Page 49 - Listing Partners Pre Listing Offering

sole responsibility of the Subscriber to determine and assess such tax consequences as may apply to its particular circumstances. The Subscriber has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Securities.
(w) The Subscriber acknowledges on its own behalf and on behalf of any Disclosed Principal for whom it is acting, that, from time to time, the Corporation may be required to disclose such personal information to securities regulatory authorities and stock exchanges and, by providing such personal information to the Corporation, the Subscriber hereby expressly consents on its own behalf, and on behalf of any Disclosed Principal for whom it is acting, to such disclosure.
(x) If the Subscriber, or any Disclosed Principal for whom it is acting, is not a person resident in Canada:
(i) the Subscriber or such Disclosed Principal is knowledgeable of, or has been independently advised as to, the applicable Securities Laws of the securities regulatory authorities (the “Authorities”) having application in the jurisdiction in which the Subscriber or such Disclosed Principal is resident (the “International Jurisdiction”) that would apply to the acquisition of the Securities;
(ii) the Subscriber or such Disclosed Principal is purchasing the Securities pursuant to exemptions from prospectus and registration or equivalent requirements under applicable Securities Laws of the Authorities in the International Jurisdiction or, if such is not applicable, the Subscriber or such Disclosed Principal is permitted to purchase the Securities under the applicable Securities Laws of the Authorities in the International Jurisdiction without the need to rely on any exemptions;
(iii) the applicable Securities Laws of the Authorities in the International Jurisdiction do not require the Corporation to make any filings or seek any approvals of any kind whatsoever from any Authority of any kind whatsoever in the International Jurisdiction in connection with the issue and sale or resale of the Subscriber’s Securities; and
(iv) the purchase of the Securities by the Subscriber or such Disclosed Principal does not trigger:
(a) any obligation to prepare and file a prospectus or similar document, or any other report or notice with respect to such purchase in the International Jurisdiction or to register any of the Securities with any Authority; or
(b) any continuous disclosure reporting obligation of the Corporation in the International Jurisdiction, and
the Subscriber will, if requested by the Corporation, deliver to the Corporation a certificate or opinion of local counsel, satisfactory to the Corporation, from the International Jurisdiction that will confirm the matters referred to in subparagraphs (ii), (iii) and (iv) above to the satisfaction of the Corporation, acting reasonably. In the event that the Subscriber is required to deliver an opinion of local counsel from the