REASON FOR TRANSFER – FOR US RESIDENTS ONLY. Consistent with US IRS regulations, TSX Trust Company is required to request cost basis information from US securityholders. Please indicate the reason for requesting the transfer as well as the date of event relating to the reason. The event date is not the day in which the transfer is finalized, but rather the date of the event which led to the transfer request (i.e. date of gift, date of death of the securityholder, or the date the private sale took place). TO: TSX Trust Company, as subscription receipt agent for the subscription receipts of Avisa Pharma Inc. The undersigned (a) acknowledges that the sale of subscription receipts of Avisa Pharma Inc. (the “Corporation”) to which this declaration relates is being made in reliance on Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and (b) certifies that (1) the undersigned is not an “affiliate” (as that term is defined in Rule 405 under the U.S. Securities Act) of the Corporation, (2) the offer of such securities was not made to a person in the United States and either (A) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believed that the buyer was outside the United States, or (B) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States, (3) neither the seller nor any affiliate of the seller nor any person acting on any of their behalf has engaged or will engage in any directed selling efforts in the United States in connection with the offer and sale of such securities, (4) the sale is bona fide and not for the purpose of “washing off” the resale restrictions imposed because the securities are “restricted securities” (as such term is defined in Rule 144(a)(3) under the U.S. Securities Act), (5) the seller does not intend to replace such securities with fungible unrestricted securities and (6) the contemplated sale is not a transaction, or part of a series of transactions which, although in technical compliance with Regulation S under the U.S. Securities Act, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Terms used herein have the meanings given to them by Regulation S under the U.S. Securities Act. Date Name of Seller By: Name: Title: SCHEDULE B TO: TSX Trust Company (the “Subscription Receipt Agent”) Reference is made to the subscription receipt agreement dated as of April 16, 2021 among Avisa Pharma Inc. (the “Corporation”) and the Subscription Receipt Agent (the “Subscription Receipt Agreement”). All capitalized terms used herein without definition having the meanings specified thereto in the Subscription Receipt Agreement. In accordance with the provisions of the Subscription Receipt Agreement, we are writing to advise you that the Escrow Release Conditions have been satisfied. In accordance with Section 3.2 of the Subscription Receipt Agreement, you are hereby irrevocably directed and authorized, in your capacity as Subscription Receipt Agent, to release the Escrowed Funds as follows:
Appears in 1 contract
Samples: Subscription Receipt Agreement
REASON FOR TRANSFER – FOR US RESIDENTS ONLY. Consistent with US IRS regulations, TSX Computershare Trust Company of Canada is required to request cost basis information from US securityholders. Please indicate the reason for requesting the transfer as well as the date of event relating to the reason. The event date is not the day in which the transfer is finalized, but rather the date of the event which led to the transfer request (i.e. date of gift, date of death of the securityholder, or the date the private sale took place). TO: TSX Aleafia Inc. AND TO: Computershare Trust CompanyCompany of Canada 000 Xxxxxxxxxx Xxx. Xxxxxxx, as subscription receipt agent for the subscription receipts of Avisa Pharma Inc. XX X0X 0X0 Or 0000, Xxxxxx-Xxxxxxxx Blvd. 7th Floor Montreal, Quebec H3A 3S8 The undersigned holder of the Warrants evidenced by this Warrant Certificate hereby exercises the right to acquire: ____________Common Shares of Aleafia Inc. pursuant to the right of such holder to be issued, and hereby subscribes for, the Common Shares that are issuable pursuant to the exercise of such Warrants on the terms specified in such Warrant Certificate and in the Indenture for an aggregate exercise price of _________________. The undersigned hereby acknowledges that the undersigned is aware that the Common Shares received on exercise may be subject to restrictions on resale under applicable securities legislation. The undersigned hereby represents, warrants and certifies that (check box (a), (b), (c) or (d) as applicable): [ ] (a) acknowledges that the sale undersigned (i) is not in the United States; (ii) is not a U.S. Person; (iii) is not exercising the Warrants on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (iv) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (v) did not receive an offer to exercise the Warrants in the United States; (vi) did not execute or deliver this Exercise Form in the United States; (vii) delivery of subscription receipts of Avisa Pharma Inc. the underlying Common Shares will not be to an address in the United States; and (viii) has, in all other respects, complied with the “Corporation”) to which this declaration relates is being made in reliance on Rule 904 terms of Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and in connection herewith; [ ] (b) certifies that (1) the undersigned (i) is not an “affiliate” (a Qualified Institutional Buyer as that term is defined in Rule 405 144A under the U.S. Securities Act) , who first purchased Subscription Receipts on the date of original issuance of the CorporationSubscription Receipts and who, in connection with such purchase, executed a U.S. Subscription Agreement; (2ii) is exercising the Warrants for its own account or for the account of a disclosed principal that was named in the U.S. Subscription Agreement; (iii) is, and such disclosed principal, if any, is a Qualified Institutional Buyer at the time of exercise of these Warrants; and (iv) confirms the representations and warranties made by the undersigned in the U.S. Subscription Agreement including all applicable schedules attached thereto at the time of the original purchase of the Subscription Receipts remain true and complete as of the date hereof; [ ] (c) the offer undersigned (i) is a U.S. Accredited Investor, who first purchased Subscription Receipts on the date of original issuance of the Subscription Receipts and who, in connection with such securities purchase, executed a U.S. Subscription Agreement; (ii) is exercising the Warrants for its own account or for the account of a disclosed principal that was not made to a person named in the United States U.S. Subscription Agreement; (iii) is, and either such disclosed principal, if any, is a U.S. Accredited Investor at the time of exercise of these Warrants; and (iv) confirms the representations and warranties made by the undersigned in the U.S. Subscription Agreement including all applicable schedules attached thereto at the time of the original purchase of the Subscription Receipts remain true and complete as of the date hereof; or [ ] (d) the undersigned (A) at the time the buy order was originated, the buyer was outside is (i) present in the United States, (ii) a U.S. Person, (iii) a person exercising the Warrants for the account or the seller and any benefit of a U.S. Person or a person acting on its behalf reasonably believed that the buyer was outside in the United States, or (Biv) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States, (3) neither the seller nor any affiliate of the seller nor any person acting on any of their behalf has engaged or will engage in any directed selling efforts requesting delivery in the United States of the Common Shares issuable upon such exercise, and the (B) has an exemption from the registration requirements of the U.S. Securities Act and all applicable state securities laws is available for the exercise of the Warrants, and attached hereto is a written opinion of U.S. counsel or other evidence in form and substance reasonably satisfactory to the Corporation and the Warrant Agent to that effect. If the Warrants are being exercised prior to the completion of the Amalgamation, then unless Box (a) or (b) above is checked, certificates representing Common Shares will bear the legend set forth in Section 2.5(4) of the Warrant Indenture. If the Warrants are being exercised post-Amalgamation, then unless Box (a) or (b) above is checked, certificates representing Common Shares will bear the legend set forth in Section 2.5(5) of the Warrant Indenture. If Box (d) above is checked, holders are encouraged to consult with the Corporation and the Warrant Agent in advance to determine that the legal opinion tendered in connection with the offer exercise will be satisfactory in form and sale substance to the Corporation and the Warrant Agent. The undersigned hereby exercises the right of such securitiesholder to be issued, (4) and hereby subscribes for, Common Shares that are issuable pursuant to the sale exercise of such Warrants on the terms specified in such Warrant Certificate and in the Warrant Indenture. The undersigned hereby acknowledges that the undersigned is bona fide and not for aware that the purpose of “washing off” Common Shares received on exercise may be subject to restrictions on resale under applicable securities legislation including the resale restrictions imposed because the securities are “restricted securities” (as such term is defined in Rule 144(a)(3) under the U.S. Securities Act)Subscription Agreement applicable to QIB Purchasers and U.S. Accredited Investor Purchasers. The undersigned hereby irrevocably directs that the said Common Shares be issued, registered and delivered as follows: Please print full name in which certificates representing the Common Shares are to be issued. If any Common Shares are to be issued to a person or persons other than the registered holder, the registered holder must pay to the Warrant Agent all eligible transfer taxes or other government charges, if any, and the Form of Transfer must be duly executed. Once completed and executed, this Exercise Form must be mailed or delivered toComputershare Trust Company of Canada at: 000 Xxxxxxxxxx Xxx., Xxxxxxx, XX X0X 0X0 or 0000, Xxxxxx-Xxxxxxxx Blvd, 7th Floor, Montreal, Quebec H3A 3S8. DATED this ____day of _____, 20__. Witness ) (5Signature of Warrantholder, to be the same as ) appears on the seller does not intend to replace such securities with fungible unrestricted securities and (6face of this Warrant Certificate) the contemplated sale is not a transaction, or part of a series of transactions which, although in technical compliance with Regulation S under the U.S. Securities Act, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Terms used herein have the meanings given to them by Regulation S under the U.S. Securities Act. Date ) Name of Seller By: Name: Title: SCHEDULE B TO: TSX Trust Company (Registered Warrantholder [ ] Please check if the “Subscription Receipt Agent”) Reference certificates representing the Common Shares are to be delivered at the office where this Warrant Certificate is made surrendered, failing which such certificates will be mailed to the subscription receipt agreement dated address set out above. Certificates will be delivered or mailed as soon as practicable after the surrender of April 16, 2021 among Avisa Pharma Inc. (this Warrant Certificate to the “Corporation”) and the Subscription Receipt Agent (the “Subscription Receipt Agreement”). All capitalized terms used herein without definition having the meanings specified thereto in the Subscription Receipt Agreement. In accordance with the provisions of the Subscription Receipt Agreement, we are writing to advise you that the Escrow Release Conditions have been satisfied. In accordance with Section 3.2 of the Subscription Receipt Agreement, you are hereby irrevocably directed and authorized, in your capacity as Subscription Receipt Warrant Agent, to release the Escrowed Funds as follows:.
Appears in 1 contract
REASON FOR TRANSFER – FOR US RESIDENTS ONLY. Consistent with US IRS regulations, TSX Trust Company COMPUTERSHARE TRUST COMPANY OF CANADA is required to request cost basis information from US securityholders. Please indicate the reason for requesting the transfer as well as the date of event relating to the reason. The event date is not the day in which the transfer is finalized, but rather the date of the event which led to the transfer request (i.e. date of gift, date of death of the securityholder, or the date the private sale took place). TO: TSX Mind Medicine (MindMed) Inc. AND TO: Computershare Trust CompanyCompany of Canada 500 Xxxxxxx Xxxxxx, as subscription receipt agent for the subscription receipts of Avisa Pharma Inc. 0xx Xxxxx Xxxxxxxxx, XX X0X 0X0 The undersigned (a) acknowledges that the sale of subscription receipts the securities of Avisa Pharma Mind Medicine (MindMed) Inc. (the “CorporationCompany”) to which this declaration relates is being made in reliance on Rule 904 of Regulation S (“Regulation S”) under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), ) and (b) certifies that (1) the undersigned it is not an “affiliate” (as that term is affiliate of the Company(as defined in Rule 405 under the U.S. Securities Act) of the Corporation), (2) the offer of such securities was not made to a person in the United States and either (A) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believed believe that the buyer was outside the United States, or (B) the transaction was executed in, on or through the facilities of a designated offshore securities market the Canadian Securities Exchange and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States, (3) neither the seller nor any affiliate of the seller nor any person acting on any of their behalf has engaged or will engage in any directed selling efforts in the United States in connection with the offer and sale of such securities, (4) the sale is bona fide and not for the purpose of “washing off” the resale restrictions imposed because the securities are “restricted securities” (as such term is defined in Rule 144(a)(3) under the U.S. Securities Act), (5) the seller does not intend to replace such the securities sold in reliance on Rule 904 of the U.S. Securities Act with fungible unrestricted securities securities, and (6) the contemplated sale is was not a transaction, or part of a series of transactions which, although in technical compliance with Regulation S under the U.S. Securities ActS, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Terms used herein have the meanings given to them by Regulation S. Dated: By: Name: Title: We have read the foregoing representations of our customer ________________(the “Seller”) dated ________________, with regard to our sale, for such Seller’s account, of the securities of the Company described therein, and on behalf of ourselves we certify and affirm that (A) we have no knowledge that the transaction had been prearranged with a buyer in the United States, (B) the transaction was executed on or through the facilities of designated offshore securities market, (C) neither we, nor any person acting on our behalf, engaged in any directed selling efforts in connection with the offer and sale of such securities, and (D) no selling concession, fee or other remuneration is being paid to us in connection with this offer and sale other than the usual and customary broker’s commission that would be received by a person executing such transaction as agent. Terms used herein have the meanings given to them by Regulation S. Name of Firm By: Authorized officer Date: [Certificates representing Warrants required to bear the legend set forth in Section 2.20(2) of the Warrant Indenture also include the following legend: “THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE ON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITES ACT OF 1993. AS AMENDED (THE “U.S. SECURITIES ACT”) OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE ISSUER THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE ISSUER, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (C) INSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 144A UNDER THE U.S. SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER AFTER PROVIDING A LEGAL OPINION SATISFACTORY TO THE ISSUER, OR (E) PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION AFTER PROVIDING A LEGAL OPINION REASONABLY SATISFACTORY TO THE ISSUER. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. THIS WARRANT MAY NOT BE EXERCISED BY OR ON BEHALF OF A U.S. PERSON OR PERSON IN THE UNITED STATES UNLESS THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE “UNITED STATE” AND “U.S. PERSON” ARE AS DEFINED BY REGULATIONS UNDER THE U.S. SECURITIES ACT.”] Warrant Representing • Warrants to purchase Certificate Subordinate Voting Shares (subject to Number: adjustment and acceleration as provided 2021-• for in the Warrant Indenture (as defined below)) THIS CERTIFIES that, for the value received, the registered holder hereof, • (the “holder”) is entitled at any time at or before the Expiry Time (as defined below) to acquire, subject to adjustment in certain events, the number of Subordinate Voting Shares (“Subordinate Voting Shares”) of Mind Medicine (MindMed) Inc. (the “Company”) specified above, as presently constituted by surrendering to COMPUTERSHARE TRUST COMPANY OF CANADA (the “Warrant Agent”) at its principal office in Vancouver. British Columbia this Warrant Certificate with the duly completed and executed Exercise Form endorsed on the back of this Warrant Certificate and accompanied by payment of $5.75 per Subordinate Voting Share (the “Warrant Exercise Price”) by certified cheque, bank draft or money order in lawful money of Canada payable to, or to the order of, the Company at par at the above-mentioned office of the Warrant Agent. The holder of this Warrant Certificate may purchase less than the number of Subordinate Voting Shares which he is entitled to purchase on the exercise of the Warrants represented by this Warrant Certificate, in which event a new Warrant Certificate representing the Warrants not then exercised will be issued to the holder. The Warrants evidenced under this Warrant Certificate are exercisable on or before 5:00 p.m. (Toronto time) (the “Expiry time”) on January 7, 2024(the “Expiry date”) subject to accelerations as described below. After the Expiry Time, Warrants evidenced hereby shall be deemed to be void and of no further force or effect. In the event that the volume weighted average trading closing price of the Subordinate Voting Shares on the Neo Exchange Inc. (or such other exchange on which the Subordinate Voting Shares may trade) is at a price greater than $9.00 (subject to adjustment in accordance with the terms of the Warrant Indenture) for the preceding five (5) consecutive trading days after the date hereof, the Company may accelerate the Expiry Date of the Warrants by giving written notice to the Warrantholders (the “Acceleration Notice”), and such case, the Warrants will expire on the date that is at least 30 days from the date of the Acceleration Notice is provided to the Warrantholders pursuant to a written notice to Warrantholders in accordance with the terms of the Warrant Indenture. Concurrent with the delivery of the Acceleration Notice to the Warrantholders, the Company shall also provide the Acceleration Notice to the Warrant Agent pursuant to terms of the Warrant Indenture and issue a news release announcing the exercise of the Acceleration Right (as such term is defined in the Warrant Indenture). The receipt of the Acceleration Notice by the Warrant Agent and issuance of the news release announcing the Acceleration Right will not impact the timing of the exercise of the Acceleration Right by the Company. This Warrant Certificate represents Warrants of the Company issued or issuable under the provisions of a warrant indenture (which indenture together with all other instruments supplemental or ancillary thereto is herein referred “Warrant Indenture”) dated as of January 7, 2021 between the Company and the Warrant Agent, as may be amended from time to time, which contains particulars of the rights of the holders of the Warrants and the Company and of the Warrant Agent in respect thereof and the terms and conditions upon which the Warrants are issued and held, all to the same effect as if the provisions of the Warrant Indenture were herein set forth, to all of which the holder of this Warrant Certificate by acceptance hereof assents. Unless otherwise defined herein, all capitalized terms shall have the meanings ascribed to them in the Warrant Indenture. A copy of the Warrant Indenture can be requested by contacting the Warrant Agent. In the event of any conflict between the provisions contained in this Warrant Upon acceptance hereof, the holder hereof hereby expressly waives the right to receive any fractional Subordinate Voting Shares upon the exercise hereof in full or in part and further waives the right to receive any cash or other consideration in lieu thereof. The Warrants represented by this Warrant Certificate shall be deemed to have been surrendered, and payment by certified cheque, bank draft or money order shall be deemed to have been made only upon personal delivery thereof or, if sent by post or other means of transmission, upon actual receipt thereof by the Warrant Agent at its office in the City of Vancouver, British Columbia. Upon due exercise of the Warrants represented by this Warrant Certificate and payment of the Warrant Exercise Price, the Company shall cause to be issued to the person(s) in whose name(s) the Subordinate Voting Shares have been so subscribed for, the number of Subordinate Voting Shares to be issued to such person(s) (provided that if the Subordinate Voting Shares are to be issued to a person other than the registered holder of this Warrant Certificate, the holder’s signature on the Exercise Form herein shall be guaranteed by a Schedule I Canadian chartered bank or by a medallion signature guarantee from a member of a recognized Signature Medallion Guarantee Program), and the holder shall pay to the Company or the Warrant Agent all applicable transfer or similar taxes and the Company shall not be required to issue or deliver certificates evidencing the Subordinate Voting Shares unless or until the holder shall have paid the Company or the Warrant Agent the amount of such tax (or shall have satisfied the Company that such tax has been paid or that no tax is due), and such person(s) shall become a holder in respect of such Subordinate Voting Shares with effect from the date of such exercise, and upon due surrender of this Warrant Certificate, the Transfer Agent shall issue a certificate(s) representing such Subordinate Voting Shares to be issued within five (5) Business Days after the exercise of the Warrants (or portion thereof) represented hereby. Neither the Warrants represented by this Warrant Certificate nor the Subordinate Voting Shares issuable upon exercise hereof have been or will be registered under the United States Securities Act of 1993, as amended (the “U.S. Securities Act”) or any state securities laws. The Warrants represented by this Warrant Certificate may not be exercised within the United States or by, or for the account or benefit of, a U.S. person or a person within the United States unless registered under the U.S. Securities Act and any applicable state securities laws or unless an exemption from such registration is available. Certificates representing Subordinate Voting Shares issued in the United States or to, or for the account or benefit of, U.S. persons will bear a legend restricting the transfer and exercise of such securities under applicable United State federal and state securities laws. “United States” and “U.S. person” are as defined in Regulation S under the U.S. Securities Act. Date Name The holder acknowledges that the Warrants represented by this Warrant Certificate and the Subordinate Voting Shares issuable upon exercise hereof may be offered, sold or otherwise transferred only in compliance with all applicable securities laws. No transfer of Seller By: Name: Title: SCHEDULE B TO: TSX Trust Company (any Warrant will be valid unless entered on the “Subscription Receipt Agent”) Reference is made register of transfers, upon surrender to the subscription receipt agreement dated as Warrant Agent of April 16the Warrant Certificate evidencing such Warrant, 2021 among Avisa Pharma Inc. (duly endorsed by, or accompanied by a transfer form or other written instrument of transfer in form satisfactory to the “Corporation”) Warrant Agent executed by the registered holder or his executors, administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing in form and execution satisfactory to the Subscription Receipt Agent (the “Subscription Receipt Agreement”)Warrant Agent. All capitalized terms used herein without definition having the meanings specified thereto in the Subscription Receipt Agreement. In accordance with Subject to the provisions of the Subscription Receipt AgreementWarrant Indenture and upon compliance with the reasonable requirements of the Warrant Agent, we are writing Warrant Certificates may be exchanged for Warrants Certificates entitling the holder thereof to advise you that acquire an equal aggregate number of Subordinate Voting Shares subject to adjustment as provided for in the Escrow Release Conditions have been satisfiedWarrant Indenture. In The Company and the Warrant Agent may treat the registered holder of this Warrant Certificate for all purposes as the absolute owner hereof. The holding of the Warrants represented by this Warrant Certificate shall not constitute the holder hereof a holder of Subordinate Voting Shares nor entitle him to any right or interest in respect thereof except as herein and in the Warrant Indenture expressly provided. The Warrant Indenture provides for adjustment in the number of Subordinate Voting Shares to be delivered upon exercise of the right of purchase hereby granted and to the Warrant Exercise Price in certain events therein set forth. The Warrant Indenture contains provisions making binding upon all holders of Warrants outstanding thereunder resolutions passed at meetings of such holders held in accordance with Section 3.2 such provisions and instruments in writing signed by the Warrantholders entitled to acquire upon the exercise of the Subscription Receipt AgreementWarrants a specified percentage of the Subordinate Voting Shares. The Warrants and the Warrant Indenture shall be governed by and performed, you construed and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein and shall be treated in all respects as Ontario contracts. Time shall be of the essence hereof and of the Warrant Indenture. The Company may from time to time at any time prior to the Expiry Time purchase any of the Warrants by private agreement or otherwise. This Warrant Certificate shall not be valid for any purpose until it has been certified by or on behalf of the Warrant Agent for the time being under the Warrant Indenture. All dollar amounts herein are hereby irrevocably directed and authorized, expressed in your capacity as Subscription Receipt Agent, to release the Escrowed Funds as follows:lawful money of Canada.
Appears in 1 contract
Samples: Supplemental Warrant Agreement (Mind Medicine (MindMed) Inc.)
REASON FOR TRANSFER – FOR US RESIDENTS ONLY. Consistent with US IRS regulations, TSX Trust Company Computershare is required to request cost basis information from US securityholders. Please indicate the reason for requesting the transfer as well as the date of event relating to the reason. The event date is not the day in which the transfer is finalized, but rather the date of the event which led to the transfer request (i.e. date of gift, date of death of the securityholder, or the date the private sale took place). TO: TSX Trust NIOCORP DEVELOPMENTS LTD. (the “Company”) AND TO: ¨ Computershare Investor Services Inc., as subscription receipt registrar and transfer agent for the subscription receipts Common Shares of Avisa Pharma Inc. NioCorp Developments Ltd., OR ¨ Computershare Trust Company of Canada, as Special Warrant Agent for the Special Warrants of NioCorp Developments Ltd. The undersigned (a) acknowledges that the sale of subscription receipts securities of Avisa Pharma Inc. (the “Corporation”) Company to which this declaration relates is being made in reliance on Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and (b) certifies that (1) the undersigned is not an “affiliate” (of the Company as that term is defined in Rule 405 under the U.S. Securities Act) , a “distributor” or an affiliate of the Corporationa “distributor”, (2) the offer of such securities was not made to a person in the United States and either (A) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believed that the buyer was outside the United States, States or (B) the transaction was executed in, on or through the facilities of a the TSX Venture Exchange, the Toronto Stock Exchange or another “designated offshore securities market market” and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States, (3) neither the seller nor any affiliate of the seller nor any person acting on any of their behalf has engaged or will engage in any “directed selling efforts efforts” in the United States in connection with the offer and sale of such securities, (4) the sale is bona fide and not for the purpose purposes of “washing off” the resale restrictions imposed because the securities are “restricted securities” (as such term is defined in Rule 144(a)(3) under the U.S. Securities Act), (5) the seller does not intend to replace such the securities sold in reliance on Rule 904 under the U.S. Securities Act with fungible unrestricted securities securities, and (6) the contemplated sale is not a transaction, or part of a series of transactions whichthat, although in technical compliance with Regulation S under the U.S. Securities Act, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Terms Unless otherwise specified, terms used herein have the meanings given to them by Regulation S under the U.S. Securities ActAct Dated ____________________________________, 20____. Date Signature of individual (if Holder is an individual) X Authorized signatory (if Holder is not an individual) Name of Seller By: Name: Title: SCHEDULE B TO: TSX Trust Company Holder (the “Subscription Receipt Agent”please print) Reference is made to the subscription receipt agreement dated as Name of April 16, 2021 among Avisa Pharma Inc. authorized signatory (the “Corporation”please print) and the Subscription Receipt Agent Official capacity of authorized signatory (the “Subscription Receipt Agreement”please print). All capitalized terms used herein without definition having the meanings specified thereto in the Subscription Receipt Agreement. In accordance with the provisions of the Subscription Receipt Agreement, we are writing to advise you that the Escrow Release Conditions have been satisfied. In accordance with Section 3.2 of the Subscription Receipt Agreement, you are hereby irrevocably directed and authorized, in your capacity as Subscription Receipt Agent, to release the Escrowed Funds as follows:
Appears in 1 contract
Samples: Special Warrant Indenture (Niocorp Developments LTD)
REASON FOR TRANSFER – FOR US RESIDENTS ONLY. Consistent with US IRS regulations, TSX Trust Company COMPUTERSHARE TRUST COMPANY OF CANADA is required to request cost basis information from US securityholders. Please indicate the reason for requesting the transfer as well as the date of event relating to the reason. The event date is not the day in which the transfer is finalized, but rather the date of the event which led to the transfer request (i.e. date of gift, date of death of the securityholder, or the date the private sale took place). TO: TSX Mind Medicine (MindMed) Inc. AND TO: Computershare Trust CompanyCompany of Canada 500 Xxxxxxx Xxxxxx, as subscription receipt agent for the subscription receipts of Avisa Pharma Inc. 0xx Xxxxx Xxxxxxxxx, XX X0X 0X0 The undersigned (a) acknowledges that the sale of subscription receipts the securities of Avisa Pharma Mind Medicine (MindMed) Inc. (the “CorporationCompany”) to which this declaration relates is being made in reliance on Rule 904 of Regulation S (“Regulation S”) under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), ) and (b) certifies that (1) the undersigned it is not an “affiliate” affiliate of the Company (as that term is defined in Rule 405 under the U.S. Securities Act) of the Corporation), (2) the offer of such securities was not made to a person in the United States and either (A) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believed believe that the buyer was outside the United States, or (B) the transaction was executed in, on or through the facilities of a designated offshore securities market the Canadian Securities Exchange and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States, (3) neither the seller nor any affiliate of the seller nor any person acting on any of their behalf has engaged or will engage in any directed selling efforts in the United States in connection with the offer and sale of such securities, (4) the sale is bona fide and not for the purpose of “washing off” the resale restrictions imposed because the securities are “restricted securities” (as such term is defined in Rule 144(a)(3) under the U.S. Securities Act), (5) the seller does not intend to replace such the securities sold in reliance on Rule 904 of the U.S. Securities Act with fungible unrestricted securities securities, and (6) the contemplated sale is was not a transaction, or part of a series of transactions which, although in technical compliance with Regulation S under the U.S. Securities ActS, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Terms used herein have the meanings given to them by Regulation S. Dated: By: Name: Title: We have read the foregoing representations of our customer ________________(the “Seller”) dated ________________, with regard to our sale, for such Seller’s account, of the securities of the Company described therein, and on behalf of ourselves we certify and affirm that (A) we have no knowledge that the transaction had been prearranged with a buyer in the United States, (B) the transaction was executed on or through the facilities of designated offshore securities market, (C) neither we, nor any person acting on our behalf, engaged in any directed selling efforts in connection with the offer and sale of such securities, and (D) no selling concession, fee or other remuneration is being paid to us in connection with this offer and sale other than the usual and customary broker’s commission that would be received by a person executing such transaction as agent. Terms used herein have the meanings given to them by Regulation S. Name of Firm By: Authorized officer Date: [Certificates representing Warrants required to bear the legend set forth in Section 2.20(2) of the Warrant Indenture also include the following legend: “THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE ON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE ISSUER THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE ISSUER, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (C) INSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 144A UNDER THE U.S. SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER AFTER PROVIDING A LEGAL OPINION SATISFACTORY TO THE ISSUER, OR (E) PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION AFTER PROVIDING A LEGAL OPINION REASONABLY SATISFACTORY TO THE ISSUER. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. THIS WARRANT MAY NOT BE EXERCISED BY OR ON BEHALF OF A U.S. PERSON OR PERSON IN THE UNITED STATES UNLESS THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. “UNITED STATES” AND “U.S. PERSON” ARE AS DEINED BY REGULATION S UNDER THE U.S. SECURITIES ACT.”] WarrantCertificateNumber:2020-• Representing • Warrants to purchase Subordinate Voting Shares (subject to adjustment and acceleration as provided for in the Warrant Indenture (as defined below)) THIS CERTIFIES that, for value received, the registered holder hereof, • (the “holder”) is entitled at any time at or before the Expiry Time (as defined below) to acquire, subject to adjustment in certain events, the number of Subordinate Voting Shares (“Subordinate Voting Shares”) of Mind Medicine (MindMed) Inc. (the “Company”) specified above, as presently constituted, by surrendering to COMPUTERSHARE TRUST COMPANY OF CANADA (the “Warrant Agent”) at its principal office in Vancouver, British Columbia this Warrant Certificate with the duly completed and executed Exercise Form endorsed on the back of this Warrant Certificate, and accompanied by payment of $1.40 per Subordinate Voting Share (the “Warrant Exercise Price”) by certified cheque, bank draft or money order in lawful money of Canada payable to, or to the order of, the Company at par at the above-mentioned office of the Warrant Agent. The holder of this Warrant Certificate may purchase less than the number of Subordinate Voting Shares which he is entitled to purchase on the exercise of the Warrants represented by this Warrant Certificate, in which event a new Warrant Certificate representing the Warrants not then exercised will be issued to the holder. The Warrants evidenced under this Warrant Certificate are exercisable on or before 5:00 p.m. (Toronto time) (the “Expiry Time”) on December 11, 2023 (the “Expiry Date”), subject to acceleration as described below. After the Expiry Time, Warrants evidenced hereby shall be deemed to be void and of no further force or effect. In the event that the volume weighted average trading closing price of the Subordinate Voting Shares on the Neo Exchange Inc. (or such other exchange on which the Subordinate Voting Shares may trade) is at a price greater than $4.00 (subject to adjustment in accordance with the terms of the Warrant Indenture) for the preceding ten (10) consecutive trading days after the date hereof, the Company may accelerate the Expiry Date of the Warrants by giving written notice to the Warrantholders (the “Acceleration Notice”), and in such case, the Warrants will expire on the date that is at least 30 days from the date of the Acceleration Notice is provided to the Warrantholders pursuant to a written notice to Warrantholders in accordance with the terms of the Warrant Indenture. Concurrent with the delivery of the Acceleration Notice to the Warrantholders, the Company shall also provide the Acceleration Notice to the Warrant Agent pursuant to terms of the Warrant Indenture and issue a news release announcing the exercise of the Acceleration Right (as such term is defined in the Warrant Indenture). The receipt of the Acceleration Notice by the Warrant Agent and issuance of the news release announcing the Acceleration Right will not impact the timing of the exercise of the Acceleration Right by the Company. This Warrant Certificate represents Warrants of the Company issued or issuable under the provisions of a warrant indenture (which indenture together with all other instruments supplemental or ancillary thereto is herein referred to as the “Warrant Indenture”) dated as of December 11, 2020, between the Company and the Warrant Agent, as may be amended from time to time, which contains particulars of the rights of the holders of the Warrants and the Company and of the Warrant Agent in respect thereof and the terms and conditions upon which the Warrants are issued and held, all to the same effect as if the provisions of the Warrant Indenture were herein set forth, to all of which the holder of this Warrant Certificate by acceptance hereof assents. Unless otherwise defined herein, all capitalized terms shall have the meanings ascribed to them in the Warrant Indenture. A copy of the Warrant Indenture can be requested by contacting the Warrant Agent. In the event of any conflict between the provisions contained in this Warrant Certificate and the provisions of the Warrant Indenture, the provisions of the Warrant Indenture shall prevail. Upon acceptance hereof, the holder hereof hereby expressly waives the right to receive any fractional Subordinate Voting Shares upon the exercise hereof in full or in part and further waives the right to receive any cash or other consideration in lieu thereof. The Warrants represented by this Warrant Certificate shall be deemed to have been surrendered, and payment by certified cheque, bank draft or money order shall be deemed to have been made only upon personal delivery thereof or, if sent by post or other means of transmission, upon actual receipt thereof by the Warrant Agent at its office in the City of Vancouver, British Columbia. Upon due exercise of the Warrants represented by this Warrant Certificate and payment of the Warrant Exercise Price, the Company shall cause to be issued to the person(s) in whose name(s) the Subordinate Voting Shares have been so subscribed for, the number of Subordinate Voting Shares to be issued to such person(s) (provided that if the Subordinate Voting Shares are to be issued to such person(s) (provided that if the Subordinate Voting Shares are to be issued to a person other than the registered holder of this Warrant Certificate, the holder’s signature on the Exercise Form herein shall be guaranteed by a Schedule I Canadian chartered bank or by a medallion signature guarantee from a member of a recognized Signature Medallion Guarantee Program), and the holder shall pay to the Company or the Warrant Agent all applicable transfer or similar taxes and the Company shall not be required to issue or deliver certificates evidencing the Subordinate Voting Shares unless or until the holder shall have paid the Company or the Warrant Agent the amount of such tax (or shall have satisfied the Company that such tax has been paid or that no tax is due), and such person(s) shall become a holder in respect of such Subordinate Voting Shares with effect from the date of such exercise, and upon due surrender of this Warrant Certificate, the Transfer Agent shall issue a certificate(s) representing such Subordinate Voting Shares to be issued within five (5) Business Days after the exercise of the Warrants (or portion thereof) represented hereby. Neither the Warrants represented by this Warrant Certificate nor the Subordinate Voting Shares issuable upon exercise hereof have been or will be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws. The Warrants represented by this Warrant Certificate may not be exercised within the United States or by, or for the account or benefit of, a U.S. person or a person within the United States unless registered under the U.S. Securities Act and any applicable state securities laws or unless an exemption from such registration is available. Certificates representing Subordinate Voting Shares issued in the United States or to, or for the account or benefit of, U.S. persons will bear a legend restricting the transfer and exercise of such securities under applicable United States federal and state securities laws. “United States” and “U.S. person” are as defined in Regulation S under the U.S. Securities Act. Date Name The holder acknowledges that the Warrants represented by this Warrant Certificate and the Subordinate Voting Shares issuable upon exercise hereof may be offered, sold or otherwise transferred only in compliance with all applicable securities laws. No transfer of Seller By: Name: Title: SCHEDULE B TO: TSX Trust Company (any Warrant will be valid unless entered on the “Subscription Receipt Agent”) Reference is made register of transfers, upon surrender to the subscription receipt agreement dated as Warrant Agent of April 16the Warrant Certificate evidencing such Warrant, 2021 among Avisa Pharma Inc. (duly endorsed by, or accompanied by a transfer form or other written instrument of transfer in form satisfactory to the “Corporation”) Warrant Agent executed by the registered holder or his executors, administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing in form and execution satisfactory to the Subscription Receipt Agent (the “Subscription Receipt Agreement”)Warrant Agent. All capitalized terms used herein without definition having the meanings specified thereto in the Subscription Receipt Agreement. In accordance with Subject to the provisions of the Subscription Receipt AgreementWarrant Indenture and upon compliance with the reasonable requirements of the Warrant Agent, we are writing Warrant Certificates may be exchanged for Warrants Certificates entitling the holder thereof to advise you that acquire an equal aggregate number of Subordinate Voting Shares subject to adjustment as provided for in the Escrow Release Conditions have been satisfiedWarrant Indenture. In The Company and the Warrant Agent may treat the registered holder of this Warrant Certificate for all purposes as the absolute owner hereof. The holding of the Warrants represented by this Warrant Certificate shall not constitute the holder hereof a holder of Subordinate Voting Shares nor entitle him to any right or interest in respect thereof except as herein and in the Warrant Indenture expressly provided. The Warrant Indenture provides for adjustment in the number of Subordinate Voting Shares to be delivered upon exercise of the right of purchase hereby granted and to the Warrant Exercise Price in certain events therein set forth. The Warrant Indenture contains provisions making binding upon all holders of Warrants outstanding thereunder resolutions passed at meetings of such holders held in accordance with Section 3.2 such provisions and instruments in writing signed by the Warrantholders entitled to acquire upon the exercise of the Subscription Receipt AgreementWarrants a specified percentage of the Subordinate Voting Shares. The Warrants and the Warrant Indenture shall be governed by and performed, you construed and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein and shall be treated in all respects as Ontario contracts. Time shall be of the essence hereof and of the Warrant Indenture. The Company may from time to time at any time prior to the Expiry Time purchase any of the Warrants by private agreement or otherwise. This Warrant Certificate shall not be valid for any purpose until it has been certified by or on behalf of the Warrant Agent for the time being under the Warrant Indenture. All dollar amounts herein are hereby irrevocably directed and authorized, expressed in your capacity as Subscription Receipt Agent, to release the Escrowed Funds as follows:lawful money of Canada.
Appears in 1 contract
Samples: Supplemental Warrant Agreement (Mind Medicine (MindMed) Inc.)
REASON FOR TRANSFER – FOR US RESIDENTS ONLY. Consistent with US IRS regulations, TSX Trust Company is required to request cost basis information from US securityholders. Please indicate the reason for requesting the transfer as well as the date of event relating to the reason. The event date is not the day in which the transfer is finalized, but rather the date of the event which led to the transfer request (i.e. date of gift, date of death of the securityholder, or the date the private sale took place). TO: OSISKO DEVELOPMENT CORP. AND TO: TSX Trust CompanyCompany 100 Xxxxxxxx Xx X #000, as subscription receipt agent Xxxxxxx, XX X0X 0X0 Attn: Corporate Actions The undersigned holder of the Warrants evidenced by this Warrant Certificate hereby exercises the right to acquire: ______________________ Common Shares pursuant to the right of such holder to be issued, and hereby subscribes for the subscription receipts Common Shares that are issuable pursuant to the exercise of Avisa Pharma Inc. such Warrants on the terms specified in such Warrant Certificate and in the Indenture for an aggregate exercise price of_________________. The undersigned hereby acknowledges that the undersigned is aware that the Common Shares received on exercise may be subject to restrictions on resale under applicable securities legislation. The undersigned hereby represents, warrants and certifies that (check box (a), (b), (c) or as applicable): ☐ (a) acknowledges that the sale undersigned (i) is not in the United States; (ii) is not a U.S. Person; (iii) is not exercising the Warrants on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (iv) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (v) did not receive an offer to exercise the Warrants in the United States; (vi) did not execute or deliver this Exercise Form in the United States; (vii) delivery of subscription receipts of Avisa Pharma Inc. the underlying Common Shares will not be to an address in the United States; and (viii) has, in all other respects, complied with the “Corporation”) to which this declaration relates is being made in reliance on Rule 904 terms of Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and in connection herewith; ☐ (b) certifies that (1) the undersigned (i) is not an “affiliate” (a Qualified Institutional Buyer as that term is defined in Rule 405 144A under the U.S. Securities Act) , who first purchased Subscription Receipts or Units, as applicable, on the date of original issuance of the CorporationSubscription Receipts or Units, as applicable, and who, in connection with such purchase, executed a U.S. Subscription Agreement; (2ii) is exercising the Warrants for its own account or for the account of a disclosed principal that was named in the U.S. Subscription Agreement; (iii) is, and such disclosed principal, if any, is a Qualified Institutional Buyer at the time of exercise of these Warrants; and (iv) confirms the representations and warranties made by the undersigned in the U.S. Subscription Agreement including all applicable schedules attached thereto at the time of the original purchase of the Subscription Receipts or Units, as applicable, remain true and complete as of the date hereof; ☐ (c) the offer of such securities was not made to a person in the United States and either undersigned (A) at the time the buy order was originated, the buyer was outside is (i) present in the United States, (ii) a U.S. Person, (iii) a person exercising the Warrants for the account or the seller and any benefit of a U.S. Person or a person acting on its behalf reasonably believed that the buyer was outside in the United States, or (Biv) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States, (3) neither the seller nor any affiliate of the seller nor any person acting on any of their behalf has engaged or will engage in any directed selling efforts requesting delivery in the United States of the Common Shares issuable upon such exercise, and the (B) has an exemption from the registration requirements of the U.S. Securities Act and all applicable state securities laws is available for the exercise of the Warrants, and attached hereto is a written opinion of U.S. counsel or other evidence in form and substance reasonably satisfactory to the Corporation to that effect. If Box (c) above is checked, holders are encouraged to consult with the Corporation in advance to determine that the legal opinion tendered in connection with the offer exercise will be satisfactory in form and sale substance to the Corporation. The undersigned hereby exercises the right of such securitiesholder to be issued, (4) and hereby subscribes for, the sale Common Shares that are issuable pursuant to the exercise of such Warrants on the terms specified in such Warrant Certificate and in the Warrant Indenture. The undersigned hereby acknowledges that the undersigned is bona fide and not for aware that the purpose of “washing off” Common Shares received on exercise may be subject to restrictions on resale under applicable securities legislation including the resale restrictions imposed because the securities are “restricted securities” (as such term is defined in Rule 144(a)(3) under the U.S. Securities Act)Subscription Agreement applicable to QIB Purchasers, and, if Box (5c) is checked, the seller does not intend Common Shares received on exercise may bear a restrictive U.S. legend reflecting such restrictions. The undersigned hereby irrevocably directs that the said Common Shares be issued, registered and delivered as follows: Please print full name in which certificates representing the Common Shares are to replace such securities with fungible unrestricted securities be issued. If any Common Shares are to be issued to a person or persons other than the registered holder, the registered holder must pay to the Warrant Agent all eligible transfer taxes or other government charges, if any, and (6) the contemplated sale is not a transactionForm of Transfer must be duly executed. Once completed and executed, this Exercise Form must be mailed or part of a series of transactions which, although in technical compliance with Regulation S under the U.S. Securities Act, is part of a plan or scheme delivered to evade the registration provisions of the U.S. Securities Act. Terms used herein have the meanings given to them by Regulation S under the U.S. Securities Act. Date Name of Seller By: Name: Title: SCHEDULE B TO: TSX Trust Company (the “Subscription Receipt Agent”at: 100 Xxxxxxxx Xxxxxx Xxxx, Xxxxx 000, Xxxxxxx, XX X0X 0X0, Attn: Corporate Actions. DATED this ______ day of _________________, 202____. ) Reference is made to the subscription receipt agreement dated as of April 16, 2021 among Avisa Pharma Inc. (the “Corporation”) and the Subscription Receipt Agent (the “Subscription Receipt Agreement”). All capitalized terms used herein without definition having the meanings specified thereto in the Subscription Receipt Agreement. In accordance with the provisions of the Subscription Receipt Agreement, we are writing to advise you that the Escrow Release Conditions have been satisfied. In accordance with Section 3.2 of the Subscription Receipt Agreement, you are hereby irrevocably directed and authorized, in your capacity as Subscription Receipt Agent, to release the Escrowed Funds as follows:
Appears in 1 contract
Samples: Supplemental Warrant Indenture (Osisko Development Corp.)
REASON FOR TRANSFER – FOR US RESIDENTS ONLY. Consistent with US IRS regulations, TSX Trust Company Computershare is required to request cost basis information from US securityholders. Please indicate the reason for requesting the transfer as well as the date of event relating to the reason. The event date is not the day in which the transfer is finalized, but rather the date of the event which led to the transfer request (i.e. date of gift, date of death of the securityholder, or the date the private sale took place). TO: TSX Trust Company, as subscription receipt agent for the subscription receipts of Avisa Pharma Inc. The undersigned (aA) acknowledges that the sale of subscription receipts the in the capital of Avisa Pharma Inc. (the “Corporation”) Corporation represented by certificate number , to which this declaration relates relates, is being made in reliance on Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the “"U.S. Securities Act”"), and (bB) certifies that (1) the undersigned is not an “"affiliate” " (as that term is defined in Rule 405 under the U.S. Securities Act) of the Corporation (except solely by virtue of being an officer or director of the Corporation) or a "distributor", as defined in Regulation S, or an affiliate of a "distributor"; (2) the offer of such securities was not made to a person in the United States and either (Aa) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believed believe that the buyer was outside the United States, or (Bb) the transaction was executed in, on or through the facilities of a the Canadian Securities Exchange or another “designated offshore securities market market” within the meaning of Rule 902(b) of Regulation S under the U.S. Securities Act, and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States, ; (3) neither the seller nor any affiliate of the seller nor any person acting on any of their behalf has engaged or will engage in any directed selling efforts in the United States in connection with the offer and sale of such securities, ; (4) the sale is bona fide and not for the purpose of “"washing off” " the resale restrictions imposed because the securities are “"restricted securities” " (as such term is defined in Rule 144(a)(3) under the U.S. Securities Act), ; (5) the seller does not intend to replace such the securities sold in reliance on Rule 904 of Regulation S under the U.S. Securities Act with fungible unrestricted securities securities; and (6) the contemplated sale is not a transaction, or part of a series of transactions which, although in technical compliance with Regulation S under the U.S. Securities ActS, is part of a plan or a scheme to evade the registration provisions of the U.S. Securities Act. Terms Unless otherwise specified, terms used herein have the meanings given to them by Regulation S under the U.S. Securities Act. Date DATED this , 20 . Signature of individual (if Holder is an individual) Authorized signatory (if Holder is not an individual) Name of Seller By: Name: Title: SCHEDULE B TO: TSX Trust Company Holder (please print) Name of authorized signatory (please print) Official capacity of authorized signatory (please print) We have read the representations of our customer (the “Subscription Receipt Agent”"Seller") Reference is made contained in the foregoing Declaration for Removal of Legend, dated , 20 , with regard to the subscription receipt agreement dated as sale, for such Seller’s account, of April 16, 2021 among Avisa Pharma Inc. (the “Corporation”"Securities") and of the Subscription Receipt Agent Corporation represented by certificate number . We have executed sales of the Securities pursuant to Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the “Subscription Receipt Agreement”"U.S. Securities Act"). All capitalized terms used herein without definition having , on behalf of the meanings specified thereto in the Subscription Receipt AgreementSeller. In accordance with the provisions of the Subscription Receipt Agreementthat connection, we are writing hereby represent to advise you that the Escrow Release Conditions have been satisfied. In accordance with Section 3.2 of the Subscription Receipt Agreement, you are hereby irrevocably directed and authorized, in your capacity as Subscription Receipt Agent, to release the Escrowed Funds as follows:
Appears in 1 contract
Samples: Subscription Receipt Agreement