Experience of Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Shares, and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of an investment in the Shares and, at the present time, is able to afford a complete loss of such investment.

Investment Experience. If shares of Parent Common Stock are issuable to such CO Member or CO Indirect Holder upon consummation of the transactions contemplated hereby, # such CO Member or CO Indirect Holder understands and acknowledges that such CO Member or CO Indirect Holder’s investment in the Parent Common Stock involves a high degree of risk and has sought such accounting, legal and tax advice as such CO Member or CO Indirect Holder has considered necessary to make an informed investment decision with respect to such CO Member or CO Indirect Holder’s acquisition of the Parent Common Stock;(b) such CO Member or CO Indirect Holder is fully aware of # the highly speculative nature of an investment in the Parent Common Stock, # the financial hazards involved, # the lack of liquidity of the Parent Common Stock including the restrictions on Transfer and other obligations with respect thereto set forth in the Agreement, # the qualifications and backgrounds of the management of Parent, and # the tax consequences of acquiring the Parent Common Stock; # such CO Member or CO Indirect Holder has such knowledge and experience in financial and business matters such that such CO Member or CO Indirect Holder is capable of evaluating the merits and risks associated with consummating the transactions contemplated hereby and accepting the Parent Common Stock as consideration in accordance with the terms of the Agreement (including this Annex I), has the capacity to protect such CO Member or CO Indirect Holder’s own interests in connection with the transactions contemplated by the Agreement (including this Annex I), and is financially capable of bearing a total loss of the Parent Common Stock; and # such CO Member or CO Indirect Holder, by reason of his, her or its business or financial experience or that of its, his or her professional advisers who are unaffiliated with and who are not compensated by Parent or any Affiliate or selling agent of Parent, directly or indirectly, has the capacity to protect such CO Member or CO Indirect Holder’s own interests in connection with the transactions contemplated by the Agreement (including this Annex I).

Investment Experience. Investor acknowledges that it can bear the economic risk and complete loss of its investment in the Shares and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment contemplated hereby.

experience in financial and business matters that the Purchaser is capable of evaluating the merits

Section # Investment Experience. Each Principal Shareholder has such knowledge, experience and skill in evaluating and investing in securities, based on actual participation in financial, investment and business matters, so that he, she or it is capable of evaluating the merits and risks of an investment in the Purchaser Stock, and has such knowledge, experience and skill in financial, investment and business matters that he is capable of evaluating the merits and risks of the investment in Purchaser and the suitability of the Purchaser Stock as an investment and can bear the economic risk of an investment in the Purchaser Stock indefinitely. Each Principal Shareholder understands that no guarantees have been made or can be made with respect to the future value, if any, of the Purchaser Stock, or the profitability or success of Purchaser’s business.

The expert is to be a person with over ten years' experience in Tax appointed by the Purchaser, being the person selected by the Vendor from the three potential experts nominated by the Purchaser.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, and on each date on which it exercises any Warrants, it will be either: # an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or # a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. In addition, such Purchaser represents and acknowledges that # he, she or it is not a resident of Canada or a person or an entity that is in Canada, # the Securities have not been qualified for distribution by prospectus in Canada, and may not be offered or sold in Canada during the course of their distribution except pursuant to a Canadian prospectus or a prospectus exemption, and # he, she or it is not buying the Securities with a view to distribute them to a resident of Canada or a person or an entity that is in Canada.

Purchaser Status. At the time Purchaser was offered the Shares, it was, and as of the date hereof it is, either: # an “accredited investor” as defined in Rule 501(a) under the Securities Act or # a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act.

Purchaser Status. At the time the Purchaser was offered Securities, it was, and at the date hereof is, an “accredited investor” as defined in Rule 501(a) of the Securities Act. Neither the Purchaser nor any of its Rule 506(d) Related Parties is a “bad actor” within the meaning of Rule 506(d) of the Securities Act. For purposes of this Agreement, a “Rule 506(d) Related Party” shall mean a person or entity covered by the “Bad Actor disqualification” provision of Rule 506(d) of the Securities Act.

Purchaser Ownership. Assuming that the Company’s representations in Section 2.3 with respect to the number of outstanding shares of Common Stock are accurate as of the Closing, the Purchaser will not beneficially own more than 19.99% of the Common Stock immediately following the Closing. For purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act.