Exhibit 10.1
THIS PRIVATE PLACEMENT 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 PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
(THE "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 ACCORDANCE
WITH THE 1933 ACT.
CONFIDENTIAL
PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
PRIVATE ISSUER
(Subscribers Resident in British Columbia, Alberta or Overseas)
TO: VB Trade Inc. (the "Company")
Moshav Beni Zion
Zip 00000
Xxxxxx
Purchase of Shares
1. SUBSCRIPTION
1.1 The undersigned (the "Subscriber") hereby irrevocably subscribes for and
agrees to purchase from the Company, on the basis of the representations and
warranties and subject to the terms and conditions set forth herein, 2000 shares
of common stock (the "Shares") US $0.10 per Share (the "Subscription Price"),
for the aggregate total purchase price of the undersigned subscriber of US
$200.00 (the "Subscription Proceeds").
1.2 The Subscriber acknowledges that the offering of Shares contemplated hereby
is part a private placement of Shares having an aggregate subscription level of
US $100,000 (the "Offering"). The Offering is not subject to a minimum aggregate
subscription level.
1.3 The Offering is only open to residents of British Columbia, Alberta and
offshore investors.
2. PAYMENT
2.1 The Subscription Proceeds must accompany this Subscription and shall be paid
by certified cheque or bank draft drawn on a Canadian or U.S. chartered bank
reasonably acceptable to the Company, and made payable and delivered to the
Company. Alternatively, the Subscription Proceeds may be wired to the Company or
its lawyers. If the funds are wired to the Company's lawyers, those lawyers are
authorized to immediately deliver the funds to the Company.
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, within 60 days of the delivery of an
executed Subscription Agreement by the Subscriber, 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.
2.3 Where the Subscription Proceeds are paid to the Company, the Company is
entitled to treat such Subscription Proceeds as an interest free loan to the
Company until such time as the Subscription is accepted and the certificates
representing the Shares have been issued to the Subscriber. The Company will
only expend the Subscription Proceeds for or in conjunction with an acquisition
of a new business for the Company.
3. DOCUMENTS REQUIRED FROM SUBSCRIBER
3.1 The Subscriber must complete, sign and return to the Company
(a) an executed copy of this Subscription Agreement; and
(b) if the Subscriber is an B.C. Subscriber and an "Accredited Investor",
as that term is defined in Multilateral Instrument 00-000 Xxxxxxx
Raising Exemptions ("MI 45-103") adopted by securities regulators in
Canada, the form of questionnaire attached as Exhibit A (the
"Questionnaire").
3.2 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, and applicable law.
4. CLOSING
4.1 The closing (the "Closing") of the purchase and sale of the Shares, shall
occur simultaneously with the acceptance by the Company of the undersigned's
subscription, as evidenced by the Company's execution of this Subscription
Agreement.
5. ACKNOWLEDGEMENTS OF SUBSCRIBER
5.1 The Subscriber acknowledges and agrees that:
(a) 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, 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 in
accordance with applicable state and provincial securities laws;
(b) the Subscriber acknowledges that the Company has not undertaken, and
will have no obligation, to register any of the Shares under the 1933
Act; THERE IS NO TRADING MARKET FOR THE SHARES;
(c) by completing the Questionnaire, the Subscriber is representing and
warranting that the Subscriber is an Accredited Investor, as the term
is defined in MI 45-103;
(d) the decision to execute this Subscription Agreement and acquire the
Shares 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
information (the receipt of which is hereby acknowledged) which has
been provided by the Company to the Subscriber;
(e) if the Company has presented a business plan to the Subscriber, the
Subscriber acknowledges that the business plan may not be achieved or
be achievable; the Company is in a start-up phase and there is no
assurance of success;
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(f) no securities commission or similar regulatory authority has reviewed
or passed on the merits of the Shares;
(g) there is no government or other insurance covering any of the Shares;
(h) there are risks associated with an investment in the Shares;
(i) the Company has advised the B.C. Subscribers that the Company is
relying on an exemption from the requirements to provide the
Subscriber with a prospectus and to sell the Shares through a person
registered to sell securities under the SECURITIES ACT (British
Columbia) (the "B.C. Act") Alberta, and, as a consequence of acquiring
the Shares pursuant to this exemption, certain protections, rights and
remedies provided by the B.C. and Alberta Act, including statutory
rights of rescission or damages, will not be available to the
Subscriber;
(j) 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
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 the
Shares; provided, however, that the Subscriber may sell or otherwise
dispose of the Shares pursuant to registration thereof under the 1933
Act and any applicable state and provincial securities laws or under
an exemption from such registration requirements;
(k) 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;
(l) 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);
(m) 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 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;
(n) the Shares are not 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;
(o) for B.C. Subscribers, 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 B.C. Act and
Multilateral Instrument 45-102 adopted by the British Columbia
Securities Commission;
(p) 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
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available exemption from the registration requirements of the 1933 Act
and in accordance with applicable state and provincial securities
laws;
(q) the statutory and regulatory basis for the exemption claimed for the
offer 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 or any applicable
state and provincial securities laws;
(r) 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
(ii) applicable resale restrictions; and
(s) the securities of the Company cannot be transferred without the
previous consent of the board of directors, expressed by resolution of
the board, at the sole discretion of the directors;
(t) this Subscription Agreement is not enforceable by the Subscriber
unless it has been accepted by the Company.
6. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SUBSCRIBER
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) 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;
(b) 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 the Subscriber or the Company
in the jurisdiction of the Subscriber's residence 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;
(c) 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 in accordance with its
terms;
(d) the Subscriber is not acquiring the Shares for the account or benefit
of, directly or indirectly, any U.S. Person;
(e) if the Subscriber is resident in British Columbia or Alberta, and is
not an Accredited Investor, the Subscriber is (CHECK ONE OR MORE OF
THE FOLLOWING BOXES):
(A) a director, officer, employee or control
person of the Company [ ]
(B) a spouse, parent, grandparent, brother, sister
or child of a director, senior officer or control
person of the Company [ ]
(C) a close personal friend of a director, senior
officer or control person of the Company [ ]
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(D) a close business associate of a director, senior
officer or control person of the Company [ ]
(f) if the Subscriber has checked one or more of boxes B, C or D in
paragraph 6.1(e) above, the director(s), senior officer(s), or control
person(s) of the Company with whom the Subscriber has the relationship
is:
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(FILL IN THE NAME OF EACH DIRECTOR. SENIOR OFFICER AND CONTROL PERSON WHICH
YOU HAVE THE ABOVE-MENTIONED RELATIONSHIP WITH).
(g) the Subscriber is not a U.S. Person;
(h) 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;
(i) the sale of the Shares to the Subscriber as contemplated in this
Subscription Agreement complies with or is exempt from the applicable
securities legislation of the jurisdiction of residence of the
Subscriber;
(j) the Subscriber is acquiring the Shares for investment only and not
with a view to resale or distribution 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;
(k) the Subscriber is outside the United States when receiving and
executing this Subscription Agreement and is acquiring the Shares as
principal for the Subscriber's own account (except for the
circumstances outlined in paragraph 6.1(n)) for investment purposes
only, and not with a view to, or for, resale, distribution or
fractionalisation thereof, in whole or in part, and no other person
has a direct or indirect beneficial interest in such Shares;
(l) 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;
(m) 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;
(n) if the Subscriber is acquiring the Shares as a fiduciary or agent for
one or more investor accounts:
(i) the Subscriber has sole investment discretion with respect to
each such account and it has full power to make the foregoing
acknowledgements, representations and agreements on behalf of
such account, and
(ii) the investor accounts for which the Subscriber acts as a
fiduciary or agent satisfy the definition of an "Accredited
Investor", as the term is adopted by the British Columbia and
Alberta Securities Commissions;
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(o) the Subscriber acknowledges that 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 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 the Shares; provided, however, that the
Subscriber may sell or otherwise dispose of the Shares pursuant to
registration of the Shares pursuant to the 1933 Act and any applicable
state and provincial securities laws or under an exemption from such
registration requirements and as otherwise provided herein;
(p) the Subscriber is not aware of any advertisement of any of the Shares;
and
(q) 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.
7. ACKNOWLEDGEMENT AND WAIVER
7.1 The Subscriber has acknowledged that the decision to purchase the Shares was
solely made on the basis of available information provided to the Subscriber.
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 the Shares.
8. LEGENDING OF SUBJECT SHARES
8.1 The Subscriber hereby acknowledges that 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:
"THESE SECURITIES WERE ISSUED 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").
ACCORDINGLY, NONE OF THE SECURITIES TO WHICH THIS CERTIFICATE 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 IN THE
UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS (AS DEFINED
HEREIN) EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT 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 SECURITIES LAWS. IN ADDITION, HEDGING
TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN
ACCORDANCE WITH THE 0000 XXX."
8.2 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.
8.3 Each Subscriber acknowledges that the Shares are subject to resale
restrictions in British Columbia and Alberta and may not be traded in British
Columbia except as permitted by the B.C. Act and the rules made thereunder. In
particular, pursuant to Multilateral Instrument 45-102, as adopted by the
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British Columbia Commission, a subsequent trade in any of the Shares will be a
distribution subject to the prospectus and registration requirements of
applicable Canadian securities legislation, unless certain conditions are met,
including the following:
(a) at least four months (the "Canadian Hold Period") shall have elapsed
from the date on which the Shares were issued to the Subscribers;
(b) during the currency of the Canadian Hold Period, any certificate
representing the Shares is imprinted with a legend (the "Canadian
Legend") stating:
"UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE
SECURITIES SHALL NOT TRADE THE SECURITIES BEFORE [INSERT THE DATE
THAT IS FOUR MONTHS AND A DAY AFTER THE DISTRIBUTION DATE."
(c) the trade is not a control distribution (as defined in Multilateral
Instrument 45-102);
(d) no unusual effort is made to prepare the market or to create a demand
for the Shares that are the subject of the trade;
(e) no extraordinary commission or consideration is paid to a person or
company in respect of the trade; and
(f) if the selling security holder is an insider or officer of the
Company, the selling security holder has no reasonable grounds to
believe that the Company is in default of securities legislation.
8.4 By executing and delivering this Agreement, each Subscriber will have
directed the Company not to include the Canadian Legend on any certificates
representing the Shares to be issued to such Subscriber. As a consequence, the
Subscriber will not be able to rely on the resale provisions of Multilateral
Instrument 45-102, and any subsequent trade in the Shares during or after the
Canadian Hold Period will be a distribution subject to the prospectus and
registration requirements of Canadian securities legislation, to the extent that
the trade is at that time subject to any such Canadian securities legislation.
9. COMMISSION TO THE AGENT
9.1 The Subscriber understands that upon Closing the Company may, in its sole
discretion, approve the payment of a commission to an agent or agents, such
commission to be calculated on the basis of a percentage of the gross proceeds
of the Offering raised from Subscribers introduced to the Company by such
agent(s).
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 Subscription Agreement is governed by the laws of the State of Nevada.
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 jurisdiction of the courts of the State of Nevada.
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12. SURVIVAL
12.1 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.
13. ASSIGNMENT
13.1 This Subscription Agreement is not transferable or assignable.
14. SEVERABILITY
14.1 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.
15. ENTIRE AGREEMENT
15.1 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.
16. NOTICES
16.1 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 VB Trade Inc. (the "Company") Xxxxxx Xxxx
Xxxx, Xxx 00000, Xxxxxx. Attention: President.
17. COUNTERPARTS AND ELECTRONIC MEANS
17.1 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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18. DELIVERY INSTRUCTIONS
18.1 The Subscriber hereby directs the Company to deliver the Share Certificates
to:
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(name)
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(address)
18.2 The Subscriber hereby directs the Company to cause the Shares to be
registered on the books of the Company as follows:
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(name)
----------------------------------------------------------------------
(address)
IN WITNESS WHEREOF the Subscriber has duly executed this Subscription Agreement
as of the date of acceptance by the Company.
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(Name of Subscriber - Please type or print)
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(Signature and, if applicable, Office)
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(Address of Subscriber)
------------------------------------------------------
(City, State or Province, Postal Code of Subscriber)
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(Country of Subscriber)
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(Fax and/or E-mail Address of Subscriber)
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EXHIBIT A
QUESTIONNAIRE
The purpose of this Questionnaire is to assure the Company that the Subscriber
will meet certain requirements for the registration and prospectus exemptions
provided for under MI 45-103, 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. 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;
2. the Subscriber satisfies one or more of the categories of "accredited
investor" (as that term is defined in MI 45-103) indicated below
(please check the appropriate box):
[ ] an individual who beneficially owns, or who together with a
spouse beneficially own, financial assets (as defined in MI
45-103) having an aggregate realizable value that, before taxes
but net of any related liabilities, exceeds CDN. $1,000,000;
[ ] an individual whose net income before taxes exceeded CDN.
$200,000 in each of the two more recent 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, has a reasonable
expectation of exceeding the same net income level in the current
year;
[ ] an individual registered or formerly registered under the
SECURITIES ACT (British Columbia), or under securities
legislation in another jurisdiction of Canada, as a
representative of a person or company registered under the
SECURITIES ACT (British Columbia), or under securities
legislation in another jurisdiction of Canada, as an adviser or
dealer;
[ ] 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);
[ ] the Business Development Bank of Canada incorporated under the
BUSINESS DEVELOPMENT BANK ACT (Canada);
[ ] an association under the COOPERATIVE CREDIT ASSOCIATIONS ACT
(Canada) located in Canada;
[ ] a subsidiary of any company referred to in any of the foregoing
categories, where the company owns all of the voting securities
of the subsidiary, except the voting securities required by law
to be owned by directors of that subsidiary;
[ ] a person or company registered under the SECURITIES ACT
(British Columbia), or under securities legislation of another
jurisdiction of Canada, as an adviser or dealer;
[ ] a pension fund that is regulated by either the Office of the
Superintendent of Financial Institutions (Canada) or a provincial
pension commission or similar regulatory authority;
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[ ] an entity organized in a foreign jurisdiction that is analogous
to any of the entities referred to in any of the foregoing
categories in form and function;
[ ] the government of Canada or a province, or any crown
corporation or agency of the government of Canada or a province;
[ ] a municipality, public board or commission in Canada;
[ ] a national, federal, state, provincial, territorial or
municipal government of or in any foreign jurisdiction, or any
agency thereof;
[ ] a registered charity under the INCOME TAX ACT (Canada);
[ ] a corporation, limited partnership, limited liability
partnership, trust or estate, other than a mutual fund or
non-redeemable investment fund, that had net assets of at least
CDN. $5,000,000 as reflected on its most recently prepared
financial statements;
[ ] a mutual fund or non-redeemable investment fund that, in
British Columbia, distributes it securities only to persons or
companies that are accredited investors;
[ ] a mutual fund or non-redeemable investment fund that, in
British Columbia, distributes its securities under a prospectus
for which a receipt has been issued by the executive director of
the British Columbia Securities Commission; or
[ ] a person or company in respect of which all of the owners of
interests, direct or indirect, legal or beneficial, are persons
or companies that are accredited investors.
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.
IN WITNESS WHEREOF, the undersigned has executed this Questionnaire as of the
____ day of _______________________ , 2006.
If a Corporation, Partnership If an Individual:
or Other Entity:
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Print or Type Name of Entity Signature
-------------------------------------- --------------------------------------
Signature of Authorized Signatory Print or Type Name
--------------------------------------
Type of Entity
00
X X X X X X A N C E
The above-mentioned Subscription Agreement in respect of the Shares is hereby
accepted by the Company.
DATED at Vancouver the 17th day of October, 2006.
VB TRADE, INC.
Xxx Xxxxxxx, director.
Per: Authorized Signatory
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