Subscriber Information
_________________________________________________________________
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Shares to be Purchased
_________________________________________________________________ |
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(Name of Subscriber)
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(Number of Shares)
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Account Reference (if applicable): __________________________________
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X
_______________________________________________________________
(Signature of Subscriber – if the Subscriber is an Individual) |
Total Subscription Price: ____________________________________________
(the “
Subscription Amount
”, plus wire fees if applicable)
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_________________________________________________________________
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(Signature of Authorized Signatory – if the Subscriber is not an Individual)
_________________________________________________________________
(Name and Title of Authorized Signatory – if the Subscriber is not an Individual)
_________________________________________________________________
(SIN, SSN, or other Tax Identification Number of the Subscriber)
_________________________________________________________________
(Subscriber’s Address, including postal or zip code)
_________________________________________________________________
_________________________________________________________________
(Telephone Number) (Email Address)
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Please complete if purchasing as agent or trustee for a principal (beneficial purchaser) (a “Disclosed Principal”) and not purchasing as trustee or agent for accounts fully managed by it.
_________________________________________________________________
(Name of Disclosed Principal)
_________________________________________________________________
(Address of Disclosed Principal)
_________________________________________________________________
(Account Reference, if applicable)
_________________________________________________________________
(SIN, SSN, or other Tax Identification Number of Disclosed Principal)
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Register the Shares as set forth below:
_________________________________________________________________
(Name to Appear on Share Certificate)
_________________________________________________________________
(Account Reference, if applicable)
_________________________________________________________________
(Address, including postal or zip code)
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Deliver the Shares as set forth below:
_________________________________________________________________
(Attention - Name)
_________________________________________________________________
(Account Reference, if applicable)
_________________________________________________________________
(Street Address, including postal or zip code –
no PO Boxes permitted
)
_________________________________________________________________
(Telephone Number)
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1.
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Subscription
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2.
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Payment
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(a)
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this Agreement;
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(b)
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the Canadian Investor Questionnaire (the “
Questionnaire
”) attached as Exhibit A that starts on page 14, along with any additional evidence that may be requested by the Issuer to verify the information provided in the Questionnaire; and
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(c)
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such other supporting documentation that the Issuer or the Issuer’s Counsel may request to establish the Subscriber’s qualification as a qualified investor,
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4.
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Conditions and Closing
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(a)
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the Issuer having obtained all necessary approvals and consents, including regulatory approvals for the Offering;
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(b)
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the issue and sale of the Shares being exempt from the requirement to file a prospectus and the requirement to deliver an offering memorandum under applicable securities laws relating to the sale of the Shares, or the Issuer having received such orders, consents or approvals as may be required to permit such sale without the requirement to file a prospectus or deliver an offering memorandum; and
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(c)
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the Issuer having obtained approval of the Toronto Stock Exchange for the Offering.
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5.
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Acknowledgements and Agreements of the Subscriber
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(a)
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none of the Shares have been or will be registered under the United States
Securities Act of 1933
, as amended, (the “
1933 Act
”), or under any 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 any U.S. Person (as defined in Section 6.2), except in accordance with the provisions of Regulation S under the 1933 Act (“
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, provincial and foreign securities laws;
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(b)
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the Issuer has not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act or any other securities legislation;
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(c)
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the Issuer will refuse to register the transfer of any of the Shares to a U.S. Person not made pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in each case in accordance with applicable laws;
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(d)
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the decision to execute this Agreement and acquire the Shares has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Issuer and such decision is based entirely upon a review of any public information which has been filed by the Issuer with any Canadian provincial securities commissions and the United States Securities and Exchange Commission (collectively, the “
Public Record
”);
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(e)
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the Issuer and others will rely upon the truth and accuracy of the acknowledgements, representations, warranties, covenants and agreements of the Subscriber contained in this Agreement and the Questionnaire and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Subscriber will promptly notify the Issuer;
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(f)
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there are risks associated with the purchase of the Shares, as more fully described in the Issuer’s periodic disclosure forming part of the Public Record;
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(g)
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the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Issuer 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 Issuer;
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(h)
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a portion of this Offering may be sold pursuant to an agreement between the Issuer and one or more agents registered in accordance with applicable securities laws, in which case the Issuer will pay a fee and/or compensation securities on terms as set out in such agency agreement;
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(i)
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finder’s fees or broker’s commissions may be payable by the Issuer to finders who introduce subscribers to the Issuer;
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(j)
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the books and records of the Issuer 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, its legal counsel and/or its advisor(s);
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(k)
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all of the information which the Subscriber has provided to the Issuer is correct and complete, and if there should be any change in such information prior to the Closing, the Subscriber will immediately notify the Issuer, in writing, of the details of any such change;
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(l)
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the Issuer is entitled to rely on the representations and warranties of the Subscriber contained in this Agreement and the Questionnaire and the Subscriber will hold harmless the Issuer from any loss or damage it or they may suffer as a result of the Subscriber’s failure to correctly complete this Agreement or the Questionnaire;
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(m)
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the Subscriber has been advised to consult the Subscriber’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions, and it is solely responsible (and the Issuer is not in any way responsible) for compliance with:
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(i)
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any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Shares hereunder, and
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(ii)
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applicable resale restrictions;
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(n)
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there may be material tax consequences to the Subscriber of an acquisition or disposition of the Shares and the Issuer gives no opinion and makes no representation to the Subscriber with respect to the tax consequences to the Subscriber under federal, state, provincial, local or foreign tax laws that may apply to the Subscriber’s acquisition or disposition of the Shares;
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(o)
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(p)
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the Issuer has advised the Subscriber that the Issuer 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 provincial securities laws and other applicable securities laws, and, as a consequence of acquiring the Shares pursuant to such exemption, certain protections, rights and remedies provided by applicable securities laws (including the various provincial securities acts), including statutory rights of rescission or damages, will not be available to the Subscriber;
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(q)
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no securities commission or similar regulatory authority has reviewed or passed on the merits of any of the Shares;
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(r)
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there is no government or other insurance covering any of the Shares; and
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(s)
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this Agreement is not enforceable by the Subscriber unless it has been accepted by the Issuer and the Issuer reserves the right to reject this Subscription for any reason whatsoever.
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(a)
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the Subscriber is resident in the jurisdiction set out on page 1 of this Agreement;
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(b)
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if the Subscriber is resident outside of Canada or the United States:
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(i)
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the Subscriber is knowledgeable of, or has been independently advised as to, the applicable securities laws having application in the jurisdiction in which the Subscriber is resident (the “
International Jurisdiction
”) which would apply to the offer and sale of the Shares,
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(ii)
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the Subscriber is purchasing the Shares pursuant to exemptions from prospectus or equivalent requirements under applicable laws or, if such is not applicable, the Subscriber is permitted to purchase the Shares under the applicable securities laws of the International Jurisdiction without the need to rely on any exemptions,
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(iii)
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the applicable securities laws of the International Jurisdiction do not require the Issuer to make any filings or seek any approvals of any kind from any securities regulator of any kind in the International Jurisdiction in connection with the offer, issue, sale or resale of any of the Shares,
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(iv)
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the purchase of the Shares by the Subscriber does not trigger:
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A.
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any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase in the International Jurisdiction, or
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B.
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any continuous disclosure reporting obligation of the Issuer in the International Jurisdiction, and
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(v)
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the Subscriber will, if requested by the Issuer, deliver to the Issuer 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 Issuer, acting reasonably;
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(d)
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the Subscriber 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 by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on behalf of the Subscriber;
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(e)
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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 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;
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(f)
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the Subscriber has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber;
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(g)
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the Subscriber has received and carefully read this Agreement;
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(h)
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the Subscriber is aware that an investment in the Issuer is speculative and involves certain risks, including those risks disclosed in the Public Record and the possible loss of the entire Subscription Amount;
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(i)
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the Subscriber has made an independent examination and investigation of an investment in the Shares and the Issuer and agrees that the Issuer will not be responsible in any way for the Subscriber’s decision to invest in the Shares and the Issuer;
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(j)
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the Subscriber is not an underwriter of, or dealer in, any of the Shares, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;
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(k)
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the Subscriber is not aware of any advertisement of any of the Shares and is not acquiring the Shares as a result of any form of general solicitation or general advertising, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media, or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising;
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(l)
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no person has made to the Subscriber any written or oral representations:
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(i)
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that any person will resell or repurchase any of the Shares,
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(ii)
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that any person will refund the purchase price of any of the Shares, or
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(iii)
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as to the future price or value of any of the Shares;
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(m)
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the funds representing the Subscription Amount will not represent proceeds of crime for the purposes of the
Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act
(the “
PATRIOT Act
”) and the Subscriber acknowledges that the Issuer may in the future be required by law to disclose the Issuer’s name and other information relating to this Agreement and the Subscription, on a confidential basis, pursuant to the PATRIOT Act; and
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(n)
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no portion of the Subscription Amount to be provided by the Subscriber: (i) has been or will be derived from or related to any activity that is deemed criminal under the laws of the United States of America, or any other jurisdiction, or (ii) is being tendered on behalf of a person or entity who has not been identified to or by the Subscriber, and (iii) the Subscriber shall promptly notify the Issuer if the Subscriber discovers that any of such representations ceases to be true and will provide the Issuer with appropriate information in connection therewith.
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7.
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Representations and Warranties will be Relied Upon by the Issuer
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8.
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Acknowledgement and Waiver
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9.
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Legending and Registration of Subject Securities
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10.
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Collection of Personal Information
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(b)
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such information is being collected indirectly by the Commissions under the authority granted to them in applicable securities laws;
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(c)
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such information is being collected for the purposes of the administration and enforcement of applicable securities laws; and
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(d)
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the Subscriber may contact the following public official in Ontario with respect to questions about the Ontario Securities Commission’s indirect collection of such information at the following address and telephone number:
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11.
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Costs
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12.
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Governing Law
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13.
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Survival
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14.
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Assignment
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15.
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Severability
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16.
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Entire Agreement
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17.
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Notices
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18.
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Execution of Subscription Agreement and Electronic Means
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19.
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Counterparts
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20.
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Exhibits
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21.
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Indemnity
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(i) |
is purchasing the Shares as principal (or deemed principal under the terms of National Instrument 45-106 –
Prospectus Exemptions
adopted by the Canadian Securities Administrators (“
NI 45-106
”));
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(ii) | (A) | is resident in or is subject to the laws of one of the following (check one): |
(B) |
☐
is resident in a country other than Canada or the United States; and
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(iii) |
I.
MINIMUM AMOUNT INVESTMENT
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(i)
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the Subscriber is not an individual as that term is defined in applicable Canadian securities laws,
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(i)
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the Subscriber is purchasing the Shares as principal for its own account and not for the benefit of any other person,
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(ii)
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the Shares have an acquisition cost to the Subscriber of not less than $150,000, payable in cash at the Closing, and
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(iii)
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the Subscriber was not created and is not being used solely to purchase or hold securities in reliance on the prospectus exemption provided under Section 2.10 of NI 45-106, it pre-existed the Offering and has a bona fide purpose other than investment in the Shares.
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