EXHIBIT 4.20
PACIFIC ENERGY RESOURCES LTD.
000 Xxxx Xxxxx Xxxxxxxxx, Xxxxx 0000
Xxxx Xxxxx, Xxxxxxxxxx 00000
SUBSCRIPTION AGREEMENT FOR UNITS
(U.S. RESIDENTS)
TO: Pacific Energy Resources Ltd. (the "CORPORATION")
The undersigned (the "SUBSCRIBER") hereby irrevocably subscribes for and agrees
to purchase from the Corporation units ("UNITS") of the Corporation in the
number set forth below at a subscription price equal to CAD$2.20 per Unit (the
"SUBSCRIPTION PRICE"), with each Unit consisting of one (1) share of common
stock of the Corporation (a "COMMON SHARE") and one-half (1/2) Common Share
purchase warrant of the Corporation ("WARRANT"). Each one (1) whole Warrant
shall entitle the holder to acquire one (1) Common Share (a "WARRANT SHARE") at
a price equal to CAD$2.65 per Warrant Share for a period of 18 months from the
date of issue of the Warrants. The Subscriber agrees to be bound by the attached
terms and conditions of subscription (the "TERMS AND CONDITIONS") and agrees
that the Corporation and its agents and attorneys may rely upon the
representations, warranties and covenants contained therein and in the
Subscriber Certificate (as hereinafter defined). This subscription, plus the
Terms and Conditions of the completed and executed Subscriber Certificate, are
collectively referred to as the "SUBSCRIPTION AGREEMENT" or the "AGREEMENT".
SUBSCRIPTION AND SUBSCRIBER INFORMATION
PLEASE PRINT ALL INFORMATION (OTHER THAN SIGNATURES), AS APPLICABLE, IN THE SPACE PROVIDED BELOW
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Number of Units:
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(Name of Subscriber - please print) ----------------------------------------------------------
By: ----------------------------------------------------------
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(Authorized Signature) Aggregate Subscription Price:
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(Official Capacity or Title - please print)
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(Please print name of individual whose signature appears above If the Subscriber is signing as agent for a principal
if different than the name of the subscriber printed above.) and is not purchasing as trustee or agent for accounts
fully managed by it, complete the following and ensure
------------------------------------------------------ that the applicable Exhibit(s) are completed on behalf
(Subscriber's Address) of such principal:
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(Subscriber's Address) (Name of Principal)
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(Telephone Number) (E-Mail Address) (Principal's Address)
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(Social Security Number or Federal Taxpayer Identification (Social Security Number or Federal Taxpayer
Number) Identification Number)
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DELIVER THE UNITS AS SET FORTH BELOW:
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(Name)
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(Account reference, if applicable)
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(Contact Name)
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(Address)
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(Address)
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THIS IS THE FIRST PAGE OF AN AGREEMENT COMPRISED OF 12 PAGES (NOT INCLUDING EXHIBITS "A" AND "B").
ACCEPTANCE: The Corporation hereby accepts the subscription as set forth
above on the terms and conditions contained in this Subscription Agreement.
October _____, 2007
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PACIFIC ENERGY RESOURCES LTD. Subscription No:
By:
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THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK
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TERMS AND CONDITIONS OF SUBSCRIPTION FOR UNITS
DEFINITIONS
1.1 In this Agreement, which includes the cover page and all of the
appendices, the following words have the following meanings unless
otherwise indicated:
(a) "1933 ACT" means Securities Act of 1933, as amended, and the rules
and regulations promulgated thereunder;
(b) "CLOSING" means the completion of the issue and sale of the Units to
the Subscriber hereunder;
(c) "COMMON SHARE" has the meaning ascribed to it on the cover page of
this Agreement;
(d) "CORPORATION" means Pacific Energy Resources Ltd.;
(e) "DISCLOSURE DOCUMENT" has the meaning ascribed to it in paragraph
4.1(m);
(f) "EXCHANGE" means the Toronto Stock Exchange;
(g) "OFFERING" means this private placement;
(h) "REGISTRATION RIGHTS AGREEMENT" means the registration rights
agreement attached hereto as Exhibit "B";
(i) "REGULATION D" means Regulation D promulgated under the 1933 Act;
(j) "SEC" means the United States Securities and Exchange
Commission;
(k) "SECURITIES" means collectively, the Units, the
Common Shares, the Warrants and the Warrant Shares.
(l) "SUBSCRIBER" has the meaning ascribed to it on the cover page of
this Agreement;
(m) "SUBSCRIBER CERTIFICATE" means the accredited investor certificate
attached hereto as Exhibit "A";
(n) "UNIT" has the meaning ascribed to it on the cover pages of this
Agreement;
(o) "WARRANT" has the meaning ascribed to it on the cover page of this
Agreement; and
(p) "WARRANT SHARES" has the meaning ascribed to it on the cover page of
this Agreement.
1.2 All capitalized terms in this Agreement not defined above have the
meanings ascribed to them in this Agreement.
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2. PURCHASE AND SALE OF UNITS
The Subscriber acknowledges that:
2.1 the Common Shares will be registered in the name of the Subscriber;
2.2 the Corporation shall have the right to reject this Subscription Agreement
if it believes for any reason that the Subscriber is not an "accredited
investor" within the meaning of Rule 501 of Regulation D promulgated by
the SEC as presently in effect, or for any other reason in its sole and
absolute discretion. Acceptance is evidenced only by execution of this
Subscription Agreement by the Corporation in the space provided above;
2.3 fractional Warrants will not be issued to the Subscriber. Instead, the
number of Warrants issued to any one Subscriber will be rounded down to
the nearest whole number of Warrants issuable to such Subscriber at the
Closing; and
2.4 the issuance of the Common Shares and the Warrants will not restrict or
prevent the Corporation from obtaining any other financing, or from
issuing additional securities from time to time.
3. REPRESENTATIONS, WARRANTIES AND COVENANTS BY THE CORPORATION
3.1 The Corporation hereby represents and warrants to the Subscriber (and
acknowledges that the Subscriber is relying thereon) that:
(a) the Corporation has the full corporate right, power and authority to
execute and deliver this Subscription Agreement and to issue the
Securities, and at Closing the Common Shares, the Warrants and the
Warrant Shares will be duly and validly authorized, and the Common
Shares when issued, and the Warrant Shares when issued upon exercise
of the Warrants, as the case may be, will be fully paid and
non-assessable;
(b) this Subscription Agreement and the Registration Rights Agreement
each constitute a binding obligation of the Corporation enforceable
in accordance with its terms except as enforceability may be limited
by applicable bankruptcy, insolvency, reorganization, moratorium and
other laws of general application affecting enforcement of
creditors' rights generally and as limited by laws relating to the
availability of specific performance, injunctive relief or other
equitable remedies;
(c) the execution and delivery of, and the performance of the terms of
this Subscription Agreement by the Corporation, including the issue
of the Common Shares and the Warrants, and the issue of the Warrant
Shares upon exercise of the Warrants, as the case may be, does not
and will not constitute a breach of or default under the certificate
of incorporation or bylaws of the Corporation or any law,
regulation, order or ruling applicable to the Corporation or any
agreement, contract or indenture to which the Corporation is a party
or by which it is bound; and
(d) the Corporation is a duly incorporated and validly subsisting
corporation under the laws of its jurisdiction of incorporation and
has full corporate power and authority to perform each of its
obligations as herein contemplated.
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4. REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGMENTS OF THE SUBSCRIBER
4.1 The Subscriber represents and warrants, as at the date of this Agreement
and at the Closing, that:
(a) the Subscriber is purchasing the Securities as principal for the
Subscriber's own account or for accounts fully-managed by it, for
long-term investment, and not with a view to, or for sale in
connection with, the distribution thereof. The Subscriber has no
present intention of selling, granting any participation in, or
otherwise distributing the Securities. The Securities will not be
resold without registration under the 1933 Act and qualification
under the securities laws of all applicable states and other
jurisdictions, unless such sale would be exempt therefrom;
(b) the Subscriber is an "accredited investor" under Rule 501(a) of
Regulation D promulgated under the 1933 Act; and
(c) the Subscriber has received, completed and returned to the
Corporation the Subscriber Certificate relating to the eligibility
to participate as an investor in a private offering, and hereby
affirms the correctness of the Subscriber's answers in the
Subscriber Certificate;
(d) the Subscriber (i) has adequate means of providing for his or her
current needs and possible personal contingencies, and has no need
for and may never have liquidity of his or her investment in the
Corporation; (ii) can bear the economic risk of losing his or her
entire investment herein and may lose the entire investment, which
is highly speculative and very risky; (iii) has such knowledge and
experience in financial and business matters that he or she is
capable of evaluating the relative risks and merits of this
investment; and (iv) has an overall commitment to investments which
are not readily marketable that is not disproportionate to his or
her net worth and the investment subscribed for herein will not
cause such overall commitment to become excessive;
(e) the Subscriber is aware that no prospectus has been prepared or
filed by the Corporation with any securities commission or similar
authority in connection with the Offering;
(f) no prospectus or offering memorandum has been delivered to the
Subscriber in connection with the Offering;
(g) the Subscriber's purchase of the Securities has not been made
through or as a result of, and the distribution of the Securities is
not being accompanied by and the Subscriber is not aware of, any
advertisement of the Securities in printed media of general and
regular paid circulation, radio, television or telecommunications,
including electronic display (such as the Internet), or any other
advertisement or general solicitation with respect to the
Securities;
(h) no person has made to the Subscriber any written or oral
representation:
(i) that any person will resell or repurchase any of the
Securities;
(ii) that any person will refund the purchase price of the
Securities;
(iii) as to the future price or value of any of the Securities; or
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(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 any of the Securities for trading on a stock
exchange, other than the Exchange;
(i) none of the Securities are being purchased by the Subscriber with
knowledge of any material fact about the Corporation that has not
been generally disclosed;
(j) it never has been represented, guaranteed or warranted to Subscriber
by the Corporation, its agents, or employees or any other person,
expressly or by implication, any of the following:
(i) the approximate or exact length of time that Subscriber will
be required to remain as owner of the Securities;
(ii) the profit or return, if any, to be realized as a result of
the Corporation's venture; or
(iii) that the past performance or experience on the part of the
Corporation or any affiliate, its agents, or employees or of
any other person, will in any way indicate the predictable
results of the ownership of the Securities or the overall
Corporation's venture;
(k) the Subscriber, if an individual, is at least twenty-one (21) years
of age;
(l) the Subscriber has no reason to anticipate any change in the
Subscriber's personal circumstances, financial or otherwise, which
may cause or require any sale or distribution by the Subscriber of
all or any part of the Securities subscribed for herein;
(m) the Subscriber has reviewed the documents regarding the Corporation
available on SEDAR (xxx.xxxxx.xxx) and the Exchange's web site
(xxx.xxx.xxx) (collectively, the "DISCLOSURE DOCUMENTS") carefully
so as to be fully familiar with and understand the contents thereof
and is responsible for conducting its own due diligence under the
Offering in order to determine whether to proceed with a
subscription under the Offering;
(n) the Subscriber has had the opportunity to review all facts
concerning the Corporation which the Subscriber deems pertinent;
(o) the Subscriber, if a partnership, corporation, trust, or other
entity, declares:
(i) the person executing this Subscription Agreement has the
necessary power and authority to do so; and
(ii) the Subscriber was not organized for the specific purpose of
acquiring the Securities;
(p) the exhibits to this Agreement will be completed truthfully and with
reasonable diligence;
(q) as to the source of subscription funds,
(i) none of the subscription funds used for the purchase of the
Subscriber's Securities (A) have been or will be derived from
or related to any activity that is deemed criminal under the
laws of the United States or any other jurisdiction; or (B)
are being tendered on behalf of a person or entity who has not
been identified to the Subscriber; and
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(ii) the Subscriber will promptly notify the Corporation if the
Subscriber discovers that any of the representations in
subparagraph (q)(i) above ceases to be true, and to provide
the Corporation with appropriate information in connection
therewith;
(r) the Subscriber understands that the foregoing representations and
warranties are to be relied upon by the Corporation as a basis for
exemption of the sale of the Securities under the 1933 Act, and for
other purposes;
(s) the Subscriber has had an opportunity prior to entering into this
Agreement to ask questions of and receive answers from the
Corporation concerning the terms and conditions of the Offering and
to obtain additional information that the Corporation possesses or
can acquire without unreasonable effort or expense necessary to
verify the accuracy of information furnished or made available by
the Corporation to the Subscriber that the Subscriber considers
necessary or appropriate for deciding whether to purchase the
Securities;
(t) the Subscriber, if an individual, has the legal capacity to enter
into and execute this Agreement and to take all actions required
pursuant to this Agreement;
(u) the Corporation's legal counsel are acting solely for the
Corporation, and the Subscriber may not rely upon such counsel in
any respect;
(v) the Subscriber is a citizen or legal resident of and permanently
resides in the U.S.;
(w) 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 charter or
governing documents of, the Subscriber or of any agreement, written
or oral, to which the Subscriber may be a party or by which the
Subscriber is or may be bound;
(x) this Agreement has been duly executed and delivered by the
Subscriber and constitutes a legal, valid and binding agreement of
the Subscriber enforceable against the Subscriber;
(y) the Subscriber warrants that the information herein provided to the
Corporation by the Subscriber is true and correct as of the date
hereof, and the Subscriber agrees to advise the Corporation, prior
to its acceptance of this Subscription, of any material change in
any such information; and
(z) the Subscriber agrees that the representations and warranties of the
Subscriber set forth in this Section 4 shall survive the acceptance
of this subscription, in the event the subscription is accepted.
4.2 The Subscriber understands and acknowledges that:
(a) (on its own behalf and, if applicable, on behalf of each person on
whose behalf the Subscriber is contracting) that the Securities
subscribed for by it hereunder form part of a larger issuance and
sale by the Corporation of up to CAD$75 million in Units;
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(b) no federal or state agency has made any finding or determination as
to the fairness of the offering of the Securities for investment or
any recommendation or endorsement of the Offering and no securities
commission or similar regulatory authority has reviewed or passed on
the merits of the Securities;
(c) the Securities have not been registered under the 1933 Act or
qualified under any state securities laws in reliance on exemptions
from registration and may not be offered or sold in the United
States 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 available;
(d) the Common Shares and Warrant Shares will bear incidental
registration rights in accordance with the terms of the Registration
Rights Agreement; while the Common Shares and the Warrant Shares are
expected to be listed on the Exchange, the Units and the Warrants
will not be listed on the Exchange, there is no trading market for
the Unites or the Warrants, and none is expected to develop;
(e) there are restrictions imposed by law 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 reselling any of the Securities;
(f) the offer and sale of the Securities is being made in reliance upon
exemptions from the registration provisions of the 1933 Act under
Section 4(2) and Regulation D of the 1933 Act, among others, on the
basis that the transaction did not involve any public offering and
the Subscriber is accredited with access to the kind of information
registration would provide;
(g) Rule 144 under the 1933 Act permits limited public resales of
securities acquired in non-public offerings, subject to the
satisfaction of certain conditions. Under Rule 144, the conditions
include, among other things: the availability of certain current
public information about the issuer, the resale occurring not fewer
than one (1) year or two (2) years, as applicable, after the party
has purchased and paid for the securities to be sold, the sale being
through a broker in an unsolicited "broker's transaction" and the
amount of securities being sold during any three-month period not
exceeding specified volume limitations. The Corporation may not be
satisfying the current public information requirement of Rule 144 at
the time the Subscriber wishes to sell any of the Securities, or
other conditions under Rule 144 which are required of the
Corporation.
(h) the Subscriber acknowledges and agrees with the Corporation that the
Corporation shall refuse to register any transfer of the Securities
not made pursuant to registration under the 1933 Act, or pursuant to
an available exemption from registration under the 1933 Act;
(i) the Subscriber acknowledges that there are risks associated with the
purchase of the Securities and that the Subscriber is aware that
there is no government or other insurance covering the Securities;
(j) the Corporation may be required to provide applicable securities
regulatory authorities with a list setting forth the identities of
the beneficial purchasers of the Securities and the Subscriber
acknowledges and agrees that it will provide, on request,
particulars as to the identity of such beneficial purchasers as may
be required by the Corporation in order to comply with the
foregoing;
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(k) if required by applicable securities laws or the Corporation, the
Subscriber will execute, deliver and file, or assist the Corporation
in filing, such reports, undertakings and other documents with
respect to the issue and/or sale of the Securities as may be
required by any securities commission, stock exchange or other
regulatory authority;
(l) by providing personal information to the Corporation, the Subscriber
and each person for whom it is contracting hereunder, is consenting
to the Corporation's collection, use and disclosure of that
information for the purposes of the subscription of Securities and
the offering in general, for corporate governance purposes and to
contact the Subscriber as an investor. The Subscriber, and each
person for whom it is contracting hereunder, acknowledges that, from
time to time, the Corporation may be required to disclose such
personal information and, by providing such personal information to
the Corporation, the Subscriber and each person for whom it is
contracting hereunder, hereby expressly consents to such disclosure,
and the Subscriber and each person for whom it is contracting agrees
and acknowledges that the Corporation may use and disclose personal
information as follows:
(i) for internal use with respect to managing the relationships
between and contractual obligations of the Corporation and the
Subscriber and each person for whom it is contracting;
(ii) for use and disclosure for income tax related purposes,
including without limitation, where required by law,
disclosure to the Internal Revenue Service;
(iii) disclosure to securities regulatory authorities and other
regulatory bodies with jurisdiction with respect to reports of
trades and similar regulatory filings;
(iv) disclosure to a governmental or other authority to which the
disclosure is required by court order or subpoena compelling
such disclosure and where there is no reasonable alternative
to such disclosure;
(v) disclosure to professional advisers of the Corporation in
connection with the performance of their professional
services;
(vi) disclosure to any person where such disclosure is necessary
for legitimate business reasons and is made with the prior
written consent of the Subscriber and each person for whom it
is contracting;
(vii) disclosure to a court determining the rights of the parties
under this Agreement; or
(viii) for use and disclosure as otherwise required or permitted by
law; and
(m) during the ten trading day period prior to the date hereof and the
date of the Closing, the Subscriber has not purchased (except
pursuant to this Agreement), sold or "sold short" any securities of
the Corporation.
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5. ISSUANCE OF UNITS
5.1 The Subscriber agrees to deliver to the Corporation, as soon as possible
and, in any event, not later than 1:00 p.m. (Pacific time) on October 9,
2007: (a) this duly completed and executed Subscription Agreement; (b) a
duly executed U.S. Accredited Investor Certificate attached hereto as
Exhibit "A"; (c) a duly executed Registration Rights Agreement attached
hereto as Exhibit "B", together with a duly completed selling security
holder questionnaire attached thereto as an exhibit; (d) such other
documents as may be required under applicable securities laws; and (e) a
certified cheque or bank draft payable to the Corporation for the
aggregate subscription price or payment of the same amount in such other
manner as is acceptable to the Corporation.
5.2 The Subscriber expressly waives and releases the Corporation from, to the
fullest extent permitted by law, all rights of withdrawal to which it
might otherwise be entitled pursuant to the provisions of securities laws
of the state in which the Subscriber is resident.
5.3 Reasonably promptly following the Closing, the Corporation will forward to
the Subscriber certificates representing the Common Shares and Warrants
registered in the name of the Subscriber.
6. REGISTRATION RIGHTS
6.1 The Common Shares and Warrant Shares will bear incidental registration
rights in accordance with the terms of the Registration Rights Agreement.
7. LEGENDS
7.1 The certificates representing the Common Shares, the Warrants and the
Warrant Shares will bear a legend denoting the restrictions on transfer.
The Subscriber agrees to sell, assign or transfer the Securities only in
accordance with such restrictions.
The legend for certificates for the Common Shares, the Warrants and the
Warrant Shares will be in substantially the following form:
(i) THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE
SECURITIES LAWS. THE SECURITIES REPRESENTED HEREBY MAY NOT BE
OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE
ASSIGNED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE ACT OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE ACT.
and
(ii) "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE
TORONTO STOCK EXCHANGE ("TSX"). HOWEVER, THE SAID SECURITIES CANNOT
BE TRADED THROUGH THE FACILITIES OF TSX SINCE THEY ARE NOT FREELY
TRANSFERABLE AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH
SECURITIES IS NOT "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON
TSX."
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8. RELIANCE UPON REPRESENTATIONS, WARRANTIES AND COVENANTS
8.1 The Subscriber acknowledges that the representations and warranties and
covenants and acknowledgments contained in this Agreement are made with
the intent that they may be relied upon by the Corporation in determining
the Subscriber's eligibility to purchase the Securities and the Subscriber
hereby agrees to indemnify the Corporation against all losses, claims,
costs, expenses and damages or liabilities which it may suffer or incur
caused or arising from its reliance thereon. The Subscriber further agrees
that by accepting the Securities, the Subscriber shall be representing and
warranting that the foregoing representations and warranties are true as
at the date of Closing and as at the dates of exercise of the Warrants,
with the same force and effect as if they had been made by the Subscriber
on each such date, and that they shall survive the purchase by the
Subscriber of the Securities and shall continue in full force and effect
notwithstanding any subsequent disposition by the Subscriber of any of the
Securities .
9. MISCELLANEOUS
9.1 The Corporation shall be entitled to rely on delivery by facsimile machine
of an executed copy of this subscription, and acceptance by the
Corporation of such facsimile copy shall be equally effective to create a
valid and binding agreement between the Subscriber and the Corporation in
accordance with the terms hereof.
9.2 Without limitation, this Agreement and the transactions contemplated
hereby are conditional upon and subject to the Corporation receiving
Exchange approval of this Agreement and the transactions contemplated
hereby.
9.3 This Agreement is not assignable or transferable by the parties hereto
without the express written consent of the other party hereto.
9.4 Time is of the essence of this Agreement.
9.5 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 Corporation or by anyone else.
9.6 The parties to this Agreement may amend this Agreement only in writing.
9.7 This Agreement inures to the benefit of and is binding upon the parties to
this Agreement and their successors and permitted assigns.
9.8 A party to this Agreement will give all notices to or other written
communications with the other party to this Agreement concerning this
Agreement by hand or by registered mail or overnight courier addressed to
the address given above.
9.9 This Agreement will be governed by and construed in accordance with the
laws of the State of California, without regard to conflicts of law
principles.
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9.10 This Agreement, including without limitation the representations,
warranties and covenants contained herein and in the Subscriber
Certificate, shall survive and continue in full force and effect and be
binding upon the Corporation and the Subscriber, notwithstanding the
completion of the purchase of the Securities by the Subscriber pursuant
hereto, the completion of the Offering and any subsequent disposition by
the Subscriber of the Securities.
[exhibits follow]
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EXHIBIT "A"
U.S. ACCREDITED INVESTOR CERTIFICATE
Capitalized terms used herein have the meaning ascribed thereto in the
subscription agreement ("SUBSCRIPTION AGREEMENT") of which this Exhibit "A"
forms a part. The Subscriber, in connection with the acquisition of Units of the
Corporation pursuant to the Subscription Agreement, hereby makes the following
representations and warranties:
The Subscriber understands that the Corporation is relying on this
information in determining to offer the Units to the Subscriber in a manner
exempt from the registration requirements of the Securities Act of 1933, as
amended (the "1933 ACT"), and applicable state securities laws.
1. ACCREDITED INVESTOR
The Subscriber represents and warrants that he, she or it falls within the
category (or categories) marked. PLEASE INDICATE EACH CATEGORY OF ACCREDITED
INVESTOR THAT YOU, THE SUBSCRIBER, SATISFY, BY PLACING YOUR INITIALS ON THE
APPROPRIATE LINE BELOW.
____ Category 1. A bank, as defined in Section 3(a)(2) of the 1933 Act,
whether acting in its individual or fiduciary capacity;
or
____ Category 2. A savings and loan association or other institution as
defined in Section 3(a) (5) (A) of the 1933 Act, whether
acting in its individual or fiduciary capacity; or
____ Category 3. A broker or dealer registered pursuant to Section 15 of
the Securities Exchange Act of 1934; or
____ Category 4. An insurance company as defined in Section 2(13) of the
1933 Act; or
____ Category 5. An investment company registered under the Investment
Company Act of 1940; or
____ Category 6. A business development company as defined in Section
2(a) (48) of the Investment Company Act of 1940; or
____ Category 7. A small business investment company licensed by the U.S.
Small Business Administration under Section 301(c) or
(d) of the Small Business Investment Act of 1958; or
____ Category 8. A plan established and maintained by a state, its
political subdivision or any agency or instrumentality
of a state or its political subdivisions, for the
benefit of its employees, with assets in excess of
US$5,000,000; or
____ Category 9. An employee benefit plan within the meaning of the
Employee Retirement Income Security Act of 1974 in which
the investment decision is made by a plan fiduciary, as
defined in Section 3(21) of such Act, which is either a
bank, savings and loan association, insurance company or
registered investment advisor, or an employee benefit
plan with total assets in excess of US$5,000,000 or, if
a self-directed plan, the investment decisions are made
solely by persons who are accredited investors; or
A-1
____ Category 10. A private business development company as defined in
Section 202(a) (22) or the Investment Advisors Act of
1940; or
____ Category 11. An organization described in Section 501(c)(3) of the
Internal Revenue Code, a corporation, a Massachusetts or
similar business trust, or a partnership, not formed for
the specific purpose of acquiring the Common Shares,
with total assets in excess of US$5,000,000; or
____ Category 12. A director, executive officer or general partner of the
Corporation; or
____ Category 13. A natural person whose individual net worth, or joint
net worth with that person's spouse, at the time of this
purchase exceeds US$1,000,000; or
____ Category 14. A natural person who had an individual income in excess
of US$200,000 in each of the two most recent years or
joint income with that person's spouse in excess of
US$300,000 in each of those years and has a reasonable
expectation of reaching the same income level in the
current year; or
____ Category 15. A trust, with total assets in excess of US$5,000,000,
not formed for the specific purpose of acquiring the
Common Shares, whose purchase is directed by a
sophisticated person as described in SEC Rule
506(b)(2)(ii); or
____ Category 16. An entity in which all of the equity owners are
accredited investors.
2. PURCHASING ENTIRELY FOR OWN ACCOUNT
The Subscriber represents and warrants that he, she or it is purchasing
the Securities solely for Subscriber's own account for investment and not with a
view to or for sale or distribution of the Securities and without any present
intention of selling, offering to sell or otherwise disposing of or distributing
the Securities in any transaction other than a transaction complying with the
registration requirements of the 1933 Act, and applicable state securities or
"blue sky" laws, or pursuant to an exemption therefrom. The Subscriber also
represents that the entire legal and beneficial interest of the Securities is
being purchased for, and will be held for, the Subscriber's account only, and
neither in whole nor in part for any other person or entity.
3. ECONOMIC RISK AND SUITABILITY
The Subscriber represents and warrants as follows:
(a) The Subscriber realizes that the Subscriber's purchase of the
Securities involves a high degree of risk and will be a highly
speculative investment, and that he, she or it is able, without
impairing Subscriber's financial condition, to hold the Securities
for an indefinite period of time.
(b) The Subscriber alone, or with the assistance of professional
advisors, has such knowledge and experience in financial and
business matters, that the Subscriber is capable of evaluating the
merits and risks of Subscriber's purchase of the Securities, or has
a pre-existing personal or business relationship with the
Corporation or any of its officers, directors, or controlling
persons, of a duration and nature that enables the undersigned to be
aware of the character, business acumen and general business and
financial circumstances of the Corporation or such other person.
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(c) If the Subscriber is a partnership, trust, corporation or other
entity, its principal place of business and principal office are
located within the state set forth in its address below.
(d) The Subscriber has relied solely upon the documents and materials
submitted therewith, advice of his or her representatives, if any,
and independent investigations made by the Subscriber and/or his or
her representatives, if any, in making the decision to purchase the
Securities subscribed for herein and acknowledges that no
representations or agreements other than those set forth in the
Disclosure Documents have been made to the Subscriber in respect
thereto.
(e) The Subscriber confirms that the Subscriber has received no general
solicitation or general advertisement and has attended no seminar or
meeting (whose attendees have been invited by any general
solicitation or general advertisement) and has received no
advertisement in any newspaper, magazine, or similar media,
broadcast on television or radio regarding the offering of the
Securities.
4. RESTRICTED SECURITIES
The Subscriber acknowledges that the Corporation has hereby disclosed to
the Subscriber in writing:
(a) The Securities have not been registered under the 1933 Act, or the
securities laws of any state of the United States, and the Common Shares
must be held indefinitely unless a transfer of them is subsequently
registered under the 1933 Act or an exemption from such registration is
available; and
(b) The Corporation will make a notation in its records of the above-described
restrictions on transfer.
IN WITNESS WHEREOF, the Subscriber has executed this Certificate as of
October ___, 2007.
THE SUBSCRIBER
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(Signature and office, if applicable)
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(Print Name)
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(Address)
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(Area Code/Telephone Number)
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