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
LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY
NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT.
UNLESS
OTHERWISE PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THESE SECURITIES
MUST NOT TRADE THE SECURITIES IN OR FROM BRITISH COLUMBIA UNLESS THE CONDITIONS
IN SECTION 12(2) OF BC INSTRUMENT 51-509 ISSUERS QUOTED IN THE U.S.
OVER-THE-COUNTER MARKET ARE MET.
CONFIDENTIAL
TO:
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Neema, Inc. (the
“Company”)
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000
0xx Xxxxxx
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Xxxxxxxxx
Xxxxx, XX 00000
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1.
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1.1 On the
basis of the representations and warranties and subject to the terms and
conditions set forth herein, the undersigned (the “Subscriber”) hereby
irrevocably subscribes for and agrees to purchase common shares (the “Shares”)
of the Company at a price of $0.01 per Share (such subscription and agreement to
purchase being the “Subscription”), for an aggregate purchase price as set out
on the signature page of this Subscription Agreement (the “Subscription
Proceeds”) which is 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.
1.3 Unless
otherwise provided, all dollar amounts referred to in this Subscription
Agreement are in lawful money of the United States of America.
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2.
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2.1 The
Subscription Proceeds must accompany this Subscription and shall be paid by
certified cheque or bank draft drawn on a Canadian chartered bank, and made
payable and delivered to the Company. Alternatively, the Subscription
Proceeds may be wired to the Company or its lawyers pursuant to wiring
instructions that will be provided to the Subscriber upon request. If
the funds are wired to the Company’s lawyers, the Subscriber irrevocably
authorizes such lawyers to immediately deliver the funds to the Company upon
receipt of the funds from the Subscriber even if the Subscription has not been
consummated.
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 on behalf of the Company. In the event that this
Subscription Agreement is not accepted by the Company for whatever reason, which
the Company expressly reserves the right to do, at any time before November 15,
2009, this Subscription Agreement, the Subscription Proceeds (without interest
thereon) 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.
3.1 The
Subscriber must complete, sign and return to the Company the following
documents:
(a)
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two
(2) executed copies of this Subscription Agreement;
and
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(b)
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an
Investor Questionnaire (the “Questionnaire”) attached as Exhibit A
hereto.
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3.2 The
Subscriber shall complete, sign and return to the Company as soon as possible,
on request by the Company, any additional documents, questionnaires, notices and
undertakings as may be required by any regulatory authorities and applicable
law.
3.3 Both
parties to this Subscription Agreement acknowledge and agree that Xxxxx Xxxxxx
LLP has acted as counsel only to the Company and is not protecting the rights
and interests of the Subscriber. The Subscriber acknowledges and
agrees that the Company and Xxxxx Xxxxxx LLP have given him the opportunity to
seek, and have recommended that the Subscriber obtain, independent legal advice
with respect to the subject matter of this Subscription Agreement and, further,
the Subscriber hereby represents and warrants to the Company and Xxxxx Xxxxxx
LLP that the Subscriber has sought independent legal advice or waives such
advice.
4.1 Closing
of the offering of the Shares (the “Closing”) shall occur on or before November
15, 2009, or on such other date as may be determined by the Company (the
“Closing Date”) in its sole discretion. 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 therefor at any time on or prior to the Closing Date.
4.2 The
Subscriber acknowledges that the certificates representing the Shares will be
available for delivery upon Closing provided that the Subscriber has satisfied
the requirements of Section 3 hereof and
the Company has accepted this Subscription Agreement.
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5.1 The
Subscriber acknowledges and agrees that:
(a)
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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, foreign and
provincial securities laws;
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(b)
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the
Subscriber acknowledges that 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)
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by
completing the Questionnaire, if applicable, the Subscriber is
representing and warranting that the Subscriber satisfies one of the
categories of registration and prospectus exemptions provided in National
Instrument 45-106 (“NI 45-106”) adopted by the British Columbia Securities
Commission (the “BCSC”) and other provincial securities
commissions;
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(d)
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the
decision to execute this Subscription Agreement and acquire 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)
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the
Subscriber and the Subscriber’s advisor(s) have had a reasonable
opportunity to ask questions of and receive answers from the Company in
connection with the distribution of the Shares hereunder, and to obtain
additional information, to the extent possessed or obtainable without
unreasonable effort or expense, necessary to verify the accuracy of the
information about the Company;
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(f)
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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 all documents, records and books in connection with the
distribution of the Shares hereunder have been made available for
inspection by the Subscriber, the Subscriber’s lawyer and/or
advisor(s);
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(g)
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all
of the information which the Subscriber has provided to the Company is
correct and complete as of the date the Subscription Agreement is signed,
and if there should be any change in such information prior to this
Subscription Agreement being executed by the Company, the Subscriber will
immediately provide the Company with such
information;
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(h)
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the
Company is entitled to rely on the representations and warranties of the
Subscriber contained in this Subscription Agreement and the Questionnaire
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 Subscription Agreement or the
Questionnaire;
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(i)
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the
Subscriber will indemnify and hold harmless the Company and, where
applicable, its 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 in this Subscription Agreement, the Questionnaire 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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(j)
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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 and in
accordance with any other applicable securities
laws;
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(k)
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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:
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(i)
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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)
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applicable
resale restrictions;
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(l)
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in
addition to resale restrictions imposed under U.S. securities laws, there
are additional restrictions on the Subscriber’s ability to resell in
Canada any of the Shares under the Securities Act (British Columbia) and
British Columbia Instrument 51-509 adopted by the
BCSC;
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(m)
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the
Subscriber consents to the placement of a legend on any certificate or
other document evidencing any of the Shares to the effect that such
securities have not been registered under the 1933 Act or any state
securities or “blue sky” laws and setting forth or referring to the
restrictions on transferability and sale thereof contained in this
Subscription Agreement such legend to be substantially as
follows:
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“THE
SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED 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").
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NONE OF
THE SECURITIES REPRESENTED HEREBY 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. IN ADDITION,
HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN
COMPLIANCE WITH THE 1933 ACT.
UNLESS
OTHERWISE PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THESE SECURITIES
MUST NOT TRADE THE SECURITIES IN OR FROM BRITISH COLUMBIA UNLESS THE CONDITIONS
IN SECTION 12(2) OF BC INSTRUMENT 51-509 ISSUERS QUOTED IN THE U.S.
OVER-THE-COUNTER MARKET ARE MET.”
(n)
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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 issue 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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(o)
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neither
the SEC nor any other securities commission or similar regulatory
authority has reviewed or passed on the merits of any of the Shares and 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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(p)
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there
is no government or other insurance covering any of the
Shares;
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(q)
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the
Company will refuse to register the transfer 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 the registration requirements of the 1933 Act and in each
case in accordance with applicable securities
laws;
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(r)
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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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(s)
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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 whatsoever.
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6.1 The
Subscriber hereby represents and warrants to and covenants with the Company
(which representations, warranties and covenants shall survive the Closing)
that:
(a)
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the
Subscriber is not a U.S. Person and the Subscriber is not acquiring the
Shares for the account or benefit of, directly or indirectly, any U.S.
Person;
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(b)
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the
Subscriber is resident in the jurisdiction set out under the heading “Name
and Address of Subscriber” on the signature page of this Subscription
Agreement;
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(c)
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the
Subscriber:
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(i)
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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;
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(ii)
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the
Subscriber 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;
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(iii)
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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;
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(iv)
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the
purchase of the Shares by the Subscriber does not
trigger:
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A.
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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
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B.
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any
continuous disclosure reporting obligation of the Company in the
International Jurisdiction; and
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(v)
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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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(d)
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it
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 corporate entity, 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;
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(e)
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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 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;
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(f)
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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;
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(g)
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the
Subscriber has received and carefully read this Subscription
Agreement;
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(h)
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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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(i)
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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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(j)
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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;
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(k)
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the
Subscriber (i) is able to fend for him/her/itself in the Subscription;
(ii) has such knowledge and experience in business matters as to be
capable of evaluating the merits and risks of its prospective investment
in the Shares; and (iii) has the ability to bear the economic risks of its
prospective investment and can afford the complete loss of such
investment;
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(l)
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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 Subscription Agreement and the Questionnaire
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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(m)
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the
Subscriber is purchasing 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;
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(n)
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the
Subscriber is outside the United States when receiving and executing this
Subscription Agreement;
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(o)
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the
Subscriber understands and agrees that offers and sales of any of the
Shares prior to the expiration of the period specified in Regulation S
(such 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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(p)
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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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(q)
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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 securities laws or
under an exemption from such registration requirements and as otherwise
provided herein;
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(r)
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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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(s)
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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;
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(t)
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no
person has made to the Subscriber any written or oral
representations:
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(i)
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that
any person will resell or repurchase any of the
Shares,
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(ii)
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that
any person will refund the purchase price of any of the
Shares,
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(iii)
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as
to the future price or value of any of the Shares,
or
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(iv)
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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
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(u)
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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:
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(i)
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a
fully completed and executed Questionnaire in the form attached hereto as
Exhibit A, and
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(ii)
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such
other supporting documentation that the Company or its legal counsel may
request to establish the Subscriber’s qualification as a qualified
investor.
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6.2 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.
7.1 The
Subscriber acknowledges that the representations and warranties contained herein
and in the Questionnaire, if applicable, 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 and in the Questionnaire, if applicable, 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 the Shares and will continue in full force and
effect notwithstanding any subsequent disposition by the Subscriber of such
Shares.
8.1 The
Subscriber has acknowledged that the decision to acquire 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.
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9.1 The
Subscriber hereby acknowledges that a legend may be placed on the certificates
representing 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 Subscription Agreement.
9.3 The
Subscriber acknowledges that any resale of any 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. The Shares may not 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.
9.4 The
Subscriber acknowledges that the Shares are subject to resale restrictions in
Canada and may not be traded in Canada except as permitted by the applicable
provincial securities laws and the rules made thereunder.
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, (c) Canadian tax authorities, (d)
authorities pursuant to the Proceeds of Crime (Money Laundering)
and Terrorist Financing Act (Canada) and (e) 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.
10.2 Furthermore,
the Subscriber is hereby notified that:
(a)
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the
Company may deliver to a provincial securities commission and/or the SEC
certain personal information pertaining to the Subscriber, including such
Subscriber’s full name, residential address and telephone number, the
number of shares or other securities of the Company owned by the
Subscriber, the number of Shares purchased by the Subscriber and the total
purchase price paid for such Shares, the prospectus exemption relied on by
the Company and the date of distribution of the
Shares,
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(b)
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such
information is being collected indirectly by the provincial securities
commission under the authority granted to it in securities legislation,
and
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(c)
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such
information is being collected for the purposes of the administration and
enforcement of the securities legislation of
Canada.
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11.
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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.
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12.1 This
Subscription Agreement is governed by the laws of the Province of British
Columbia.
13.
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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.
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14.1 This
Subscription Agreement is not transferable or assignable.
15.
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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.
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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.
17.
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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 the signature page of this Subscription Agreement and notices to the
Company shall be directed to it at 000 0xx Xxxxxx, Xxxxxxxxx Xxxxx,
XX 00000.
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 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 Agreement as of the date hereinafter
set forth.
10
IN WITNESS WHEREOF the
Subscriber has duly executed this Subscription Agreement as of the date of
acceptance by the Company.
1,440,000 Xxxx
Xxxxx
(Number
of Shares being
purchased) (Name
of Subscriber – Please type or print)
$14,400 /s/ Xxxx
Xxxxx
(Total
Subscription
Price) (Signature
and, if applicable, Office)
(Address
of Subscriber)
Voula,
16561
(City,
State or Province, Postal Code of Subscriber)
Greece
(Country
of Subscriber)
_____________________________________________
(Email
Address)
_____________________________________________
(Telephone
Number)
11
The
above-mentioned Subscription Agreement in respect of the Shares are hereby
accepted by Neema, Inc.
DATED at
Vancouver, British Columbia, the 3rd day of November, 2009.
NEEMA,
INC.
Per: ______________________________________
Authorized Signatory
12
EXHIBIT
A
INVESTOR
QUESTIONNAIRE
All
capitalized terms herein, unless otherwise defined, have the meanings ascribed
thereto in the Subscription Agreement.
The
purpose of this Questionnaire is to assure the Company that the Subscriber will
meet certain requirements of National Instrument 45-106 (“NI
45-106”). The Company will rely on the information contained in this
Questionnaire for the purposes of such determination.
The
Subscriber covenants, represents and warrants to the Company that:
|
1.
|
if
the Subscriber is not a resident of Ontario, the Subscriber is (tick one or more of the
following boxes):
|
(A)
|
a
director, executive officer, founder or control person of the Company or
an affiliate of the Company
|
|
(B)
|
a
spouse, parent, grandparent, brother, sister or child of a director,
executive officer, founder or control person of the Company or an
affiliate of the Company
|
|
(C)
|
a
parent, grandparent, brother, sister or child of the spouse of a director,
executive officer, founder or control person of the Company or an
affiliate of the Company
|
|
(D)
|
a
close personal friend of a director, executive officer, founder or control
person of the Company
|
|
(E)
|
a
close business associate of a director, executive officer, founder or
control person of the Company or an affiliate of the
Company
|
|
(F)
|
an
accredited investor
|
|
(G)
|
a
company, partnership or other entity of which a majority of the voting
securities are beneficially owned by, or a majority of the directors are,
persons described in paragraphs A to F
|
|
(H)
|
a
trust or estate of which all of the beneficiaries or a majority of the
trustees or executors are persons described in paragraphs A to
F
|
|
2.
|
if
the Subscriber has checked box B, C, D, E, G or H in Section 1 above, the
director, executive officer, founder or control person of the Company with
whom the undersigned has the relationship
is:
|
(Instructions to Subscriber: fill in
the name of each director, executive officer, founder and control person which
you have the above-mentioned relationship with. If you have checked
box G or H, also indicate which of A to F describes the securityholders,
directors, trustees or beneficiaries which qualify you as box G or H and provide
the names of those individuals. Please attach a separate page if
necessary).
1
|
3.
|
if
the Subscriber is resident in Ontario, the Subscriber is (tick one or more of the
following boxes):
|
(A)
|
a
founder of the Company
|
|
(B)
|
an
affiliate of a founder of the Company
|
|
(C)
|
a
spouse, parent, brother, sister, grandparent or child of an executive
officer, director or founder of the Company
|
|
(D)
|
a
control person of the Company
|
|
(E)
|
an
accredited investor
|
|
4.
|
if
the Subscriber has checked box C in Section 3 above, the executive
officer, director or founder of the Company with whom the undersigned has
the relationship is:
|
(Instructions
to Subscriber: fill in the name of each executive officer, director
or founder which you have the above-mentioned relationship with.)
|
5.
|
if
the Subscriber has ticked box F in Section 1 or box E in Section 3 above,
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):
|
|
(a)
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;
|
|
(b)
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 CDN$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;
|
|
(c)
an individual who, either alone or with a spouse, has net assets of at
least CDN $5,000,000;
|
|
(d)
a person, other than an individual or investment fund, that had net assets
of at least CDN$5,000,000 as reflected on its most recently prepared
financial statements.
|
|
(e)
a person registered under securities legislation of a jurisdiction of
Canada as an advisor or dealer, or an individual registered or formerly
registered as a representative of such an adviser or dealer, other than a
limited market dealer registered under the Securities Act
(Ontario) or the Securities Act
(Newfoundland);
|
|
(f)
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; or
|
|
(g)
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.
|
2
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.
If
an Individual:
|
If
a Corporation, Partnership or Other Entity:
|
/s/ Xxxx
Xxxxx
Signature
___________________________________
Print
or Type Name
|
__________________________________
Print
or Type Name of Entity
__________________________________
Signature
of Authorized Signatory
__________________________________
Type
of Entity
|
3