Speculation. An investment objective of Speculation indicates you seek a significant increase in the principal value of your investments and are willing to accept a corresponding greater degree of risk by investing in securities that have historically demonstrated a high degree of risk of loss of principal value to pursue this objective. Some examples of typical investments might include lower quality, long-term fixed income products, initial public offerings, volatile or low priced common stock, the purchase of sale of put or call options, spreads, straddles and/or combinations on equities or indexes, and the use of short-term or day trading strategies. Other: Please specify. PQ-10 Memorandum Wire Transfer Authorization TO: RE: Client Wire Transfer Authorization Biotricity Inc. DATE: ________________ This memorandum authorizes the transfer of the following listed funds from my Brokerage Account as follows: Brokerage Account # ______________________ Wire Amount $______________________ BANK NAME: ABA NUMBER: A/C NAME: [ ], AS AGENT FOR A/C Number: REFERENCE: SUBSCRIBER LEGAL NAME ______________________________________________________ TAX ID NUMBER ______________________________________________________ SUBSCRIBER ADDRESS ______________________________________________________ FBO: ________________________________________________ Investment Title: ________________________________________________ Signature: ________________________________________________ Signature: ________________________________________________ (Joint Signature) PQ-11 Annex B To The Subscription Agreement BIOTRICITY INC. Plan Of Distribution Each selling stockholder of the securities offered hereby and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their securities covered hereby on the principal trading market or any other stock exchange, market or trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices. A selling stockholder may use any one or more of the following methods when selling securities: · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; · purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; · in transactions through broker-dealers that agree with the selling stockholders to sell a specified number of such securities at a stipulated price per security; · through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; · a combination of any such methods of sale; or · any other method permitted pursuant to applicable law. The selling stockholders may also sell securities under Rule 144 under the Securities Act of 1933, as amended (or the Securities Act), if available, rather than under this prospectus. Broker-dealers engaged by the selling stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling stockholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440. In connection with the sale of the securities or interests therein, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The selling stockholders may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The selling stockholders and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each selling stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percent (8%). We are required to pay certain fees and expenses incurred by us incident to the registration of the securities. We have agreed to indemnify the selling stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. Because selling stockholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. The selling stockholders have advised us that there is no underwriter or coordinating broker acting in connection with the proposed sale of the resale securities by the Selling Stockholders. We have agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the selling stockholders without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for us to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules and regulations under the Securities Exchange Act of 1934, as amended (or the Exchange Act), any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M promulgated under the Exchange Act, prior to the commencement of the distribution. In addition, the selling stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of securities of the common stock by the selling stockholders or any other person. We will make copies of this prospectus available to the selling stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act). PQ-12 Annex C to the Subscription Agreement BIOTRICITY INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock and warrants (the “Registrable Securities”) of Biotricity Inc., a Nevada corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Subscription Agreement (the “Subscription Agreement”) to which this document is annexed. A copy of the Subscription Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Subscription Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus. NOTICE The undersigned beneficial owner (the “Selling Stockholder”) of Registrable Securities hereby elects to include the Registrable Securities owned by it in the Registration Statement. The undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate: QUESTIONNAIRE
Appears in 1 contract
Speculation. An investment objective of Speculation indicates you seek a significant increase in the principal value of your investments and are willing to accept a corresponding greater degree of risk by investing in securities that have historically demonstrated a high degree of risk of loss of principal value to pursue this objective. Some examples of typical investments might include lower quality, long-term fixed income products, initial public offerings, volatile or low priced common stock, the purchase of sale of put or call options, spreads, straddles and/or combinations on equities or indexes, and the use of short-term or day trading strategies. Other: Please specify. PQ-10 Memorandum Wire Transfer Authorization TO: RE: Client Wire Transfer Authorization Biotricity Bionik Laboratories Inc. DATE: ________________ This memorandum authorizes the transfer of the following listed funds from my Brokerage Account as follows: Brokerage Account # Wire Amount $______________________ Wire Amount $__________________________ BANK NAME: ABA NUMBER: A/C NAME: [ ], AS AGENT FOR A/C Number: REFERENCE: SUBSCRIBER LEGAL NAME ______________________________________________________ TAX ID NUMBER ______________________________________________________ SUBSCRIBER ADDRESS ______________________________________________________ FBO: ________________________________________________ Investment Title: ________________________________________________ Signature: ________________________________________________ Signature: ________________________________________________ (Joint Signature) PQ-11 Annex B To The Subscription Agreement BIOTRICITY BIONIK LABORATORIES INC. Plan Of Distribution Each selling stockholder of the securities offered hereby and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their securities covered hereby on the principal trading market or any other stock exchange, market or trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices. A selling stockholder may use any one or more of the following methods when selling securities: · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; · purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; · in transactions through broker-dealers that agree with the selling stockholders to sell a specified number of such securities at a stipulated price per security; · through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; · a combination of any such methods of sale; or · any other method permitted pursuant to applicable law. The selling stockholders may also sell securities under Rule 144 under the Securities Act of 1933, as amended (or the Securities Act), if available, rather than under this prospectus. Broker-dealers engaged by the selling stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling stockholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440. In connection with the sale of the securities or interests therein, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The selling stockholders may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The selling stockholders and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each selling stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percent (8%). We are required to pay certain fees and expenses incurred by us incident to the registration of the securities. We have agreed to indemnify the selling stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. Because selling stockholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. The selling stockholders have advised us that there is no underwriter or coordinating broker acting in connection with the proposed sale of the resale securities by the Selling Stockholders. We have agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the selling stockholders without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for us to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules and regulations under the Securities Exchange Act of 1934, as amended (or the Exchange Act), any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M promulgated under the Exchange Act, prior to the commencement of the distribution. In addition, the selling stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of securities of the common stock by the selling stockholders or any other person. We will make copies of this prospectus available to the selling stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act). PQ-12 Annex C to the Subscription Agreement BIOTRICITY BIONIK LABORATORIES INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock and warrants (the “Registrable Securities”) of Biotricity Bionik Laboratories Inc., a Nevada [_____] corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Subscription Agreement (the “Subscription Agreement”) to which this document is annexed. A copy of the Subscription Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Subscription Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus. NOTICE The undersigned beneficial owner (the “Selling Stockholder”) of Registrable Securities hereby elects to include the Registrable Securities owned by it in the Registration Statement. The undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate: QUESTIONNAIRE.
Appears in 1 contract
Samples: Form of Subscription Agreement (Bionik Laboratories Corp.)
Speculation. An investment objective of Speculation indicates you seek a significant increase in the principal value of your investments and are willing to accept a corresponding greater degree of risk by investing in securities that have historically demonstrated a high degree of risk of loss of principal value to pursue this objective. Some examples of typical investments might include lower quality, long-term fixed income products, initial public offerings, volatile or low priced common stockstocks, the purchase of sale of put or call options, spreads, straddles and/or combinations on equities or indexes, and the use of short-term or day trading strategies. Other: Please specify. PQ-10 Memorandum Wire Transfer Authorization TO: RE: Client Wire Transfer Authorization Biotricity Inc. DATE: ________________ This memorandum authorizes the transfer of the following listed funds from my Brokerage Account as follows: Brokerage Account # (Must be completed by Investor) Section A - Personal Investor Information Retail Investors Investor Name(s): ______________________ Wire Amount $______________________ BANK NAME: ABA NUMBER: A/C NAME: [ ], AS AGENT FOR A/C Number: REFERENCE: SUBSCRIBER LEGAL NAME ______________________________________________________ TAX ID NUMBER Individual executing Profile or Trustee: __________________________________________________________ SUBSCRIBER ADDRESS Social Security Numbers / Federal I.D. Number: ____________________________________________________ Date of Birth: _________________ Marital Status: _______________________ Joint Party Date of Birth: _________________ Investment Experience (Years): __________ Annual Income: _________________ Liquid Net Worth: ____________________ Net Worth: ________________ Tax Bracket: ______ 15% or below _____ 25% - 35% _____ Over 35% Investment Objectives (circle one or more): Preservation of Capital, Income, Capital Appreciation, Trading Profits, Speculation or Other (please specify) * See definitions on preceeding page Home Street Address: _______________________________________________________________________ FBOHome City, State & Zip Code: _________________________________________________________________ Investment TitleHome Phone: ________________________ Home Fax: _____________________ Home Email: _____________ Cellular Phone: ____________________________________________________________________________ SignatureEmployer: ________________________________________________________________________________ SignatureEmployer Street Address: ____________________________________________________________________ Employer City, State & Zip Code: ______________________________________________________________ Bus. Phone: __________________________ Bus. Fax: __________________________ Bus. Email: _________ Type of Business: __________________________________________________________________________ Xxxxxx Xxxxxxx Account Executive / Outside Broker/Dealer: __________________________________________ If you are a United States citizen, please list the number and jurisdiction of issuance of any other government-issued document evidencing residence and bearing a photograph or similar safeguard (Joint Signature) PQ-11 Annex B To The Subscription Agreement BIOTRICITY INC. Plan Of Distribution Each selling stockholder such as a driver’s license or passport), and provide a photocopy of each of the securities offered hereby and any documents you have listed. ________________________________________________________________________________________ If you are NOT a United States citizen, for each jurisdiction of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their securities covered hereby on the principal trading market or any other stock exchange, market or trading facility on which the securities you are traded a citizen or in private transactions. These sales may be at fixed which you work or negotiated prices. A selling stockholder may use any one or more of the following methods when selling securities: · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; · purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; · in transactions through broker-dealers that agree with the selling stockholders to sell a specified number of such securities at a stipulated price per security; · through the writing or settlement of options or other hedging transactionsreside, whether through an options exchange or otherwise; · a combination of any such methods of sale; or · any other method permitted pursuant to applicable law. The selling stockholders may also sell securities under Rule 144 under the Securities Act of 1933, as amended (or the Securities Act), if available, rather than under this prospectus. Broker-dealers engaged by the selling stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling stockholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440. In connection with the sale of the securities or interests therein, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The selling stockholders may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The selling stockholders and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each selling stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percent (8%). We are required to pay certain fees and expenses incurred by us incident to the registration of the securities. We have agreed to indemnify the selling stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. Because selling stockholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. The selling stockholders have advised us that there is no underwriter or coordinating broker acting in connection with the proposed sale of the resale securities by the Selling Stockholders. We have agreed to keep this prospectus effective until the earlier of please list (i) the date on which the securities may be resold by the selling stockholders without registration your passport number and without regard to any volume or manner-of-sale limitations by reason country of Rule 144, without the requirement for us to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar effect issuance or (ii) all alien identification card number AND (iii) number and country of issuance of any other government-issued document evidencing nationality or residence and bearing a photograph or similar safeguard, and provide a photocopy of each of these documents you have listed. These photocopies must be certified by a lawyer as to authenticity. ________________________________________________________________________________________ Section B – Institutional Investor Information Investor Name(s): __________________________________________________________________________ Authorized Individual (incl. title) executing on behalf of Institution: _____________________________________ Federal I.D. Number: ________________________________________________________________________ Jurisdiction of Organization:___________________________________________________________________ Date of Commencement of Business:____________________________________________________________ Source of Investment Funds:__________________________________________________________________ U.S. Financial Institution from which Funds Are to be Transferred:______________________________________ (if funds are to be transferred from non-U.S. account, a supplemental questionnaire will be required) Principal Place of Business Street Address: ____________________________________________________________________________ City, State & Zip Code: ______________________________________________________________________ Phone: ________________________ Fax: _____________________ Email: ____________________________ ____ Cellular Phone: ____________________________________________________________________________ Type of Institution: _________________________________________________________________________ Xxxxxx Xxxxxxx Account Executive / Outside Broker/Dealer: ___________________________________________ If the general partner or other person(s) authorized to sign on behalf of the securities have been sold pursuant to this prospectus or Rule 144 under institution are United States citizens, please list the Securities Act or number and jurisdiction of issuance of any other rule of government-issued document evidencing residence and bearing a photograph or similar effect. The resale securities will be sold only through registered safeguard (such as a driver’s license or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules and regulations under the Securities Exchange Act of 1934, as amended (or the Exchange Actpassport), any person engaged in the distribution and provide a photocopy of each of the resale securities may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M promulgated under the Exchange Act, prior to the commencement documents you have listed. _____________________________ _________________________________ Please provide a photocopy of the distribution. In additionorganizational documents governing the institution, the selling stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of securities of the common stock by the selling stockholders or any other person. We will make copies of this prospectus available to the selling stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act). PQ-12 Annex C to the Subscription Agreement BIOTRICITY INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock and warrants (the “Registrable Securities”) of Biotricity Inc., a Nevada corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Subscription Agreement (the “Subscription Agreement”) to which this document is annexed. A copy of the Subscription Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Subscription Agreement. Certain legal consequences arise from being named such as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named partnership agreement or not being named as a selling stockholder in the Registration Statement and the related prospectus. NOTICE The undersigned beneficial owner (the “Selling Stockholder”) of Registrable Securities hereby elects to include the Registrable Securities owned by it in the Registration Statement. The undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate: QUESTIONNAIRElimited liability company operating agreement.
Appears in 1 contract
Samples: Subscription Agreement (Best Energy Services, Inc.)
Speculation. An investment objective of Speculation indicates you seek a significant increase in the principal value of your investments and are willing to accept a corresponding greater degree of risk by investing in securities that have historically demonstrated a high degree of risk of loss of principal value to pursue this objective. Some examples of typical investments might include lower quality, long-term fixed income products, initial public offerings, volatile or low priced common stockstocks, the purchase of sale of put or call options, spreads, straddles and/or combinations on equities or indexes, and the use of short-term or day trading strategies. Other: Please specify. PQ-10 Memorandum Wire Transfer Authorization TO: RE: Client Wire Transfer Authorization Biotricity Inc. DATE: ________________ This memorandum authorizes the transfer of the following listed funds from my Brokerage Account as follows: Brokerage Account # Investor Questionnaire (Must be completed by Retail and Institutional Investors) Section A - Retail Investor Information Investor Name(s): ______________________ Wire Amount $______________________ BANK NAME: ABA NUMBER: A/C NAME: [ ], AS AGENT FOR A/C Number: REFERENCE: SUBSCRIBER LEGAL NAME ______________________________________________________ TAX ID NUMBER Individual executing Profile or Trustee: __________________________________________________________________ SUBSCRIBER ADDRESS Social Security Numbers / Federal I.D. Number: ___________________________________________________________ FBODate of Birth: Marital Status: ___________________________ Joint Party Date of Birth: Investment Experience (Years):______________ Annual Income: Liquid Net Worth: Net Worth: Tax Bracket: _______ 15% or below _____ 25% - 35% _____ Over 35% Investment Objectives (circle one or more): Preservation of Capital, Income, Capital Appreciation, Trading Profits, Speculation or Other (please specify) * See definitions on preceding page Home Street Address: Home City, State & Zip Code: Home Phone: ________________________ Investment TitleHome Fax: _____________________ Home Email: Cellular Phone: Employer: Employer Street Address: Employer City, State & Zip Code: Bus. Phone: ________________________________________________ SignatureBus. Fax: ________________________________________________ SignatureBus. Email: ________________________________________________ Type of Business: Xxxxxx Xxxxxxx Account Executive / Outside Broker/Dealer: If you are a United States citizen, please list the number and jurisdiction of issuance of any other government-issued document evidencing residence and bearing a photograph or similar safeguard (Joint Signature) PQ-11 Annex B To The Subscription Agreement BIOTRICITY INC. Plan Of Distribution Each selling stockholder such as a driver’s license or passport), and provide a photocopy of each of the securities offered hereby and any documents you have listed. If you are NOT a United States citizen, for each jurisdiction of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their securities covered hereby on the principal trading market or any other stock exchange, market or trading facility on which the securities you are traded a citizen or in private transactions. These sales may be at fixed which you work or negotiated prices. A selling stockholder may use any one or more of the following methods when selling securities: · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; · purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; · in transactions through broker-dealers that agree with the selling stockholders to sell a specified number of such securities at a stipulated price per security; · through the writing or settlement of options or other hedging transactionsreside, whether through an options exchange or otherwise; · a combination of any such methods of sale; or · any other method permitted pursuant to applicable law. The selling stockholders may also sell securities under Rule 144 under the Securities Act of 1933, as amended (or the Securities Act), if available, rather than under this prospectus. Broker-dealers engaged by the selling stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling stockholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440. In connection with the sale of the securities or interests therein, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The selling stockholders may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The selling stockholders and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each selling stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percent (8%). We are required to pay certain fees and expenses incurred by us incident to the registration of the securities. We have agreed to indemnify the selling stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. Because selling stockholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. The selling stockholders have advised us that there is no underwriter or coordinating broker acting in connection with the proposed sale of the resale securities by the Selling Stockholders. We have agreed to keep this prospectus effective until the earlier of please list (i) the date on which the securities may be resold by the selling stockholders without registration your passport number and without regard to any volume or manner-of-sale limitations by reason country of Rule 144, without the requirement for us to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar effect issuance or (ii) all alien identification card number AND (iii) number and country of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or issuance of any other rule government-issued document evidencing nationality or residence and bearing a photograph or similar safeguard, and provide a photocopy of similar effecteach of these documents you have listed. The resale securities will These photocopies must be sold only through registered or licensed brokers or dealers if required under applicable state securities lawscertified by a lawyer as to authenticity. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied withSection B – Institutional Investor Information Investor Name(s): Authorized Individual (incl. Under applicable rules and regulations under the Securities Exchange Act title) executing on behalf of 1934, as amended (or the Exchange Act), any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M promulgated under the Exchange Act, prior to the commencement of the distribution. In addition, the selling stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of securities of the common stock by the selling stockholders or any other person. We will make copies of this prospectus available to the selling stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act). PQ-12 Annex C to the Subscription Agreement BIOTRICITY INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock and warrants (the “Registrable Securities”) of Biotricity Inc., a Nevada corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Subscription Agreement (the “Subscription Agreement”) to which this document is annexed. A copy of the Subscription Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Subscription Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus. NOTICE The undersigned beneficial owner (the “Selling Stockholder”) of Registrable Securities hereby elects to include the Registrable Securities owned by it in the Registration Statement. The undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate: QUESTIONNAIREInstitution:
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Samples: Subscription Agreement (Integrity Applications, Inc.)
