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.
NORTHRIDGE VENTURES LTD.
PRIVATE PLACEMENT SUBSCRIPTION
(Non U.S. Subscribers Only)
To: The Board of Directors
Northridge Ventures Ltd. (the "Company")
0000 Xxxxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, Xxxxxxx X0X 0X0
RE: ACQUISITION OF COMMON SHARES OF NORTHRIDGE VENTURES LTD.
A NEVADA CORPORATION (THE "COMPANY")
1. SUBSCRIPTION
1.1. The undersigned (the "Subscriber") hereby irrevocably subscribes for and
agrees to purchase 13,200,000 shares of the Company's common stock (the
"Shares") at a price of US$0.005 per Share (such subscription and agreement
to purchase being the "Subscription"), for the total subscription price of
$66,000 USD (the "Subscription Proceeds"), which Subscription Proceeds are
tendered herewith, on the basis of the representations and warranties and
subject to the terms and conditions set forth herein. The Shares are
referred to as the "Securities".
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.
2. PAYMENT
2.1. The Subscription Proceeds must accompany this Subscription Agreement.
2.2. If this Subscription Agreement is not accepted by the Company for whatever
reason within 90 days of the delivery of an executed Subscription Agreement
by the Subscriber, or the minimum offering amount (if any) is not achieved
by that time, this Subscription Agreement, the Subscription Proceeds and
any other documents delivered in connection herewith will be returned to
the Subscriber at the address of the Subscriber as set forth in this
Subscription Agreement without interest or deduction.
2.3. Where the Subscription Proceeds are paid to the Company, the Company may
treat the Subscription Proceeds as a non-interest bearing loan and may use
the Subscription Proceeds prior to this Subscription Agreement being
accepted by the Company.
2.4. 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, stock
exchanges and applicable law.
3. CLOSING
3.1. Closing of the purchase and sale of the Shares shall occur on or before
October 8, 2010, or on such other date as may be determined by the Company
in its sole discretion (the "Closing Date"). The Subscriber acknowledges
that Shares may be issued to other subscribers under this offering (the
"Offering") before or after the Closing Date. The Company, may, at its
discretion, elect to close the Offering in one or more closings, in which
event the Company may agree with one or more subscribers (including the
Subscriber hereunder) to complete delivery of the Shares to such
subscriber(s) against payment therefore at any time on or prior to the
Closing Date.
4. ACKNOWLEDGEMENTS OF SUBSCRIBER
4.1. The Subscriber acknowledges and agrees that:
(a) none of the Securities have been registered under the Securities Act
of 1933, as amended (the "1933 Act"), or under any state securities or
"blue sky" laws of any state of the United States, and are being
offered only in a transaction not involving any public offering within
the meaning of the 1933 Act, and, unless so registered, may not be
offered or sold in the United States or to U.S. Persons (as defined
herein), except pursuant to an effective registration statement under
the 1933 Act, or pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the 1933 Act, and in
each case only in accordance with applicable state and provincial
securities laws;
(b) the Company will refuse to register any transfer of any of the
Securities not made in accordance with the provisions of Regulation S,
pursuant to an effective registration statement under the 1933 Act or
pursuant to an available exemption from, or in a transaction not
subject to, the registration requirements of the 1933 Act;
(c) the decision to execute this Subscription Agreement and purchase the
Shares agreed to be purchased hereunder has not been based upon any
oral or written representation as to fact or otherwise made by or on
behalf of the Company and such decision is based solely upon a review
of publicly available information regarding the Company available on
the website of the United States Securities and Exchange Commission
(the "SEC") available at xxx.xxx.xxx (the "Company Information");
(d) the Subscriber and the Subscriber's advisor(s) have had a reasonable
opportunity to review the Company Information and to ask questions of
and receive answers from the Company regarding the Offering, and to
obtain additional information, to the extent possessed or obtainable
without unreasonable effort or expense, necessary to verify the
accuracy of the information contained in the Company Information, or
any other document provided to the Subscriber;
(e) the books and records of the Company were available upon reasonable
notice for inspection, subject to certain confidentiality
restrictions, by the Subscriber during reasonable business hours at
its principal place of business and that all documents, records and
books pertaining to this Offering have been made available for
inspection by the Subscriber, the Subscriber's attorney and/or
advisor(s);
(f) by execution hereof the Subscriber has waived the need for the
Company to communicate its acceptance of the purchase of the Shares
pursuant to this Subscription Agreement;
(g) the Company is entitled to rely on the representations and warranties
and the statements and answers of the Subscriber contained in this
Subscription Agreement and the Subscriber will hold harmless the
Company from any loss or damage it may suffer as a result of the
Subscriber's failure to correctly complete this Subscription
Agreement;
(h) the Subscriber will indemnify and hold harmless the Company and,
where applicable, its respective directors, officers, employees,
agents, advisors and shareholders from and against any and all loss,
liability, claim, damage and expense whatsoever (including, but not
limited to, any and all fees, costs and expenses whatsoever reasonably
incurred in investigating, preparing or defending against any claim,
lawsuit, administrative proceeding or investigation whether commenced
or threatened) arising out of or based upon any acknowledgment,
representation or warranty of the Subscriber contained herein or in
any other document furnished by the Subscriber to the Company in
connection herewith, being untrue in any material respect or any
breach or failure by the Subscriber to comply with any covenant or
agreement made by the Subscriber to the Company in connection
therewith;
(i) the issuance and sale of the Shares to the Subscriber will not be
completed if it would be unlawful or if, in the discretion of the
Company acting reasonably, it is not in the best interests of the
Company;
(j) the Subscriber has been advised to consult the Subscriber's own
legal, tax and other advisors with respect to the merits and risks of
an investment in the Securities and with respect to the applicable
resale restrictions, and it is solely responsible (and the Company is
not in any way responsible) for compliance with:
(i) any applicable laws of the jurisdiction in which the Subscriber is
resident in connection with the distribution of the Securities
hereunder, and (ii) applicable resale restrictions;
(k) the Subscriber has not acquired the Shares as a result of, and will
not itself engage in, any "directed selling efforts" (as defined in
Regulation S under the 0000 Xxx) in the United States in respect of
any of the Securities 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 Securities; provided, however, that the Subscriber may
sell or otherwise dispose of any of the Shares pursuant to
registration of any of the Shares pursuant to the 1933 Act and any
applicable state securities laws or under an exemption from such
registration requirements and as otherwise provided herein;
(l) the Subscriber is outside the United States when receiving and
executing this Subscription Agreement and is acquiring the Shares as
principal for its own account, for investment purposes only, and not
with a view to, or for, resale, distribution or fractionalization
thereof, in whole or in part, and no other person has a direct or
indirect beneficial interest in such Shares;
(m) 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;
(n) the Company has advised the Subscriber that, if the Subscriber is a
Canadian resident, 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 and, as a
consequence of acquiring the Shares pursuant to this exemption,
certain protections, rights and remedies provided, including statutory
rights of rescission or damages, will not be available to the
Subscriber;
(o) neither the SEC nor any other securities commission or similar
regulatory authority has reviewed or passed on the merits of any of
the Securities;
(p) no documents in connection with this Offering have been reviewed by
the SEC or any state securities administrators;
(q) there is no government or other insurance covering any of the
Securities; and
(r) this Subscription Agreement is not enforceable by the Subscriber
unless it has been accepted by the Company, and the Subscriber
acknowledges and agrees that the Company reserves the right to reject
any subscription for any reason.
5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SUBSCRIBER
5.1. The Subscriber hereby represents and warrants to and covenants with the
Company (which representations, warranties and covenants shall survive the
Closing Date) that:
(a) the Subscriber is not a U.S. Person (as defined herein);
(b) the Subscriber is not acquiring the Shares for the account or benefit
of, directly or indirectly, any U.S. Person (as defined herein);
(c) the Subscriber:
(i) is knowledgeable of, or has been independently advised as to,
the applicable securities laws of the securities regulators
having application in the jurisdiction in which the Subscriber is
resident (the "International Jurisdiction") which would apply to
the acquisition of the Shares,
(ii) is purchasing the Shares pursuant to exemptions from prospectus
or equivalent requirements under applicable securities laws or,
if such is not applicable, the Subscriber is permitted to
purchase the Shares under the applicable securities laws of the
securities regulators in the International Jurisdiction without
the need to rely on any exemptions,
(iii) acknowledges that the applicable securities laws of the
authorities in the International Jurisdiction do not require the
Company to make any filings or seek any approvals of any kind
whatsoever from any securities regulator of any kind whatsoever
in the International Jurisdiction in connection with the issue
and sale or resale of any of the Securities, and
(iv) represents and warrants that the acquisition of the Shares by
the Subscriber does not trigger:
A. any obligation to prepare and file a prospectus or similar
document, or any other report with respect to such purchase
in the International Jurisdiction, or
B. any continuous disclosure reporting obligation of the
Company in the International Jurisdiction, and the
Subscriber will, if requested by the Company, deliver to the
Company a certificate or opinion of local counsel from the
International Jurisdiction which will confirm the matters
referred to in subparagraphs (ii), (iii) and (iv) above to
the satisfaction of the Company, acting reasonably;
(d) the Subscriber is acquiring the Shares as principal for investment
only and not with a view to, or for, resale, distribution or
fractionalization thereof, in whole or in part, and, in particular, it
has no intention to distribute either directly or indirectly any of
the Securities in the United States or to U.S. Persons (as defined
herein);
(e) the Subscriber is outside the United States when receiving and
executing this Subscription Agreement;
(f) the Subscriber understands and agrees not to engage in any hedging
transactions involving any of the Securities unless such transactions
are in compliance with the provisions of the 1933 Act and in each case
only in accordance with applicable state securities laws;
(g) 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 Securities 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 Securities; 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;
(h) 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;
(i) the entering into of this Subscription Agreement and the transactions
contemplated hereby do not result in the violation of any of the terms
and provisions of any law applicable to, or, if applicable, the
constating documents of, the Subscriber, or of any agreement, written
or oral, to which the Subscriber may be a party or by which the
Subscriber is or may be bound;
(j) 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;
(k) the Subscriber has received and carefully read this Subscription
Agreement;
(l) 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 Securities for an
indefinite period of time, and can afford the complete loss of such
investment;
(m) the Subscriber has the requisite knowledge and experience in
financial and business matters as to be capable of evaluating the
merits and risks of the investment in the Securities and the Company;
(n) the Subscriber understands and agrees that the Company and others
will rely upon the truth and accuracy of the acknowledgements,
representations, warranties, covenants and agreements contained in
this Subscription Agreement and agrees that if any of such
acknowledgements, representations and agreements are no longer
accurate or have been breached, the Subscriber shall promptly notify
the Company;
(o) the Subscriber is aware that an investment in the Company is
speculative and involves certain risks, including the possible loss of
the investment;
(p) the Subscriber is purchasing the Shares for its own account for
investment purposes only and not for the account of any other person
and not for distribution, assignment or resale to others, and no other
person has a direct or indirect beneficial interest is such Shares,
and the Subscriber has not subdivided his interest in the Shares with
any other person;
(q) the Subscriber is not an underwriter of, or dealer in, the shares of
the Company's common stock, nor is the Subscriber participating,
pursuant to a contractual agreement or otherwise, in the distribution
of the Shares;
(r) the Subscriber has made an independent examination and investigation
of an investment in the Securities and the Company and has depended on
the advice of its legal and financial advisors and agrees that the
Company will not be responsible in anyway whatsoever for the
Subscriber's decision to invest in the Securities and the Company;
(s) if the Subscriber is acquiring the Shares as a fiduciary or agent for
one or more investor accounts, the Subscriber has sole investment
discretion with respect to each such account, and the Subscriber has
full power to make the foregoing acknowledgements, representations and
agreements on behalf of such account;
(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;
(u) no person has made to the Subscriber any written or oral
representations:
(i) that any person will resell or repurchase any of the Securities,
(ii) that any person will refund the purchase price of any of the
Securities, or
(iii) as to the future price or value of any of the Securities;
5.2. In this Subscription Agreement, the term "U.S. Person" shall have the
meaning ascribed thereto in Regulation S promulgated under the 1933 Act and
for the purpose of the Subscription Agreement includes any person in the
United States.
6. ACKNOWLEDGEMENT AND WAIVER
6.1. The Subscriber has acknowledged that the decision to purchase the Shares
was solely made on the Company Information. The Subscriber hereby waives,
to the fullest extent permitted by law, any rights of withdrawal,
rescission or compensation for damages to which the Subscriber might be
entitled in connection with the distribution of any of the Shares.
7. REPRESENTATIONS AND WARRANTIES WILL BE RELIED UPON BY THE COMPANY
7.1. The Subscriber acknowledges that the acknowledgements, representations and
warranties contained herein are made by it with the intention that they may
be relied upon by the Company and its legal counsel in determining the
Subscriber's eligibility to purchase the Shares under applicable securities
legislation, or (if applicable) the eligibility of others on whose behalf
it is contracting hereunder to purchase the Shares under applicable
securities legislation. The Subscriber further agrees that by accepting
delivery of the certificates representing the Shares, it will be
representing and warranting that the acknowledgements representations and
warranties contained herein are true and correct as of the date hereof and
will continue in full force and effect notwithstanding any subsequent
disposition by the Subscriber of such Shares.
8. RESALE RESTRICTIONS
8.1. The Subscriber acknowledges that any resale of the Securities 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 Securities have been registered under the
1933 Act or the securities laws of any state of the United States. None of
the Securities may be offered or sold in the United States unless
registered in accordance with federal securities laws and all applicable
state securities laws or exemptions from such registration requirements are
available.
9. LEGENDING AND REGISTRATION OF SUBJECT SECURITIES
9.1. The Subscriber hereby acknowledges that upon the issuance thereof, and
until such time as the same is no longer required under the applicable
securities laws and regulations, the certificates representing the Shares
will bear a legend in substantially the following form:
THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE
TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN)
PURSUANT TO REGULATIONS UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED
HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE
SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR
SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN)
OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS
INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE
WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY
REGULATION S UNDER THE 1933 ACT.
9.2. The Subscriber hereby acknowledges and agrees to the Company making a
notation on its records or giving instructions to the registrar and
transfer agent of the Company in order to implement the restrictions on
transfer set forth and described in this Subscription Agreement.
10. COLLECTION OF PERSONAL INFORMATION
10.1. The Subscriber acknowledges and consents to the fact that the Company is
collecting the Subscriber's personal information for the purpose of
fulfilling this Subscription Agreement and completing the Offering. The
Subscriber's personal information (and, if applicable, the personal
information of those on whose behalf the Subscriber is contracting
hereunder) may be disclosed by the Company to (a) stock exchanges or
securities regulatory authorities, (b) the Company's registrar and
transfer agent, (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.
11. COSTS
11.1. The Subscriber acknowledges and agrees that all costs and expenses
incurred by the Subscriber (including any fees and disbursements of any
special counsel retained by the Subscriber) relating to the purchase of
the Shares shall be borne by the Subscriber.
12. GOVERNING LAW
12.1. This Subscription Agreement is governed by the laws of the State of
Nevada. The Subscriber, in its personal or corporate capacity and, if
applicable, on behalf of each beneficial purchaser for whom it is acting,
irrevocably attorns to the exclusive jurisdiction of the Courts of the
State of Nevada.
13. SURVIVAL
13.1. This Subscription Agreement, including without limitation the
representations, warranties and covenants contained herein, shall survive
and continue in full force and effect and be binding upon the parties
hereto notwithstanding the completion of the purchase of the Shares by the
Subscriber pursuant hereto.
14. ASSIGNMENT
14.1. This Subscription Agreement is not transferable or assignable.
15. SEVERABILITY
15.1. The invalidity or unenforceability of any particular provision of this
Subscription Agreement shall not affect or limit the validity or
enforceability of the remaining provisions of this Subscription
Agreement.
16. ENTIRE AGREEMENT
16.1. Except as expressly provided in this Subscription Agreement and in the
agreements, instruments and other documents contemplated or provided for
herein, this Subscription Agreement contains the entire agreement between
the parties with respect to the sale of the Shares and there are no other
terms, conditions, representations or warranties, whether expressed,
implied, oral or written, by statute or common law, by the Company or by
anyone else.
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 provided by the Subscriber herein and notices to
the Company shall be directed to it at the first page of this Subscription
Agreement.
18. COUNTERPARTS AND ELECTRONIC MEANS
18.1. This Subscription Agreement may be executed in any number of counterparts,
each of which, when so executed and delivered, shall constitute an
original and all of which together shall constitute one instrument.
Delivery of an executed copy of this Subscription Agreement by electronic
facsimile transmission or other means of electronic communication
capable of producing a printed copy will be deemed to be execution and
delivery of this Subscription Agreement as of the date hereinafter set
forth.
BY EXECUTING THIS AGREEMENT, THE SUBSCRIBER CERTIFIES THAT THE SUBSCRIBER AND
ANY BENEFICIAL PURCHASER FOR WHOM THE SUBSCRIBER IS ACTING IS RESIDENT IN THE
JURISDICTION SHOWN BELOW AS THE "ADDRESS OF THE SUBSCRIBER (RESIDENCE)". THE
ADDRESS OF THE SUBSCRIBER WILL BE ACCEPTED BY THE COMPANY AS A REPRESENTATIVE AS
TO THE ADDRESS OF RESIDENCY FOR THE SUBSCRIBER.
IN WITNESS WHEREOF, the undersigned has executed this Agreement this 11th day of
October, 2010.
If an Individual: If a Corporation, Partnership or Other Entity:
/s/ Xxxxxx Xxxxx
Signature Print or Type Name of Entity
Xxxxxx Xxxxx
Print or Type Name Signature of Authorized Signatory
Xxxxxxxxx 0, 00000 Xxx Xxxxxx, Xxxxxxx
Address of Subscriber (residence)
The Subscriber directs the Company to issue, register and deliver the
certificates representing the Shares as follows:
REGISTRATION INSTRUCTIONS: DELIVERY INSTRUCTIONS:
Name to appear on certificate Name and account reference, if applicable
SIN/Tax ID No. Contact name
Address Address
Telephone number
By signing this acceptance, the Company agrees to be bound by all
representations, warranties, covenants and agreements herein.
ACCEPTED this 11th day of October, 2010.
NORTHRIDGE VENTURES LTD.
Per: /s/ Xxxxxxxx Rechia
Xxxxxxxx Rechia
Authorized signatory
