Acknowledgements and Agreements of Subscriber. 5.1 The Subscriber acknowledges and agrees that: (a) the Shares are “restricted securities” as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), the resale of the Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such registration is available for their resale; (b) Other than as contemplated herein, the Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act; (c) By completing the Questionnaire, the Subscriber is representing and warranting that the Subscriber is an accredited investor as the term is defined in Rule 501 of Regulation D; (d) The decision to execute this Subscription Agreement and acquire the Shares agreed to be purchased hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company; (e) The Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the issuance of the Shares hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company; (f) The books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber during reasonable business hours at its principal place of business, and all documents, records and books in connection with the distribution of the Shares hereunder have been made available for inspection by the Subscriber, the Subscriber's lawyer and/or advisor(s); (g) The Company is entitled to rely on the representations and warranties of the Subscriber contained in this Subscription Agreement and the Questionnaire and the Subscriber will hold harmless the Company from any loss or damage it or they may suffer as a result of the Subscriber's failure to correctly complete this Subscription Agreement or the Questionnaire; (h) The Subscriber will indemnify and hold harmless the Company and, where applicable, its directors, officers, employees, agents, advisors and shareholders, from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained in this Subscription Agreement, the Questionnaire or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith; (i) The Subscriber has been advised to consult the Subscriber's own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with: (i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Shares hereunder, and (ii) applicable resale restrictions; (j) Neither the Commission nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of any of the Shares; (k) No documents in connection with the sale of the Shares hereunder have been reviewed by the Commission or any state securities administrators; (l) There is no government or other insurance covering any of the Shares; (m) This Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company. 6.
Appears in 1 contract
Acknowledgements and Agreements of Subscriber. 5.1 The Subscriber acknowledges and agrees that:
(a) the Shares are “restricted securities” as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), the resale of the Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such registration is available for their resale;
(b) Other than as contemplated herein, the Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act;
(c) By completing the Questionnaire, the The Subscriber is representing and warranting that the Subscriber is an accredited investor as the term is defined in Rule 501 of Regulation D;
(d) The decision to execute this Subscription Agreement and acquire the Shares agreed to be purchased hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company;
(e) The Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the issuance of the Shares hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company;
(f) The books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber during reasonable business hours at its principal place of business, and all documents, records and books in connection with the distribution of the Shares hereunder have been made available for inspection by the Subscriber, the Subscriber's lawyer and/or advisor(s);
(g) The Company is entitled to rely on the representations and warranties of the Subscriber contained in this Subscription Agreement and the Questionnaire and the Subscriber will hold harmless the Company from any loss or damage it or they may suffer as a result of the Subscriber's failure to correctly complete this Subscription Agreement or the QuestionnaireAgreement;
(h) The Subscriber will indemnify and hold harmless the Company and, where applicable, its directors, officers, employees, agents, advisors and shareholders, from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained in this Subscription Agreement, the Questionnaire Agreement or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(i) The Subscriber has been advised to consult the Subscriber's own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with: (i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Shares hereunder, and (ii) applicable resale restrictions;
(j) Neither the Commission nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of any of the Shares;
(k) No documents in connection with the sale of the Shares hereunder have been reviewed by the Commission or any state securities administrators;
(l) There is no government or other insurance covering any of the Shares;
(m) This Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company. 6.
Appears in 1 contract
Acknowledgements and Agreements of Subscriber. 5.1 4.1 The Subscriber acknowledges and agrees that:
(a) the Shares are “restricted securities” as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), the resale of the Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such registration is available for their resale;
(b) Other than as contemplated herein, the Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act;
(c) By completing the Questionnaire, the Subscriber is representing and warranting that the Subscriber is an accredited investor as the term is defined in Rule 501 of Regulation D;
(d) The decision to execute this Subscription Agreement and acquire the Shares agreed to be purchased hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the CompanyIssuer;
(b) the Subscriber understands and agrees that the Issuer and others will rely upon the truth and accuracy of the acknowledgements, representations, warranties, covenants and agreements contained in this Agreement and the Questionnaires, as applicable, and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Subscriber shall promptly notify the Issuer;
(c) there are risks associated with the purchase of the Shares;
(d) all of the information which the Subscriber has provided to the Issuer is correct and complete as of the date this Agreement is signed, and if there should be any change in such information prior to the Closing, the Subscriber will immediately provide the Issuer with such information;
(e) The Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the issuance of the Shares hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company;
(f) The books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber during reasonable business hours at its principal place of business, and all documents, records and books in connection with the distribution of the Shares hereunder have been made available for inspection by the Subscriber, the Subscriber's lawyer and/or advisor(s);
(g) The Company Issuer is entitled to rely on the representations and warranties of the Subscriber contained in this Subscription Agreement and the Questionnaire Questionnaires, as applicable, and the Subscriber will hold harmless the Company Issuer from any loss or damage it or they may suffer as a result of the Subscriber's ’s failure to correctly complete this Subscription Agreement or the QuestionnaireQuestionnaires, as applicable;
(hf) The Subscriber will indemnify and hold harmless the Company and, where applicable, its directors, officers, employees, agents, advisors and shareholders, from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained in this Subscription Agreement, the Questionnaire or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(i) The Subscriber has been advised to consult the Subscriber's ’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions, and it is solely responsible (and the Company Issuer is not in any way responsible) for compliance with: :
(i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Shares hereunder, and and
(ii) applicable resale restrictions;
(g) the Subscriber understands and agrees that there may be material tax consequences to the Subscriber of an acquisition or disposition of the Shares, and that the Issuer gives no opinion and makes no representation with respect to the tax consequences to the Subscriber under federal, state, provincial, local, or foreign tax law of the Subscriber’s acquisition or disposition of the Shares;
(h) the Issuer is not a reporting issuer as that term is defined in applicable securities legislation nor will it become a reporting issuer in any jurisdiction in Canada following completion of the Offering and, as a result the Issuer will not be subject to the continuous disclosure requirements under the securities legislation of Canada, including the requirements relating to the production and filing of audited financial statements and other financial information;
(i) the Subscriber acknowledges and agrees that there is no ready public market for the Shares and that there is no guarantee that a market for their resale will ever exist. The Subscriber must bear the economic risk of this investment indefinitely and the Issuer has no obligation to list the Shares on any market or take any steps (including registration under the Securities Act of 1933, as amended (the “1933 Act”) or the Securities Exchange Act of 1934, as amended) with respect to facilitating trading or resale of the Shares. The Subscriber acknowledges that the Subscriber is able to bear the economic risk of losing the Subscriber’s entire investment in the Shares. The Subscriber also understands that an investment in the Issuer involves significant risks and has taken full cognizance of and understands all of the risk factors relating to the purchase of the Shares;
(j) Neither the Commission nor any other no Canadian securities commission or similar regulatory authority in Canada has reviewed or passed on the merits of any of the Shares;
(k) No documents in connection with the sale of the Shares hereunder have been reviewed by the Commission or any state securities administrators;
(l) There there is no government or other insurance covering any of the Shares;
(l) there are restrictions under Canadian securities laws on the Subscriber’s ability to resell the Shares to a person resident in Canada and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with such restrictions before selling any of the Shares;
(m) This Subscription this Agreement is not enforceable by the Subscriber unless it has been accepted by the CompanyIssuer, and the Subscriber acknowledges and agrees that the Issuer reserves the right to reject any Subscription for any reason whatsoever;
(n) The Subscriber acknowledges that the price of the Shares was set by the Issuer on the basis of the Issuer’s internal valuation and no warranties are made as to value; and
(o) The Issuer has engaged I-Bankers Direct LLC as the broker-dealer (the “Broker-Dealer”) to offer the shares to prospective investors in the United States on a best efforts basis. 6The Issuer has agreed to pay the Broker-Dealer selling commissions of three percent (3.0%) of the gross offering proceeds in the United States and in exchange for Broker-Dealer introducing the Offering to its network of investors, the Issuer will pay the Broker-Dealer an additional eight percent (8%) of the aggregate amount raised as a direct result of such introductions, up to a maximum of $2,400,000.
Appears in 1 contract
Samples: Subscription Agreement (SciMar Ltd.)
Acknowledgements and Agreements of Subscriber. 5.1 4.1 The Subscriber acknowledges and agrees that:
(a) the Shares are “restricted securities” as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), the resale of the Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such registration is available for their resale;
(b) Other than as contemplated herein, the Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act;
(c) By completing the Questionnaire, the Subscriber is representing and warranting that the Subscriber is an accredited investor as the term is defined in Rule 501 of Regulation D;
(d) The decision to execute this Subscription Agreement and acquire the Shares agreed to be purchased hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the CompanyIssuer;
(b) the Subscriber understands and agrees that the Issuer and others will rely upon the truth and accuracy of the acknowledgements, representations, warranties, covenants and agreements contained in this Agreement and the Questionnaires, as applicable, and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Subscriber shall promptly notify the Issuer;
(c) there are risks associated with the purchase of the Shares;
(d) all of the information which the Subscriber has provided to the Issuer is correct and complete as of the date this Agreement is signed, and if there should be any change in such information prior to the Closing, the Subscriber will immediately provide the Issuer with such information;
(e) The Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the issuance of the Shares hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company;
(f) The books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber during reasonable business hours at its principal place of business, and all documents, records and books in connection with the distribution of the Shares hereunder have been made available for inspection by the Subscriber, the Subscriber's lawyer and/or advisor(s);
(g) The Company Issuer is entitled to rely on the representations and warranties of the Subscriber contained in this Subscription Agreement and the Questionnaire Questionnaires, as applicable, and the Subscriber will hold harmless the Company Issuer from any loss or damage it or they may suffer as a result of the Subscriber's ’s failure to correctly complete this Subscription Agreement or the QuestionnaireQuestionnaires, as applicable;
(hf) The Subscriber will indemnify and hold harmless the Company and, where applicable, its directors, officers, employees, agents, advisors and shareholders, from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained in this Subscription Agreement, the Questionnaire or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(i) The Subscriber has been advised to consult the Subscriber's ’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions, and it is solely responsible (and the Company Issuer is not in any way responsible) for compliance with: :
(i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Shares hereunder, and and
(ii) applicable resale restrictions;
(g) the Subscriber understands and agrees that there may be material tax consequences to the Subscriber of an acquisition or disposition of the Shares, and that the Issuer gives no opinion and makes no representation with respect to the tax consequences to the Subscriber under federal, state, provincial, local, or foreign tax law of the Subscriber’s acquisition or disposition of the Shares;
(h) the Issuer is not a reporting issuer as that term is defined in applicable securities legislation nor will it become a reporting issuer in any jurisdiction in Canada following completion of the Offering and, as a result:
(i) the Issuer will not be subject to the continuous disclosure requirements under the securities legislation of Canada, including the requirements relating to the production and filing of audited financial statements and other financial information, and
(ii) any applicable hold periods under Canadian securities legislation may never expire, and the Shares may be subject to Canadian restrictions on resale for an indefinite period of time;
(i) the Issuer will make a notation on its records or give instructions to the registrar and transfer agent of the Issuer, if applicable, in order to implement the restrictions on transfer set forth and described in Section 4.1(h)(ii);
(j) Neither the Commission nor Issuer is relying on exemptions (the “Exemptions”) from the prospectus requirements as set out in National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”) adopted by the Canadian Securities Administrators and other applicable securities laws which, among other restrictions, imposes a transfer restriction to the effect that, for so long as the Issuer is not a reporting issuer, all securities are subject to restrictions on transfer that are contained in the Issuer’s constating documents, and further imposes a requirement to legend certificates representing the Shares to reflect such transfer restriction;
(k) these Exemptions are premised on the basis that a Canadian Subscriber does not require the protection of the applicable securities legislation by virtue of: (i) the relationship that the Subscriber has with the Issuer or one or more of the Issuer’s directors, executive officers, employees, founders and/or “control persons”, as defined in applicable securities legislation, as applicable; (ii) the Subscriber’s current involvement in the Issuer as a security holder of the Issuer, or (iii) the Subscriber’s status as an “accredited investor”, as defined in NI 45-106;
(l) the Subscriber acknowledges and agrees that there is no ready public market for the Shares and that there is no guarantee that a market for their resale will ever exist. The Subscriber must bear the economic risk of this investment indefinitely and the Issuer has no obligation to list the Shares on any market or take any steps (including registration under the Securities Act of 1933, as amended (the “1933 Act”) or the Securities Exchange Act of 1934, as amended) with respect to facilitating trading or resale of the Shares. The Subscriber acknowledges that the Subscriber is able to bear the economic risk of losing the Subscriber’s entire investment in the Shares. The Subscriber also understands that an investment in the Issuer involves significant risks and has taken full cognizance of and understands all of the risk factors relating to the purchase of the Shares;
(m) if the Subscriber is resident in or subject to the laws of Canada, the Issuer has advised the Subscriber that the Issuer is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell the Shares through a person registered to sell securities under provincial securities legislation and other applicable securities laws, as a consequence of acquiring the Shares pursuant to such exemption, certain protections, rights and remedies provided by the applicable securities legislation including the various provincial securities acts, including statutory rights of rescission or damages, will not be available to the Subscriber;
(n) no Canadian securities commission or similar regulatory authority in Canada has reviewed or passed on the merits of any of the Shares;
(ko) No documents in connection with the sale of the Shares hereunder have been reviewed by the Commission or any state securities administrators;
(l) There there is no government or other insurance covering any of the Shares;
(mp) This Subscription there are restrictions under Canadian securities laws on the Subscriber’s ability to resell the Shares and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with such restrictions before selling any of the Shares;
(q) this Agreement is not enforceable by the Subscriber unless it has been accepted by the CompanyIssuer, and the Subscriber acknowledges and agrees that the Issuer reserves the right to reject any Subscription for any reason whatsoever;
(r) the Issuer is not an investment fund within the meaning of [the Securities Act (Ontario).] No commission or finder’s fee has been or shall be paid to any director, officer, founder or control person of the Issuer or of an affiliate of the Issuer in connection with the issuance of the Shares hereunder;
(s) If the Subscriber is resident in or subject to the laws of Canada, the Issuer has made sufficient inquiry into and has obtained all relevant information and documentation required in order to assess and accept the Subscriber’s qualification as a qualified investor under NI 45-106 – Prospectus Exemptions;
(t) The Subscriber acknowledges that the price of the Shares was set by the Issuer on the basis of the Issuer’s internal valuation and no warranties are made as to value; and
(u) The Issuer has engaged StartEngine Primary LLC, as the broker-dealer (the “Broker-Dealer”) to offer the shares to prospective investors in the United States on a best efforts basis. 6The Issuer has agreed to pay the Broker-Dealer selling commissions of one percent (1.0%) of the gross offering proceeds in the United States plus a $15,000 up front non-refundable fee.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Caary Capital Ltd.)
Acknowledgements and Agreements of Subscriber. 5.1 4.1 The Subscriber acknowledges and agrees that:
(a) the Shares are “restricted securities” as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), the resale of the Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such registration is available for their resale;
(b) Other than as contemplated herein, the Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act;
(c) By completing the Questionnaire, the Subscriber is representing and warranting that the Subscriber is an accredited investor as the term is defined in Rule 501 of Regulation D;
(d) The decision to execute this Subscription Agreement and acquire the Shares agreed to be purchased hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the CompanyIssuer;
(eb) The the Subscriber understands and agrees that the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of Issuer and receive answers from others will rely upon the Company in connection with the issuance of the Shares hereunder, truth and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about acknowledgements, representations, warranties, covenants and agreements contained in this Agreement and the Companyexhibits attached hereto, as applicable, and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Subscriber shall promptly notify the Issuer;
(fc) The books and records all of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by information which the Subscriber during reasonable business hours at its principal place has provided to the Issuer is correct and complete as of businessthe date this Agreement is signed, and all documents, records and books if there should be any change in connection with such information prior to the distribution of the Shares hereunder have been made available for inspection by the SubscriberClosing, the Subscriber's lawyer and/or advisor(s)Subscriber will immediately provide the Issuer with such information;
(gd) The Company the Issuer is entitled to rely on the representations and warranties of the Subscriber contained in this Subscription Agreement and the Questionnaire exhibits attached hereto, as applicable, and the Subscriber will hold harmless the Company Issuer from any loss or damage it or they may suffer as a result of the Subscriber's failure to correctly complete this Subscription Agreement or the Questionnaireexhibits attached hereto, as applicable;
(he) The Subscriber will indemnify and hold harmless the Company and, where applicable, its directors, officers, employees, agents, advisors and shareholders, from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained in this Subscription Agreement, the Questionnaire or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(i) The Subscriber has been advised to consult the Subscriber's own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions, and it is solely responsible (and the Company Issuer is not in any way responsible) for compliance with: :
(i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Shares hereunder, and and
(ii) applicable resale restrictions;
(f) the Subscriber understands and agrees that there may be material tax consequences to the Subscriber of an acquisition or disposition of the Shares, and that the Issuer gives no opinion and makes no representation with respect to the tax consequences to the Subscriber under federal, state, provincial, local or foreign tax law of the Subscriber's acquisition or disposition of the Shares;
(g) the Issuer is not a reporting issuer as that term is defined in applicable securities legislation nor will it become a reporting issuer in any jurisdiction in Canada following completion of the Offering and, as a result:
(i) the Issuer will not be subject to the continuous disclosure requirements under the securities legislation of Canada, including the requirements relating to the production and filing of audited financial statements and other financial information, and
(ii) any applicable hold periods under applicable Canadian securities legislation may never expire, and the Shares may be subject to restrictions on resale for an indefinite period of time;2
(h) upon the issuance thereof, and until such time as the same is no longer required under applicable Canadian securities laws and regulations, any certificates representing the Shares will bear legends setting out resale restrictions under applicable securities legislation, and unless permitted under applicable securities legislation, the Shares may not be traded before the date that is four months and a day after (i) the date of closing, and (ii) the date the Issuer became a reporting issuer in any province or territory.
(i) the Issuer will make a notation on its records or give instructions to the registrar and transfer agent of the Issuer, if applicable, in order to implement the restrictions on transfer set forth and described in this Agreement;
(j) Neither the Commission nor Subscriber is purchasing the Shares as principal and not for the benefit of any other Person, or is deemed to be purchasing the Shares as principal under applicable securities laws, or if the Subscriber is purchasing as agent or trustee for a beneficial purchaser, such agent or trustee is purchasing the Shares as principal and for the benefit of any other person, or is deemed under applicable securities laws to be purchasing the Shares as principal; ____________________________ 2 NTD Osler: On the U.S. side, the securities will be free trading and will not bear a 1933 Act legend.
(k) if the Subscriber is resident in, or is otherwise subject to the securities laws of a jurisdiction of Canada, then:
(i) such Subscriber is purchasing the Shares as an "accredited investor" within the meaning of NI 45-106, or as agent for a beneficial purchaser disclosed on page 2 of this Agreement, and such disclosed beneficial purchaser is an "accredited investor" within the meaning of NI 45-106;
(ii) such Subscriber, or the beneficial purchaser for whom such Subscriber is contracting hereunder is, as the case may be, a person, other than an individual or an investment fund, that has net assets of at least $5,000,000 as shown on such Subscriber or beneficial purchaser's most recently prepared financial statements, as applicable, was not, or the beneficial purchaser for whom such Subscriber is contracting was not, as the case may be, created or used solely to purchaser or hold securities as an accredited investor in paragraph (m) of the definition of "accredited investor" in NI 45-106; and
(iii) such Subscriber has completed, executed and delivered a certificate in the form attached as Exhibit A, hereto, together with a complete Appendix A to Exhibit "A" and, if applicable, Appendix B to Exhibit "A";
(l) unless the Subscriber is a U.S. Purchaser, the Subscriber, has not received or been provided with or had delivered a prospectus, registration statement, offering memorandum (within the meaning of applicable securities laws) or any document purporting to describe the business and affairs of the Issuer which has been prepared for review by prospectus purchasers to assist in making an investment decision in respect of the Shares; and that the decision to enter into this Subscription Agreement and to purchase the Shares from the Issuer is based entirely upon this Agreement and not upon any other verbal or written representation as to fact or otherwise made by or on behalf of the Issuer;
(m) the Subscriber acknowledges and agrees that there is no ready public market for the Shares and that there is no guarantee that a market for their resale will ever exist. The Subscriber must bear the economic risk of this investment indefinitely and the Issuer has no obligation to list the Shares on any market or take any steps (including registration under the Securities Act of 1933, as amended (the "1933 Act") or the Securities Exchange Act of 1934, as amended) with respect to facilitating trading or resale of the Shares. The Subscriber acknowledges that the Subscriber is able to bear the economic risk of losing the Subscriber's entire investment in the Shares. The Subscriber also understands that an investment in the Issuer involves significant risks and has taken full cognizance of and understands all of the risk factors relating to the purchase of the Shares;
(n) the Issuer has advised the Subscriber that the Issuer is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell the Shares through a person registered to sell securities under provincial securities legislation and other applicable Canadian securities laws, as a consequence of acquiring the Shares pursuant to such exemption, certain protections, rights and remedies provided by the applicable securities legislation including the various provincial securities acts, including statutory rights of rescission or damages, will not be available to the Subscriber;
(o) no Canadian securities commission or similar regulatory authority in Canada has reviewed or passed on the merits of any of the Shares;
(kp) No documents in connection with the sale of the Shares hereunder have been reviewed by the Commission or any state securities administrators;
(l) There there is no government or other insurance covering any of the Shares;
(mq) This Subscription there are restrictions under Canadian securities laws on the Subscriber's ability to resell the Shares and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with such restrictions before selling any of the Shares;
(r) this Agreement is not enforceable by the Subscriber unless it has been accepted by the CompanyIssuer, and the Subscriber acknowledges and agrees that the Issuer reserves the right to reject any Subscription for any reason whatsoever;
(s) the Issuer is not an investment fund within the meaning of the Securities Act (British Columbia). 6No commission or finder's fee has been or shall be paid to any director, officer, founder or control person of the Issuer or of an affiliate of the Issuer in connection with the issuance of the Shares hereunder;
(t) if the Subscriber is resident in or subject to the laws of Canada, the Issuer has made sufficient inquiry into and has obtained all relevant information and documentation required in order to assess and accept the Subscriber's qualification as a qualified investor under NI 45-106 - Prospectus Exemptions;
(u) the Subscriber acknowledges that the price of the Shares was set by the Issuer on the basis of the Issuer's internal valuation and no warranties are made as to value;
(v) the Issuer has engaged Dalmore Group LLC, as the broker-dealer (the "Broker-Dealer") to offer the Shares to prospective U.S. Purchasers (as defined in Exhibit B) on a best-efforts basis. The Issuer has agreed to pay the Broker-Dealer selling commissions of one percent (1.0%) of the gross offering proceeds in the United States.
Appears in 1 contract
Acknowledgements and Agreements of Subscriber. 5.1 The Subscriber acknowledges and agrees (on its own behalf and, if applicable, on behalf of each Beneficial Purchaser for whom the Subscriber is contracting hereunder) that:
(a) the Shares are “restricted securities” as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), the resale of the Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such registration is available for their resale;
(b) Other than as contemplated herein, the Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act;
(c) By completing the Questionnaire, the Subscriber is representing and warranting that the Subscriber is an accredited investor as the term is defined in Rule 501 of Regulation D;
(d) The decision to execute this Subscription Agreement and acquire the Shares Securities agreed to be purchased hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the CompanyIssuer and such decision is based entirely upon a review of any public information which has been filed by the Issuer with the Securities and Exchange Commission (the “SEC”) in compliance, or intended compliance, with applicable securities legislation;
(eb) The the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company Issuer in connection with the issuance distribution of the Shares Securities hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about the CompanyIssuer;
(fc) The the books and records of the Company Issuer were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber during reasonable business hours at its principal place of business, and all documents, records and books in connection with the distribution of the Shares Securities hereunder have been made available for inspection by the Subscriber, the Subscriber's ’s lawyer and/or advisor(s);
(gd) The Company the Issuer is entitled to rely on the representations and warranties of the Subscriber contained in this Subscription Agreement and the Questionnaire and the Subscriber will hold harmless the Company Issuer from any loss or damage it or they may suffer as a result of the Subscriber's ’s failure to correctly complete this Subscription Agreement or the QuestionnaireAgreement;
(he) The the Subscriber will indemnify and hold harmless the Company Issuer and, where applicable, its directors, officers, employees, agents, advisors and shareholders, from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained in this Subscription Agreement, the Questionnaire Agreement or in any document furnished by the Subscriber to the Company Issuer in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company Issuer in connection therewith;
(if) The the issuance and sale of the Securities to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Issuer acting reasonably, it is not in the best interests of the Issuer;
(g) none of the Securities are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Securities will become listed on any stock exchange or automated dealer quotation system;
(h) the Subscriber has been advised to consult the Subscriber's ’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares Securities and with respect to applicable resale restrictions, and it is solely responsible (and the Company Issuer is not in any way responsible) for compliance with: :
(i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Shares Securities hereunder, and and
(ii) applicable resale restrictions;
(ji) Neither the Commission nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of any of the Shares;
(k) No documents in connection with the sale of the Shares hereunder have been reviewed by the Commission or any state securities administrators;
(l) There there is no government or other insurance covering any of the Shares;Securities; and
(mj) This this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company. 6Issuer.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Online Disruptive Technologies, Inc.)
Acknowledgements and Agreements of Subscriber. 5.1 4.1 The Subscriber acknowledges and agrees that:
(a) the Shares are “restricted securities” as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), the resale of the Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such registration is available for their resale;
(b) Other than as contemplated herein, the Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act;
(c) By completing the Questionnaire, the Subscriber is representing and warranting that the Subscriber is an accredited investor as the term is defined in Rule 501 of Regulation D;
(d) The decision to execute this Subscription Agreement and acquire the Shares agreed to be purchased hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the CompanyIssuer;
(b) the Subscriber understands and agrees that the Issuer and others will rely upon the truth and accuracy of the acknowledgements, representations, warranties, covenants and agreements contained in this Agreement and the Questionnaires, as applicable, and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Subscriber shall promptly notify the Issuer;
(c) there are risks associated with the purchase of the Shares;
(d) all of the information which the Subscriber has provided to the Issuer is correct and complete as of the date this Agreement is signed, and if there should be any change in such information prior to the Closing, the Subscriber will immediately provide the Issuer with such information;
(e) The Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the issuance of the Shares hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company;
(f) The books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber during reasonable business hours at its principal place of business, and all documents, records and books in connection with the distribution of the Shares hereunder have been made available for inspection by the Subscriber, the Subscriber's lawyer and/or advisor(s);
(g) The Company Issuer is entitled to rely on the representations and warranties of the Subscriber contained in this Subscription Agreement and the Questionnaire Questionnaires, as applicable, and the Subscriber will hold harmless the Company Issuer from any loss or damage it or they may suffer as a result of the Subscriber's ’s failure to correctly complete this Subscription Agreement or the QuestionnaireQuestionnaires, as applicable;
(hf) The Subscriber will indemnify and hold harmless the Company and, where applicable, its directors, officers, employees, agents, advisors and shareholders, from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained in this Subscription Agreement, the Questionnaire or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(i) The Subscriber has been advised to consult the Subscriber's ’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions, and it is solely responsible (and the Company Issuer is not in any way responsible) for compliance with: :
(i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Shares hereunder, and and
(ii) applicable resale restrictions;
(g) the Subscriber understands and agrees that there may be material tax consequences to the Subscriber of an acquisition or disposition of the Shares, and that the Issuer gives no opinion and makes no representation with respect to the tax consequences to the Subscriber under federal, state, provincial, local, or foreign tax law of the Subscriber’s acquisition or disposition of the Shares;
(h) the Issuer is not a reporting issuer as that term is defined in applicable securities legislation nor will it become a reporting issuer in any jurisdiction in Canada following completion of the Offering and, as a result the Issuer will not be subject to the continuous disclosure requirements under the securities legislation of Canada, including the requirements relating to the production and filing of audited financial statements and other financial information;
(i) the Issuer is relying on exemptions from the prospectus requirements as set out in NI 45-106 and other applicable securities laws which, among other restrictions, imposes a transfer restriction to the effect that, for so long as the Issuer is not a reporting issuer, all securities are subject to restrictions on transfer that are contained in the Issuer’s constating documents, and further imposes a requirement to legend certificates representing the Shares to reflect such transfer restriction;
(j) Neither the Commission nor Subscriber acknowledges and agrees that there is no ready public market for the Shares and that there is no guarantee that a market for their resale will ever exist. The Subscriber must bear the economic risk of this investment indefinitely and the Issuer has no obligation to list the Shares on any other market or take any steps (including registration under the Securities Act of 1933, as amended (the “1933 Act”) or the Securities Exchange Act of 1934, as amended) with respect to facilitating trading or resale of the Shares. The Subscriber acknowledges that the Subscriber is able to bear the economic risk of losing the Subscriber’s entire investment in the Shares. The Subscriber also understands that an investment in the Issuer involves significant risks and has taken full cognizance of and understands all of the risk factors relating to the purchase of the Shares;
(k) no Canadian securities commission or similar regulatory authority in Canada has reviewed or passed on the merits of any of the Shares;
(k) No documents in connection with the sale of the Shares hereunder have been reviewed by the Commission or any state securities administrators;
(l) There there is no government or other insurance covering any of the Shares;
(m) This Subscription there are restrictions under Canadian securities laws on the Subscriber’s ability to resell the Shares to a person resident in Canada and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with such restrictions before selling any of the Shares;
(n) this Agreement is not enforceable by the Subscriber unless it has been accepted by the CompanyIssuer, and the Subscriber acknowledges and agrees that the Issuer reserves the right to reject any Subscription for any reason whatsoever;
(o) no commission or finder’s fee has been or shall be paid to any director, officer, founder or control person of the Issuer or of an affiliate of the Issuer in connection with the issuance of the Shares hereunder;
(p) if the Subscriber is resident in or subject to the laws of Canada, the Issuer has made sufficient inquiry into and has obtained all relevant information and documentation required in order to assess and accept the Subscriber’s qualification as either an accredited or eligible investor under NI 45-106;
(q) the Subscriber acknowledges that the price of the Shares was set by the Issuer on the basis of the Issuer’s internal valuation and no warranties are made as to value; and
(r) the Issuer has engaged Texture Capital Inc. as the broker-dealer (the “Broker-Dealer”) to offer the shares to prospective investors in the United States on a best efforts basis. 6.The Issuer has agreed to pay the Broker-Dealer selling commissions of one percent (1.0%) of the gross offering proceeds, up to a maximum of $550,000, and two percent (2%) of the gross offering proceeds from the sale of Shares sold to Subscribers that the Broker-Dealer contacted directly to assist in closing a subscription or receiving subscription funds, up to a maximum of U.S.$1,000,000. In addition, in exchange for the Broker-Dealer introducing the Offering to its network of prospective investors, the Issuer will pay the Broker-Dealer a total commission of five percent (5%) of the aggregate amount raised as a direct result of such introductions, up to a maximum of $2,000,000
Appears in 1 contract
Samples: Subscription Agreement (SciMar Ltd.)
Acknowledgements and Agreements of Subscriber. 5.1 4.1 The Subscriber acknowledges and agrees that:
(a) the Shares are “restricted securities” as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), the resale of the Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such registration is available for their resale;
(b) Other than as contemplated herein, the Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act;
(c) By completing the Questionnaire, the Subscriber is representing and warranting that the Subscriber is an accredited investor as the term is defined in Rule 501 of Regulation D;
(d) The decision to execute this Subscription Agreement and acquire the Shares agreed to be purchased hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the CompanyIssuer;
(eb) The the Subscriber understands and agrees that the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of Issuer and receive answers from others will rely upon the Company in connection with the issuance of the Shares hereunder, truth and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about acknowledgements, representations, warranties, covenants and agreements contained in this Agreement and the Companyexhibits attached hereto, as applicable, and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Subscriber shall promptly notify the Issuer;
(fc) The books and records all of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by information which the Subscriber during reasonable business hours at its principal place has provided to the Issuer is correct and complete as of businessthe date this Agreement is signed, and all documents, records and books if there should be any change in connection with such information prior to the distribution of the Shares hereunder have been made available for inspection by the SubscriberClosing, the Subscriber's lawyer and/or advisor(s)Subscriber will immediately provide the Issuer with such information;
(gd) The Company the Issuer is entitled to rely on the representations and warranties of the Subscriber contained in this Subscription Agreement and the Questionnaire exhibits attached hereto, as applicable, and the Subscriber will hold harmless the Company Issuer from any loss or damage it or they may suffer as a result of the Subscriber's failure to correctly complete this Subscription Agreement or the Questionnaireexhibits attached hereto, as applicable;
(he) The Subscriber will indemnify and hold harmless the Company and, where applicable, its directors, officers, employees, agents, advisors and shareholders, from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained in this Subscription Agreement, the Questionnaire or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(i) The Subscriber has been advised to consult the Subscriber's own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions, and it is solely responsible (and the Company Issuer is not in any way responsible) for compliance with: :
(i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Shares hereunder, and and
(ii) applicable resale restrictions;
(f) the Subscriber understands and agrees that there may be material tax consequences to the Subscriber of an acquisition or disposition of the Shares, and that the Issuer gives no opinion and makes no representation with respect to the tax consequences to the Subscriber under federal, state, provincial, local or foreign tax law of the Subscriber's acquisition or disposition of the Shares;
(g) the Issuer is not a reporting issuer as that term is defined in applicable securities legislation nor will it become a reporting issuer in any jurisdiction in Canada following completion of the Offering and, as a result:
(i) the Issuer will not be subject to the continuous disclosure requirements under the securities legislation of Canada, including the requirements relating to the production and filing of audited financial statements and other financial information, and
(ii) any applicable hold periods under applicable Canadian securities legislation may never expire, and the Shares may be subject to restrictions on resale for an indefinite period of time;
(h) upon the issuance thereof, and until such time as the same is no longer required under applicable Canadian securities laws and regulations, any certificates representing the Shares will bear legends setting out resale restrictions under applicable securities legislation, and unless permitted under applicable securities legislation, the Shares may not be traded before the date that is four months and a day after (i) the date of closing, and (ii) the date the Issuer became a reporting issuer in any province or territory.
(i) the Issuer will make a notation on its records or give instructions to the registrar and transfer agent of the Issuer, if applicable, in order to implement the restrictions on transfer set forth and described in this Agreement;
(j) Neither the Commission nor Subscriber is purchasing the Shares as principal and not for the benefit of any other Person, or is deemed to be purchasing the Shares as principal under applicable securities laws, or if the Subscriber is purchasing as agent or trustee for a beneficial purchaser, such agent or trustee is purchasing the Shares as principal and for the benefit of any other person, or is deemed under applicable securities laws to be purchasing the Shares as principal;
(k) if the Subscriber is resident in, or is otherwise subject to the securities laws of a jurisdiction of Canada, then:
(i) such Subscriber is purchasing the Shares as an "accredited investor" within the meaning of NI 45-106, or as agent for a beneficial purchaser disclosed on page 2 of this Agreement, and such disclosed beneficial purchaser is an "accredited investor" within the meaning of NI 45-106;
(ii) such Subscriber, or the beneficial purchaser for whom such Subscriber is contracting hereunder is, as the case may be, a person, other than an individual or an investment fund, that has net assets of at least $5,000,000 as shown on such Subscriber or beneficial purchaser's most recently prepared financial statements, as applicable, was not, or the beneficial purchaser for whom such Subscriber is contracting was not, as the case may be, created or used solely to purchaser or hold securities as an accredited investor in paragraph (m) of the definition of "accredited investor" in NI 45-106; and
(iii) such Subscriber has completed, executed and delivered a certificate in the form attached as Exhibit A, hereto, together with a complete Appendix A to Exhibit "A" and, if applicable, Appendix B to Exhibit "A";
(l) unless the Subscriber is a U.S. Purchaser, the Subscriber, has not received or been provided with or had delivered a prospectus, registration statement, offering memorandum (within the meaning of applicable securities laws) or any document purporting to describe the business and affairs of the Issuer which has been prepared for review by prospectus purchasers to assist in making an investment decision in respect of the Shares; and that the decision to enter into this Subscription Agreement and to purchase the Shares from the Issuer is based entirely upon this Agreement and not upon any other verbal or written representation as to fact or otherwise made by or on behalf of the Issuer;
(m) the Subscriber acknowledges and agrees that there is no ready public market for the Shares and that there is no guarantee that a market for their resale will ever exist. The Subscriber must bear the economic risk of this investment indefinitely and the Issuer has no obligation to list the Shares on any market or take any steps (including registration under the Securities Act of 1933, as amended (the "1933 Act") or the Securities Exchange Act of 1934, as amended) with respect to facilitating trading or resale of the Shares. The Subscriber acknowledges that the Subscriber is able to bear the economic risk of losing the Subscriber's entire investment in the Shares. The Subscriber also understands that an investment in the Issuer involves significant risks and has taken full cognizance of and understands all of the risk factors relating to the purchase of the Shares;
(n) the Issuer has advised the Subscriber that the Issuer is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell the Shares through a person registered to sell securities under provincial securities legislation and other applicable Canadian securities laws, as a consequence of acquiring the Shares pursuant to such exemption, certain protections, rights and remedies provided by the applicable securities legislation including the various provincial securities acts, including statutory rights of rescission or damages, will not be available to the Subscriber;
(o) no Canadian securities commission or similar regulatory authority in Canada has reviewed or passed on the merits of any of the Shares;
(kp) No documents in connection with the sale of the Shares hereunder have been reviewed by the Commission or any state securities administrators;
(l) There there is no government or other insurance covering any of the Shares;
(mq) This Subscription there are restrictions under Canadian securities laws on the Subscriber's ability to resell the Shares and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with such restrictions before selling any of the Shares;
(r) this Agreement is not enforceable by the Subscriber unless it has been accepted by the CompanyIssuer, and the Subscriber acknowledges and agrees that the Issuer reserves the right to reject any Subscription for any reason whatsoever;
(s) the Issuer is not an investment fund within the meaning of the Securities Act (British Columbia). 6No commission or finder's fee has been or shall be paid to any director, officer, founder or control person of the Issuer or of an affiliate of the Issuer in connection with the issuance of the Shares hereunder;
(t) if the Subscriber is resident in or subject to the laws of Canada, the Issuer has made sufficient inquiry into and has obtained all relevant information and documentation required in order to assess and accept the Subscriber's qualification as a qualified investor under NI 45-106 - Prospectus Exemptions;
(u) the Subscriber acknowledges that the price of the Shares was set by the Issuer on the basis of the Issuer's internal valuation and no warranties are made as to value;
(v) the Issuer has engaged Dalmore Group LLC, as the broker-dealer (the "Broker-Dealer") to offer the Shares to prospective U.S. Purchasers (as defined in Exhibit B) on a best-efforts basis. The Issuer has agreed to pay the Broker-Dealer selling commissions of one percent (1.0%) of the gross offering proceeds in the United States.
Appears in 1 contract
