Page 47 - Listing Partners Pre Listing Offering

(k) If required by applicable Securities Laws or the Corporation, the Subscriber, and any Disclosed Principal for whom it is acting, will execute, deliver and file or assist the Corporation in filing such reports, undertakings and other documents with respect to the issue of the Common Shares, as may be required by any securities commission, stock exchange or other regulatory authority.
(l) The Subscriber, and each Disclosed Principal for whom it is acting, has been advised to consult its own legal advisors with respect to trading in the Common Shares, and with respect to the resale restrictions imposed by the Securities Laws and other applicable securities laws, and acknowledges that no representation has been made respecting the applicable hold periods imposed by the Securities Laws or other resale restrictions applicable to such securities which restrict the ability of the Subscriber, and any Disclosed Principal, to resell such securities, that the Subscriber is solely responsible to find out what these restrictions are and the Subscriber is solely responsible (and the Corporation is not in any way responsible) for compliance with applicable resale restrictions and the Subscriber is aware that it may not be able to resell such securities except in accordance with limited exemptions under the Securities Laws and other applicable securities laws.
(m) Neither the Subscriber or any Disclosed Principal for whom it is acting has received nor been provided with a prospectus, offering memorandum, within the meaning of the Securities Laws, or any sales or advertising literature in connection with the Offering.
(n) No person has made any written or oral representations, except for any provided in this Subscription Agreement:
(i) that any person will resell or repurchase any of the Securities;
(ii) that any person will refund the Subscription Price;
(iii) as to the future price or value of any of the Securities;
(iv) that any of the Securities will be listed or quoted, or that application has or will be made to list or quote any securities of the Corporation on any stock exchange or market.
(o) The Subscriber acknowledges, represents, warrants and agrees that the subscription for the Common Shares has not been made through or as a result of, and the distribution of the Common Shares is not being accompanied by any advertisement, including without limitation in printed public media, radio, television or telecommunications, including electronic display, or as part of a general solicitation.
(p) There are significant risks associated with the purchase of and investment in the Common Shares and the Subscriber, and each Disclosed Principal for whom it is acting, is knowledgeable, sophisticated and experienced in business and financial matters and is capable of evaluating the merits and risks of an investment in the Common Shares, fully understands the restrictions on resale of each of the Securities, and is able to bear the economic risk of an investment in the Common Shares, including the economic risk of loss of its entire investment.