EXHIBIT 99.3
SCHEDULE "B"
PURCHASER'S REPRESENTATIONS, WARRANTIES AND COVENANTS
This is Schedule "B" to the subscription agreement (the "Agreement") relating to
the purchase of promissory notes and warrants of WaveRider Communications Inc.
Terms used herein and not otherwise defined shall have the meaning ascribed
thereto in the Agreement or in Schedule "A" thereto.
The Purchaser represents and warrants to the Company, as representations and
warranties that are true as of the date of the Agreement and as of the Closing
Date (with the acknowledgement that the representations and warranties of the
Purchaser contained herein shall survive the termination of all or part of the
Agreement), that:
(a) Authorization and Effectiveness. If the Purchaser is a corporation, the
Purchaser is a valid and subsisting corporation, has the necessary
corporate capacity and authority to execute and deliver the Agreement
and to observe and perform its covenants and obligations hereunder and
has taken all necessary corporate action in respect thereof. If the
Purchaser is a partnership, syndicate or other form of unincorporated
organization, the Purchaser has the necessary legal capacity and
authority to execute and deliver the Agreement and to observe and
perform its covenants and obligations hereunder and has obtained all
necessary approvals in respect thereof. If the Purchaser is a natural
person, he or she has attained the age of majority and is legally
competent to execute the Agreement and to take all actions required
pursuant thereto.
Whether the Purchaser is a natural person or a corporation, partnership
or other entity, upon acceptance by the Company, the Agreement will
have been duly executed and delivered and will constitute a legal,
valid and binding contract of the Purchaser, and any beneficial
purchaser for whom it is purchasing, enforceable against the Purchaser
and any such beneficial purchaser in accordance with its terms.
(b) Residence. The Purchaser is a resident of the jurisdiction referred to
under "Address of Purchaser" on the second page of this Agreement,
which address is the residence or place of business of the Purchaser
not created or used solely for the purpose of acquiring the Units.
(c) Investment Intent. The Purchaser is acquiring the Units to be held for
investment only and not with a view to immediate resale or distribution
and will not resell or otherwise transfer or dispose of the Notes or
the Warrants comprising the Units except in accordance with the
provisions of the Securities Laws and the U.S. Securities Act.
(d) Not an Investment Club. Neither the Purchaser nor any party on whose
behalf it is acting is an investment club.
(e) Not Created to Purchase Without a Prospectus. Neither the Purchaser nor
any party on whose behalf it is acting has been created or is being
used primarily to permit the purchase of the Units without a prospectus
in reliance on an exemption from the prospectus requirements of
applicable securities legislation.
(f) No Solicitations or Advertising. The Purchaser is not purchasing the
Units as a result of any general solicitation or general advertising,
including any advertisement, of the securities in printed public media,
radio, television or telecommunications, including electronic display.
(g) No Prospectus or Offering Memorandum. No prospectus or offering
memorandum within the meaning of the Securities Laws has been delivered
to the Purchaser (and, if applicable, others for whom it is contracting
hereunder) in connection with the Offering.
(h) Investment Suitability; ___ Access to Information. ___ The Purchaser
has such knowledge and experience in financial and business affairs as
to be capable of evaluating the merits and risks of the investment
hereunder in the Units and is able to bear the economic risk of loss of
such investment. The Purchaser acknowledges that the Purchaser has had
access to such financial and other information and has had the
opportunity to ask questions of and receive answers from the Company as
the Purchaser deems necessary in connection with the Purchaser's
decision to purchase the Units.
(i) Qualifying Province. If the Purchaser is a resident of or otherwise
subject to the Securities Laws of a Qualifying Province, the Purchaser
is purchasing the Units as principal for the Purchaser's own account,
and not for the benefit of any other person, and:
(1) is an employee, officer or director of the Company and the
participation of the Purchaser in the purchase of the Units is
voluntary; or
(2) the Purchaser is purchasing a sufficient number of Units such
that the aggregate acquisition cost to the Purchaser of such
Units is not less than Cdn$150,000 (if subject to the
securities legislation of the Province of Ontario), or
Cdn$97,000 (if subject to the securities legislation of the
Province of British Columbia) and, if not an individual, the
Purchaser has also complied with applicable Securities Laws
and acknowledges that the Purchaser has not been provided with
any documentation prepared primarily for delivery and review
by prospective investors so as to assist those investors to
make an investment decision in respect of the Units; and that
the Purchaser has not been provided with any future oriented
financial information concerning the Company.
(j) Agent for Disclosed Principal. If the Purchaser is acting as agent for
a disclosed principal, each beneficial Purchaser for the Units for whom
the Purchaser is acting is purchasing as principal for its own account
and not for the benefit of any other person and the Purchaser is an
agent with due and proper authority to execute this Agreement and all
other documentation in connection with the subscription for the Notes
on behalf of the beneficial Purchasers and this Agreement has been duly
authorized, executed and delivered by or on behalf of, and constitutes
a legal, valid and binding agreement of, the disclosed principal, and
each such beneficial Purchaser is subscribing for a sufficient number
of Units such that the aggregate acquisition cost to such beneficial
Purchaser for such Units is not less than Cdn$150,000 (if subject to
the securities legislation of the Province of Ontario), or Cdn$97,000
(if subject to the securities legislation of the Province of British
Columbia) and, if not an individual, the Purchaser has also complied
with applicable Securities Laws.
(k) Trust or Agent for an Undisclosed Principal. If the Purchaser is
subscribing for Units as trustee or as agent for a principal which is
undisclosed or identified by account number only, this Agreement has
been duly authorized, executed and delivered by, and constitutes a
legal, valid and binding agreement of, the undersigned acting in such
capacity, and:
(1) (i) if subject to applicable securities legislation of
the Province of British Columbia, the Purchaser is:
(a) a trust company or an insurance company
authorized to carry on business in British
Columbia or under the laws of any other
Province in Canada purchasing as an agent or
trustee for accounts that are fully managed
by the Purchaser and the aggregate
acquisition cost of such Units is not less
than Cdn$97,000, or
(b) a portfolio manager registered or exempted
from registration under the Securities Act
(British Columbia) or under the laws of any
other Province of Canada purchasing as agent
for accounts that are fully managed by the
Purchaser and the aggregate acquisition cost
of such Units is not less than Cdn$97,000;
(ii) if subject to applicable securities legislation of
the Province of Ontario, the Purchaser is:
(a) a trust company registered under the Loan
and Trust Corporations Act (Ontario) and is
subscribing for the Units as trustee or as
agent for accounts that are fully managed by
the Purchaser, or
(b) a portfolio advisor subscribing for the
Units on behalf of a fully managed account
in accordance with Ontario Securities
Commission Rule 45-504; or
(2) Each beneficial Purchaser for the Units for whom the Purchaser
is acting is an individual or corporation and is purchasing as
principal for its own account, and not for the benefit of any
other person, and is purchasing a sufficient number of Units
such that the beneficial Purchaser's aggregate acquisition
cost of such Units is not less than Cdn$150,000 (if subject to
the securities legislation of the Province of Ontario), or
Cdn$97,000 (if subject to the securities legislation of the
Province of British Columbia).
(l) Purchaser Resident in British Columbia. If the Purchaser is resident in
British Columbia, the Purchaser is:
(1) an individual who qualifies to purchase Units pursuant to one
or more of the criteria listed in paragraphs (b), (c), (d) or
(e) of Section 5 of the Form 45-903F1 attached hereto as
Schedule "C" and is able to evaluate the risks and merits of
an investment in Units because of his or her financial,
business or investment experience; or
(2) a corporation, all of the voting securities of which are
beneficially owned by one or more of a senior officer or
director of the Company, or an affiliate of the Company, or a
spouse, parent, brother, sister or child of a senior officer
or director of the Company, or an affiliate of the Company.
(m) Notification to Purchaser Resident in British Columbia. If the
Purchaser is a resident of the Province of British Columbia, then the
Purchaser is hereby notified that:
(1) with respect to a sale by the Purchaser of any of the Notes or
Warrants (or with respect to a sale by the Purchaser of the
Common Shares into which such Warrants are exercisable), the
Purchaser must file with the British Columbia Securities
Commission (i) a report in the form required under the British
Columbia Securities Commission's blanket order ruling #95/17 -
"In the Matter of the Legending of Certificates" (the "Initial
Trade Report"), or (ii) the report required under the laws of
the jurisdiction in which the Company carries on business or
which the Company is incorporated, organized or continued,
provided that the report requires substantially the same
information as required in the Initial Trade Report (the
"Purchaser's Report"), within 10 days of the initial trade of
the Notes or Warrants (or the Common Shares into which such
Warrants are exercisable), by the Purchaser; and
(2) where the Purchaser has filed an Initial Trade Report or a
Purchaser's Report with respect to any Notes or Warrants (or
Common Shares into which such Warrants are exercisable), the
Purchaser is not required to file a further report in respect
of additional trades of Notes or Warrants (or Common Shares
into which such Warrants are exercisable) acquired on the same
date and under the same exemptions as the Notes or Warrants
(or Common Shares into which such Warrants are exercisable)
that are the subject of the Initial Trade Report or the
Purchaser's Report.
(n) Forms to be Filed on Behalf of Purchasers Resident in British Columbia.
If the Purchaser is subject to applicable securities legislation of the
Province of British Columbia and is purchasing Units under paragraph
above, or is an individual purchasing Units under paragraph (i)(2)
above, the Purchaser has executed and delivered with this Agreement a
Form 45-903F1 in the form set out in Schedule "C", if the Purchaser is
an individual, and the Purchaser agrees that such form may be filed
with the British Columbia Securities Commission together with such
other documentation as may be required.
(o) Accredited Investor. If the Purchaser is a U.S. Person, the Purchaser
acknowledges that he would come within the following categories of
"accredited investor" under Rule 501(a) of Regulation D of the
Securities and Exchange Commission promulgated under the U.S.
Securities Act (Please check all applicable spaces):
_____ (i) His or her net worth exceeds US$1,000,000
(may include spouse's net worth).
_____ (ii) His or her individual income
in each of the two immediately previous years has
been more than US$200,000 and his or her current
year's income is reasonably expected to be more than
US$200,000, or his or her joint income with spouse in
each of the two immediately previous years has been
more than US$300,000 and his or her current year's
joint income is reasonably expected to be more than
US$300,000.
_____ (iii) We are a trust with total assets of more than
US$5,000,000, not formed for the specific purpose of
acquiring the Units, whose purchase is being directed
by an investor who, either alone or with his
purchaser representative(s), has such knowledge and
experience in financial affairs and business matters
that he is capable of evaluating the merits and risks
of the prospective investments.
______ (iv) We are an organization described in Section
501(c)(3) of the Internal Revenue Code, a
corporation, a Massachusetts or similar business
trust, or a partnership, not formed for the specific
purpose of acquiring the securities, with total
assets in excess of US$5,000,000.
______ (v) We are a corporation or partnership and
each and every one of our equity owners falls into at
least one of the above categories.
______ (vi) A director or executive officer of the Company.
(p) Risk. The Purchaser acknowledges that (i) it has been called to his
attention in connection with his investment in the Company that such
investment is speculative in nature and involves a high degree of risk,
(ii) he is aware that the Company has a limited operating history and a
history of losses, and (iii) he is aware that there is substantial
doubt of the Company's ability to continue as a going concern if it
cannot raise additional funds.
(q) Acceptance in Whole or in Part. The Purchaser understands that this
subscription may be accepted or rejected in whole or in part by the
Company in its sole and absolute discretion.
(r) Irrevocable Subscription. The Purchaser understands that this
subscription is irrevocable, except that he shall have no obligations
hereunder in the event that this subscription is for any reason
rejected or the Offering is for any reason cancelled.
(s) No Minimum Offering. The Purchaser understands that there is no
guarantee that the Company will be able to sell any Units, and that
there is no minimum number of Units that the Company must sell in order
to complete the Offering.
(t) No Regulatory Review. The Purchaser understands that neither the
Securities Regulators nor any federal or state agency has passed upon
or made any recommendation or endorsement of an investment in the Units
or the underlying Notes and Warrants.
(u) Notice of Change to Representations and Warranties. The Purchaser
acknowledges that he will notify the Company immediately, and in any
event prior to the date this Agreement is accepted by the Company, if
any event occurs which would materially affect any of the above
representations or warranties.
SCHEDULE "C"
Form 45-903F1 - Acknowledgement of Individual Purchaser
Securities Act
1. I have agreed to purchase from WaveRider Communications Inc. (the
"Issuer") ______________ [number of units] units (the "Securities") of
the Issuer.
2. I am purchasing the Securities as principal and, on closing of the
agreement of purchase and sale, I will be the beneficial owner of the
Securities.
3. I [circle one] have / have not received an offering memorandum
describing the Issuer and the Securities.
4. I acknowledge that:
(a) no securities commission or similar regulatory authority has
reviewed or passed on the merits of the Securities, and
(b) there is no government or other insurance covering the
Securities, and
(c) I may lose all of my investment, and
(d) there are restrictions on my ability to resell the Securities
and it is my responsibility to find out what those
restrictions are and to comply with them before selling the
Securities, and
(e) I will not receive a prospectus that the British Columbia
Securities Act (the "Act") would otherwise require be given to
me because the Issuer has advised me that it is relying on a
prospectus exemption, and
(f) because I am not purchasing the Securities under a prospectus,
I will not have the civil remedies that would otherwise be
available to me, and
(g) the Issuer has advised me that it is using an exemption from
the requirement to sell through a dealer registered under the
Act, except purchases referred to in paragraph 5(g), and as a
result I do not have the benefit of any protection that might
have been available to me by having a dealer act on my behalf.
5. I also acknowledge that: [circle one]
(a) I am purchasing Securities that have an aggregate acquisition
cost of $97,000 or more, or
(b) my net worth, or my net worth jointly with my spouse at the
date of the agreement of purchase and sale of the security, is
not less than $400,000, or
(c) my annual net income before tax is not less than $75,000, or
my annual net income before tax jointly with my spouse is not
less than $125,000, in each of the two most recent calendar
years, and I reasonably expect to have annual net income
before tax of not less than $75,000 or annual net income
before tax jointly with my spouse of not less than $125,000 in
the current calendar year, or
(d) I am registered under the Act, or
(e) I am a spouse, parent, brother, sister or child of a senior
officer or director of the Issuer, or of an affiliate of the
Issuer, or
(f) I am a close personal friend of a senior officer or director
of the Issuer, or of an affiliate of the Issuer, or
(g) I am purchasing securities under section 128(c) ($25,000 -
registrant required) of the Rules, and I have spoken to
of
--------------------------- --------------------------------
(Name of Registered (Name of Registered Individual's
Individual) Registered Dealer)
who advised me that they are registered to trade or advise in
the Securities and that the purchase of the Securities is a
suitable investment for me.
6. If I am an individual referred to in paragraph 5(b), 5(c), or 5(d), I
acknowledge that, on the basis of information about the Securities
furnished by the Issuer, I am able to evaluate the risks and merits of
the Securities because: [circle one]
(a) of my financial, business or investment experience, or
(b) I received advice from
of
--------------------------- --------------------------------
(Name of Registered (Name of Registered Individual's
Individual) Registered Adviser/Dealer)
Who advised me that they are:
(i) registered to advise, or exempted from the
requirement to be registered to advise, in respect of
the Securities, and
(ii) not an insider of, or in a special relationship with,
the Issuer.
The statements made in this report are true.
DATED this _____ day of ____________________, 2001.
--------------------------------
Signature of Purchaser
--------------------------------
Name of Purchaser
--------------------------------
Address of Purchaser
