Acknowledgements of the Subscriber. Subscriber acknowledges and agrees that:
(a) It has not received an offering memorandum or similar document and that its decision to enter into this subscription agreement and to purchase the Purchased Units has not been made upon any verbal or written representation as to fact or otherwise made by the Corporation or any other person associated therewith and that its decision is based entirely upon publicly available information concerning the Corporation and the representations of the Corporation contained herein, including the documents delivered in connection herewith.
(b) The distribution of the Purchased Units is being made on a private placement basis and has not been qualified pursuant to the securities laws of any province or territory of Canada, and any transaction involving the Purchased Units in any province or territory of Canada may constitute a violation of applicable Canadian provincial securities legislation unless carried out pursuant to an applicable exemption therefrom.
(c) It has been independently advised or is otherwise aware that any resale of the Purchased Securities is subject to certain resale restrictions provided for in certain securities legislation of the provinces and territories of Canada. The Purchased Securities are subject to statutory "hold periods" during which they may not be resold, except pursuant to a further statutory exemption from the applicable prospectus and distribution requirements under securities legislation, or unless an appropriate discretionary order is obtained pursuant to applicable security laws. It has been advised and afforded the full opportunity to consult with its own legal and other professional advisors in connection with any applicable re-sale restrictions.
(d) It has been independently advised that the Purchased Units are being offered for sale only on a "private placement" basis and that the sale and delivery of the Purchased Securities underlying the Purchased Units to the Subscriber is conditional upon such sale being exempt from the requirement to file a prospectus under any applicable law governing the sale of such securities or upon the issuance of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus.
(e) It has further been independently advised as to applicable resale restrictions in the jurisdiction in which it resides, confirms that no representation has been made to it by or on behalf of the Corporation with respec...
Acknowledgements of the Subscriber. The Subscriber acknowledges (on its own behalf and, if applicable, on behalf of each person on whose behalf the Subscriber is contracting) that:
(a) this subscription is subject to rejection or acceptance by the Corporation in whole or in part, and is effective only upon acceptance by the Corporation;
(b) the Preferred Shares subscribed for by the Subscriber hereunder form part of a larger issue and sale by the Corporation of a maximum of 10,000,000 Preferred Shares (including Series F Preferred Shares of the Corporation) at a subscription price of Cdn. $10.00 per Preferred Share (the "Offering");
(c) no fees or commissions shall be payable to eligible persons seeking Subscribers for any of the Preferred Shares other than eligible persons seeking Subscribers for Series C Preferred Shares would be entitled to an annual trailing fee of 0.50% of every Series C Preferred Share that continues to be held by Subscribers introduced by such eligible persons and 0.50% of all additional Series C Preferred Shares acquired by such Subscribers under the Corporation’s DRIP. The trailing fee shall be payable monthly. No trailing fee shall be payable in connection with Series F Preferred Shares. In addition, eligible persons seeking Subscribers for any of the Preferred Shares may charge their clients additional fees or commissions to purchase or sell such Preferred Shares;
(d) in accordance with the terms of the Offering Memorandum, the Redemption Price (as such term is defined in the Offering Memorandum) in respect of any Preferred Shares subscribed hereunder shall mean the lesser of
(i) $10.00 and (ii) the net asset value of the Preferred Shares per share, for purposes of any redemption or retraction of the Preferred Shares or in connection with the liquidation, dissolution or winding up of the Corporation or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding up its affairs;
(e) the Subscriber is responsible for obtaining such legal advice as it considers appropriate in connection with the execution, delivery and performance by it of this Subscription Agreement; and
(f) the investment in the Preferred Shares is a risky investment and, as a result, the Subscriber may lose its entire investment.
Acknowledgements of the Subscriber. The Subscriber acknowledges (on its own behalf and, if applicable, on behalf of each person on whose behalf the Subscriber is contracting) that:
(a) this subscription is subject to rejection or acceptance by the Corporation in whole or in part, and is effective only upon acceptance by the Corporation;
(b) the Notes subscribed for by the Subscriber hereunder form part of a larger issue and sale by the Corporation of up to 100,000,000 Notes at a subscription price of $1.00 per $1.00 principal amount of a Note;
(c) the Corporation reserves the right, as allowed by applicable securities legislation, to retain registered dealers and, where permitted in the Northwest Exemption Jurisdictions, unregistered market participants (collectively, the “Selling Agents”) to help effect sales of the Notes;
(d) No compensation will be paid to any Selling Agent from the proceeds received by the Corporation in connection with the sale of the Notes. The entire Subscription Amount will be used to purchase Notes which, in turn, will be used by the Corporation to purchase corresponding Purchased Trust Notes as described in the Term Sheet. The Corporation is entitled to pay to Selling Agents, from sources other than the Subscription Amount received from a Subscriber, a selling fee equal to a maximum 2.00% of the gross proceeds raised from the sale of the Series W1 Notes. Particulars of the selling fee structure can be provided upon request to Subscribers separately by their respective Selling Agent.
(e) although there is a $10,000.00 minimum investment amount per Subscriber, the Offering is not subject to a minimum offering amount. You may be the only Subscriber under this Offering; and
(f) the Subscriber is responsible for obtaining such legal and tax advice as it considers appropriate in connection with the execution, delivery and performance by it of this Subscription Agreement.
Acknowledgements of the Subscriber. The Subscriber acknowledges (on its own behalf and, if applicable, on behalf of each person on whose behalf the Subscriber is contracting) that:
(a) this subscription is subject to rejection or acceptance by the Partnership and the Agent in whole or in part, and is effective only upon acceptance by the Partnership and the Agent;
(b) the Units subscribed for by the Subscriber hereunder form part of a larger issue and sale by the Partnership of up to 1,500,000 Units ($15,000,000) at a subscription price of Cdn. $10.00 per Unit (the "Offering");
(c) there is a minimum subscription per Subscriber of 500 Units ($5,000);
(d) the Agent has been appointed, pursuant to the Agency Agreement, to offer the Units on a best efforts basis, and in connection therewith the Partnership has agreed to pay to the Agent on the Closing Date, a fee in the amount of six percent (6%) of the gross proceeds of the Offering of Class B Units. There is no fee on the gross proceeds of the Offering of Class F Units. In addition, the Agent (and certain other agent(s) at the discretion of the Agent) may be entitled to a payment in the amount of one percent (1%) of the gross proceeds of the Offering as reimbursement for dealer due diligence, platform and distribution override fees;
(e) the Agent has also been appointed as the Portfolio Manager of the Partnership and in connection therewith the Partnership has entered into an agreement (the "Portfolio and Investment Fund Management Agreement") pursuant to which Gravitas Securities Inc., in its capacity as Portfolio Manager of the Partnership, will be entitled to a management fee in the amount of 2% of the net asset value of the Partnership, payable quarterly; which will be split 75% to the General Partner and up to 25% to the Portfolio Manager to a maximum of $20,000 with any excess for the benefit of the General Partner.
(f) the Subscriber is responsible for obtaining such legal, tax and investment advice as it considers appropriate in connection with the execution, delivery and performance by it of this Subscription Agreement;
(g) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Units;
(h) there is no government or other insurance scheme covering the Units;
(i) there are risks associated with the purchase of the Units;
(j) there are restrictions on the Subscriber's ability to resell the Units and it is the responsibility of the Subscriber to find out what those restrictions are and to comp...
Acknowledgements of the Subscriber. The Subscriber acknowledges (on its own behalf and, if applicable, on behalf of each person on whose behalf the Subscriber is contracting) that:
(a) this subscription is subject to rejection or acceptance by the Corporation in whole or in part, and is effective only upon acceptance by the Corporation;
(b) the Units subscribed for by the Subscriber hereunder form part of a larger issue and sale by the Corporation of Flow-Through Shares at a subscription price of $0.45 per Flow-Through Share and Units at a subscription price of $0.38 per Unit (the "Offering");
(c) the Corporation reserves the right to pay a commission to eligible persons in the amount of up to 7% of the gross proceeds of the Offering in cash and 7% of the aggregate number of Units and Flow-Through Shares sold under the Offering in Finder’s Warrants;
(d) the Subscriber is responsible for obtaining such legal advice as it considers appropriate in connection with the execution, delivery and performance by it of this Subscription Agreement; and
(e) the investment in the Units is a risky investment and, as a result, the Subscriber may lose its entire investment.
Acknowledgements of the Subscriber. 7.1 The Subscriber acknowledges that:
(a) none of the Shares have been registered under the 1933 Act, or under any state securities or “blue sky” laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case only in accordance with applicable state securities laws; CYBER INFORMATIX, INC.
(b) 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) the Subscriber has received and carefully read this Agreement;
(d) there is no market for any Shares that may be issued to the Subscriber pursuant to acceptance of this Subscription (in whole or in part) and that no market for such Shares may ever exist;
(e) the Company is a “private issuer” as that term is defined in the Saskatchewan Act and as such:
(i) the securities of the Company cannot be transferred without the previous consent of the Company’s Board of Directors expressed by resolution of the Company’s Board of Directors, which consent is at the sole discretion of the Directors; and
(ii) there are restrictions on the number of shareholders of the Company;
(f) in addition to any restrictions imposed pursuant to paragraph 7.1(e) above, any transfer, resale or other subsequent disposition of the Shares may be subject to restrictions contained in securities legislation applicable to the holder of the Shares or to the proposed transferee, including, but not limited to, resale restrictions under the 1933 Act, the Saskatchewan Act. The Company is not a reporting issuer in any province or territory of Canada and, accordingly, any hold periods applicable to holders resident in Canada may never expire. As such, the Shares may be subject to restrictions on resale for an indefinite period of time;
(g) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by Subscribers during reasonable business hours at its principal place of business and that all documents, records and books in connection with the sale of the Shares hereunder have been made available for inspection by the Subscriber, the Subs...
Acknowledgements of the Subscriber. The Subscriber acknowledges (on its own behalf and, if applicable, on behalf of each person on whose behalf the Subscriber is contracting) that:
(a) this subscription is subject to rejection or acceptance by the Corporation in whole or in part, and is effective only upon acceptance by the Corporation;
(b) the Preferred Shares subscribed for by the Subscriber hereunder form part of a larger issue and sale by the Corporation of Preferred Shares at a subscription price of $10.00 per Preferred Share (the “Offering”);
(c) the Subscriber is responsible for obtaining such legal and tax advice as it considers appropriate in connection with the execution, delivery and performance by it of this Subscription Agreement and the Subscriber further acknowledges that the Corporation’s counsel is acting as counsel to the Corporation and not as counsel to the Subscriber; and
(d) there are risks associated with an investment in the Preferred Shares and, as a result, the Subscriber may lose its entire investment.
Acknowledgements of the Subscriber. (1) The Subscriber acknowledges and agrees that:
(a) except for the Registration Rights Agreement, the Company has not undertaken, and will have no obligation, to register any of the Offered Securities under the U.S. Securities Act or any other applicable Laws;
(b) the Company is entitled to rely on the representations and warranties of the Subscriber contained in this Agreement and the U.S. Questionnaire;
(c) the Subscriber is a company and has completed Exhibit B “Corporate Placee Registration Form” (Form 4C); and
(d) the Subscriber consents to the placement of a legend or legends on any certificate or other document evidencing any of the Offered Securities setting forth or referring to the restrictions on transferability and sale thereof contained in this Agreement, with such legend(s) to be substantially as follows: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE. THESE SHARES MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR THE AVAILABILITY, IN THE OPINION OF COMPANY COUNSEL, OF AN EXEMPTION FROM REGISTRATION THEREUNDER.” “WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL [insert four months and one day from the Closing Date.].”
Acknowledgements of the Subscriber. The Subscriber acknowledges to the Company that:
A. The Company has made available to it and/or its advisors any and all information related to the Company that might be required to fully evaluate the merits and risks of an investment in the Units (the “Investment”) and the Subscriber has carefully evaluated its financial resources and investment position, as well as the risks associated with the Investment. The Subscriber has not relied on any oral representations or oral information furnished to the Subscriber or its advisors by the Company or its officers, directors, shareholders, employees, attorneys, accountants, agents or representatives (collectively the “Company Representatives”), in connection with this offering. The Subscriber, in determining to make the Investment, has relied solely on the information contained in the Company’s disclosure documentation filed with the Securities and Exchange Commission pursuant to Section 13 or 15(d) of the Exchange Act of 1934, as amended and information otherwise provided in writing by officers and directors of the Company. Neither the Company nor any of the Company Representatives, nor anyone purporting to act on their behalf, has made any oral representation to Subscriber with respect to any tax, financial or economic benefits to be derived from the Investment. The Subscriber is relying solely upon the Subscriber’s own knowledge and upon the advice of its personal advisors with respect to the tax, financial, economic and other pertinent aspects of the Investment.
B. The Company has a limited operating history for this and other reasons, the Investment involves significant financial risks, including the risk of loss to the Subscriber of the entire Purchase Price.
C. No assurance can be made that the Company will continue to operate, or, if it does operate and there is a profit, that dividends will be declared and paid on the Company’s common shares.
D. The Subscriber may not be able to sell or dispose of the Units or the securities underlying the Units.
E. The Subscriber’s commitment to investments which are not readily marketable is not disproportionate to the Subscriber’s net worth and making this investment will not cause the Subscriber’s overall commitment thereto to become excessive. The Subscriber has the financial ability to bear the economic risk of its investment, had adequate means for providing for its current needs and contingencies and has no need for liquidity with respect to his investment in th...
Acknowledgements of the Subscriber. The Subscriber acknowledges (on its own behalf and, if applicable, on behalf of each person on whose behalf the Subscriber is contracting) that:
(a) this subscription is subject to rejection or acceptance by the Corporation in whole or in part, and is effective only upon acceptance by the Corporation;
(b) the Flow-Through Shares subscribed for by the Subscriber hereunder form part of a larger issue and sale by the Corporation of Flow-Through Shares at a subscription price of $0.29 per Flow- Through Share and Common Shares at a subscription price of $0.22 per Common Unit (the "Offering");
(c) the Subscriber is responsible for obtaining such legal, tax and investment advice as it considers appropriate in connection with the execution, delivery and performance by it of this Subscription Agreement; and
(d) the investment in the Flow-Through Shares is a risky investment and, as a result, the Subscriber may lose its entire investment.
