EXHIBIT 4.69
SUBSCRIPTION AGREEMENT
UNITS
To: Xxxxxx Gold Corp. (the "Issuer") of 00000 - 00xx Xxxxxx, Xxxxxx, X.X.
X0X 0X0
The undersigned (the "Subscriber") hereby acknowledges that the Issuer is
proceeding with a private placement of units of the Issuer (the "Units") at a
price of $0.10 per Unit, each Unit being comprised of one common share in the
capital of the Issuer (a "Share") and one common share purchase warrant of the
Issuer (a "Warrant"), and tenders to the Issuer this subscription offer which,
upon acceptance by the Issuer, will constitute an agreement of the Subscriber to
subscribe for, take up, purchase and pay for and, on the part of the Issuer, to
issue and sell to the Subscriber the number of Units set out below (the
"Purchased Securities") on the terms and subject to the conditions set out in
this Agreement.
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Number of Units: .................................. 750,000
Total Purchase Price at $0.10 per Unit: ........... $ 75,000
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PLEASE MAKE CHEQUES AND BANK DRAFTS PAYABLE TO "XXXXXX GOLD CORP."
DATED at Vancouver, B.C. this 13th day of April, 2005.
HASTINGS MANAGEMENT CORP. 000-000 XXXX XXXXXXXX XXXXXX
XXXXXXXXX, XXXXXXX XXXXXXXX
X0X 0X0
by: /S/ XXXXXXX X. XXXXXX
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Xxxxxxx X. Xxxxxx, President
604-685-2222
(Telephone Number)
000-000-0000
(Facsimile Number)
DETAILS OF BENEFICIAL PURCHASER IF NOT SAME AS SUBSCRIBER:
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(Name - please print) (Beneficial Purchaser's Address)
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(if space is inadequate please attach a
schedule containing the necessary
information)
REGISTRATION INSTRUCTIONS: DELIVERY INSTRUCTIONS:
--------------------------------------- Instructions:
Name
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Account reference, if applicable Account reference, if applicable
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Address Contact Name
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Address
--------------------------------
--------------------------------
Telephone Number
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Facsimile Number
PRESENT OWNERSHIP OF SECURITIES
The Subscriber either [CHECK APPROPRIATE BOX]:
[_] owns directly or indirectly, or exercises control or direction over, no
common shares in the capital of the Issuer or securities convertible
into common shares in the capital of the Issuer; or
[X] owns directly or indirectly, or exercises control or direction over,
100,000 common shares in the capital of the Issuer and convertible
securities entitling the Subscriber to acquire an additional 100,000
common shares in the capital of the Issuer.
INSIDER STATUS
The Subscriber either [CHECK APPROPRIATE BOX]:
[X] is an "Insider" of the Issuer as defined in the SECURITIES ACT (British
Columbia); or
[_] is not an Insider of the Issuer.
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MEMBER OF "PRO GROUP"
The Subscriber either [CHECK APPROPRIATE BOX]:
[_] is a Member of the "Pro Group" as defined in the Rules of the TSX
Venture Exchange; or
[X] is not a member of the Pro Group.
This subscription is accepted by Xxxxxx Gold Corp. on the 13th day of April,
2005.
XXXXXX GOLD CORP.
Per:
/s/ XXXXXX X. XXXXXXX
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Xxxxxx X. Xxxxxxx, President
1. INTERPRETATION
1.1. In this Agreement, unless the context otherwise requires:
(a) "1933 Act" means the United States SECURITIES ACT of 1933, as
amended;
(b) "Acts" means the Alberta Act and the B.C. Act, collectively;
(c) "Alberta Act" means the SECURITIES ACT (Alberta), the
regulations and rules made thereunder and all instruments,
policy statements, blanket orders, notices, directions and
rulings issued by the Alberta Securities Commission, all as
amended;
(h) "B.C. Act" means the SECURITIES ACT (British Columbia), the
regulations and rules made thereunder and all instruments,
policy statements, blanket orders, notices, directions and
rulings issued by the British Columbia Securities Commission,
all as amended;
(i) "BI 72-503" means BC Instrument 72-503 of the British Columbia
Securities Commission entitled "Distribution of Securities
Outside of British Columbia";
(j) "Closing" means the day the Purchased Securities are issued to
the Subscriber;
(k) "Commissions" means the Alberta Securities Commission and the
British Columbia Securities Commission;
(l) "Directed Selling Efforts" has the meaning ascribed to it in
Regulation S;
(m) "Exchange" means the TSX Venture Exchange;
(n) "Exemptions" means the exemptions from the prospectus
requirements of the Acts which are outlined in Part 3 and 5 of
Multilateral Instrument 45-103 or BI 72-503;
(o) "Foreign Issuer" has that meaning ascribed to it in Regulation
S;
(p) "Multilateral Instrument 45-102" means Multilateral Instrument
45-102 "Resale of Securities" published by the Canadian
Securities Administrators;
(q) "Multilateral Instrument 45-103" means Multilateral Instrument
45-103 "Capital Raising Exemptions" adopted by the Alberta and
British Columbia Securities Commissions;
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(r) "Parties" or "Party" means the Subscriber, the Issuer or both,
as the context requires;
(s) "Private Placement" means the offering of the Units on the
terms and conditions contained in this Agreement;
(t) "Purchased Securities" means those Units which the Subscriber
has agreed to purchase under this Agreement;
(u) "Regulation "S" means Regulation S promulgated under the 1933
Act;
(v) "Regulatory Authorities" means the Commissions and the
Exchange;
(w) "Securities" means the Units, Shares, the Warrants and the
Warrant Shares;
(x) "Shares" means the previously unissued common shares in the
capital of the Issuer offered by the Issuer pursuant to the
Private Placement comprising part of the Units;
(y) "Substantial U.S. Market Interest" has that meaning ascribed
to it in Regulation S;
(z) "United States" has that meaning ascribed to it in Regulation
S;
(aa) "Units" means the units of the Issuer offered by the Issuer
pursuant to the Private Placement, each comprised of one Share
and one Warrant;
(bb) "U.S. Person" has that meaning ascribed to it in Regulation S
(which includes, but is not limited to, an individual resident
in the United States and an estate or trust of which any
executor or administrator or trustee, respectively, is a U.S.
Person and any partnership or corporation organized or
incorporated under the laws of the United States);
(cc) "Warrants" means share purchase warrants of the Issuer which
will be issued as part of the Units; and
(dd) "Warrant Shares" means the previously unissued common shares
in the capital of the Issuer which will be issued upon the
exercise of the Warrants.
1.2 Time is of the essence of this Agreement and will be calculated in
accordance with the provisions of the INTERPRETATION ACT (British Columbia).
1.3 This Agreement is to be read with all changes in gender or number as
required by the context.
1.4 The headings in this Agreement are for convenience of reference only
and do not affect the interpretation of this Agreement.
1.5 All references to currency refer to Canadian dollars.
1.6 This Agreement is governed by, subject to and interpreted in accordance
with the laws prevailing in the Province of British Columbia and the courts of
the Province of British Columbia will have the exclusive jurisdiction over any
dispute arising in connection with this Agreement.
2. THE UNITS
2.1 The Shares and Warrants will be issued and registered in the name of
the Subscriber or its nominee.
2.2 The aggregate subscription price for the Units will be allocated to the
Shares.
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3. THE WARRANTS
3.1 Each whole Warrant will entitle the holder, on exercise, to purchase
one Warrant Share at a price of $0.10 for a TWO year period following the
Closing.
3.2 The certificates representing the Warrants will, among other things,
include provisions for the appropriate adjustment in the class, number and price
of the Warrant Shares issued on exercise of the Warrants upon the occurrence of
certain events, including any subdivision, consolidation or reclassification of
the Issuer's common shares, the payment of stock dividends and the amalgamation
of the Issuer.
3.3 The issue of the Warrants will not restrict or prevent the Issuer from
obtaining any other financing, or from issuing additional securities or rights,
during the period within which the Warrants may be exercised.
4. REPRESENTATIONS AND WARRANTIES OF THE SUBSCRIBER
4.1 The Subscriber acknowledges, represents, warrants and covenants to and
with the Issuer that, as at the date given above and at the Closing:
(a) no prospectus has been filed by the Issuer with any of the
Commissions in connection with the issuance of the Securities,
such issuance is exempted from the prospectus requirements of
the Acts and that:
(i) the Subscriber is restricted from using most of the
civil remedies available under the Acts;
(ii) the Subscriber may not receive information that would
otherwise be required to be provided to him under the
Acts; and
(iii) the Issuer is relieved from certain obligations that
would otherwise apply under the Acts;
(b) the Subscriber certifies that it is resident in British
Columbia or Alberta or resident outside of Canada and the
United States;
(c) the Subscriber:
(i) is purchasing the Purchased Securities as principal
for its own account and not for the benefit of any
other person or is deemed under the Acts to be
purchasing the Purchased Securities as principal, and
in either case is purchasing the Purchased Securities
for investment only and not with a view to the resale
or distribution of all or any of the Purchased
Securities; or
(ii) is purchasing as agent for a disclosed principal and
is not deemed under the Acts to be purchasing the
Purchased Securities as principal, and it is duly
authorized to enter into this Agreement and to
execute and deliver all documentation in connection
with the purchase on behalf of such disclosed
principal, who is purchasing as principal for its own
account and not for the benefit of any other person
and for investment only and not with a view to the
resale or distribution of all or any of the Purchased
Securities;
(d) the Subscriber, if not a resident of British Columbia,
certifies that it is not resident in British Columbia and
acknowledges that:
(i) no securities commission or similar regulatory
authority has reviewed or passed on the merits of the
Securities;
(ii) there is no government or other insurance covering
the Securities;
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(iii) there are risks associated with the purchase of the
Securities;
(iv) there are restrictions on the Subscriber's ability to
resell the Securities and it is the responsibility of
the Subscriber to find out what those restrictions
are and to comply with them before selling the
Securities; and
(v) the Issuer has advised the Subscriber that the Issuer
is relying on an exemption from the requirements to
provide the Subscriber with a prospectus and to sell
the Securities through a person registered to sell
securities under the Acts and, as a consequence of
acquiring the Securities pursuant to this exemption,
certain protections, rights and remedies provided by
the Act, including statutory rights of rescission or
damages, will not be available to the Subscriber;
(e) if the Subscriber is resident outside of Canada and the United
States, the Subscriber:
(i) is knowledgeable of, or has been independently
advised as to the applicable securities laws of the
securities regulatory authorities (the "Authorities")
having application in the jurisdiction in which the
Subscriber is resident (the "International
Jurisdiction") which would apply to the acquisition
of the Securities, if any;
(ii) is purchasing the Purchased Securities pursuant to
exemptions from the prospectus and registration
requirements under the applicable securities laws of
the Authorities in the International Jurisdiction or,
if such is not applicable, the Subscriber is
permitted to purchase the Purchased Securities under
the applicable securities laws of the Authorities in
the International Jurisdiction without the need to
rely on any exemption; and
(iii) the applicable securities laws of the Authorities in
the International Jurisdiction do not require the
Issuer to make any filings or seek any approvals of
any nature whatsoever from any Authority of any kind
whatsoever in the International Jurisdiction in
connection with the issue and sale or resale of the
Purchased Securities;
(f) to the best of the Subscriber's knowledge, the Units were not
advertised;
(g) no person has made to the Subscriber any written or oral
representations:
(i) that any person will resell or repurchase any of the
Securities;
(ii) that any person will refund the purchase price of any
of the Securities;
(iii) as to the future price or value of any of the
Securities; or
(iv) that any of the Securities will be listed and posted
for trading on a stock exchange or that application
has been made to list and post the any of the
Securities for trading on a stock exchange, other
than the listing of the Shares and the Warrant Shares
on the Exchange;
(h) the Subscriber is not a "control person" of the Issuer as
defined in the Acts, will not become a "control person" by
virtue of the purchase of the Purchased Securities, and does
not intend to act in concert with any other person to form a
control group of the Issuer;
(i) this subscription has not been solicited in any other manner
contrary to the Acts or the 1933 Act;
(j) the Subscriber acknowledges that the Securities have not been
registered under the 1933 Act or the securities laws of any
state of the United States, and such securities must be held
indefinitely and may not be offered or sold unless registered
under the 1933 Act and the securities laws of all applicable
states of the United States or an exemption from such
registration requirements is
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available, and that the Issuer has no obligation or present
intention of filing a registration statement under the 1933
Act in respect of the any of the Securities;
(k) the Purchased Securities are not being acquired directly or
indirectly, for the account or benefit of a U.S. Person or a
person in the United States and the Subscriber does not have
any agreement or understanding (either written or oral) with
any U.S. Person of a person in the United States respecting:
(i) the transfer or assignment of any rights or interest
in any of the Securities;
(ii) the division of profits, losses, fees, commissions,
or any financial stake in connection with this
subscription; or
(iii) the voting of the Shares or the Warrant Shares;
(l) the current structure of this transaction and all transactions
and activities contemplated hereunder is not a scheme to avoid
the registration requirements of the 1933 Act;
(m) it has no intention to distribute either directly or
indirectly any of the Securities in the United States or to
U.S. Persons;
(n) the Subscriber acknowledges and agrees that the offer to
purchase the Purchased Securities was not made to the
Subscriber when the Subscriber was in the United States and
that:
(i) the Subscriber is not a U.S. Person;
(ii) the Subscriber is not and will not be purchasing the
Purchased Securities for the account or benefit of
any U.S. Person;
(iii) the Subscriber will not engage in any Directed
Selling Efforts in respect of the Securities;
(iv) the Subscriber agrees not to engage in hedging
transactions with regard to the Securities except in
compliance with the 1933 Act; and
(v) the Issuer shall refuse to register any transfer of
the Securities not made in accordance with the
provisions of Regulation S, pursuant to registration
under the 1933 Act, or pursuant to an available
exemption from registration under the 1933 Act;
(o) the Subscriber has no knowledge of a "material fact" or
"material change" (as those terms are defined in the Acts) in
the affairs of the Issuer that has not been generally
disclosed to the public, save knowledge of this particular
transaction;
(p) the Subscriber's decision to tender this offer and purchase
the Purchased Securities has not been made as a result of any
verbal or written representation as to fact or otherwise made
by or on behalf of the Issuer, or any other person and is
based entirely upon currently available public information
concerning the Issuer and the information contained in this
Agreement;
(q) the offer made by this subscription is irrevocable and
requires acceptance by the Issuer and approval of the
Exchange;
(r) the Issuer will have the right to accept this subscription
offer in whole or in part and the acceptance of this
subscription offer will be conditional upon the sale of the
Purchased Securities to the Subscriber being exempt from the
prospectus requirements of the relevant securities
legislation;
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(s) the Subscriber has the legal capacity and competence to enter
into and execute this Agreement and to take all actions
required pursuant hereto and, if an individual is of full age
of majority, and if the Subscriber is a corporation it is duly
incorporated and validly subsisting under the laws of its
jurisdiction of incorporation, and all necessary approvals by
its directors, shareholders and others have been given to
authorize the execution of this Agreement on behalf of the
Subscriber;
(t) the entering into of this Agreement and the transactions
contemplated hereby will not result in the violation of any of
the terms and provisions of any law applicable to, or the
constating documents of, the Subscriber or of any agreement,
written or oral, to which the Subscriber may be a part or by
which he is or may be bound;
(u) this Agreement has been duly executed and delivered by the
Subscriber and constitutes a legal, valid and binding
obligation of the Subscriber enforceable against the
Subscriber;
(v) the Subscriber has been independently advised as to the
applicable hold periods imposed in respect of the Securities
by applicable securities legislation and regulatory policies
and confirms that no representations by the Issuer have been
made respecting the hold periods applicable to the Securities
and is aware of the risks and other characteristics of the
Securities and of the fact that the Subscriber may not be able
to resell the Securities purchased by it except in accordance
with the applicable securities legislation and regulatory
policies and that the Securities may be subject to resale
restrictions and may bear a legend to this effect;
(w) the Subscriber, and any beneficial purchaser for whom the
Subscriber is acting, is resident in the province or
jurisdiction set out on the cover page of this Agreement;
(x) if required by applicable securities legislation, policy or
order or by any securities commission, stock exchange or other
regulatory authority, the Subscriber will execute, deliver,
file and otherwise assist the Issuer in filing such reports,
undertakings and other documents with respect to the issue of
the Securities as may be required;
(y) the Subscriber has not purchased the Purchased Securities as a
result of any form of general solicitation or general
advertising, including advertisements, articles, notices or
other communication published in any newspaper, magazine or
similar media or broadcast over radio, television or internet
or any seminar or meeting whose attendees have been invited by
general solicitation or general advertising;
(z) the Subscriber has been advised to consult its own legal
advisors with respect to resale restrictions applicable to the
Securities and the Subscriber is solely responsible (and the
Issuer is not responsible) for compliance with applicable
resale restrictions;
(aa) this Subscription Agreement has been duly and validly
authorized, executed and delivered by and constitutes a legal,
valid, binding and enforceable obligation of the Subscriber;
(bb) the Subscriber, or, where it is not purchasing as principal,
each beneficial purchaser, has such knowledge in financial and
business affairs as to be capable of evaluating the merits and
risks of its investment and is able to bear the economic risk
of loss of its investment; and
(cc) the Subscriber agrees that the above representations,
warranties and covenants in this subsection will be true and
correct both as of the execution of this subscription and as
of the day of Closing.
4.2 The foregoing representations, warranties and covenants will survive
the Closing and are made by the Subscriber with the intent that they be relied
upon by the Issuer in determining its suitability as a purchaser of Units, and
the Subscriber hereby agrees to indemnify the Issuer against all losses, claims,
costs, expenses and damages or liabilities which any of them may suffer or incur
as a result of reliance thereon. The Subscriber undertakes to notify the Issuer
immediately of any change in any representation, warranty or other information
relating to the Subscriber set forth herein which takes place prior to the
Closing.
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5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ISSUER
5.1 The Issuer represents, warrants and covenants that, as of the date
given above and at the Closing:
(a) the Issuer is a valid and subsisting corporation in good
standing under the laws of the Province of British Columbia;
(b) the Issuer is duly registered and licensed to carry on
business in the jurisdictions in which it carries on business
or owns property where required under the laws of that
jurisdiction;
(c) the authorized capital of the Issuer is 100,000,000 common
shares without par value and the issued capital of the Issuer
is 24,522,915 common shares that are fully paid and
non-assessable;
(d) the Issuer will reserve or set aside sufficient shares in its
treasury to issue the Shares and the Warrant Shares, and upon
their issuance the Shares and the Warrant Shares will be duly
and validly issued as fully paid and non-assessable;
(e) the Issuer is the beneficial owner of the interests in the
properties, business or assets, all agreements by which the
Issuer holds an interest in a property, business or assets are
in good standing according to their terms and the properties
are in good standing under the applicable laws of the
jurisdictions in which they are situated;
(f) the financial statements of the Issuer filed with any of the
Commissions have all been prepared in accordance with Canadian
generally accepted accounting principles, accurately reflect
the financial position and all material liabilities (accrued,
absolute, contingent or otherwise) of the Issuer as of the
date thereof, and no adverse material changes in the financial
position of the Issuer have taken place since the date
thereof;
(g) the Issuer has complied and will comply fully with the
requirements of all applicable corporate and securities laws
and administrative policies and directions, including, without
limitation, the Acts and the British Columbia Corporations Act
in relation to the issue and trading of its securities and in
all matters relating to the Private Placement;
(h) there is not presently, and will not be until the closing of
the Private Placement, any material change, as defined in the
Acts, relating to the Issuer or change in any material fact,
as defined in the Acts, relating to the Issuer or any of the
Securities which has not been or will not be fully disclosed
in accordance with the requirements of the Acts and the
policies of the Exchange;
(i) the issue and sale of the Securities by the Issuer does not
and will not conflict with, and does not and will not result
in a breach of, any of the terms of the Issuer's incorporating
documents or any agreement or instrument to which the Issuer
is a party;
(j) the Issuer is not a party to any actions, suits or proceedings
which could materially affect its business or financial
condition, and to the best of the Issuer's knowledge no such
actions, suits or proceedings are contemplated or have been
threatened;
(k) there are no judgments against the Issuer which are
unsatisfied, nor is the Issuer subject to any consent decrees
or injunctions;
(l) this Agreement has been or will be by the Closing, duly
authorized by all necessary corporate action on the part of
the Issuer, and the Issuer has or will have by the Closing
full corporate power and authority to undertake the Private
Placement;
(m) the Issuer is or will be prior to the Closing a "Qualifying
Issuer" as defined in Multilateral Instrument 45-102 and the
"hold period" under Multilateral Instrument 45-102 will not
exceed four
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months from the date of issuance of the Purchased Securities
in respect of the Shares, the Warrants and the Warrant Shares;
(n) the Issuer is not in default of any of the requirements of the
Acts or any of the administrative policies or notices of the
Exchange;
(o) no order ceasing or suspending trading in securities of the
Issuer nor prohibiting the sale of such securities has been
issued to and is outstanding against the Issuer or its
directors, officers or promoters or against any other
companies that have common directors, officers or promoters
and no investigations or proceedings for such purposes are
pending or threatened;
(p) except as disclosed in the Company's financial statements, no
person has any right, agreement or option, present or future,
contingent or absolute, or any right capable of becoming such
a right, agreement or option, for the issue or allotment of
any unissued shares in the capital of the Issuer or its
subsidiaries, if any, or any other security convertible into
or exchangeable for any such shares, or to require the Issuer
or its subsidiaries, if any, to purchase, redeem or otherwise
acquire any of the issued and outstanding shares in its
capital;
(q) the Issuer has filed all federal, provincial, local and
foreign tax returns which are required to be filed, or have
requested extensions thereof, and have paid all taxes required
to be paid by them and any other assessment, fine or penalty
levied against them, to the extent that any of the foregoing
is due and payable, except for such assessments, fines and
penalties which are currently being contested in good faith;
and
(r) the Issuer has established on its books and records reserves
which are adequate for the payment of all taxes not yet due
and payable and there are no liens for taxes on the assets of
the Issuer or its subsidiaries, if any, except for taxes not
yet due, and there are no audits of any of the tax returns of
the Issuer which are known by the Issuer's management to be
pending, and there are no claims which have been or may be
asserted relating to any such tax returns which, if determined
adversely, would result in the assertion by any governmental
agency of any deficiency which would have a material adverse
effect on the properties, business or assets of the Issuer.
5.2 The representations and warranties contained in this section will
survive the Closing.
6. CLOSING
6.1 The Closing will take place after the date of the conditional letter of
acceptance of the Exchange for the Private Placement on such date as is
determined by the Issuer, but in any event no later than 90 days following the
date of this Agreement.
6.2 Upon execution of this Agreement, the Subscriber will deliver to the
Issuer:
(a) this subscription form, duly executed; and
(b) a certified cheque or bank draft for the total price of the
Purchased Securities made payable to the Issuer.
6.3 As soon as practicable following the Closing Date, the Issuer will
deliver the Subscriber the certificates representing the Shares and the Warrants
comprising the Subscriber's Units registered in the name of the Subscriber or
its nominee.
7. RESALE RESTRICTIONS
The Subscriber understands and acknowledges that the Shares and Warrants
comprising the Units and the Warrant Shares issuable on exercise of the Warrants
will be subject to certain resale restrictions under the Acts, the 1933 Act,
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the laws of the jurisdiction in which the Subscriber resides and the Exchange's
policies, the terms of which may be endorsed on the certificates representing
such Securities, and the Subscriber agrees to comply with such resale
restrictions. The Warrants are non-transferrable. The Subscriber also
acknowledges that it has been advised to consult its own independent legal
advisor with respect to the applicable resale restrictions and the Subscriber is
solely responsible for complying with such restrictions and the Issuer is not in
any manner responsible for ensuring compliance by the Subscriber with the
applicable resale restrictions.
8. MISCELLANEOUS
8.1 The Subscriber hereby authorizes the Issuer to correct any errors in,
or complete any minor information missing from this Agreement. The Subscriber
consents to the filing of such documents and any other documents as may be
required to be filed with any stock exchange or securities regulatory authority
in connection with the Private Placement.
8.2 Without limitation, this subscription and the transactions contemplated
hereby are conditional upon and subject to the Issuer receiving the Exchange's
approval of this subscription and the transactions contemplated hereby.
8.3 This Agreement, which includes any interest granted or right arising
under this Agreement, may not be assigned or transferred.
8.4 Except as expressly provided in this Agreement and in the agreements,
instruments and other documents contemplated or provided for herein, this
Agreement contains the entire agreement between the Parties with respect to the
Securities and there are no other terms, conditions, representations or
warranties whether expressed, implied, oral or written, by statute, by common
law, by the Issuer, or by anyone else.
8.5 The Parties may amend this Agreement only in writing.
8.6 This Agreement enures to the benefit of and is binding upon the Parties
and, as the case may be, their respective heirs, executors, administrators and,
successors.
8.7 A Party will give all notices or other written communications to the
other Party concerning this Agreement by hand or by registered mail addressed to
such other Party's respective address which is noted on the cover page of this
Agreement.
8.8 This Agreement may be executed in counterparts, each of which when
delivered will be deemed to be an original and all of which together will
constitute one and the same document and the Issuer will be entitled to rely on
delivery by facsimile machine of an executed copy of this subscription, and
acceptance by the Issuer of such facsimile copy will be equally effective to
create a valid and binding agreement between the Subscriber and the Issuer as if
the Issuer had accepted the subscription originally executed by the Subscriber.
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