Common use of Securities Provisions Clause in Contracts

Securities Provisions. 7.1. The Seller acknowledges and agrees that the Company Shares are “restricted securities” within the meaning of the U.S. Securities Act and will be issued to the Seller in accordance with Regulation D of the U.S. Securities Act. Any certificates representing the Company Shares will be endorsed with the following legend in accordance with Regulation D of the U.S. Securities Act: 7.2. The Seller agrees not to reoffer, resell, transfer or dispose the Company Shares unless such reoffer, resale, transfer or disposition is made pursuant to an effective registration under the U.S. Securities Act and any applicable state securities laws, or pursuant to an available exemption from the registration requirements of the U.S. Securities Act, and any applicable state securities laws. The Seller further agrees that the Company may refuse to register any resale or transfer of the Company Shares not made pursuant to an effective registration under the U.S. Securities Act and any applicable state securities law or pursuant to an available exemption from the registration requirements of the U.S. Securities Act. 7.3. The Seller covenants, represents and warrants to the Company as follows, and acknowledges that the Company is relying upon such covenants, representations and warranties in connection with the sale of the Company Shares to the Seller: (a) An investment in the Company’s securities is highly speculative, and the Seller is an investor in securities of companies in the development stage and acknowledges that it is able to fend for itself, can bear the economic risk of his investment, has such knowledge and experience in financial or business matters such that he is capable of evaluating the merits and risks of the investment in the securities of the Company. (b) The Seller can bear the economic risk of an investment in the securities of the Company. (c) The Seller has had full opportunity to review the Company’s filings with the SEC, including the Company’s annual reports on Form 10-K, quarterly reports on Form 10-Q, Current Reports on Form 8-K and additional information regarding the business and financial condition of the Company. The Seller believes it has received all the information it considers necessary or appropriate for deciding whether to purchase the Company Shares. The Seller further represents that it has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Company Shares under this Agreement and the business, properties, prospects and financial condition of the Company. The Seller has had full opportunity to discuss this information with the Seller’s legal and financial advisers prior to execution of this Agreement. (d) The Seller acknowledges that it has been informed that the offering of the Company Shares by the Company has not been reviewed by the SEC or any other regulatory body and that the Company Shares are being issued by the Company pursuant to an exemption from registration under the Securities Act and any applicable state securities laws. (e) The Seller understands that the Company Shares will be "restricted securities" under the U.S. Securities Act and the rules and regulations promulgated thereunder as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the U.S. Securities Act only in certain limited circumstances. In this connection, the Seller represents that it is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the U.S. Securities Act and the rules and regulations promulgated thereunder. (f) The Seller acknowledges that the Company is in the early stages of development of its business and may require substantial funds in the near future in order to continue as a going concern. (g) The Seller is not aware of any general solicitation or advertisement of the Company Shares.

Securities Provisions. 7.1. The Seller acknowledges and agrees that the Company Shares are “restricted securities” within the meaning of the U.S. Securities Act and will be issued to the Seller in accordance with Regulation D of the U.S. Securities Act. Any certificates representing the Company Shares will be endorsed with the following legend in accordance with Regulation D DS of the U.S. Securities Act: 7.2. The Seller agrees not to reoffer, resell, transfer or dispose the Company Shares unless such reoffer, resale, transfer or disposition is made pursuant to an effective registration under the U.S. Securities Act and any applicable state securities laws, or pursuant to an available exemption from the registration requirements of the U.S. Securities Act, and any applicable state securities laws. The Seller further agrees that the Company may refuse to register any resale or transfer of the Company Shares not made pursuant to an effective registration under the U.S. Securities Act and any applicable state securities law or pursuant to an available exemption from the registration requirements of the U.S. Securities Act. 7.3. The Seller covenants, represents and warrants to the Company as follows, and acknowledges that the Company is relying upon such covenants, representations and warranties in connection with the sale of the Company Shares to the Seller: (a) An investment in the Company’s securities is highly speculative, and the Seller is an investor in securities of companies in the development stage and acknowledges that it is able to fend for itself, can bear the economic risk of his investment, has such knowledge and experience in financial or business matters such that he is capable of evaluating the merits and risks of the investment in the securities of the Company. (b) The Seller can bear the economic risk of an investment in the securities of the Company. (c) The Seller has had full opportunity to review the Company’s filings with the SEC, including the Company’s annual reports on Form 10-K, quarterly reports on Form 10-Q, Current Reports on Form 8-K and additional information regarding the business and financial condition of the Company. The Seller believes it has received all the information it considers necessary or appropriate for deciding whether to purchase the Company Shares. The Seller further represents that it has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Company Shares under this Agreement and the business, properties, prospects and financial condition of the Company. The Seller has had full opportunity to discuss this information with the Seller’s legal and financial advisers prior to execution of this Agreement. (d) The Seller acknowledges that it has been informed that the offering of the Company Shares by the Company has not been reviewed by the SEC or any other regulatory body and that the Company Shares are being issued by the Company pursuant to an exemption from registration under the Securities Act and any applicable state securities laws. (e) The Seller understands that the Company Shares will be "restricted securities" under the U.S. Securities Act and the rules and regulations promulgated thereunder as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the U.S. Securities Act only in certain limited circumstances. In this connection, the Seller represents that it is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the U.S. Securities Act and the rules and regulations promulgated thereunder. (f) The Seller acknowledges that the Company is in the early stages of development of its business and may require substantial funds in the near future in order to continue as a going concern. (g) The Seller is not aware of any general solicitation or advertisement of the Company Shares.

Securities Provisions. 7.1. The Seller Vendor acknowledges and agrees that the Company Shares are “restricted securities” within the meaning of the U.S. Securities Act and will be issued to the Seller Vendor in accordance with Regulation D S of the U.S. Securities Act. Any certificates representing the Company Shares will be endorsed with the following legend in accordance with Regulation D S of the U.S. Securities Act: 7.2. The Seller Vendor agrees not to reoffer, resell, transfer or dispose the Company Shares unless such reoffer, resale, transfer or disposition is made pursuant to an effective registration under the U.S. Securities Act and any applicable state securities laws, or pursuant to an available exemption from the registration requirements of the U.S. Securities Act, and any applicable state securities laws. The Seller Vendor further agrees that the Company may refuse to register any resale or transfer of the Company Shares not made pursuant to an effective registration under the U.S. Securities Act and any applicable state securities law or pursuant to an available exemption from the registration requirements of the U.S. Securities Act. 7.3. The Seller Vendor covenants, represents and warrants to the Company as follows, and acknowledges that the Company is relying upon such covenants, representations and warranties in connection with the sale of the Company Shares to the SellerVendor: (a) An investment in the Company’s securities is highly speculative, and the Seller Vendor is an investor in securities of companies in the development stage and acknowledges that it is able to fend for itself, can bear the economic risk of his investment, has such knowledge and experience in financial or business matters such that he is capable of evaluating the merits and risks of the investment in the securities of the Company. (b) The Seller Vendor can bear the economic risk of an investment in the securities of the Company. (c) The Seller Vendor has had full opportunity to review the Company’s filings with the SEC, including the Company’s annual reports on Form 10-K, quarterly reports on Form 10-Q, Current Reports on Form 8-K and additional information regarding the business and financial condition of the Company. The Seller Vendor believes it has received all the information it considers necessary or appropriate for deciding whether to purchase the Company Shares. The Seller Vendor further represents that it has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Company Shares under this Agreement and the business, properties, prospects and financial condition of the Company. The Seller Vendor has had full opportunity to discuss this information with the SellerVendor’s legal and financial advisers prior to execution of this Agreement. (d) The Seller Vendor acknowledges that it has been informed that the offering of the Company Shares by the Company has not been reviewed by the SEC or any other regulatory body and that the Company Shares are being issued by the Company pursuant to an exemption from registration under the Securities Act and any applicable state securities laws. (e) The Seller Vendor understands that the Company Shares will be "restricted securities" under the U.S. Securities Act and the rules and regulations promulgated thereunder as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the U.S. Securities Act only in certain limited circumstances. In this connection, the Seller Vendor represents that it is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the U.S. Securities Act and the rules and regulations promulgated thereunder. (f) The Seller Vendor acknowledges that the Company is in the early stages of development of its business and may require substantial funds in the near future in order to continue as a going concern. (g) The Seller Vendor is not aware of any general solicitation or advertisement of the Company Shares. 7.4. The Vendor acknowledges and agrees that the Company is an “OTC reporting issuer” as that term is defined in MI 51-105, and that the Company Shares will be issued and sold pursuant to exemptions from the prospectus requirements of applicable Canadian securities laws. The Vendor further acknowledges and agrees that the Company Shares may not be traded in or from a jurisdiction in Canada unless such trade is made in accordance with the provisions of MI 51-105, the Vendor will, and will cause its affiliates to, comply with such conditions in making any trade of the Company Shares in or form a jurisdiction in Canada and the Company will refuse to register any transfer of the Company Shares made in connection with a trade of the Company Shares in or from a jurisdiction in Canada and not made in accordance with the provisions of MI 51-105. Notwithstanding the generality of the foregoing, as of the date hereof, MI 51-105 generally provides that the Company Shares may not be traded in or form a jurisdiction in Canada unless the following conditions have been met: (a) A four month period has passed from the later of (i) the date that the Company distributed the Company Shares, and (ii) the date the Company Shares were distributed by a control person of the Company; (b) If the person trading the Company Shares is a control person of the Company, such person has held the Company Shares for at least 6 months; (c) The number of the Company Shares that the person proposes to trade, plus the number of common shares of the Company that such person has traded in the preceding 12 months, does not exceed 5% of the Company’s outstanding common shares; (d) The trade is made through an investment dealer registered in a jurisdiction in Canada; (e) The investment dealer executes the trade through any of the over-the-counter markets in the United States; (f) There has been no unusual effort made to prepare the market or create a demand for the Company Shares; (g) No extraordinary commission or other consideration is paid to a person for the trade; (h) If the person trading the Company Shares is an insider of the Company, the person reasonably believes that the Company is not in default of securities legislation; and (i) All certificates representing the Company Shares bear the Canadian restrictive legend set out in Section 13(1) of MI 51-105. 7.5. As of the date hereof, the Vendor represents and warrants to the Company that it does not presently intend to trade the Company Shares in or from a jurisdiction in Canada. If, after the date hereof, the Vendor does not trade the Company Shares in or from a jurisdiction in Canada, it will, prior to any such trade, and in addition to complying with the provisions of section 7.4 of this Agreement, re-submit all certificates representing the Company Shares to the Vendor for purposes of having the legend set out in Section 13(1) of MI 51-105 endorsed on such certificates.