United States Subscribers. If the Purchaser is a U.S. Purchaser, it is purchasing the Securities as principal and no other person, corporation, firm or other organization will have a beneficial interest in the Securities, and the Purchaser, or if it is acting as agent for one or more Beneficial Purchaser resident in the United States, or otherwise subject to the securities laws thereof, such Beneficial Purchaser:
(i) is a U.S. Accredited Investor and is purchasing the Securities pursuant to the exemption from registration provided by Section 4(a)(2) of the U.S. Securities Act and Rule 506 of Regulation D thereunder, and has executed and delivered herewith a copy of Schedule D;
(ii) is purchasing the Securities for its own account for investment, and not with a view to the resale or distribution of all or any of the Common Shares in violation of the U.S. Securities Act or any applicable U.S. state Securities Laws (“States Laws”);
(iii) is not a party to any contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge to such person, or anyone else, the Securities, or any part thereof, or any interest therein and the Purchaser or the Beneficial Purchaser, as the case may be, has no present plans to enter into any such contract, undertaking, agreement or arrangement;
(iv) is not planning to offer, sell or otherwise transfer any of the Securities, and, if it does, it will not offer, sell or otherwise transfer any of the Securities, directly or indirectly, unless the sale is:
(A) to the Company;
(B) made outside the United States in a transaction meeting the requirements of Rule 904 of Regulation S and in compliance with applicable local laws and regulations; or
(C) made in a transaction that is exempt from registration under the U.S. Securities Act pursuant to Rule 144 or Rule 144A, if available, or under applicable State Laws or does not require registration under the U.S. Securities Act or any applicable State Laws and the Purchaser has furnished to the Company, prior to such sale, an opinion of counsel of recognized standing or other evidence of exemption reasonably satisfactory to the Company confirming the compliance of such sale with the U.S. Securities Act and applicable State Laws;
(v) is not subscribing for the Securities as a result of any form of general solicitation or general advertising, as those terms are used in Regulation D under the U.S. Securities Act, including advertisements, articles, notices or other communications published in any n...
United States Subscribers the United States of America, or is otherwise subject to the securities laws thereof, and:
United States Subscribers. For U.S. Persons or those subscribing for the account or benefit of a U.S. Person or a person in the United States (as such terms are defined in Regulation S under the U.S. Securities Act), complete and sign Appendix IV. Table of Contents Subscriber Information 3 Method of Payment 4 Terms and Conditions 6 Article 1 Interpretation (including definitions) 6 Article 2 Schedules 7 Article 3 Subscription and description of the Units 7
United States Subscribers. For U.S. Persons or those subscribing for the account or benefit of a U.S. Person or a person in the United States (as such terms are defined in Regulation S under the U.S. Securities Act), complete and sign the Accredited Investor Certificate attached as Appendix I, and if applicable, the Accredited Investor Risk Acknowledgement attached as Appendix II and the U.S. Accredited Investor Certificate appended as Appendix VI. Table of Contents Subscriber Information 3 Method of Payment 5 Terms and Conditions 6 Article 1 Interpretation (including definitions) 6 Article 2 Appendices 7 Article 3 Subscription and Description of the Units 8
United States Subscribers resident in the United States of America, or is otherwise subject to the securities laws thereof;
United States Subscribers resident in the United States and is either a U.S. Person (as defined in Schedule II, Accredited Investor Confirmation – U.S. Subscribers) or otherwise subject to the securities laws thereof, (ix) an Accredited Investor as set out in the completed Schedule II, Accredited Investor Confirmation – U.S. Subscribers, delivered with this Agreement,
United States Subscribers. For U.S. Persons or those subscribing for the account or benefit of a U.S. Person or a person in the United States (as such terms are defined in Regulation S under the U.S. Securities Act), complete and sign Appendix VIII to Schedule “A”. To: GUNPOWDER CAPITAL CORP. (the “Corporation”), with offices at Suite 307 – 00 Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx X0X 0X0. The Corporation is offering to eligible investors, including the subscriber (the “Subscriber”) entering into this subscription agreement (the “Subscription Agreement”) with the Corporation, on an exempt private placement basis and on the terms of this Subscription Agreement, up to 300,000 Class A Preferred Shares of the Corporation (the “Shares”) at a subscription price of CDN $10.00 per Share (the “Offering”). This Offering is not subject to the receipt of a minimum subscription amount and any received subscription monies may be placed into the Corporation’s accounts and employed by the Corporation immediately upon receipt and prior to acceptance and issuance of any Shares. The Corporation offers, and the Subscriber accepts, the Shares on the terms and conditions as set forth in this Subscription Agreement. This Subscription Agreement includes, and is made specifically subject to the attached “Terms and Conditions of Subscription for Class A Preferred Shares of Gunpowder Capital Corp.”, Schedule “A” and the applicable Appendices which are incorporated herein as terms.
United States Subscribers. If the Subscriber is a US citizen (or otherwise subject to US jurisdiction) the Subscriber hereby so declares and further declares that the Subscriber is an "Accredited Investor" as that term is defined in Regulation D promulgated under the relevant Securities Act (the "Act") of the United States, by virtue of the Subscriber's qualification under one or more of the following categories (PLEASE CHECK OFF APPROPRIATE CATEGORY):
United States Subscribers. If you are a “U.S. Purchaser”, as defined in Exhibit B, you must complete and sign Exhibit B “United States Accredited Investor Questionnaire”.
