Nevada
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000-54394
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27-1404923
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||
(State or other jurisdiction
|
(Commission File
|
(IRS Employer
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||
of incorporation)
|
Number)
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Identification No.)
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TO:
|
Online Disruptive Technologies, Inc.
(the “
Company
”)
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|
3120 S. Durango Dr. Suite 305,
|
|
Las Vegas, Nevada 89117
|
1.
|
Acknowledgment of Debt
|
2.
|
Subscription and Release
|
3.
|
Documents Required from Subscriber
|
4.
|
Conditions and Closing
|
5.
|
Acknowledgements and Agreements of Subscriber
|
(a)
|
none of the Securities have been or, except as contemplated herein, will be 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, 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 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 Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Securities under the 1933 Act or any other securities legislation;
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(c)
|
the decision to execute this Agreement and acquire the Securities 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;
|
(d)
|
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 Securities 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;
|
(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 all documents, records and books in connection with the distribution of the Securities hereunder have been made available for inspection by the Subscriber, the Subscriber’s lawyer and/or advisor(s);
|
(f)
|
all of the information which the Subscriber has provided to the Company is correct and complete as of the date this Agreement is signed, and if there should be any change in such information prior to this Agreement being executed by the Company, the Subscriber will immediately provide the Company with such information;
|
(g)
|
the Company is entitled to rely on the representations and warranties of the Subscriber contained in this Agreement and the Subscriber will hold harmless the Company from any loss or damage it or they may suffer as a result of the Subscriber’s failure to correctly complete this Agreement;
|
(h)
|
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 Agreement 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;
|
(i)
|
the Subscriber has been advised to consult the Subscriber’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Securities 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 Securities hereunder, and
|
(ii)
|
applicable resale restrictions;
|
(j)
|
the Subscriber acknowledges that, in addition to the other legends that may be required by securities laws, the certificates representing the Shares will bear the following legend:
|
(k)
|
the Company has advised the Subscriber that the Company is relying on an exemption from the requirements to provide the Subscriber with a prospectus to issue the Securities and, as a consequence of acquiring the Securities pursuant to such exemption certain protections, rights and remedies provided by the applicable securities legislation including statutory rights of rescission or damages, will not be available to the Subscriber
;
|
(l)
|
neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of any of the Securities and no documents in connection with the sale of the Securities hereunder have been reviewed by the SEC or any state securities administrators;
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(m)
|
there is no government or other insurance covering any of the Securities; and
|
(n)
|
this Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
|
6.
|
Representations, Warranties and Covenants of the Subscriber
|
(a)
|
the Subscriber is a U.S. Person;
|
(b)
|
the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Agreement;
|
(c)
|
it has the legal capacity and competence to enter into and execute this 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 have been obtained to authorize execution and performance of this Agreement on behalf of the Subscriber;
|
(d)
|
the entering into of this 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 the Subscriber is a corporate entity, 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;
|
(e)
|
the Subscriber has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber;
|
(f)
|
the Subscriber has received and carefully read this Agreement;
|
(g)
|
the Subscriber is acquiring the Securities as principal for investment only and not with a view to resale or distribution;
|
(h)
|
the Subscriber is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
|
(i)
|
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;
|
(j)
|
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;
|
(k)
|
the Subscriber (i) is able to fend for itself; (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 Securities; and (iii) can afford the complete loss of such investment;
|
(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 Securities;
|
(m)
|
the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the Securities 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;
|
(n)
|
others will rely upon the truth and accuracy of the representations and warranties contained in this Section
6.1
and agrees that if such representations and warranties are no longer accurate or have been breached, the Subscriber shall immediately notify the Company;
|
(o)
|
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;
|
(iii)
|
as to the future price or value of any of the Securities; or
|
(iv)
|
that any of the Securities 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 Securities of the Company on any stock exchange or automated dealer quotation system; and
|
(p)
|
the Subscriber has provided to the Company, along with an executed copy of this Agreement:, and such other supporting documentation that the Company or its legal counsel may request to establish the Subscriber’s qualification as a qualified investor.
|
7.
|
Representations and Warranties will be Relied Upon by the Company
|
8.
|
Acknowledgement and Waiver
|
9.
|
Resale Restrictions
|
10.
|
Legending and Registration of Subject Securities
|
11.
|
Collection of Personal Information
|
(a)
|
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 Securities purchased by the Subscriber and the total purchase price paid for such Securities, the prospectus exemption relied on by the Company and the date of distribution of the Securities, and
|
(b)
|
such information is being collected indirectly by the provincial securities commission under the authority granted to it in securities legislation.
|
12.
|
Costs
|
13.
|
Governing Law
|
14.
|
Survival
|
15.
|
Assignment
|
16.
|
Severability
|
17.
|
Entire Agreement
|
18.
|
Notices
|
19.
|
Counterparts and Electronic Means
|
TO:
|
Online Disruptive Technologies, Inc.
(the “
Company
”)
|
|
3120 S. Durango Dr. Suite 305,
|
|
Las Vegas, Nevada 89117
|
1.
|
Acknowledgment of Debt
|
2.
|
Subscription and Release
|
3.
|
Documents Required from Subscriber
|
4.
|
Conditions and Closing
|
5.
|
Acknowledgements and Agreements of Subscriber
|
(a)
|
none of the Securities have been or, except as contemplated herein, will be 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, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S under the 1933 Act (“
Regulation S
”), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case only in accordance with applicable state and provincial securities laws;
|
(b)
|
the Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Securities under the 1933 Act or any other securities legislation;
|
(c)
|
the decision to execute this Agreement and acquire the Securities 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;
|
(d)
|
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 Securities 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;
|
(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 all documents, records and books in connection with the distribution of the Securities hereunder have been made available for inspection by the Subscriber, the Subscriber’s lawyer and/or advisor(s);
|
(f)
|
all of the information which the Subscriber has provided to the Company is correct and complete as of the date this Agreement is signed, and if there should be any change in such information prior to this Agreement being executed by the Company, the Subscriber will immediately provide the Company with such information;
|
(g)
|
the Company is entitled to rely on the representations and warranties of the Subscriber contained in this Agreement and the Subscriber will hold harmless the Company from any loss or damage it or they may suffer as a result of the Subscriber’s failure to correctly complete this Agreement;
|
(h)
|
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 Agreement 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;
|
(i)
|
the Company will refuse to register any transfer 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 the registration requirements of the 1933 Act and in accordance with any other applicable securities laws;
|
(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 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 consents to the placement of a legend on any certificate or other document evidencing any of the Securities 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 Agreement such legend to be substantially as follows:
|
(l)
|
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 Securities and, as a consequence of acquiring the Securities pursuant to such exemption certain protections, rights and remedies provided by the applicable securities legislation including statutory rights of rescission or damages, will not be available to the Subscriber
;
|
(m)
|
the statutory and regulatory basis for the exemption claimed for the offer and sale of the Securities, 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)
|
neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of any of the Securities and no documents in connection with the sale of the Securities hereunder have been reviewed by the SEC or any state securities administrators;
|
(o)
|
there is no government or other insurance covering any of the Securities; and
|
(p)
|
this Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
|
6.
|
Representations, Warranties and Covenants of the Subscriber
|
(a)
|
the Subscriber is not a U.S. Person and the Subscriber is not acquiring the Securities for the account or benefit of, directly or indirectly, any U.S. Person;
|
(b)
|
the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Agreement;
|
(c)
|
it has the legal capacity and competence to enter into and execute this 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 have been obtained to authorize execution and performance of this Agreement on behalf of the Subscriber;
|
(d)
|
the Subscriber is a resident of an International Jurisdiction (which is defined herein to mean a country other than Canada or the United States) and the Subscriber on its own behalf and, if applicable on behalf of others for whom it is hereby acting that:
|
(i)
|
the Subscriber is knowledgeable of, or has been independently advised as to, the International Securities Laws (which is defined herein to mean, in respect of each and every offer or sale of Securities, any securities laws having application to the Purchaser and the purchase of the Securities other than the laws of Canada and the United States and all regulatory notices, orders, rules, regulations, policies and other instruments incidental thereto) which would apply to this subscription, if any;
|
(ii)
|
the Subscriber is purchasing the Securities pursuant to an applicable exemption from any prospectus, registration or similar requirements under the International Securities Laws of that International Jurisdiction, or, if such is not applicable, the Subscriber is permitted to purchase the Securities under the International Securities Laws of the International Jurisdiction without the need to rely on exemptions;
|
(iii)
|
the subscription by the Subscriber does not contravene any of the International Securities Laws applicable to the Subscriber and the Issuer and does not give rise to any obligation of the Issuer to prepare and file a prospectus or similar document or to register the Securities or to be registered with any governmental or regulatory authority;
|
(iv)
|
the International Securities Laws do not require the Issuer to make any filings or seek any approvals of any kind whatsoever from any regulatory authority of any kind whatsoever in the International Jurisdiction; and
|
(v)
|
the Securities are being acquired for investment purposes only and not with a view to resale and distribution, and the distribution of the Securities to the Subscriber by the Issuer complies with all International Securities Laws;
|
(e)
|
the entering into of this 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 the Subscriber is a corporate entity, 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;
|
(f)
|
the Subscriber has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber;
|
(g)
|
the Subscriber has received and carefully read this Agreement;
|
(h)
|
the Subscriber is acquiring the Securities as principal for investment only and not with a view to resale or distribution;
|
(i)
|
the Subscriber is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
|
(j)
|
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;
|
(k)
|
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;
|
(l)
|
the Subscriber (i) is able to fend for itself; (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 Securities; and (iii) can afford the complete loss of such investment;
|
(m)
|
the Subscriber is outside the United States when receiving and executing this Agreement;
|
(n)
|
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 Securities;
|
(o)
|
the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the Securities 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;
|
(p)
|
others will rely upon the truth and accuracy of the representations and warranties contained in this Section
6.1
and agrees that if such representations and warranties are no longer accurate or have been breached, the Subscriber shall immediately notify the Company;
|
(q)
|
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;
|
(iii)
|
as to the future price or value of any of the Securities; or
|
(iv)
|
that any of the Securities 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 Securities of the Company on any stock exchange or automated dealer quotation system; and
|
(r)
|
the Subscriber has provided to the Company, along with an executed copy of this Agreement:, and such other supporting documentation that the Company or its legal counsel may request to establish the Subscriber’s qualification as a qualified investor.
|
7.
|
Representations and Warranties will be Relied Upon by the Company
|
8.
|
Acknowledgement and Waiver
|
9.
|
Resale Restrictions
|
10.
|
Legending and Registration of Subject Securities
|
11.
|
Collection of Personal Information
|
(a)
|
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 Securities purchased by the Subscriber and the total purchase price paid for such Securities, the prospectus exemption relied on by the Company and the date of distribution of the Securities, and
|
(b)
|
such information is being collected indirectly by the provincial securities commission under the authority granted to it in securities legislation.
|
12.
|
Costs
|
13.
|
Governing Law
|
14.
|
Survival
|
15.
|
Assignment
|
16.
|
Severability
|
17.
|
Entire Agreement
|
18.
|
Notices
|
19.
|
Counterparts and Electronic Means
|
TO:
|
Online Disruptive Technologies, Inc.
(the “
Company
”)
|
|
3120 S. Durango Dr. Suite 305,
|
|
Las Vegas, Nevada 89117
|
1.
|
Acknowledgment of Debt
|
2.
|
Subscription and Release
|
3.
|
Documents Required from the Consultants
|
4.
|
Conditions and Closing
|
5.
|
Acknowledgements and Agreements of the
Consultants
|
(a)
|
none of the Securities have been or, except as contemplated herein, will be 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, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S under the 1933 Act (“
Regulation S
”), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case only in accordance with applicable state and provincial securities laws;
|
(b)
|
the Consultants acknowledge that the Company has not undertaken, and will have no obligation, to register any of the Securities under the 1933 Act or any other securities legislation;
|
(c)
|
the Consultants represent and warrant that the Consultants satisfy one of the categories of registration and prospectus exemptions provided in National Instrument 45-106 (“
NI 45-106
”) adopted by the Ontario Securities Commission (the “
BCSC
”) and other provincial securities commissions;
|
(d)
|
the decision to execute this Agreement and acquire the Securities 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;
|
(e)
|
the Consultants and the Consultants’ advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the distribution of the Securities 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;
|
(f)
|
the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Consultants during reasonable business hours at its principal place of business, and all documents, records and books in connection with the distribution of the Securities hereunder have been made available for inspection by the Consultants, the Consultants’ lawyer and/or advisor(s);
|
(g)
|
all of the information which the Consultants have provided to the Company is correct and complete as of the date this Agreement is signed, and if there should be any change in such information prior to this Agreement being executed by the Company, the Consultants will immediately provide the Company with such information;
|
(h)
|
the Company is entitled to rely on the representations and warranties of the Consultants contained in this Agreement and the Consultants will hold harmless the Company from any loss or damage it or they may suffer as a result of the Consultants’ failure to correctly complete this Agreement;
|
(i)
|
the Consultants 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 Consultants contained in this Agreement or in any document furnished by the Consultants to the Company in connection herewith being untrue in any material respect or any breach or failure by the Consultants to comply with any covenant or agreement made by the Consultants to the Company in connection therewith;
|
(j)
|
the Company will refuse to register any transfer 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 the registration requirements of the 1933 Act and in accordance with any other applicable securities laws;
|
(k)
|
the Consultants have been advised to consult the Consultants’ own legal, tax and other advisors with respect to the merits and risks of an investment in the Securities 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 Consultants are resident in connection with the distribution of the Securities hereunder, and
|
(ii)
|
applicable resale restrictions;
|
(l)
|
the Consultants consent to the placement of a legend on any certificate or other document evidencing any of the Securities 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 Agreement such legend to be substantially as follows:
|
(m)
|
the Company has advised the Consultants that the Company is relying on an exemption from the requirements to provide the Consultants with a prospectus to issue the Securities and, as a consequence of acquiring the Securities pursuant to such exemption certain protections, rights and remedies provided by the applicable securities legislation of Quebec including statutory rights of rescission or damages, will not be available to the Consultants
;
|
(n)
|
the statutory and regulatory basis for the exemption claimed for the offer and sale of the Securities, 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;
|
(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 and no documents in connection with the sale of the Securities hereunder have been reviewed by the SEC or any state securities administrators;
|
(p)
|
there is no government or other insurance covering any of the Securities; and
|
(q)
|
this Agreement is not enforceable by the Consultants unless it has been accepted by the Company.
|
6.
|
Representations, Warranties and Covenants of the Consultants
|
(a)
|
the Consultants are not U.S. Persons and _______________________ is not acquiring the Securities for the account or benefit of, directly or indirectly, any U.S. Person;
|
(b)
|
the Consultants are resident in the jurisdiction set out under the heading “Name and Address of Consultants” on the signature page of this Agreement;
|
(c)
|
the Consultants have the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if either of the Consultants are a corporate entity, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals have been obtained to authorize execution and performance of this Agreement on behalf of the Consultants;
|
(d)
|
the entering into of this 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 either of the Consultants are a corporate entity, the constating documents of, the Consultants or of any agreement, written or oral, to which the Consultants may be a party or by which the Consultants are or may be bound;
|
(e)
|
the Consultants have duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Consultants enforceable against the Consultants;
|
(f)
|
the Consultants have received and carefully read this Agreement;
|
(g)
|
_______________________ is acquiring the Securities as principal for investment only and not with a view to resale or distribution;
|
(h)
|
the Consultants are 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 Consultants have 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;
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(j)
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the Consultants (i) have adequate net worth and means of providing for its current financial needs and possible personal contingencies, (ii) have no need for liquidity in this investment, and (iii) are able to bear the economic risks of an investment in the Securities for an indefinite period of time;
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(k)
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the Consultants (i) are able to fend for themselves; (ii) have such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Securities; and (iii) can afford the complete loss of such investment;
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(l)
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the Consultants are outside the United States when receiving and executing this Agreement;
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(m)
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the Consultants are not an underwriter of, or dealer in, the common shares of the Company, nor are the Consultants participating, pursuant to a contractual agreement or otherwise, in the distribution of the Securities;
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(n)
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the Consultants are not aware of any advertisement of any of the Securities and is not acquiring the Securities 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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(o)
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others will rely upon the truth and accuracy of the representations and warranties contained in this Section
6.1
and agrees that if such representations and warranties are no longer accurate or have been breached, the Consultants shall immediately notify the Company;
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(p)
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no person has made to the Consultants any written or oral representations:
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(i)
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that any person will resell or repurchase any of the Securities;
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(ii)
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that any person will refund the purchase price of any of the Securities;
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(iii)
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as to the future price or value of any of the Securities; or
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(iv)
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that any of the Securities 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 Securities of the Company on any stock exchange or automated dealer quotation system; and
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(q)
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the Consultants have provided to the Company, along with an executed copy of this Agreement:, and such other supporting documentation that the Company or its legal counsel may request to establish the Consultants’ qualification as a qualified investor.
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7.
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Canadian Resale Restriction
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8.
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Representations and Warranties will be Relied Upon by the Company
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9.
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Acknowledgement and Waiver
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10.
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Resale Restrictions
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11.
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Legending and Registration of Subject Securities
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12.
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Collection of Personal Information
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(a)
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the Company may deliver to a provincial securities commission and/or the SEC certain personal information pertaining to the Consultants, including such Consultants’ full name, residential address and telephone number, the number of shares or other securities of the Company owned by the Consultants, the number of Securities purchased by the Consultants and the total purchase price paid for such Securities, the prospectus exemption relied on by the Company and the date of distribution of the Securities,
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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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13.
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Costs
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14.
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Governing Law
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15.
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Survival
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16.
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Assignment
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17.
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Severability
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18.
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Entire Agreement
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19.
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Notices
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20.
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Counterparts and Electronic Means
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________________________________________________________________________ | _______________________________________________________________________________ | |
(Name of Subscriber – Please type or print)
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(Name of Subscriber – Please type or print)
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(Signature and, if applicable, Office)
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(Signature and, if applicable, Office)
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(Address of Subscriber)
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(Address of Subscriber)
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(City, State or Province, Postal Code of Subscriber)
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(City, State or Province, Postal Code of Subscriber)
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(Country of Subscriber)
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(Country of Subscriber)
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(Email Address)
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(Email Address)
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(Telephone Number)
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(Telephone Number)
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