Suitability of Canadian Purchasers. The Underwriters agree to reasonably confirm that each Canadian purchaser: (i) is an “accredited investor” as defined in Section 1.1 of National Instrument 45-106 Prospectus Exemptions (“NI 45-106”) (other than an individual described in paragraphs (j), (k) or (l) of the definition of “accredited investor” in section 1.1 of NI 45-106 or a person in respect of which all of the owners of interests, direct, indirect or beneficial are individuals described in paragraphs (j), (k) or (l) of the definition of “accredited investor” in section 1.1 of NI 45-106); (ii) is not a person created or being used solely to purchase or hold securities as an accredited investor as described in paragraph (m) of the definition of “accredited investor” in section 1.1 of NI 45-106, (iii) is purchasing as principal (or deemed to be purchasing as principal under Canadian Securities Laws) and (iv) is, if resident in or otherwise subject to the applicable Canadian Securities Laws of the Province of British Columbia, a “permitted client” as defined in National Instrument 31-103 Registration Requirements and Exemptions (“NI 31-103”), and obtain, as necessary, and retain relevant information and documentation to evidence the steps taken to verify compliance with the exemption in accordance with its usual document retention policies and procedures in compliance with applicable laws, and provide to the Company forthwith upon request all such information or documentation as the Company may reasonably request in good faith and solely for the purpose of verifying compliance with the exemption.
