Contract
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
AND PROVINCIAL LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES
MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933
ACT.
SUBSCRIPTION
AGREEMENT
THIS
SUBSCRIPTION AGREEMENT (the "Agreement") made as of May __, 2007.
BETWEEN: |
AND: |
XXXXX
XXXXX (the
"Subscriber")
____________________________
West
Vancouver, BC
|
WHEREAS:
The
Subscriber wishes to purchase 2,000,000 shares of common stock in the Company
for a purchase price of $50,000;
Yaletown
has agreed to sell certain shares of common stock to the Subscriber;
and
NOW
THEREFORE THIS AGREEMENT witnesses that, for good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
1. Interpretation
1.1 In
this
Agreement, words importing the singular number only shall include the plural
and
vice versa, words importing gender shall include all genders and words importing
persons shall include individuals, corporations, partnerships, associations,
trusts, unincorporated organizations, governmental bodies and other legal or
business entities of any kind whatsoever.
1.2 Any
reference to currency is to the currency of the United States of America unless
otherwise indicated.
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2. Documents
Required from Subscriber
2.1 The
Subscriber must complete, sign and return to the Company:
(a) |
an
executed copy of this Agreement, and
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(b) |
an
Accredited Investor Questionnaire in the form attached hereto as Exhibit
1
(the “Questionnaire”).
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2.2 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, the National
Association of Securities Dealers Over-the-Counter Bulletin Board (the “OTC
Bulletin Board”) and applicable law.
3. Closing
3.1 Closing
of the offering of the Shares (the "Closing") shall occur on or before July
31,
2006, or on such other date as may be determined by the Company (the "Closing
Date"), payment shall be as follows:
(a) |
$3,000
upon signing of this subscription;
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(b) |
$7,000
on or before June 5, 2007;
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(c) |
$15,000
on or before June 30, 2007;
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(d) |
$12,500
on or before July 15, 2007; and
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(e) |
$12,500
on or before July 31, 2007.
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4. Acknowledgements
of Subscriber
4.1 The
Subscriber acknowledges and agrees that:
(a) |
none
of the Shares have been or will be registered under the 1933 Act, or
under
any state securities or "blue sky" laws of any state of the United
States,
and, unless so registered, may not be offered or sold in the United
States
or, directly or indirectly, to U.S. Persons, as that term is defined
in
Regulation S under the 1933 Act ("Regulation S"), except in accordance
with the provisions of Regulation S, 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;
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(b) |
the
Company has not undertaken, and will have no obligation, to register
any
of the Shares under the 1933 Act or any other securities
legislation;
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(c) |
he
has received and carefully read this
Agreement;
|
(d) |
the
decision to execute this 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 entirely upon a review of any public
information which has been filed by the Company with the Securities
and
Exchange Commission ("SEC") in compliance, or intended compliance,
with
applicable securities legislation;
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(e) |
he
and his advisor(s) have had a reasonable opportunity to ask questions
of
and receive answers from the Company in connection with the sale of
the
Shares hereunder, and to obtain additional information, to the extent
possessed or obtainable by the Company without unreasonable effort
or
expense;
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2
(f) |
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 in connection with
the
sale of the Shares hereunder have been made available for inspection
by
him and his attorney and/or advisor(s);
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(g) |
the
Company is entitled to rely on the representations and warranties of
the
Subscriber contained in this Agreement and the Subscriber will hold
harmless the Company from any loss or damage it or they may suffer
as a
result of the Subscriber's failure to correctly complete this
Agreement;
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(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 representation or warranty
of
the Subscriber contained herein or in any 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;
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(i) |
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 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
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(ii) |
applicable
resale restrictions;
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(j) |
in
addition to resale restrictions imposed under U.S. securities laws,
there
are additional restrictions on the Subscriber's ability to resell the
Shares under the Securities Act (British Columbia) and Multilateral
Instrument 45-102 adopted by the British Columbia Securities
Commission;
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(k) |
the
Company has advised the Subscriber that the Company is relying on an
exemption from the requirements to provide the Subscriber with a
prospectus to sell the Shares and, as a consequence of acquiring the
Shares pursuant to such exemption certain protections, rights and remedies
provided by the applicable securities legislation of British Columbia
including statutory rights of rescission or damages, will not be available
to the Subscriber;
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(l) |
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, except that currently certain market
makers make market in the common shares of the Company on the OTC Bulletin
Board;
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(m) |
the
Subscriber is outside the United States when receiving and executing
this
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;
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(n) |
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 Distribution Compliance Period (as defined
herein);
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(o) |
neither
the SEC nor any other securities commission or similar regulatory
authority has reviewed or passed on the merits of the
Shares;
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(p) |
no
documents in connection with the sale of the Shares hereunder have
been
reviewed by the SEC or any state securities administrators;
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(q) |
there
is no government or other insurance covering any of the
Shares;
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(r) |
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;
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(s) |
the
Subscriber is purchasing the Shares pursuant to an exemption from the
registration and the prospectus requirements of applicable securities
legislation on the basis that the Subscriber is an accredited investor
of
the Company and, as a consequence:
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(i) |
is
restricted from using most of the civil remedies available under
securities legislation,
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(ii) |
may
not receive information that would otherwise be required to be provided
under securities legislation, and
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(iii) |
the
Company is relieved from certain obligations that would otherwise apply
under securities legislation;
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(t) |
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;
and
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(u) |
this
Agreement is not enforceable by the Subscriber unless it has been accepted
by the Company.
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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)
that:
(a) |
the
Subscriber is not a U.S. Person;
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(b) |
by
completing the Questionnaire, the Subscriber is representing and
warranting that the Subscriber is an “Accredited Investor”, as that term
is defined in National Instrument 45-106 adopted by the British Columbia
Securities Commission;
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(c) |
the
Subscriber is not acquiring the Shares for the account or benefit of,
directly or indirectly, any U.S. Person;
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(d) |
the
Subscriber is resident in the jurisdiction set out under the heading
"Name
and Address of Subscriber" on the signature page of this Agreement
and the
sale of the Shares to the Subscriber as contemplated in this Agreement
complies with or is exempt from the applicable securities legislation
of
the jurisdiction of residence of the
Subscriber;
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(e) |
the
Subscriber is purchasing the Shares as principal for investment purposes
only and not with a view to resale or distribution and, in particular,
the
Subscriber has no intention to distribute, either directly or indirectly,
any of the Shares in the United States or to U.S. Persons;
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(f) |
the
Subscriber is outside the United States when receiving and executing
this
Agreement;
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(g) |
the
Subscriber is aware that an investment in the Company is speculative
and
involves certain risks, including the possible loss of the entire
investment;
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(h) |
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 any way whatsoever for the Subscriber's decision to
invest
in the Shares and the Company;
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(i) |
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, (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 and (iv) has such
knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of its investment in the
Shares
and the Company;
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(j) |
the
Subscriber understands and agrees that the Company and others will
rely
upon the truth and accuracy of the acknowledgements, representations
and
agreements contained in this 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;
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(k) |
the
Subscriber has the legal capacity and competence to enter into and
execute
this Agreement and to take all actions required pursuant
hereto;
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(l) |
the
Subscriber has duly executed and delivered this Agreement and it
constitutes a valid and binding agreement of the Subscriber enforceable
against the Subscriber in accordance with its
terms;
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(m) |
the
Subscriber is not an underwriter of, or dealer in, the common shares
of
the Company, nor is the Subscriber participating, pursuant to a
contractual agreement or otherwise, in the distribution of the
Shares;
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(n) |
the
Subscriber understands and agrees that none of the Shares have been
registered under the 1933 Act, or under any state securities or "blue
sky"
laws of any state of the United States, and, unless so registered,
may not
be offered or sold in the United States or, directly or indirectly,
to
U.S. Persons except in accordance with the provisions of Regulation
S,
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;
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(o) |
it
is not an underwriter of, or dealer in, the common shares of the Company,
nor is the Subscriber participating, pursuant to a contractual agreement
or otherwise, in the distribution of the
Shares;
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(p) |
the
Subscriber understands and agrees that offers and sales of any of the
Shares prior to the expiration of a period of one year after the date
of
original issuance of the Shares (the one year period hereinafter referred
to as the "Distribution Compliance Period") shall only be made in
compliance with the safe harbor provisions set forth in Regulation
S,
pursuant to the registration provisions of the 1933 Act or an exemption
therefrom, and that all offers and sales after the Distribution Compliance
Period shall be made only in compliance with the registration provisions
of the 1933 Act or an exemption therefrom and in each case only in
accordance with applicable state and provincial securities
laws;
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(q) |
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 and provincial securities
laws;
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(r) |
the
Subscriber understands and agrees that the Company will refuse to register
any transfer 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 the registration
requirements of the 1933 Act;
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(s) |
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;
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(t) |
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; and
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(u) |
no
person has made to the Subscriber any written or oral
representations:
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(i) |
that
any person will resell or repurchase any of the
Shares;
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(ii) |
that
any person will refund the purchase price of any of the
Shares;
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(iii) |
as
to the future price or value of any of the Shares;
or
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(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.
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5.2 In
this
Agreement, the term "U.S. Person" shall have the meaning ascribed thereto in
Regulation S.
6. Representations
and Warranties will be Relied Upon by the Company
6.1 The
Subscriber acknowledges that the representations and warranties contained herein
are made by it with the intention that such representations and warranties
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 on the Closing Date, it will be
representing and warranting that the representations and warranties contained
herein are true and correct as at the Closing Date with the same force and
effect as if they had been made by the Subscriber on the Closing Date and that
they will survive the purchase by the Subscriber of Shares and will continue
in
full force and effect notwithstanding any subsequent disposition by the
Subscriber of such Shares.
6
7. Resale
Restrictions
7.1 The
Subscriber acknowledges that any resale of the Shares will be subject to resale
restrictions contained in the securities legislation applicable to each
Subscriber or proposed transferee. The Subscriber acknowledges that the Shares
have not been registered under the 1933 Act of the securities laws of any state
of the United States. The Shares may not be offered or sold in the United States
unless registered in accordance with United States federal securities laws
and
all applicable state and provincial securities laws or exemptions from such
registration requirements are available.
7.2 The
Subscriber acknowledges that restrictions on the transfer, sale or other
subsequent disposition of the Shares by the Subscriber may be imposed by
securities laws in addition to any restrictions referred to in Section
7.1
above,
and, in particular, the Subscriber acknowledges and agrees that:
(a) |
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 Distribution Compliance Period; and
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(b) |
the
Company is not a reporting issuer in any of the Provinces of Canada
and
therefore resale of any of the Shares in Canada is restricted except
pursuant to an exemption from applicable securities
legislation.
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8. Acknowledgement
and Waiver
8.1 The
Subscriber has acknowledged that the decision to purchase the Shares was solely
made on the basis of publicly available 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.
9. Legending
and Registration of Subject Shares
9.1 The
Subscriber hereby acknowledges that a legend may be placed on the certificates
representing any of the Shares to the effect that the Shares represented by
such
certificates are subject to a hold period and may not be traded until the expiry
of such hold period except as permitted by applicable securities
legislation.
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 Agreement.
10. Costs
10.1 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.
11. Governing
Law
11.1 This
Agreement is governed by the laws of the Province of British Columbia and the
federal laws of Canada applicable herein.
12. Survival
12.1 This
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.
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13. Assignment
13.1 This
Agreement is not transferable or assignable.
14. Execution
14.1 The
Company shall be entitled to rely on delivery by facsimile machine of an
executed copy of this Agreement and acceptance by the Company of such facsimile
copy shall be equally effective to create a valid and binding agreement between
the Subscriber and the Company in accordance with the terms hereof.
15. Severability
15.1 The
invalidity or unenforceability of any particular provision of this Agreement
shall not affect or limit the validity or enforceability of the remaining
provisions of this Agreement.
16. Entire
Agreement
16.1 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 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.
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
and
notices to the Company shall be directed to it at the address set forth on
page
1 of this Agreement.
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18. Counterparts
18.1 This
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.
IN
WITNESS WHEREOF
the
Subscriber has duly executed this Agreement as of the date first above
mentioned.
DELIVERY
INSTRUCTIONS
1. Delivery
- please deliver the certificates to:
2. Registration
- registration of the certificates which are to be delivered at closing should
be made as follows:
(name)
(address)
3. |
The
undersigned hereby acknowledges that it will deliver to the Company
all
such additional completed forms in respect of the Subscriber's purchase
of
the Shares as may be required for filing with the appropriate securities
commissions and regulatory authorities.
|
(Name of Subscriber - Please type or print) |
|
(Signature
and, if applicable, Office)
|
|
(Address
of Subscriber)
|
|
(City, State or Province, Postal Code of
Subscriber)
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(Country
of Subscriber)
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(fax
and email address)
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A
C C E P T A N C E
The
above-mentioned Agreement in respect of the Shares is hereby accepted by
YALETOWN CAPITAL INC.
DATED
at
________________, ________________, the ___ day of May, 2007.
Per:_________________________________
Authorized
Signatory
10
Exhibit
1
NATIONAL
INSTRUMENT 45-106
ACCREDITED
INVESTOR QUESTIONNAIRE
The
purpose of this Questionnaire is to assure YALETOWN
CAPITAL INC.(the
“Company”) that the undersigned (the “Subscriber”) will meet certain
requirements for the registration and prospectus exemptions provided for under
National
Instrument 45-106 (“NI 45-106”), as adopted by the Securities Commissions in
Canada, in respect of a proposed private placement of securities by the Company
(the “Transaction”).
The
Company will rely on the information contained in this Questionnaire for the
purposes of such determination.
The
undersigned Subscriber covenants, represents and warrants to the Company
that:
1.
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the
Subscriber has such knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risks of the
Transaction and the Subscriber is able to bear the economic risk
of loss
arising from such Transaction;
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2.
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the
Subscriber satisfies one or more of the categories of “accredited
investor” (as that term is defined in NI 45-106) indicated below (please
check the appropriate box):
|
o |
(a)
a Canadian financial institution as defined in National Instrument
14-101,
or an authorized foreign bank listed in Schedule III of the Bank
Act
(Canada);
|
o |
(b)
the Business Development Bank of Canada incorporated under the
Business
Development Bank Act
(Canada);
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o |
(c)
a subsidiary of any person referred to in any of the foregoing categories,
if the person owns all of the voting securities of the subsidiary,
except
the voting securities required by law to be owned by directors of
that
subsidiary;
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o |
(d)
an individual registered or formerly registered under securities
legislation in a jurisdiction of Canada, as a representative of a
person
or company registered under securities legislation in a jurisdiction
of
Canada, as an adviser or dealer, other than a limited market dealer
registered under the Securities
Act
(Ontario) or the Securities
Act
(Newfoundland);
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o |
(e)
an individual registered or formerly registered under the securities
legislation of a jurisdiction of Canada as a representative of a
person
referred to in paragraph (d);
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o |
(f)
the government of Canada or a province, or any crown corporation
or agency
of the government of Canada or a
province;
|
o |
(g)
a municipality, public board or commission in Canada and a metropolitan
community, school board, the Comite de gestion de la taxe scholaire
de
l’ile de Montreal or an intermunicipal management board in
Québec;
|
o |
(h)
a national, federal, state, provincial, territorial or municipal
government of or in any foreign jurisdiction, or any agency
thereof;
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11
o |
(i)
a pension fund that is regulated by either the Office of the
Superintendent of Financial Institutions (Canada) or a pension commission
or similar regulatory authority of a jurisdiction of
Canada;
|
o |
(j)
an individual who either alone or with a spouse beneficially owns,
directly or indirectly, financial assets (as defined in NI 45-106)
having
an aggregate realizable value that, before taxes but net of any related
liabilities, exceeds CDN$1,000,000;
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o |
(k)
an individual whose net income before taxes exceeded CDN$200,000
in each
of the two more recent calendar years or whose net income before
taxes
combined with that of a spouse exceeded $300,000 in each of those
years
and who, in either case, reasonably expects to exceed that net income
level in the current calendar year;
|
o |
(l)
an individual who, either alone or with a spouse, has net assets
of at
least CDN $5,000,000;
|
o |
(m)
a person, other than a person or investment fund, that had net assets
of
at least CDN$5,000,000 as reflected on its most recently prepared
financial statements;
|
o |
(n)
an investment fund that distributes it securities only to persons
that are
accredited investors at the time of distribution, a person that acquires
or acquired a minimum of CDN$150,000 of value in securities, or a
person
that acquires or acquired securities under Sections 2.18 or 2.19
of NI
45-106;
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o |
(o)
an investment fund that distributes or has distributed securities
under a
prospectus in a jurisdiction of Canada for which the regulator or,
in
Québec, the securities regulatory authority, has issued a
receipt;
|
o |
(p)
a trust company or trust corporation registered or authorized to
carry on
business under the Trust
and Loan Companies Act
(Canada) or under comparable legislation in a jurisdiction of Canada
or a
foreign jurisdiction, acting on behalf of a fully managed account
managed
by the trust company or trust corporation, as the case may
be;
|
o |
(q)
a person acting on behalf of a fully managed account managed by that
person, if that person (i) is registered or authorized to carry on
business as an adviser or the equivalent under the securities legislation
of a jurisdiction of Canada or a foreign jurisdiction, and (ii) in
Ontario, is purchasing a security that is not a security of an investment
fund;
|
o |
(r)
a registered charity under the Income
Tax Act
(Canada) that, in regard to the trade, has obtained advice from an
eligibility advisor or an advisor registered under the securities
legislation of the jurisdiction of the registered charity to give
advice
on the securities being traded;
|
o |
(s)
an entity organized in a foreign jurisdiction that is analogous to
any of
the entities referred to in paragraphs (a) to (d) or paragraph (i)
in form
and function;
|
o |
(t)
a person in respect of which all of the owners of interests, direct,
indirect or beneficial, except the voting securities required by
law are
persons or companies that are accredited
investors.
|
o |
(u)
an investment funds that is advised by a person registered as an
advisor
or a person that is exempt from registration as an advisor;
or
|
o |
(v)
a person that is recognized or designated by the securities regulatory
authority or, except in Ontario and Québec, the regulator as (i) an
accredited investor, or (ii) an exempt purchaser in Alberta or British
Columbia after this instrument comes into
force;
|
12
The
Subscriber acknowledges and agrees that the Subscriber may be required by the
Company to provide such additional documentation as may be reasonably required
by the Company and its legal counsel in determining the Subscriber’s eligibility
to acquire the Shares under relevant Legislation.
IN
WITNESS WHEREOF, the undersigned has executed this Questionnaire as of the
day
of
,
200__.
If a Corporation, Partnership or Other
Entity:
|
If
an Individual:
|
|
Print or Type Name of Entity
|
Signature
|
|
Signature of Authorized
Signatory
|
Print
or Type Name
|
|
Type of Entity |
13