SUBSCRIPTION AGREEMENT
Dear
Subscriber:
The
following Subscription Agreement (the "Agreement") and the Convertible
Promissory Note (the “Note”) (attached hereto as Exhibit
A) are
being distributed to you, predicated on your understanding of a transaction
being contemplated by and among Low Carb Centre, Inc., Low Carb Bakery, Inc.,
and XxXxxx and Associates, Inc., all British Columbia corporations (collectively
hereinafter referred to as “LCC” or the “Company”) and Global Golf Holdings,
Inc., a Delaware corporation (“GGLF”). (GGLF and the LCC are hereinafter
referred to as the “Parties”). LCC and GGLF have executed a letter of intent
setting forth the terms and conditions of the proposed transaction (the
“Proposed
Transaction”),
whereby
GGLF
shall purchase and acquire all of
the assets, stock, investments or similar positive interests of value currently
held by LCC. Additionally, GGLF shall assume each outstanding Note (collectively
the “Notes”) issued under the terms and conditions of this Agreement.
LCC are
private British Columbia corporations. The XxXxxx family, specifically Xxxxx and
Xxxxx-Xxxx XxXxxx, own controlling interests in LCC. As a private corporation,
there is very little information available regarding LCC. This fact alone makes
an investment in a Note extremely risky.
Although pertinent disclosures related to LCC are contained in the LCC Business
Plan (attached hereto as Exhibit
A),
prior to
executing and delivering a subscription for a Note, it is extremely important
that you discuss with the McNabbs and their legal counsel, Xxxxxxx Xxxxxx at the
law firm of Xxxx Xxxx (telephone number 000-000-0000), any questions related to
the LCC business. Please secure, in writing, evidence of any pertinent
representations made to you regarding the LCC business.
Under the
terms of this Agreement, you, together with other subscribers (each a
"Subscriber" and collectively “Subscribers”) hereby agree to purchase, and LCC
hereby agrees to issue and to sell to the Subscriber a Note for the purchase
price (“Purchase Price”) as set forth in the Note. Pursuant to the terms of the
attached Escrow Agreement (see Exhibit
C) upon
the execution of the Asset
Purchase Agreement by and between LLC and GGLF (attached
hereto as Exhibit
D and
hereinafter referred to as "APA"), the Escrow Agent shall tender any monies
resultant from the purchase of a Note to LCC. As of the date of this Agreement,
LCC and GGLF have not executed the Asset Purchase Agreement; however, any
Subscriber should be advised that the APA may be executed within a matter of
days. As such,
upon delivery of the funds required to purchase a Note, should the APA be
executed, the Escrow Agent shall deliver the Purchase Price to LCC and the
Note
shall have been considered purchased. Accordingly, upon acceptance of this
Agreement by the Subscriber, should the APA be executed, LCC shall issue and
deliver the Note against payment of the Purchase Price to the
Subscriber.
Beginning
on the date of execution of the APA, the Parties hereto shall have ninety (90)
calendar days to “Close” (as defined in Section 2 below) the Proposed
Transaction in accord with the terms and conditions as set forth in the APA. As
consideration for your purchase of the Note, should the Proposed Transaction
Close, the Purchase Price shall be converted into post transaction shares of
GGLF $.001 par
value common stock ("Post
Transaction Shares") in accordance with the terms of the Note.
If the
Proposed Transaction does not Close, and LCC does not remit the Purchase Price
of the respective Note, along with any interest then due and payable (thereby
fulfilling LCC’s financial obligations to the Noteholder), each Note along with
any interest related thereto, shall convert into common shares of LCC (“Failed
Transaction Shares”). Upon conversion of all of the Notes, the Failed
Transaction Shares shall equate to a number of LCC common shares equal to ninety
percent (90%) of the then issued and outstanding common shares of LCC. The
Failed Transaction Shares shall be
distributed to each Subscriber on a pro rata basis in accordance with the terms
and conditions of the Note and based on the respective Subscribers’ pro-rata
interest in the gross dollar amount of the Notes, including related interest
(see Section 3 of the Note). (The Notes, Post Transaction Shares and Failed
Transaction Shares are collectively referred to herein as, the "Securities").
GGLF is a
fully reporting public company with its shares traded on the Over-the-Counter
Bulletin Board (“OTCBB”) under the ticker symbol "GGLF". Should
the Proposed Transaction Close, the business of LCC will constitute the then
existing business operations of GGLF (“Post Transaction Company”). As such, the
GGLF name will change to reflect the new direction and business model of the
Post Transaction Company.
Any
Subscriber hereto is strongly advised and encouraged to carefully read the
header paragraph on the Note regarding restrictions related to the purchase of a
Note.
Dated:
September 7, 2004 Sincerely,
Xxxxx-Xxxx
XxXxxx,
President
and Founder of Low Carb Centre, Inc., Low Carb Bakery, Inc., and XxXxxx and
Associates, Inc.
Read and
approved,
Ford
Sinclair
CEO and
Chairman
Global
Golf Holdings, Inc.
This
Agreement Made Effective as of the _____ day of _________, 2004 (the "Effective
Date") by and between Low Carb Centre, Inc., Low Carb Bakery, Inc., and XxXxxx
and Associates, Inc., all British Columbia corporations, incorporated under the
laws of British Columbia (collectively hereinafter referred to as the “Company”)
having a registered office at 0000 Xxxxxxx Xxxxx, Xxxxxxxxx, X.X., X0X 0X0 and
the party named and signing as subscriber on Schedule "A" (the
"Subscriber").
RECITALS
WHEREAS,
each Subscriber hereto, together with other Subscribers, hereby agree to
purchase, and the Company hereby agrees to issue and to sell to the Subscriber a
Note convertible in accordance with the terms thereof. Upon acceptance of this
Agreement by the Subscriber, the Company shall issue and deliver the Note
against receipt of the Purchase Price.
WHEREAS,
it is the intention of the parties to this Agreement that this subscription will
be made pursuant to appropriate exemptions from the registration and prospectus
or the equivalent requirements of all rules, policies, notices, orders and
legislation of any kind whatsoever of all jurisdictions applicable to this
subscription.
NOW
THEREFORE, THIS AGREEMENT WITNESSES that in
consideration of the mutual covenants and agreements herein contained, the
receipt of which is hereby acknowledged, the parties covenant and agree with
each other as follows:
1.
Representations
and Warranties of the Subscriber. The
Subscriber represents and warrants to the Company, and acknowledges that the
Company is relying on these representations and warranties to, among other
things, ensure that it is complying with all of the applicable Securities Rules,
that:
(a)
the
Subscriber is purchasing the Securities as principal for its own account and not
for the benefit of any other person;
(b)
the
Subscriber is:
(i)
a
director, officer, employee or "control person" (as that term is defined in the
Securities
Act (British
Columbia) and set out in Schedule "B" to this Agreement) of the Company;
OR
(ii)
a spouse,
parent, grandparent, brother, sister or child of a director, "senior officer"
(as that term is defined in the Securities
Act (British
Columbia) and set out in Schedule "B" to this Agreement) or control person of
the Company; OR
(iii)
a close
personal friend of a director, senior officer or control person of the Company;
OR
(iv)
a close
business associate of a director, senior officer or control person of the
Company; OR
(v)
a current
holder of "designated securities" of the Company (as that term is defined in
Multilateral Instrument 00-000 Xxxxxxx Raising Exemptions ("MI 45-103") and set
out in Schedule "B" to this Agreement); OR
(vi) an
"accredited investor" (as that term is defined in Schedule "B" to this
Agreement); OR
(vii)
a person
or company that is wholly-owned by any combination of persons or companies
described in subparagraphs (i) to (vi) above; OR
(viii)
a person
or company that, from the Company's perspective, is not the public;
(c)
the
Subscriber’s decision to execute this Subscription and purchase the Securities
agreed to be purchased hereunder has not been based upon any oral or written
representation as to fact or otherwise made by or on behalf of the Company;
(d)
the
Subscriber (or others for whom it is contracting hereunder) has been advised to
consult its own legal advisors with respect to the merits and risks of an
investment in the Securities and with respect to applicable resale restrictions
and it (or others for whom it is contracting hereunder) is solely responsible
(and the Company is not in any way responsible) for compliance with applicable
resale restrictions;
(e)
this
Subscription is not enforceable by the Subscriber unless it has been accepted by
the Company and the Subscriber waives any requirement on the Company's behalf to
communicate its acceptance for this Subscription to the Subscriber;
(f)
the
Securities are speculative investments which involve a substantial degree of
risk;
(g)
the
Subscriber has had access to and has received all such information concerning
the Company that the Subscriber has considered necessary in connection with the
Subscriber's investment decision;
(h)
the
subscription proceeds will be immediately available to the Company;
(i)
no
agency, governmental authority, regulatory body, stock exchange or other entity
has made any finding or determination as to the merit for investment of, nor
have any such agencies or governmental authorities made any recommendation or
endorsement with respect to, the Securities;
(j)
the
Company will rely on the representations and warranties made herein or otherwise
provided by the Subscriber to the Company in completing the sale and issue of
the Securities to the Subscriber; and
(k)
no person
has made to the Subscriber any written or oral representations:
(i)
that any
person will resell or repurchase the Securities;
(ii)
that any
person will refund the purchase price for the Securities;
(iii)
as to the
future price or value of the Securities; or
(iv)
that the
Securities will be listed and posted for trading or any stock exchange or that
application has been made to list the preference shares of the Company on any
stock exchange;
(l)
if the
Subscriber is resident of an "International Jurisdiction” then:
(i)
the
Subscriber is knowledgeable of, or has been independently advised as to, the
applicable Securities Rules of the International Jurisdiction which would apply
to this subscription, if there are any,
(ii)
the
Subscriber is purchasing the Securities pursuant to Exemptions under the
Securities Rules of that International Jurisdiction or, if such is not
applicable, the Subscriber is permitted to purchase the Securities under the
applicable Securities Rules of the International Jurisdiction without the need
to rely on Exemptions, and
(iii)
the
applicable Securities Rules do not require the Company to make any filings or
seek any approvals of any kind whatsoever from any regulatory authority of any
kind whatsoever in the International Jurisdiction, and
(iv)
the
Subscriber will, if requested by the Company, deliver to the Company a
certificate or opinion of local counsel from the International Jurisdiction
which will confirm the matters referred to in subparagraphs (ii) and (iii) above
to the satisfaction of the Company, acting reasonably;
(m) the
Subscriber acknowledges that because this subscription is being made pursuant to
the Exemptions:
(i)
the
Subscriber is restricted from using certain of the civil remedies available
under the applicable Securities Rules,
(ii)
the
Subscriber may not receive information that might otherwise be required to
be
provided to the Subscriber under the applicable Securities Rules if the
Exemptions were not being used, and
(iii)
the
Company is relieved from certain obligations that would otherwise apply under
the applicable Securities Rules if the Exemptions were not being used;
and
(n)
if the
Subscriber is a corporation, the Subscriber is a valid and subsisting
corporation, has the necessary corporate capacity and authority to execute and
deliver this Agreement and to observe and perform its covenants and obligations
hereunder and has taken all necessary corporate action in respect thereof, or,
if the Subscriber is a partnership, syndicate, trust or other form of
unincorporated organization, the Subscriber has the necessary legal capacity and
authority to execute and deliver this Agreement and to observe and perform its
covenants and obligations hereunder and has obtained all necessary approvals in
respect thereof, and, in either case, upon the Company executing and delivering
this Agreement, this Agreement will constitute a legal, valid and binding
contract of the Subscriber enforceable against the Subscriber in accordance with
its terms and neither the agreement resulting from such acceptance nor the
completion of the transactions contemplated hereby conflicts with, or will
conflict with, or results, or will result, in a breach or violation of any law
applicable to the Subscriber, any constating documents of the Subscriber or any
agreement to which the Subscriber is a party or by which the Subscriber is
bound.
1.1
The
Company represents and warrants to the Subscriber, and acknowledges that the
Subscriber is relying on these representations and warranties in entering into
this Agreement, that:
(a)
the
Company is a valid and subsisting corporation duly incorporated and in good
standing under the laws of the jurisdiction in which it was incorporated,
continued or amalgamated;
(b) the
Company has good and sufficient right and authority to enter into this Agreement
and complete its transactions contemplated under this Agreement on the terms and
conditions set forth herein; and,
(c) to the
best of its knowledge, the execution and delivery of this Agreement, the
performance of its obligations under this Agreement and the completion of its
transactions contemplated under this Agreement will not conflict with, or result
in the breach of or the acceleration of any indebtedness under, or constitute
default under, the constating documents of the Company or any indenture,
mortgage, agreement, lease, license or other instrument or any kind whatsoever
to which the Company is a party or by which it is bound, or any judgment or
order of any kind whatsoever or any Court or administrative body of any kind
whatsoever by which it is bound.
2.
Closing
2.1
As used
herein, the terms “Close,” “Closed,” “Closing” and “Closes” shall refer to the
Parties’ compliance with each and every one of the terms and conditions of the
Proposed Transaction as set forth in the APA within 90 days from the date of
execution of the Asset Purchase Agreement. Upon Closing the Proposed
Transaction, the Purchase Price shall be converted into Post Transaction Shares
under the terms of the Note and this Agreement.
2.2
If the
Proposed Transaction does not Close within the prescribed 90 day period, the
transaction itself will have failed and the Notes shall be converted into Failed
Transaction Shares under the terms of the Note and this Agreement.
3.
The
Subscription
3.1 The
Subscriber will deliver the Purchase Price for the Securities subscribed for to
the Company in the form of cash, solicitor's trust cheque, certified cheque,
bank draft, money order or wire transfer payable to "Low Carb Centre, Inc".
3.2
Under the
terms of this Agreement, the Subscriber hereby agrees to purchase, and the
Company hereby agrees to issue and to sell to the Subscriber, a Note that shall
convert as follows:
(a)
Should
the Company and GGLF Close the Proposed Transaction each Note
shall be converted, in accordance with the terms Section
2 of the
Note into Post Transaction Shares of GGLF's $.001 par value common stock.
Pursuant to the terms of the attached Escrow Agreement, upon the execution of
the APA, the
Escrow Agent shall tender any Purchase Price monies resulting from the purchase
of a Note to LCC.
(b) Unless
LCC elects to remit the Purchase Price of the respective Note(s), along with any
interest then due an payable, thereby fulfilling LCC’s financial obligations to
the Noteholder (as set forth below), and Proposed Transaction fails to Close,
the Failed Transaction Shares shall equal ninety percent (90%) of the then
issued and outstanding common shares of LCC. The Failed Transaction Shares shall
be distributed to each Subscriber on a pro rata basis in accordance with the
terms and conditions of the Note and this Agreement based on a Noteholder’s
percentage of ownership of the total gross amount of Notes issued.
3.3 The
Company may, for any reason, at any time before the Closing of this Agreement
retain the right:
(a)
to
terminate the offering of the Securities hereunder, and, upon termination,
return the Purchase Price to the Subscribes, and,
(b)
to elect
to remit the Purchase Price of the respective Notes, along with any interest due
and payable to each Noteholder, should the Proposed Transaction fail to Close,
thereby fulfilling LCC’s financial obligations to the Noteholder.
4.
Covenants,
Agreements and Acknowledgments
4.1
Concurrent
with the execution of this Agreement, the Subscriber will fully complete
Schedule
"A" to this
Agreement and acknowledges that the Company is relying on the Exemptions in
order to complete the trade and distribution of the Securities and the
Subscriber is aware of the criteria of the Exemptions to be met by the
Subscriber including the representations contained in Schedule
"A".
4.2 The
Subscriber acknowledges and agrees that the Securities will be subject to such
trade restrictions as may be imposed by operation of applicable Securities Rules
and that the Company may be required to legend the certificates representing
such Securities with those restrictions. This will prevent the Subscriber from
reselling these Securities except in very limited circumstances. In this regard,
the Subscriber acknowledges that such trade restrictions provide that the
Subscriber must hold and not sell, transfer or in any manner dispose
(collectively, the "Disposition") of the Securities before the earlier of the
date that is 12 months and a day after the Company:
(a)
becomes a
reporting issuer in the Canadian province in which the Subscriber is resident;
or
(b)
first
becomes a reporting issuer in British Columbia, Alberta, Manitoba, Nova Scotia,
Ontario, Quebec or Saskatchewan and a SEDAR filer,
unless
the Disposition is made in accordance with all applicable Securities Rules. The
Subscriber further acknowledges and agrees that it is the Subscriber's
obligation to comply with the trade restrictions in all of the applicable
jurisdictions and the Company offers no advice as to those trade restrictions
except as provided for herein. The Subscriber further acknowledges that it may
never be able to resell these Securities.
The
Subscriber acknowledges that no securities commission has evaluated or endorsed
the merits of these Securities and that the person selling these Securities has
no duty to tell the Subscriber whether these Securities are a suitable
investment. The Subscriber further acknowledges that it is investing in the
Company entirely at its own risk and it may lose the entire Purchase
Price.
5.
General
5.1
For the
purposes of this Agreement, time is of the essence.
5.2 The
parties hereto shall execute and deliver all such further documents and
instruments and do all such acts and things as may, either before or after the
execution of this Agreement, are reasonably required to carry out the full
intent and meaning of this Agreement.
5.3
The
Subscriber hereby authorizes the Company to correct any minor errors in, or
complete any minor information missing from, any document which has been
executed by the Subscriber and delivered to the Company with respect to this
subscription.
5.4
This
Agreement shall be subject to, governed by and construed in accordance with the
laws of British Columbia.
5.5 This
Agreement may not be assigned by either party hereto.
5.6
This
Agreement may be signed by the parties in counterpart and by fax.
IN
WITNESS WHEREOF the parties have executed this written Agreement effective as of
the Effective Date.
|
Per: Authorized
Signatory |
SIGNED,
SEALED AND DELIVERED BY:
_______________________________________
Name of
the Subscriber
Per: _________________________
Signature
of Subscriber
_________________________
Title (if
applicable)
Subscription
Procedure
Each
prospective Subscriber will be required to complete, execute and return to the
Company the following documents included with this Subscription
Agreement.
| 1. |
SUBSCRIPTION
AGREEMENT: Please complete all the open lines date and
sign. |
| 2. |
PURCHASER
QUESTIONNAIRE: Please complete, date and sign the Purchaser Questionnaire
attached to the Subscription Agreement. |
| 3. |
PAYMENT:
Return payment to the Company and copy of Subscription Agreement to the
Placement Agent. |
Please
indicate which form and amount of payment.
|
__CHECK
___________________AMOUNT
Well
Fargo Bank
0000
Xxxxxxxxxx Xxxxxx
Xxxxxxx
Xxxxxxxxx, XX 00000
Telephone:
000-000-0000
Account
Number: 201-817-485-4
Account
Name: THE XXXX LAW FIRM
|
__WIRE
___________________AMOUNT
Well
Fargo Bank
0000
Xxxxxxxxxx Xxxxxx
Xxxxxxx
Xxxxxxxxx, XX 00000
Telephone:
000-000-0000
Routing
Number: 000-000-000
Account
Number: 201-817-485-4
Account
Name: THE XXXX LAW FIRM |
4.
DOCUMENT
DELIVERY: please complete and mail the original form with copy of payment to:
The Xxxx
Law Firm
000
Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx,
XX 00000
LIST
OF SCHEDULES AND EXHIBITS
Schedule
“A” Stock
Questionnaire
Schedule
“B” Definitions
Exhibit
A Convertible
Promissory Note
Exhibit
B Low Carb
Centre Business Plan
Exhibit
C Escrow
Agreement
Exhibit
D Asset
Purchase Agreement
SCHEDULE
"A"
TO BE
COMPLETED BY THE SUBSCRIBER:
A. Purchase
Price. $______________________________
B. Name and
Address: The name and address (to establish the Subscriber's jurisdiction of
residence for the purpose of determining the applicable Securities Rules) of the
Subscriber is as follows:
________________________________________
Name
________________________________________
Xxxxxx
Xxxxxxx
________________________________________
________________________________________
City,
Province, Country, Postal Code
Email: ________________
Phone: ________________
Fax: ___________________
C. Registration
Instructions: The name and address of the person in whose name the Subscriber's
securities are to be registered is as follows (if the name and address is the
same as was inserted in paragraph B above, then insert "see B
above"):
________________________________________
Name
________________________________________
Xxxxxx
Xxxxxxx
________________________________________
________________________________________
City,
Province, Country, Postal Code
D. Delivery
Instructions: The name and address of the person to whom the certificates
representing the Subscriber's securities referred to in paragraph B above are to
be delivered is as follows (if the name and address is the same as was inserted
in paragraph B or C above, then insert "see B above" or "see C above", as the
case may be):
________________________________________
Name
________________________________________
Xxxxxx
Xxxxxxx
________________________________________
________________________________________
City,
Province, Country, Postal Code
E. Exemption
Relied Upon. The Subscriber represents to the Company that the Subscriber is
(tick one or more of the following boxes and fill in the relevant
blank(s)):
|
£ | |
|
£ | |
|
£ | |
|
£ | |
|
£ | |
|
£ | |
|
£ | |
|
£ | |
|
*See
the definitions in Schedule "B" to this Agreement. |
|
(1) |
If
you are a close personal friend or close business associate of a director,
senior officer or control person of the Company, please indicate how long
you have known the individual and describe the nature of your
relationship, including how you are in a position to assess the
capabilities and trustworthiness of the
individual. |
|
(2) |
If
you are an accredited investor, please describe how you qualify based on
the definition in Schedule "B" to this
Agreement. |
Paragraph
Description
of Qualifications
TO BE
COMPLETED AND SIGNED BY THE SUBSCRIBER:
SIGNED,
SEALED AND DELIVERED BY:
__________________________________________
Name of
the "Subscriber" - use the name inserted in
paragraph
B above.
Per:
Signature
of Subscriber
Title (if
applicable)
SCHEDULE
"B"
Definitions
"accredited
investor" means
| (a) |
a
Canadian financial institution (as defined in National Instrument 14-101
Definitions), or an authorized foreign bank listed in Schedule III of the
Bank
Act (Canada), |
| (b) |
the
Business Development Bank of Canada incorporated under the Business
Development Bank of Canada Act (Canada), |
| (c) |
an
association under the Cooperative
Credit Associations Act (Canada)
located in Canada, |
| (d) |
a
subsidiary of any person or company referred to in paragraphs (a) to (c),
if the person or company owns all of the voting securities of the
subsidiary, except the voting securities required by law to be owned by
directors of that subsidiary, |
| (e) |
a
person or company registered under the securities legislation, or under
the securities legislation of another jurisdiction of Canada, as an
adviser or dealer, other than a limited market dealer registered under the
Securities
Act (Ontario), |
| (f) |
an
individual registered or formerly registered under the securities
legislation, or under the securities legislation of another jurisdiction
of Canada, as a representative of a person or company referred to in
paragraph (e), |
| (g) |
the
government of Canada or a province, or any crown corporation or agency of
the government of Canada or a province, |
| (h) |
a
municipality, public board or commission in
Canada, |
| (i) |
any
national, federal, state, provincial, territorial or municipal government
of or in any foreign jurisdiction, or any agency of that
government, |
| (j) |
a
pension fund that is regulated by either the Office of the Superintendent
of Financial Institutions (Canada) or a provincial pension commission or
similar regulatory authority, |
| (k) |
a
registered charity under the Income
Tax Act (Canada), |
| (l) |
an
individual who, either alone or jointly with a spouse, beneficially owns,
directly or indirectly, financial assets having an aggregate realizable
value that before taxes, but net of any related liabilities, exceeds
Cdn.$1,000,000, |
| (m) |
an
individual whose net income before taxes exceeded Cdn.$200,000 in each of
the two most recent years or whose net income before taxes combined with
that of a spouse exceeded Cdn.$300,000 in each of the two most recent
years and who, in either case, reasonably expects to exceed that net
income level in the current year, |
| (n) |
a
company, limited partnership, limited liability partnership, trust or
estate, other than a mutual fund or non-redeemable investment fund, that
had net assets of at least Cdn.$5,000,000 as shown on its most recently
prepared financial statements, |
| (o) |
a
mutual fund or non-redeemable investment fund that, in the local
jurisdiction, distributes its securities only to persons or companies that
are accredited investors, |
| (p) |
a
mutual fund or non-redeemable investment fund that, in the local
jurisdiction, distributes its securities under a prospectus for which the
regulator has issued a receipt, |
| (q) |
an
entity organized in a foreign jurisdiction that is analogous to any of the
entities referred to in paragraphs (a) through (e) and paragraph (j) in
form and function, or |
| (r) |
a
person or company in respect of which all of the owners of interests,
direct or indirect, legal or beneficial, are persons or companies that are
accredited investors. |
"close
business associate" and "close personal friend" means an individual who has had
sufficient prior business dealings with the director, senior officer or control
person to be in a position to assess the capabilities and trustworthiness of the
director, senior officer or control person. A casual business associate or a
person introduced or solicited for the purpose of purchasing securities is not a
close business associate. An individual is not a close personal friend solely
because the individual is a member of the same organization, association or
religious group. An individual is not a close business associate or close
personal friend solely because the individual is a client or former client. For
example, an individual is not a close business associate or close personal
friend of a registrant or former registrant solely because the individual is a
client or former client of that registrant or former registrant. The
relationship between the Subscriber and the director, senior officer or control
person must be direct. For example, the exemption is not available for a close
business associate of a close business associate of a director, senior officer
or control person or a close personal friend of a close personal friend of a
director, senior officer or control person.
"control
person" means any person or company that holds or is one of a combination of
persons or companies that holds
| (a) |
a
sufficient number of any of the securities of an issuer so as to affect
materially the control of that issuer, or |
| (b) |
more
than 20% of the outstanding voting securities of an issuer except where
there is evidence showing that the holding of those securities does not
affect materially the control of that issuer. |
"designated
securities" means
(a) voting
securities,
|
(b) |
securities
that are not debt securities and that carry a residual right to
participate in the earnings of the Company or, on the liquidation or
winding up of the Company, in its assets,
or |
(c) securities
convertible, directly or indirectly, into securities described in paragraph (a)
or (b).
"financial
assets" means cash and securities.
"related
liabilities" means
| (a) |
liabilities
incurred or assumed for the purpose of financing the acquisition or
ownership of financial assets, or |
| (b) |
| (c) |
liabilities
that are secured by financial assets. |
"senior
officer" means
| (a) |
the
chair or vice chair of the board of directors, the president, vice
president, secretary, comptroller, treasurer or general manager of a
company or any other individual who performs functions for an issuer
similar to those normally performed by an individual occupying that
office; and |
| (b) |
each
of the 5 highest paid employees of an issuer, including any individual
referred to in paragraph (a) above. |
