EXHIBIT 10.1
THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT")
RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO
ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").
NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN
REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO
REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE
PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS.
PRIVATE PLACEMENT SUBSCRIPTION
FOR NON U.S. SUBSCRIBERS
INDEPENDENCE ENERGY CORP.
PRIVATE PLACEMENT
INSTRUCTIONS TO SUBSCRIBER:
1. COMPLETE the information on page 2 of this Subscription Agreement.
2. DELIVER a copy of page 2 of this Subscription Agreement to INDEPENDENCE
ENERGY CORP.
INDEPENDENCE ENERGY CORP.
PRIVATE PLACEMENT
The Subscriber hereby irrevocably subscribes for, and on Closing will purchase
from the Company, the following securities at a price of US$__________________
per Share:
___________________ Shares
REGISTRATION INSTRUCTIONS: DELIVERY INSTRUCTIONS:
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Name to appear on certificate Name and account reference, if applicable
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Tax i.d./corporate i.d. # Contact name
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Address Address
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Telephone number
EXECUTED BY THE SUBSCRIBER THIS _______ DAY OF__________________, _____. BY
EXECUTING THIS AGREEMENT, THE SUBSCRIBER CERTIFIES THAT THE SUBSCRIBER AND ANY
BENEFICIAL PURCHASER FOR WHOM THE SUBSCRIBER IS ACTING IS RESIDENT IN THE
JURISDICTION SHOWN AS THE "ADDRESS OF THE SUBSCRIBER". THE ADDRESS OF THE
SUBSCRIBER WILL BE ACCEPTED BY THE COMPANY AS A REPRESENTATIVE AS TO THE ADDRESS
OF RESIDENCY FOR THE SUBSCRIBER.
WITNESS: EXECUTION BY SUBSCRIBER:
X
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Signature of witness Signature of individual (if Subscriber IS
an individual)
X
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Name of witness Authorized signatory (if Subscriber is
NOT an individual)
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Address of witness Name of Subscriber (PLEASE PRINT)
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Name of authorized signatory (PLEASE PRINT)
ACCEPTED this _______ day of ___________, _____.
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INDEPENDENCE ENERGY CORP. Address of Subscriber (residence)
Per:
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Authorized signatory Telephone number and e-mail address
By signing this acceptance, the Company agrees to be bound by all
representations, warranties, covenants and agreements on pages 4-12 hereof.
This Subscription Agreement may be executed in any number of counterparts, each
of which, when so executed and delivered, shall constitute an original and all
of which together shall constitute one instrument. Delivery of an executed copy
of this Subscription Agreement by electronic facsimile transmission or other
means of electronic communication capable of producing a printed copy will be
deemed to be execution and delivery of this Subscription Agreement as of the
date hereinafter set forth.
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THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT")
RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO
ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").
NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN
REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO
REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE
PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS.
PRIVATE PLACEMENT SUBSCRIPTION
(Non U.S. Subscribers Only)
TO: INDEPENDENCE ENERGY CORP. (the "Company")
1. SUBSCRIPTION
1.1 The undersigned (the "Subscriber") hereby irrevocably subscribes for and
agrees to purchase the number of common shares of the Company's common stock
(the "Shares") as set out on page 2 of this Subscription Agreement at a price of
US$________________ per Share (such subscription and agreement to purchase being
the "Subscription"), for the total subscription price as set out on page 2 of
this Subscription Agreement (the "Subscription Proceeds"), which Subscription
Proceeds are tendered herewith, on the basis of the representations and
warranties and subject to the terms and conditions set forth herein.
1.2 The Company hereby agrees to sell, on the basis of the representations and
warranties and subject to the terms and conditions set forth herein, to the
Subscriber the Shares. Subject to the terms hereof, the Subscription Agreement
will be effective upon its acceptance by the Company. This offering is not
subject to any minimum or maximum offering.
1.3 Unless otherwise provided, all dollar amounts referred to in this
Subscription Agreement are in lawful money of the United States of America.
2. PAYMENT
2.1 The Subscription Proceeds must accompany this Subscription Agreement.
2.2 The Subscriber acknowledges and agrees that this Subscription Agreement, the
Subscription Proceeds and any other documents delivered in connection herewith
will be held by the Company's lawyers on behalf of the Company. In the event
that this Subscription Agreement is not accepted by the Company for whatever
reason within 60 days of the delivery of an executed Subscription Agreement by
the Subscriber, this Subscription Agreement, the Subscription Proceeds and any
other documents delivered in connection herewith will be returned to the
Subscriber at the address of the Subscriber as set forth in this Subscription
Agreement without interest or deduction.
2.3 Where the Subscription Proceeds are paid to the Company, the Company may
treat the Subscription Proceeds as a non-interest bearing loan and may use the
Subscription Proceeds prior to this Subscription Agreement being accepted by the
Company.
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2.4 The Subscriber must complete, sign and return to the Company an executed
copy of this Subscription Agreement, including the attached completed
Questionnaire.
2.5 The Subscriber shall complete, sign and return to the Company as soon as
possible, on request by the Company, any documents, questionnaires, notices and
undertakings as may be required by regulatory authorities, and applicable law.
3. CLOSING
3.1 Closing of the purchase and sale of the Shares shall occur such date as may
be determined by the Company in its sole discretion (the "Closing Date"). The
Subscriber acknowledges that Shares may be issued to other subscribers under
this offering (the "Offering") before or after the Closing Date. The Company,
may, at its discretion, elect to close the Offering in one or more closings, in
which event the Company may agree with one or more subscribers (including the
Subscriber hereunder) to complete delivery of the Shares to such subscriber(s)
against payment therefore at any time on or prior to the Closing Date.
4. ACKNOWLEDGEMENTS OF SUBSCRIBER
4.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares have been registered under the Securities Act of 1933,
as amended (the "1933 Act"), or under any state securities or "blue sky"
laws of any state of the United States, and are being offered only in a
transaction not involving any public offering within the meaning of the
1933 Act, and, unless so registered, may not be offered or sold in the
United States or to U.S. Persons (as defined herein), except pursuant to an
effective registration statement under the 1933 Act, or pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the 1933 Act, and in each case only in accordance with
applicable state and provincial securities laws;
(b) the Company will refuse to register any transfer of any of the Shares not
made in accordance with the provisions of Regulation S, pursuant to an
effective registration statement under the 1933 Act or pursuant to an
available exemption from, or in a transaction not subject to, the
registration requirements of the 1933 Act;
(c) the decision to execute this Subscription Agreement and purchase the Shares
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 and such decision is based solely upon a review of information
regarding the Company provided by the Company to the Subscriber (the
"Company Information");
(d) the Subscriber and the Subscriber's advisor(s) have had a reasonable
opportunity to review the Company Information and to ask questions of and
receive answers from the Company regarding the Offering, and to obtain
additional information, to the extent possessed or obtainable without
unreasonable effort or expense, necessary to verify the accuracy of the
information contained in the Company Information, or any other document
provided to the Subscriber;
(e) the books and records of the Company were available upon reasonable notice
for inspection, subject to certain confidentiality restrictions, by the
Subscriber during reasonable business hours at its principal place of
business and that all documents, records and books pertaining to this
Offering have been made available for inspection by the Subscriber, the
Subscriber's attorney and/or advisor(s);
(f) by execution hereof the Subscriber has waived the need for the Company to
communicate its acceptance of the purchase of the Shares pursuant to this
Subscription Agreement;
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(g) the Company is entitled to rely on the representations and warranties and
the statements and answers of the Subscriber contained in this Subscription
Agreement and the Subscriber will hold harmless the Company from any loss
or damage it may suffer as a result of the Subscriber's failure to
correctly complete this Subscription Agreement;
(h) the Subscriber will indemnify and hold harmless the Company and, where
applicable, its respective directors, officers, employees, agents, advisors
and shareholders from and against any and all loss, liability, claim,
damage and expense whatsoever (including, but not limited to, any and all
fees, costs and expenses whatsoever reasonably incurred in investigating,
preparing or defending against any claim, lawsuit, administrative
proceeding or investigation whether commenced or threatened) arising out of
or based upon any acknowledgment, representation or warranty of the
Subscriber contained herein or in any other document furnished by the
Subscriber to the Company in connection herewith, being untrue in any
material respect or any breach or failure by the Subscriber to comply with
any covenant or agreement made by the Subscriber to the Company in
connection therewith;
(i) the issuance and sale of the Shares to the Subscriber will not be completed
if it would be unlawful or if, in the discretion of the Company acting
reasonably, it is not in the best interests of the Company;
(j) the Subscriber has been advised to consult the Subscriber's own legal, tax
and other advisors with respect to the merits and risks of an investment in
the Shares and with respect to the applicable resale restrictions, and it
is solely responsible (and the Company is not in any way responsible) for
compliance with:
(i) any applicable laws of the jurisdiction in which the Subscriber is
resident in connection with the distribution of the Shares hereunder,
and
(ii) applicable resale restrictions;
(k) the Subscriber has not acquired the Shares as a result of, and will not
itself engage in, any "directed selling efforts" (as defined in Regulation
S under the 0000 Xxx) in the United States in respect of any of the Shares
which would include any activities undertaken for the purpose of, or that
could reasonably be expected to have the effect of, conditioning the market
in the United States for the resale of any of the Shares; provided,
however, that the Subscriber may sell or otherwise dispose of any of the
Shares pursuant to registration of any of the Shares pursuant to the 1933
Act and any applicable state securities laws or under an exemption from
such registration requirements and as otherwise provided herein;
(l) the Subscriber is outside the United States when receiving and executing
this Subscription Agreement and is acquiring the Shares as principal for
its own account, for investment purposes only, and not with a view to, or
for, resale, distribution or fractionalization thereof, in whole or in
part, and no other person has a direct or indirect beneficial interest in
such Shares;
(m) none of the Shares may be offered or sold to a U.S. Person or for the
account or benefit of a U.S. Person (other than a distributor) prior to the
end of the expiration of a period of one year after the date of original
issuance of the Shares;
(n) the statutory and regulatory basis for the exemption claimed for the offer
and sale of the Shares, although in technical compliance with Regulation S,
would not be available if the offering is part of a plan or scheme to evade
the registration provisions of the 1933 Act;
(o) none of the Shares are listed on any stock exchange or automated dealer
quotation system and no representation has been made to the Subscriber that
any of the Shares will become listed on any stock exchange or automated
dealer quotation system;
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(p) neither the SEC nor any other securities commission or similar regulatory
authority has reviewed or passed on the merits of any of the Shares;
(q) no documents in connection with this Offering have been reviewed by the SEC
or any state securities administrators;
(r) there is no government or other insurance covering any of the Shares; and
(s) this Subscription Agreement is not enforceable by the Subscriber unless it
has been accepted by the Company, and the Subscriber acknowledges and
agrees that the Company reserves the right to reject any subscription for
any reason.
5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SUBSCRIBER
5.1 The Subscriber hereby represents and warrants to and covenants with the
Company (which representations, warranties and covenants shall survive the
Closing Date) that:
(a) the Subscriber is not a U.S. Person (as defined herein);
(b) the Subscriber is not acquiring the Shares for the account or benefit of,
directly or indirectly, any U.S. Person (as defined herein);
(c) the Subscriber is resident in the jurisdiction set out on page 2 of this
Subscription Agreement;
(d) the Subscriber:
(i) is knowledgeable of, or has been independently advised as to, the
applicable securities laws of the securities regulators having
application in the jurisdiction in which the Subscriber is resident
(the "International Jurisdiction") which would apply to the
acquisition of the Shares,
(ii) is purchasing the Shares pursuant to exemptions from prospectus or
equivalent requirements under applicable securities laws or, if such
is not applicable, the Subscriber is permitted to purchase the Shares
under the applicable securities laws of the securities regulators in
the International Jurisdiction without the need to rely on any
exemptions,
(iii)acknowledges that the applicable securities laws of the authorities
in the International Jurisdiction do not require the Company to make
any filings or seek any approvals of any kind whatsoever from any
securities regulator of any kind whatsoever in the International
Jurisdiction in connection with the issue and sale or resale of any of
the Shares, and
(iv) represents and warrants that the acquisition of the Shares by the
Subscriber does not trigger:
A. any obligation to prepare and file a prospectus or similar
document, or any other report with respect to such purchase in
the International Jurisdiction, or
B. any continuous disclosure reporting obligation of the Company in
the International Jurisdiction, and
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), (iii) and (iv) above to the satisfaction of the
Company, acting reasonably;
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(e) the Subscriber is acquiring the Shares as principal for investment only and
not with a view to, or for, resale, distribution or fractionalization
thereof, in whole or in part, and, in particular, it has no intention to
distribute either directly or indirectly any of the Shares in the United
States or to U.S. Persons (as defined herein);
(f) the Subscriber is outside the United States when receiving and executing
this Subscription Agreement;
(g) the Subscriber understands and agrees not to engage in any hedging
transactions involving any of the Shares unless such transactions are in
compliance with the provisions of the 1933 Act and in each case only in
accordance with applicable state securities laws;
(h) the Subscriber acknowledges that it has not acquired the Shares as a result
of, and will not itself engage in, any "directed selling efforts" (as
defined in Regulation S under the 0000 Xxx) in the United States in respect
of any of the Shares which would include any activities undertaken for the
purpose of, or that could reasonably be expected to have the effect of,
conditioning the market in the United States for the resale of any of the
Shares; provided, however, that the Subscriber may sell or otherwise
dispose of any of the Shares pursuant to registration of any of the Shares
pursuant to the 1933 Act and any applicable state securities laws or under
an exemption from such registration requirements and as otherwise provided
herein;
(i) the Subscriber has the legal capacity and competence to enter into and
execute this Subscription Agreement and to take all actions required
pursuant hereto 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 obtained to authorize execution and performance of
this Subscription Agreement on behalf of the Subscriber;
(j) the entering into of this Subscription Agreement and the transactions
contemplated hereby do not result in the violation of any of the terms and
provisions of any law applicable to, or, if applicable, the constating
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;
(k) the Subscriber has duly executed and delivered this Subscription Agreement
and it constitutes a valid and binding agreement of the Subscriber
enforceable against the Subscriber;
(l) the Subscriber has received and carefully read this Subscription Agreement;
(m) the Subscriber (i) has adequate net worth and means of providing for its
current financial needs and possible personal contingencies, (ii) has no
need for liquidity in this investment, and (iii) is able to bear the
economic risks of an investment in the Shares for an indefinite period of
time, and can afford the complete loss of such investment;
(n) the Subscriber has the requisite knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risks of the
investment in the Shares and the Company, and the Subscriber is providing
evidence of knowledge and experience in these matters through the
information requested herein;
(o) the Subscriber understands and agrees that the Company and others will rely
upon the truth and accuracy of the acknowledgements, representations,
warranties, covenants and agreements contained in this Subscription
Agreement, and agrees that if any of such acknowledgements, representations
and agreements are no longer accurate or have been breached, the Subscriber
shall promptly notify the Company;
(p) the Subscriber is aware that an investment in the Company is speculative
and involves certain risks, including the possible loss of the investment;
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(q) the Subscriber is purchasing the Shares for its own account for investment
purposes only and not for the account of any other person and not for
distribution, assignment or resale to others, and no other person has a
direct or indirect beneficial interest is such Shares, and the Subscriber
has not subdivided his interest in the Shares with any other person;
(r) the Subscriber is not an underwriter of, or dealer in, the shares of the
Company's common stock, nor is the Subscriber participating, pursuant to a
contractual agreement or otherwise, in the distribution of the Shares;
(s) the Subscriber has made an independent examination and investigation of an
investment in the Shares and the Company and has depended on the advice of
its legal and financial advisors and agrees that the Company will not be
responsible in anyway whatsoever for the Subscriber's decision to invest in
the Shares and the Company;
(t) if the Subscriber is acquiring the Shares as a fiduciary or agent for one
or more investor accounts, the Subscriber has sole investment discretion
with respect to each such account, and the Subscriber has full power to
make the foregoing acknowledgements, representations and agreements on
behalf of such account;
(u) the Subscriber is not aware of any advertisement of any of the Shares and
is not acquiring the Shares as a result of any form of general solicitation
or general advertising including advertisements, articles, notices or other
communications published in any newspaper, magazine or similar media or
broadcast over radio or television, or any seminar or meeting whose
attendees have been invited by general solicitation or general advertising;
(v) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Shares,
(ii) that any person will refund the purchase price of any of the Shares,
(iii) as to the future price or value of any of the Shares, or
(iv) that any of the Shares will be listed and posted for trading on any
stock exchange or automated dealer quotation system or that
application has been made to list and post any of the Shares of the
Company on any stock exchange or automated dealer quotation system;
and
(w) the Subscriber acknowledges and agrees that the Company shall not consider
the Subscriber's Subscription for acceptance unless the undersigned
provides to the Company, along with an executed copy of this Subscription
Agreement and such other supporting documentation that the Company or its
legal counsel may request to establish the Subscriber's qualification as a
qualified investor.
5.2 In this Subscription Agreement, the term "U.S. Person" shall have the
meaning ascribed thereto in Regulation S promulgated under the 1933 Act and for
the purpose of the Subscription Agreement includes any person in the United
States.
6. ACKNOWLEDGEMENT AND WAIVER
6.1 The Subscriber has acknowledged that the decision to purchase the Shares was
solely made on the Company Information. The Subscriber hereby waives, to the
fullest extent permitted by law, any rights of withdrawal, rescission or
compensation for damages to which the Subscriber might be entitled in connection
with the distribution of any of the Shares.
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7. REPRESENTATIONS AND WARRANTIES WILL BE RELIED UPON BY THE COMPANY
7.1 The Subscriber acknowledges that the acknowledgements, representations and
warranties contained herein are made by it with the intention that they may be
relied upon by the Company and its legal counsel in determining the Subscriber's
eligibility to purchase the Shares under applicable securities legislation, or
(if applicable) the eligibility of others on whose behalf it is contracting
hereunder to purchase the Shares under applicable securities legislation. The
Subscriber further agrees that by accepting delivery of the certificates
representing the Shares, it will be representing and warranting that the
acknowledgements representations and warranties contained herein are true and
correct as of the date hereof and will continue in full force and effect
notwithstanding any subsequent disposition by the Subscriber of such Shares.
8. RESALE RESTRICTIONS
8.1 The Subscriber acknowledges that any resale of the Shares will be subject to
resale restrictions contained in the securities legislation applicable to the
Subscriber or proposed transferee. The Subscriber acknowledges that none of the
Shares have been registered under the 1933 Act or the securities laws of any
state of the United States. None of the Shares may be offered or sold in the
United States unless registered in accordance with federal securities laws and
all applicable state securities laws or exemptions from such registration
requirements are available.
9. LEGENDING AND REGISTRATION OF SUBJECT SECURITIES
9.1 The Subscriber hereby acknowledges that upon the issuance thereof, and until
such time as the same is no longer required under the applicable securities laws
and regulations, the certificates representing any of the Shares will bear a
legend in substantially the following form:
THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN
OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS
DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").
NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED
UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND,
UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S.
PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S
UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY
IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION,
HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE
CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES"
AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933
ACT.
9.2 The Subscriber hereby acknowledges and agrees to the Company making a
notation on its records or giving instructions to the registrar and transfer
agent of the Company in order to implement the restrictions on transfer set
forth and described in this Subscription Agreement.
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10. COLLECTION OF PERSONAL INFORMATION
10.1 The Subscriber acknowledges and consents to the fact that the Company is
collecting the Subscriber's personal information for the purpose of fulfilling
this Subscription Agreement and completing the Offering. The Subscriber's
personal information (and, if applicable, the personal information of those on
whose behalf the Subscriber is contracting hereunder) may be disclosed by the
Company to (a) stock exchanges or securities regulatory authorities, (b) the
Company's registrar and transfer agent and (c) any of the other parties involved
in the Offering, including legal counsel, and may be included in record books in
connection with the Offering. By executing this Subscription Agreement, the
Subscriber is deemed to be consenting to the foregoing collection, use and
disclosure of the Subscriber's personal information (and, if applicable, the
personal information of those on whose behalf the Subscriber is contracting
hereunder) and to the retention of such personal information for as long as
permitted or required by law or business practice. Notwithstanding that the
Subscriber may be purchasing Shares as agent on behalf of an undisclosed
principal, the Subscriber agrees to provide, on request, particulars as to the
identity of such undisclosed principal as may be required by the Company in
order to comply with the foregoing.
11. COSTS
11.1 The Subscriber acknowledges and agrees that all costs and expenses incurred
by the Subscriber (including any fees and disbursements of any special counsel
retained by the Subscriber) relating to the purchase of the Shares shall be
borne by the Subscriber.
12. GOVERNING LAW
12.1 This Subscription Agreement is governed by the laws of the State of Nevada
and the federal laws of the United States applicable thereto. The Subscriber, in
its personal or corporate capacity and, if applicable, on behalf of each
beneficial purchaser for whom it is acting, irrevocably attorns to the exclusive
jurisdiction of the Courts of the State of Nevada.
13. SURVIVAL
13.1 This Subscription Agreement, including without limitation the
representations, warranties and covenants contained herein, shall survive and
continue in full force and effect and be binding upon the parties hereto
notwithstanding the completion of the purchase of the Shares by the Subscriber
pursuant hereto.
14. ASSIGNMENT
14.1 This Subscription Agreement is not transferable or assignable.
15. SEVERABILITY
15.1 The invalidity or unenforceability of any particular provision of this
Subscription Agreement shall not affect or limit the validity or enforceability
of the remaining provisions of this Subscription Agreement.
16. ENTIRE AGREEMENT
16.1 Except as expressly provided in this Subscription Agreement and in the
agreements, instruments and other documents contemplated or provided for herein,
this Subscription Agreement contains the entire agreement between the parties
with respect to the sale of the Shares and there are no other terms, conditions,
representations or warranties, whether expressed, implied, oral or written, by
statute or common law, by the Company or by anyone else.
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17. NOTICES
17.1 All notices and other communications hereunder shall be in writing and
shall be deemed to have been duly given if mailed or transmitted by any standard
form of telecommunication. Notices to the Subscriber shall be directed to the
address on page 2 and notices to the Company shall be directed to it at the
first page of this Subscription Agreement.
18. COUNTERPARTS AND ELECTRONIC MEANS
18.1 This Subscription Agreement may be executed in any number of counterparts,
each of which, when so executed and delivered, shall constitute an original and
all of which together shall constitute one instrument. Delivery of an executed
copy of this Subscription Agreement by electronic facsimile transmission or
other means of electronic communication capable of producing a printed copy will
be deemed to be execution and delivery of this Subscription Agreement as of the
date hereinafter set forth.
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