Common use of Documents Required from Subscriber Clause in Contracts

Documents Required from Subscriber. 3.1 The Subscriber must complete, sign and return to the Issuer the following documents: (a) this Agreement; (b) if the Subscriber is a U.S. Purchaser (as defined in Exhibit A), the United States Accredited Investor Questionnaire (the “Questionnaire”) attached as Exhibit A; (c) such other supporting documentation that the Issuer or the Issuer’s Counsel may request to establish the Subscriber’s qualification as a qualified investor; and (d) the Subscriber acknowledges and agrees that the Issuer will not consider the Subscription for acceptance unless the Subscriber has provided all of such documents to the Issuer. 3.2 As soon as practicable upon any request by the Issuer, the Subscriber will complete, sign and return to the Issuer any additional documents, questionnaires, notices and undertakings as may be required by any regulatory authorities or applicable laws. 3.3 The Issuer and the Subscriber acknowledge and agree that the Issuer’s Counsel has acted as counsel only to the Issuer and is not protecting the rights and interests of the Subscriber. The Subscriber acknowledges and agrees that the Issuer and the Issuer’s Counsel have given the Subscriber the opportunity to seek, and are hereby recommending that the Subscriber obtain, independent legal advice with respect to the subject matter of this Agreement and, further, the Subscriber hereby represents and warrants to the Issuer and the Issuer’s Counsel that the Subscriber has sought independent legal advice or waives such advice.

Documents Required from Subscriber. 3.1 The Subscriber must complete, sign and return to the Issuer the following documents: (a) this Agreement; (b) if the Subscriber is not a U.S. Purchaser (as defined in Exhibit A)B) and is resident in Canada, the United States Accredited Non-U.S. Investor Questionnaire (the “Non-U.S. Questionnaire”) attached as Exhibit AA that starts on page 18; (c) if the Subscriber is a U.S. Purchaser (as defined in Exhibit B), the U.S. Investor Questionnaire (the “U.S. Questionnaire” and, together with the Non-U.S. Questionnaire, the “Questionnaires”) attached as Exhibit B that starts on page 23; and (d) such other supporting documentation that as the Issuer or the Issuer’s Counsel legal counsel (the “Issuer’s Counsel”) may request to establish the Subscriber’s qualification as a qualified investor; and (d) , and the Subscriber acknowledges and agrees that the Issuer will not consider the Subscription for acceptance unless the Subscriber has provided all of such documents to the Issuer. 3.2 As soon as practicable upon any request by the Issuer, the Subscriber will complete, sign and return to the Issuer any additional documents, questionnaires, notices and undertakings as may be reasonably required by any regulatory authorities or applicable laws. 3.3 The Issuer and the Subscriber acknowledge and agree that the Issuer’s Counsel has acted as counsel only to the Issuer and is not protecting the rights and interests of the Subscriber. The Subscriber acknowledges and agrees that the Issuer and the Issuer’s Counsel have given the Subscriber the opportunity to seek, and are hereby recommending that the Subscriber obtain, independent legal advice with respect to the subject matter of this Agreement and, further, the Subscriber hereby represents and warrants to the Issuer and the Issuer’s Counsel that the Subscriber has sought independent legal advice or waives such advice.

Documents Required from Subscriber. 3.1 The Subscriber must complete, sign and return to the Issuer the following documents: (a) this Agreement; (b) if the Subscriber is a resident of Canada, the Canadian Investor Questionnaire (the “Canadian Questionnaire”) attached as Exhibit A that starts on page 14, along with any additional evidence that may be requested by the Issuer to verify the information provided in the Canadian Questionnaire; (c) if the Subscriber is a U.S. Purchaser (as defined in Exhibit AB), the United States Accredited Investor Questionnaire (the “U.S. Questionnaire” and, together with the Canadian Questionnaire, the “Questionnaires”) attached as Exhibit A;B that starts on page 24 along with any additional evidence that may be requested by the Issuer to verify the information provided in the U.S. Questionnaire; and (cd) such other supporting documentation that the Issuer or the Issuer’s Counsel may request to establish the Subscriber’s qualification as a qualified investor; and (d) the . The Subscriber acknowledges and agrees that the Issuer will not consider the Subscription for acceptance unless the Subscriber has provided all of such documents to the Issuer. 3.2 As soon as practicable upon any request by the Issuer, the Subscriber will complete, sign and return to the Issuer any additional documents, questionnaires, notices and undertakings as may be required by any regulatory authorities or applicable laws. 3.3 The Issuer and the Subscriber acknowledge and agree that the Issuer’s Counsel has acted as counsel only to the Issuer and is not protecting the rights and interests of the Subscriber. The Subscriber acknowledges and agrees that the Issuer and the Issuer’s Counsel have given the Subscriber the opportunity to seek, and are hereby recommending that the Subscriber obtain, independent legal advice with respect to the subject matter of this Agreement and, further, the Subscriber hereby represents and warrants to the Issuer and the Issuer’s Counsel that the Subscriber has sought independent legal advice or waives such advice.

Documents Required from Subscriber. 3.1 The Subscriber must complete, sign and return to the Issuer the following documents: (a) this Agreement; (b) if the Subscribers is a resident of Canada, the Canadian Investor Questionnaire (the “Canadian Questionnaire”) attached as Exhibit A that starts on page 14, along with any additional evidence that may be requested by the Issuer to verify the information provided in the Canadian Questionnaire; (c) if the Subscriber is a U.S. Purchaser (as defined in Exhibit AB), the United States Accredited Investor Questionnaire (the “U.S. Questionnaire” and, together with the Canadian Questionnaire, the “Questionnaires”) attached as Exhibit A;B that starts on page 22; and (cd) such other supporting documentation that the Issuer or counsel of the Issuer (the “Issuer’s Counsel Counsel”) may request to establish the Subscriber’s qualification as a qualified investor; and, (de) and the Subscriber acknowledges and agrees that the Issuer will not consider the Subscription for acceptance unless the Subscriber has provided all of such documents to the Issuer. 3.2 As soon as practicable upon any request by the Issuer, the Subscriber will complete, sign and return to the Issuer any additional documents, questionnaires, notices and undertakings as may be required by any regulatory authorities or applicable laws. 3.3 The Issuer and the Subscriber acknowledge and agree that the Issuer’s Counsel has acted as counsel only to the Issuer and is not protecting the rights and interests of the Subscriber. The Subscriber acknowledges and agrees that the Issuer and the Issuer’s Counsel have given the Subscriber the opportunity to seek, and are hereby recommending that the Subscriber obtain, independent legal advice with respect to the subject matter of this Agreement and, further, the Subscriber hereby represents and warrants to the Issuer and the Issuer’s Counsel that the Subscriber has sought independent legal advice or waives such advice.

Documents Required from Subscriber. 3.1 The Subscriber must complete, sign and return to the Issuer the following documents: (a) this Agreement; (b) if the Subscriber is a U.S. Purchaser (as defined in Exhibit A), the United States Accredited Investor Questionnaire (the “"Questionnaire”") attached as Exhibit A; (c) such other supporting documentation that the Issuer or the Issuer’s Counsel may request to establish the Subscriber’s qualification as a qualified investor; and (d) the Subscriber acknowledges and agrees that the Issuer will not consider the Subscription for acceptance unless the Subscriber has provided all of such documents to the Issuer. 3.2 As soon as practicable upon any request by the Issuer, the Subscriber will complete, sign and return to the Issuer any additional documents, questionnaires, notices and undertakings as may be required by any regulatory authorities or applicable laws. 3.3 The Issuer and the Subscriber acknowledge and agree that the Issuer’s Counsel has acted as counsel only to the Issuer and is not protecting the rights and interests of the Subscriber. The Subscriber acknowledges and agrees that the Issuer and the Issuer’s Counsel have given the Subscriber the opportunity to seek, and are hereby recommending that the Subscriber obtain, independent legal advice with respect to the subject matter of this Agreement and, further, the Subscriber hereby represents and warrants to the Issuer and the Issuer’s Counsel that the Subscriber has sought independent legal advice or waives such advice.

Documents Required from Subscriber. 3.1 The Subscriber must complete, sign and return to the Issuer the following documents: (a) this Agreement; (b) if the Subscriber is a U.S. Purchaser (as defined in Exhibit A), the United States Accredited Investor Questionnaire (the “Questionnaire”) attached as Exhibit A;A that starts on page 18; and (c) such other supporting documentation that as the Issuer or the Issuer’s Counsel legal counsel (the “Issuer’s Counsel”) may request to establish the Subscriber’s qualification as a qualified investor; and (d) , and the Subscriber acknowledges and agrees that the Issuer will not consider the Subscription for acceptance unless the Subscriber has provided all of such documents to the Issuer. 3.2 As soon as practicable upon any request by the Issuer, the Subscriber will complete, sign and return to the Issuer any additional documents, questionnaires, notices and undertakings as may be reasonably required by any regulatory authorities or applicable laws. 3.3 The Issuer and the Subscriber acknowledge and agree that the Issuer’s Counsel has acted as counsel only to the Issuer and is not protecting the rights and interests of the Subscriber. The Subscriber acknowledges and agrees that the Issuer and the Issuer’s Counsel have given the Subscriber the opportunity to seek, and are hereby recommending that the Subscriber obtain, independent legal advice with respect to the subject matter of this Agreement and, further, the Subscriber hereby represents and warrants to the Issuer and the Issuer’s Counsel that the Subscriber has sought independent legal advice or waives such advice.

Documents Required from Subscriber. 3.1 The Subscriber must complete, sign and return to the Issuer the following documents: (a) this Agreement; (b) if the Subscribers is a resident of Canada, the Canadian Investor Questionnaire (the “Canadian Questionnaire”) attached as Exhibit A that starts on page , along with any additional evidence that may be requested by the Issuer to verify the information provided in the Canadian Questionnaire; (c) if the Subscriber is a U.S. Purchaser (as defined in Exhibit AB), the United States Accredited Investor Questionnaire (the “U.S. Questionnaire” and, together with the Canadian Questionnaire, the “Questionnaires”) attached as Exhibit A;B that starts on page ; and (cd) such other supporting documentation that the Issuer or counsel of the Issuer (the “Issuer’s Counsel Counsel”) may request to establish the Subscriber’s qualification as a qualified investor; and, (de) and the Subscriber acknowledges and agrees that the Issuer will not consider the Subscription for acceptance unless the Subscriber has provided all of such documents to the Issuer. 3.2 As soon as practicable upon any request by the Issuer, the Subscriber will complete, sign and return to the Issuer any additional documents, questionnaires, notices and undertakings as may be required by any regulatory authorities or applicable laws. 3.3 The Issuer and the Subscriber acknowledge and agree that the Issuer’s Counsel has acted as counsel only to the Issuer and is not protecting the rights and interests of the Subscriber. The Subscriber acknowledges and agrees that the Issuer and the Issuer’s Counsel have given the Subscriber the opportunity to seek, and are hereby recommending that the Subscriber obtain, independent legal advice with respect to the subject matter of this Agreement and, further, the Subscriber hereby represents and warrants to the Issuer and the Issuer’s Counsel that the Subscriber has sought independent legal advice or waives such advice.

Documents Required from Subscriber. 3.1 The Prior to the Closing, the Subscriber must complete, sign and return to the Issuer the following documents: (a) this Agreement; (b) the Canadian Investor Questionnaire (the “Canadian Questionnaire”) attached as Exhibit A that starts on page 15, along with any additional evidence that may be requested by the Issuer to verify the information provided in the Canadian Questionnaire; (c) if the Subscriber is a U.S. Purchaser (as defined in Exhibit AB), and you are a current security holder of the Issuer or have a substantive pre-existing relationship with the Issuer, the United States Accredited Investor Questionnaire (the “U.S. Questionnaire” and, together with the Canadian Questionnaire, the “Questionnaires”) attached as Exhibit AB that starts on page 29 along with any additional evidence that may be requested by the Issuer to verify the information provided in the U.S. Questionnaire; (cd) if the Subscriber is not subscribing through a person registered as a registered firm, registered individual or an exempt market dealer (each as defined in National Instrument 31-103 – Registration Requirements and Exemptions), or the Subscriber is acquiring the Shares directly from the Issuer without the involvement of a finder, the “Risk Acknowledgement Form” attached hereto as Exhibit C, which is on page 34; and (e) such other supporting documentation that the Issuer or the Issuer’s Counsel may request to establish the Subscriber’s qualification as a qualified investor; and (d) , and the Subscriber acknowledges and agrees that the Issuer will not consider the Subscription for acceptance unless the Subscriber has provided all of such documents to the Issuer. 3.2 As soon as practicable upon any request by the Issuer, the Subscriber will complete, sign and return to the Issuer any additional documents, questionnaires, notices and undertakings as may be required by any regulatory authorities or applicable laws. 3.3 The Issuer and the Subscriber acknowledge and agree that the Issuer’s Counsel has acted as legal counsel only to the Issuer and is not protecting the rights and interests of the Subscriber. The Subscriber acknowledges and agrees that the Issuer and the Issuer’s Counsel have given the Subscriber the opportunity to seek, and are hereby recommending that the Subscriber obtain, independent legal advice with respect to the subject matter of this Agreement andAgreement, further, and the Subscriber hereby represents and warrants to the Issuer and the Issuer’s Counsel that the Subscriber has sought such independent legal advice or waives such advice.

Documents Required from Subscriber. 3.1 The Subscriber must complete, sign and return to the Issuer the following documents: (a) this Agreement; (b) if the Subscriber is a U.S. Purchaser (as defined in Exhibit A), the United States Accredited Investor Questionnaire (the “Questionnaire”) attached as Exhibit A; (c) such other supporting documentation that the Issuer or the Issuer’s Counsel legal counsel may request to establish the Subscriber’s qualification as a qualified investor; and (d) the Subscriber acknowledges and agrees that the Issuer will not consider the Subscription for acceptance unless the Subscriber has provided all of such documents to the Issuer. 3.2 As soon as practicable upon any request by the Issuer, the Subscriber will complete, sign and return to the Issuer any additional documents, questionnaires, notices and undertakings as may be required by any regulatory authorities or applicable laws. 3.3 The Issuer and the Subscriber acknowledge and agree that the Issuer’s Counsel legal counsel has acted as counsel only to the Issuer and is not protecting the rights and interests of the Subscriber. The Subscriber acknowledges and agrees that the Issuer and the Issuer’s Counsel legal counsel have given the Subscriber the opportunity to seek, and are hereby recommending that the Subscriber obtain, independent legal advice with respect to the subject matter of this Agreement and, further, the Subscriber hereby represents and warrants to the Issuer and the Issuer’s Counsel legal counsel that the Subscriber has sought independent legal advice or waives such advice.

Documents Required from Subscriber. 3.1 The Subscriber must complete, sign and return to the Issuer the following documents: (a) this Agreement; (b) if the Subscriber is resident of Canada, the Canadian Investor Questionnaire (the “Canadian Questionnaire”) attached as Exhibit A that starts on page 14, along with any additional evidence that may be requested by the Issuer to verify the information provided in the Canadian Questionnaire; (c) if the Subscriber is a U.S. Purchaser (as defined in Exhibit AB), the United States Accredited Investor Questionnaire (the “U.S. Questionnaire” and, together with the Canadian Questionnaire, the “Questionnaires”) attached as Exhibit AB that starts on page 28 along with any additional evidence that may be requested by the Issuer to verify the information provided in the U.S. Questionnaire; (cd) the Selling Stockholder Questionnaire attached as Exhibit F that starts on page 41; (e) unless the Subscriber is subscribing through a person registered as a broker or an exempt market dealer (as defined in National Instrument 31-103 – Registration Requirements and Exemptions), or unless the Subscriber is acquiring the Securities directly from the Issuer without involvement of a finder, the “Risk Acknowledgement Form” attached as Exhibit C that is on page 33; (f) if the Subscriber is not an individual or is a portfolio manager and does not have a current Corporate Placee Registration Form on file with the TSX Venture Exchange (the “Exchange”), the Corporate Placee Registration Form attached as Exhibit D that starts on page 34, unless the Subscriber has previously submitted this form to the Exchange, there have been no changes to its content, and the Subscriber has checked the box to that effect on page 2 of this Agreement; and (g) such other supporting documentation that the Issuer or the Issuer’s Counsel may request to establish the Subscriber’s qualification as a qualified investor; and (d) , and the Subscriber acknowledges and agrees that the Issuer will not consider the Subscription for acceptance unless the Subscriber has provided all of such documents to the Issuer. 3.2 As soon as practicable upon any request by the Issuer, the Subscriber will complete, sign and return to the Issuer any additional documents, questionnaires, notices and undertakings as may be required by any regulatory authorities or applicable laws. 3.3 The Issuer and the Subscriber acknowledge and agree that the Issuer’s Counsel has acted as counsel only to the Issuer and is not protecting the rights and interests of the Subscriber. The Subscriber acknowledges and agrees that the Issuer and the Issuer’s Counsel have given the Subscriber the opportunity to seek, and are hereby recommending that the Subscriber obtain, independent legal advice with respect to the subject matter of this Agreement and, further, the Subscriber hereby represents and warrants to the Issuer and the Issuer’s Counsel that the Subscriber has sought independent legal advice or waives such advice.

Documents Required from Subscriber. 3.1 The Subscriber must complete, sign and return to the Issuer the following documents: (a) an executed copy of this Agreement; (b) if unless the Subscriber is a U.S. Purchaser (as defined in Exhibit A)Purchaser, the United States Accredited an Investor Questionnaire (the “Canadian Questionnaire”) attached as Exhibit “A”, along with the applicable Appendix; (c) if subscribing as an “accredited investor” and an individual, Exhibit “B” AND Exhibit “C”; (d) if you are a U.S. Purchaser, complete and execute the U.S. Accredited Investor Certificate in the form attached to this Subscription Agreement as Exhibit “E”; and (e) such other supporting documentation that the Issuer or the Issuer’s Counsel its legal counsel may request to establish the Subscriber’s qualification as a qualified investor; and (d) the Subscriber acknowledges and agrees that the Issuer will not consider the Subscription for acceptance unless the Subscriber has provided all of such documents to the Issuer. 3.2 As soon as practicable upon any request by the Issuer, the The Subscriber will shall complete, sign and return to the Issuer as soon as possible, on request by the Issuer, any additional documents, questionnaires, notices and undertakings as may be required by any regulatory authorities or and applicable lawslaw. 3.3 The Issuer and the Subscriber Both parties to this Agreement acknowledge and agree that the Issuer’s Counsel G▇▇▇▇▇▇▇▇ has acted as counsel only to the Issuer and is not protecting the rights and interests of the Subscriber. The Subscriber acknowledges and agrees that the Issuer and the Issuer’s Counsel G▇▇▇▇▇▇▇▇ have given the Subscriber the opportunity to seek, and are hereby recommending that the Subscriber obtain, independent legal advice with respect to the subject matter of this Agreement and, further, the Subscriber hereby represents and warrants to the Issuer and the Issuer’s Counsel G▇▇▇▇▇▇▇▇ that the Subscriber has sought independent legal advice or waives such advice.

Documents Required from Subscriber. 3.1 The Subscriber must complete, sign and return to the Issuer the following documents: (a) this Agreement; (b) if the Subscriber is a U.S. Purchaser (as defined in Exhibit A), the United States Accredited Canadian Investor Questionnaire (the “Questionnaire”) attached as Exhibit A;A that starts on page 14, along with any additional evidence that may be requested by the Issuer to verify the information provided in the Questionnaire; and (c) such other supporting documentation that the Issuer or the Issuer’s Counsel may request to establish the Subscriber’s qualification as a qualified investor; and (d) , and the Subscriber acknowledges and agrees that the Issuer will not consider the Subscription for acceptance unless the Subscriber has provided all of such documents to the Issuer. 3.2 As soon as practicable upon any request by the Issuer, the Subscriber will complete, sign and return to the Issuer any additional documents, questionnaires, notices and undertakings as may be required by any regulatory authorities or applicable laws. 3.3 The Issuer and the Subscriber acknowledge and agree that the Issuer’s Counsel has acted as counsel only to the Issuer and is not protecting the rights and interests of the Subscriber. The Subscriber acknowledges and agrees that the Issuer and the Issuer’s Counsel have given the Subscriber the opportunity to seek, and are hereby recommending that the Subscriber obtain, independent legal advice with respect to the subject matter of this Agreement and, further, the Subscriber hereby represents and warrants to the Issuer and the Issuer’s Counsel that the Subscriber has sought independent legal advice or waives such advice.

Documents Required from Subscriber. 3.1 The Subscriber must complete, sign and return to the Issuer the following documents: (a) this Agreementthe Canadian Investor Questionnaire (the “Questionnaire”) attached as Schedule C that starts on page 21; (b) if the Subscriber is a U.S. Purchaser (as defined in Exhibit ASchedule D), the United States Accredited Investor Questionnaire (the “U.S. Questionnaire” and, together with the Canadian Questionnaire, the “Questionnaires”) attached as Exhibit A); (c) if you are an individual accredited investor, you must complete Form 45-106F9 which starts on page 32; (d) such other supporting documentation that the Issuer or the Issuer’s Counsel may request to establish the Subscriber’s qualification as a qualified investor; and (d) , and the Subscriber acknowledges and agrees that the Issuer will not consider the Subscription for acceptance unless the Subscriber has provided all of such documents to the Issuer. 3.2 As soon as practicable upon any request by the Issuer, the Subscriber will complete, sign and return to the Issuer any additional documents, questionnaires, notices and undertakings as may be required by any regulatory authorities or applicable laws. 3.3 The Issuer and the Subscriber acknowledge and agree that the Issuer’s Counsel has acted as counsel only to the Issuer and is not protecting the rights and interests of the Subscriber. The Subscriber acknowledges and agrees that the Issuer and the Issuer’s Counsel have given the Subscriber the opportunity to seek, and are hereby recommending that the Subscriber obtain, independent legal advice with respect to the subject matter of this Agreement and, further, the Subscriber hereby represents and warrants to the Issuer and the Issuer’s Counsel that the Subscriber has sought independent legal advice or waives such advice.

Documents Required from Subscriber. 3.1 The Subscriber must complete, sign and return to the Issuer the following documents: (a) this Agreement; (b) if the Subscriber is a U.S. Purchaser Investor Questionnaire (the “Investor Questionnaire”) attached as defined in Exhibit A), A that starts on page 15; (c) the United States Accredited Investor Questionnaire (the “U.S. Questionnaire” and, together with the Investor Questionnaire, the “Questionnaires”) attached as Exhibit A;B that starts on page 26; and (cd) such other supporting documentation that the Issuer or the Issuer’s Counsel may request to establish the Subscriber’s qualification as a qualified investor; and (d) , and the Subscriber acknowledges and agrees that the Issuer will not consider the Subscription for acceptance unless the Subscriber has provided all of such documents to the Issuer. 3.2 As soon as practicable upon any request by the Issuer, the Subscriber will complete, sign and return to the Issuer any additional documents, questionnaires, notices and undertakings as may be required by any regulatory authorities or applicable laws. 3.3 The Issuer and the Subscriber acknowledge and agree that the Issuer’s Counsel has acted as counsel only to the Issuer and is not protecting the rights and interests of the Subscriber. The Subscriber acknowledges and agrees that the Issuer and the Issuer’s Counsel have given the Subscriber the opportunity to seek, and are hereby recommending that the Subscriber obtain, independent legal advice with respect to the subject matter of this Agreement and, further, the Subscriber hereby represents and warrants to the Issuer and the Issuer’s Counsel that the Subscriber has sought independent legal advice or waives such advice.

Documents Required from Subscriber. 3.1 The Subscriber must complete, sign and return to the Issuer the following documents: (a) this Agreementthe Canadian Investor Questionnaire (the “Questionnaire”) attached as Schedule C that starts on page 22; (b) if the Subscriber is a U.S. Purchaser (as defined in Exhibit ASchedule D), the United States Accredited Investor Questionnaire (the “U.S. Questionnaire” and, together with the Canadian Questionnaire, the “Questionnaires”) attached as Exhibit A); (c) if you are an individual accredited investor, you must complete Form 45-106F9 which starts on page 32; (d) such other supporting documentation that the Issuer or the Issuer’s Counsel may request to establish the Subscriber’s qualification as a qualified investor; and (d) , and the Subscriber acknowledges and agrees that the Issuer will not consider the Subscription for acceptance unless the Subscriber has provided all of such documents to the Issuer. 3.2 As soon as practicable upon any request by the Issuer, the Subscriber will complete, sign and return to the Issuer any additional documents, questionnaires, notices and undertakings as may be required by any regulatory authorities or applicable laws. 3.3 The Issuer and the Subscriber acknowledge and agree that the Issuer’s Counsel has acted as counsel only to the Issuer and is not protecting the rights and interests of the Subscriber. The Subscriber acknowledges and agrees that the Issuer and the Issuer’s Counsel have given the Subscriber the opportunity to seek, and are hereby recommending that the Subscriber obtain, independent legal advice with respect to the subject matter of this Agreement and, further, the Subscriber hereby represents and warrants to the Issuer and the Issuer’s Counsel that the Subscriber has sought independent legal advice or waives such advice.

Documents Required from Subscriber. 3.1 The Subscriber must complete, sign and return to the Issuer the following documents: (a) : this Agreement; (b) if the Subscriber is a U.S. Purchaser (as defined in Exhibit A), the United States Accredited Investor Questionnaire (the “Questionnaire”) attached as Exhibit A; (c) ; and such other supporting documentation that the Issuer or its legal counsel (the “Issuer’s Counsel Counsel”) may request to establish the Subscriber’s qualification as a qualified investor; and (d) and the Subscriber acknowledges and agrees that the Issuer will not consider the Subscription for acceptance unless the Subscriber has provided all of such documents to the Issuer. 3.2 . As soon as practicable upon any request by the Issuer, the Subscriber will complete, sign and return to the Issuer any additional documents, questionnaires, notices and undertakings as may be required by any regulatory authorities or applicable laws. 3.3 . The Issuer and the Subscriber acknowledge and agree that the Issuer’s Counsel has acted as counsel only to the Issuer and is not protecting the rights and interests of the Subscriber. The Subscriber acknowledges and agrees that the Issuer and the Issuer’s Counsel have given the Subscriber the opportunity to seek, and are hereby recommending that the Subscriber obtain, independent legal advice with respect to the subject matter of this Agreement and, further, the Subscriber hereby represents and warrants to the Issuer and the Issuer’s Counsel that the Subscriber has sought independent legal advice or waives such advice.

Documents Required from Subscriber. 3.1 The Subscriber must complete, sign and return to the Issuer the following documents: (a) this Agreement;; and (b) if the Subscriber is a U.S. Purchaser (as defined in Exhibit A), the United States Accredited Investor Questionnaire (the “Questionnaire”) attached as Exhibit A; (c) such other supporting documentation that as the Issuer or the Issuer’s Counsel legal counsel (the “Issuer’s Counsel”) may request to establish the Subscriber’s qualification as a qualified investor; and (d) , and the Subscriber acknowledges and agrees that the Issuer will not consider the Subscription for acceptance unless the Subscriber has provided all of such documents to the Issuer. 3.2 As soon as practicable upon any request by the Issuer, the Subscriber will complete, sign and return to the Issuer any additional documents, questionnaires, notices and undertakings as may be reasonably required by any regulatory authorities or applicable laws. 3.3 The Issuer and the Subscriber acknowledge and agree that C▇▇▇▇ ▇▇▇▇▇▇ LLP (the “Issuer’s Counsel Counsel”) has acted as counsel only to the Issuer and is not protecting the rights and interests of the Subscriber. The Subscriber acknowledges and agrees that the Issuer and the Issuer’s Counsel have given the Subscriber the opportunity to seek, and are hereby recommending that the Subscriber obtain, independent legal advice with respect to the subject matter of this Agreement and, further, the Subscriber hereby represents and warrants to the Issuer and the Issuer’s Counsel that the Subscriber has sought independent legal advice or waives such advice.

Documents Required from Subscriber. 3.1 The Subscriber must complete, sign and return to the Issuer the following documents: (a) this Agreement;; and (b) if the Subscriber is a U.S. Purchaser (as defined in Exhibit A), the United States Accredited Investor Questionnaire (the “Questionnaire”) attached as Exhibit A; (c) such other supporting documentation that as the Issuer or the Issuer’s Counsel legal counsel (the “Issuer’s Counsel”) may request to establish the Subscriber’s qualification as a qualified investor; and (d) , and the Subscriber acknowledges and agrees that the Issuer will not consider the Subscription for acceptance unless the Subscriber has provided all of such documents to the Issuer. 3.2 As soon as practicable upon any request by the Issuer, the Subscriber will complete, sign and return to the Issuer any additional documents, questionnaires, notices and undertakings as may be reasonably required by any regulatory authorities or applicable laws. 3.3 The Issuer and the Subscriber acknowledge and agree that ▇▇▇▇▇ ▇▇▇▇▇▇ LLP (the “Issuer’s Counsel Counsel”) has acted as counsel only to the Issuer and is not protecting the rights and interests of the Subscriber. The Subscriber acknowledges and agrees that the Issuer and the Issuer’s Counsel have given the Subscriber the opportunity to seek, and are hereby recommending that the Subscriber obtain, independent legal advice with respect to the subject matter of this Agreement and, further, the Subscriber hereby represents and warrants to the Issuer and the Issuer’s Counsel that the Subscriber has sought independent legal advice or waives such advice.

Documents Required from Subscriber. 3.1 The Subscriber must complete, sign and return to the Issuer the following documents: (a) an executed copy of this Agreement; (b) if the Subscriber is a U.S. Purchaser (as defined in Exhibit A), the United States Accredited an Investor Questionnaire (the “Investor Questionnaire”) attached as Exhibit A;; and (c) such other supporting documentation that the Issuer or the Issuer’s Counsel its legal counsel may request in connection with the Offering and to establish the Subscriber’s qualification as a qualified investor; and (d) investor and/or required to register any security interest on behalf of the Subscriber, and the Subscriber acknowledges and agrees that the Issuer will not consider the Subscription for acceptance unless the Subscriber has provided all of such documents to the Issuer. 3.2 As soon as practicable upon any request by the Issuer, the The Subscriber will shall complete, sign and return to the Issuer as soon as possible, on request by the Issuer, any additional documents, questionnaires, notices and undertakings as may be required by any regulatory authorities or and applicable lawslaw. 3.3 The Issuer and the Subscriber Both parties to this Agreement acknowledge and agree that the issuer's counsel ▇▇▇▇▇▇▇▇ Law Corporation ("Issuer’s Counsel has Counsel") have acted as counsel only to the Issuer and is are not protecting the rights and interests of the Subscriber, except as regards the legal opinion to be delivered by Issuer’s Counsel addressed to the Subscriber referred to in Section 4.2(e). The Subject to the foregoing, the Subscriber acknowledges and agrees that the Issuer and the Issuer’s Counsel its counsel have given the Subscriber the opportunity to seek, and are hereby recommending that the Subscriber obtain, independent legal advice with respect to the subject matter of this Agreement and, further, the Subscriber hereby represents and warrants to the Issuer and the Issuer’s Counsel its counsel that the Subscriber has sought independent legal advice or waives such advice.

Documents Required from Subscriber. 3.1 The Subscriber must complete, sign and return to the Issuer the following documents: (a) this Agreement;; and (b) if the Subscriber is a U.S. Purchaser (as defined in Exhibit A), the United States Accredited Investor Questionnaire (the “Questionnaire”) attached as Exhibit A; (c) such other supporting documentation that the Issuer or the Issuer’s 's Counsel may request to establish the Subscriber’s 's qualification as a qualified investor; and (d) , and the Subscriber acknowledges and agrees that the Issuer will not consider the Subscription for acceptance unless the Subscriber has provided all of such documents to the Issuer. 3.2 As soon as practicable upon any request by the Issuer, the Subscriber will complete, sign and return to the Issuer any additional documents, questionnaires, notices and undertakings as may be required by any regulatory authorities or applicable laws. 3.3 The Issuer and the Subscriber acknowledge and agree that the Issuer’s 's Counsel has acted as counsel only to the Issuer and is not protecting the rights and interests of the Subscriber. The Subscriber acknowledges and agrees that the Issuer and the Issuer’s 's Counsel have given the Subscriber the opportunity to seek, and are hereby recommending that the Subscriber obtain, independent legal advice with respect to the subject matter of this Agreement and, further, the Subscriber hereby represents and warrants to the Issuer and the Issuer’s 's Counsel that the Subscriber has sought independent legal advice or waives such advice.