal place of business and that all documents, records and books in connection with the Offering have been made available for inspection by the Subscriber, the Subscriber's attorney and/or advisor(s)this Subscription Agreement; f. the Company is entitled to rely on the representations and warranties of the Subscriber contained in this Subscription Agreement and the Subscriber will hold harmless the Company from any loss or damage it or they may suffer as a result of the Subscriber's failure to correctly complete this Subscription Agreement; g. the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith; the h. he Subscriber has been advised to consult the Subscriber's his own legal, tax and other advisors with respect to the merits and risks of an investment in the Securities Shares and with respect to applicable resale restrictions and the Subscriber he is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions; i. there is no market for the Subscriber is acquiring Shares, no market for the Securities pursuant to an exemption from the registration Shares may ever exist and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most none of the civil remedies available under applicable securities legislation Shares are listed on any stock exchange or automated dealer quotation system and the Subscriber will not receive information that would otherwise be required to be provided no representation has been made to the Subscriber pursuant to applicable securities legislation; the Subscriber has been advised that the business of the Company is in a start-up phase and acknowledges that there is no assurance that the Company will raise sufficient funds to adequately capitalize the business or that the business will be profitable in the future; the Company is not a reporting issuer in any Canadian province and accordingly, resale of any of the Securities in Canada is restricted except pursuant to an exemption from applicable securities legislationShares will become listed on any stock exchange or automated dealer quotation system; j. neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the SecuritiesShares; k. no documents in connection with the Offering sale of the Shares hereunder have been reviewed by the SEC or any state securities administrators; l. there is no government or other insurance covering any of the SecuritiesShares; m. the issuance and sale of the Securities Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company; n. the statutory and regulatory basis for the exemption claimed for the offer and sale of the SecuritiesShares, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act; and this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.and

Acknowledgements of Subscriber. The Subscriber acknowledges and agrees that: none of the Securities have been or will be registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S under the 1933 Act ("Regulation S"), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case only in accordance with any applicable state securities and provincial lawsAct; the Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Securities under the 1933 Act or qualify any of the Securities under any state or provincial securities laws; the Subscriber has received and carefully read this Subscription AgreementAct; the decision to execute this Subscription Agreement and purchase acquire the Securities hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company, and such decision is based entirely upon a review of information (the receipt of which is hereby acknowledged) which has been filed by the Company with the United States Securities and Exchange Commission (the "SEC") and in compliance, or intended compliance, with applicable securities legislation (collectively, the "Public Record"); if the Company has presented a business plan to the Subscriber, the Subscriber acknowledges that the business plan may not be achieved or be achievable; no securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities; there is no government or other insurance covering the Securities; there are risks associated with an investment in the Securities, as more fully described in certain information forming part of the Public Record; 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 to sell the Securities through a person registered to sell securities under the Securities Act (British Columbia) (the "B.C. Act") and, as a consequence of acquiring the Securities pursuant to this exemption, certain protections, rights and remedies provided by the B.C. Act, including statutory rights of rescission or damages, will not be available to the Subscriber; the Subscriber has not acquired the Securities as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S under the 0000 Xxx) in the United States in respect of any of the Securities which would 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 any of the Shares or Warrant Shares; provided, however, that the Subscriber may sell or otherwise dispose of any of the Shares or Warrant Shares pursuant to registration thereof under the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements; the Subscriber and the Subscriber's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the Offeringdistribution of the Securities hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company; the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by Subscribers the Subscriber during reasonable business hours at its principal place of business business, and that all documents, records and books in connection with the Offering distribution of the Securities hereunder have been made available for inspection by the Subscriber, the Subscriber's attorney lawyer and/or advisor(s); the Company is entitled to rely on the representations and warranties of the Subscriber contained in this Subscription Agreement and the Subscriber will hold harmless the Company from any loss or damage it or they may suffer as a result of the Subscriber's failure to correctly complete this Subscription Agreement; the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders shareholders, from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith; none of the Securities are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Securities will become listed on any stock exchange or automated dealer quotation system; except that currently the common shares of the Company are quoted for trading on the OTC Bulletin Board; if the Subscriber is resident in British Columbia, in addition to resale restrictions imposed under U.S. securities laws, there are additional restrictions on the Subscriber's ability to resell the Shares and the Warrant Shares under the B.C. Act and Multilateral Instrument 45-102 adopted by the British Columbia Securities Commission; the Company will refuse to register any transfer of the Shares or the Warrant Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act; the statutory and regulatory basis for the exemption claimed for the offer Securities, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act; the Subscriber has been advised to consult the Subscriber's own legal, tax and other advisors with respect to the merits and risks of an investment in the Securities and with respect to applicable resale restrictions restrictions, and the Subscriber it is solely responsible (and the Company is not in any way responsible) for compliance with with: any applicable resale restrictions; laws of the jurisdiction in which the Subscriber is acquiring the Securities pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation; the Subscriber has been advised that the business of the Company is in a start-up phase and acknowledges that there is no assurance that the Company will raise sufficient funds to adequately capitalize the business or that the business will be profitable in the future; the Company is not a reporting issuer in any Canadian province and accordingly, resale of any of the Securities in Canada is restricted except pursuant to an exemption from applicable securities legislation; neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities; no documents resident in connection with the Offering have been reviewed by the SEC or any state securities administrators; there is no government or other insurance covering any of the Securities; the issuance and sale distribution of the Securities to the Subscriber will not be completed if it would be unlawful or ifhereunder, in the discretion of the Company acting reasonably, it is not in the best interests of the Company; the statutory and regulatory basis for the exemption claimed for the offer and sale of the Securities, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Actapplicable resale restrictions; and this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.

Acknowledgements of Subscriber. 5.1 The Subscriber acknowledges and agrees that: none of the Securities Shares have been or will be registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S under the 1933 Act ("Regulation S"), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case only in accordance with any applicable state securities and provincial securities laws; the Company has not undertaken, and will have no obligation, to register any of the Securities Shares under the 1933 Act or to qualify any of the Securities Shares under any state or provincial securities laws; the Subscriber has received and carefully read this Subscription Agreement; the decision to execute this Subscription Agreement and purchase the Securities Shares agreed to be purchased hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company; by execution hereof the Subscriber and has waived the Subscriber's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from need for the Company in connection with the Offering, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense; the books and records communicate its acceptance of the Company were available upon reasonable notice for inspection, subject purchase of the Shares pursuant to certain confidentiality restrictions, by Subscribers during reasonable business hours at its principal place of business and that all documents, records and books in connection with the Offering have been made available for inspection by the Subscriber, the Subscriber's attorney and/or advisor(s)this Subscription Agreement; the Company is entitled to rely on the representations and warranties of the Subscriber contained in this Subscription Agreement and the Subscriber will hold harmless the Company from any loss or damage it or they may suffer as a result of the Subscriber's failure to correctly complete this Subscription Agreement; the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith; the Subscriber has been advised to consult the Subscriber's his own legal, tax and other advisors with respect to the merits and risks of an investment in the Securities Shares and with respect to applicable resale restrictions and the Subscriber he is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions; there is no market for the Subscriber is acquiring Shares, no market for the Securities pursuant to an exemption from the registration Shares may ever exist and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most none of the civil remedies available under applicable securities legislation Shares are listed on any stock exchange or automated dealer quotation system and the Subscriber will not receive information that would otherwise be required to be provided no representation has been made to the Subscriber pursuant to applicable securities legislationthat any of the Shares will become listed on any stock exchange or automated dealer quotation system; the Subscriber has been advised Company is a "private issuer" as that term is defined in the business Securities Act (British Columbia), and as such, the securities of the Company is in a start-up phase and acknowledges that there is no assurance that are subject to restrictions on transfer. Accordingly, the Company will raise sufficient funds to adequately capitalize Shares cannot be transferred without the business or that prior consent of the business will be profitable in Company's directors expressed by resolution of the futureBoard, at the sole discretion of the directors; the Company is not a reporting issuer in any Canadian province and accordingly, resale of any of the Securities Shares in Canada is restricted except pursuant to an exemption from applicable securities legislation; neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the SecuritiesShares; no documents in connection with the Offering sale of the Shares hereunder have been reviewed by the SEC or any state securities administrators; there is no government or other insurance covering any of the SecuritiesShares; the issuance and sale of the Securities Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company; the statutory and regulatory basis for the exemption claimed for the offer and sale of the SecuritiesShares, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act; and this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.

Acknowledgements of Subscriber. The Subscriber acknowledges and agrees that: none of the Securities have been or will be registered under the 1933 Act, or under any state securities or "“blue sky" ” laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S under the 1933 Act ("“Regulation S"”), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case only in accordance with any applicable state securities and provincial lawsAct; except as provided below under the heading “Registration of Securities”, the Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Securities under the 1933 Act or qualify any of Act; by completing the Securities under any state or provincial securities laws; Questionnaires, the Subscriber has received is representing and carefully read this Subscription Agreementwarranting that the Subscriber is an “Accredited Investor”, as the term is defined in Regulation D under the 1933 Act and in Multilateral Instrument 45-103 adopted by the British Columbia Securities Commission; the decision to execute this Subscription Agreement and purchase acquire the Securities hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company, and such decision is based entirely upon a review of information (the receipt of which is hereby acknowledged) which has been filed by the Company with the United States Securities and Exchange Commission and in compliance, or intended compliance, with applicable securities legislation (collectively, the "Public Record"); if the Company has presented a business plan to the Subscriber, the Subscriber acknowledges that the business plan may not be achieved or be achievable; no securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities; there is no government or other insurance covering the Securities; there are risks associated with an investment in the Securities, as more fully described in certain information forming part of the Public Record; 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 to sell the Securities through a person registered to sell securities under the Securities Act (British Columbia) (the “B.C. Act”) and, as a consequence of acquiring the Securities pursuant to this exemption, certain protections, rights and remedies provided by the B.C. Act, including statutory rights of rescission or damages, will not be available to the Subscriber; the Subscriber has not acquired the Securities as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 1000 Xxx) in the United States in respect of any of the Securities which would 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 any of the Shares or Warrant Shares; provided, however, that the Subscriber may sell or otherwise dispose of any of the Shares or Warrant Shares pursuant to registration thereof under the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements; the Subscriber and the Subscriber's ’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the Offeringdistribution of the Securities hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company; the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by Subscribers the Subscriber during reasonable business hours at its principal place of business business, and that all documents, records and books in connection with the Offering distribution of the Securities hereunder have been made available for inspection by the Subscriber, the Subscriber's attorney ’s lawyer and/or advisor(s); the Company is entitled to rely on the representations and warranties of the Subscriber contained in this Subscription Agreement and the Subscriber will hold harmless the Company from any loss or damage it or they may suffer as a result of the Subscriber's failure to correctly complete this Subscription Agreement; the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders shareholders, from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein herein, the Questionnaire or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith; none of the Securities are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber has been advised that any of the Securities will become listed on any stock exchange or automated dealer quotation system; except that currently the common shares of the Company are quoted for trading on the OTC Bulletin Board; in addition to consult resale restrictions imposed under U.S. securities laws, there are additional restrictions on the Subscriber's own legal, tax and other advisors with respect ’s ability to resell the merits and risks of an investment in the Securities and with respect to applicable resale restrictions Shares and the Subscriber is solely responsible (Warrant Shares under the B.C. Act and Multilateral Instrument 45-102 adopted by the British Columbia Securities Commission; the Company is will refuse to register any transfer of the Shares or the Warrant Shares not made in any way responsible) for compliance accordance with applicable resale restrictions; the Subscriber is acquiring the Securities provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation; the Subscriber has been advised that the business of the Company is in a start-up phase and acknowledges that there is no assurance that the Company will raise sufficient funds to adequately capitalize the business or that the business will be profitable in the future; the Company is not a reporting issuer in any Canadian province and accordingly, resale of any of the Securities in Canada is restricted except pursuant to an exemption from applicable securities legislation; neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities; no documents in connection with the Offering have been reviewed by the SEC or any state securities administrators; there is no government or other insurance covering any of the Securities; the issuance and sale of the Securities to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company1933 Act; the statutory and regulatory basis for the exemption claimed for the offer and sale of the Securities, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act; the Subscriber has been advised to consult the Subscriber’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Securities and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with: any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Securities hereunder, and applicable resale restrictions; and this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.