Exhibit 10.1
NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
(THE "SUBSCRIPTION AGREEMENT") RELATES HAVE BEEN REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY U.S. STATE
SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE
UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS.
FALCONRIDGE OIL TECHNOLOGIES CORP.
PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
ACCREDITED INVESTORS
INSTRUCTIONS TO PURCHASER
1. THIS SUBSCRIPTION FORM is for use by United States Accredited Investors and
non-US investors.
2. COMPLETE the information on page 2 of this Subscription Agreement.
3. COMPLETE the Questionnaire on page 16 to this Subscription Agreement for
non-US investors.
4. If a US resident, COMPLETE the Questionnaire attached on page 11.
5. All other information must be filled in where appropriate.
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PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
TO: FALCONRIDGE OIL TECHNOLOGIES CORP. (the "ISSUER")
Subject and pursuant to the terms set out in the Terms on page 3 of this
Subscription Agreement, the General Provisions on pages 5 to 10 of this
Subscription Agreement and the other schedules and appendices attached which are
hereby incorporated by reference, the Purchaser hereby irrevocably subscribes
for, and on Closing will purchase from the Issuer, the following securities at
the following price:
_____________________ Common Shares
USD$1.50 per Shares for a total purchase price of USD$___________
The Purchaser owns, directly or indirectly, the following securities of the
Issuer:
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[CHECK IF APPLICABLE] The Purchaser is an affiliate of the Issuer or a
professional advisor of the Issuer.
The Purchaser directs the Issuer 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
----------------------------------- -----------------------------------------
Account reference if applicable Contact name
----------------------------------- -----------------------------------------
Address Address
----------------------------------- -----------------------------------------
Telephone Number
EXECUTED BY THE PURCHASER THIS DAY OF , 2014. BY EXECUTING THIS SUBSCRIPTION
AGREEMENT, THE PURCHASER CERTIFIES THAT THE PURCHASER AND ANY BENEFICIAL
PURCHASER FOR WHOM THE PURCHASER IS ACTING IS RESIDENT IN THE JURISDICTION SHOWN
AS THE "ADDRESS OF PURCHASER".
WITNESS: EXECUTION BY PURCHASER:
X
----------------------------------- -------------------------------------------
Signature of Witness Signature of individual (if Purchaser IS
an individual)
X
----------------------------------- -------------------------------------------
Name of Witness Authorized signatory (if Purchaser is
NOT an individual)
----------------------------------- -------------------------------------------
Address of Witness Name of Purchaser (PLEASE PRINT)
----------------------------------- -------------------------------------------
Name of authorized signatory (PLEASE PRINT)
Accepted this __ day of
_____________, 2014 -------------------------------------------
FALCONRIDGE OIL TECHNOLOGIES CORP. Address of Purchaser (residence)
-------------------------------------------
Per: *Telephone Number
----------------------------------- -------------------------------------------
Authorized Signatory *E-mail address
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*Social Security/Insurance No./Gov ID No.:
*Required from all Purchasers
By signing this acceptance, the Issuer agrees to be bound by the Terms beginning
on page 3 of this Subscription Agreement, the General Provisions on pages 5 to
10 of this Subscription Agreement and the other schedules and appendices
incorporated by reference. IF FUNDS ARE DELIVERED TO THE ISSUER'S LAWYERS, THEY
ARE AUTHORIZED TO RELEASE THE FUNDS TO THE ISSUER without further authorization
from the Purchaser.
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TERMS
Reference date of this
Subscription Agreement ____________________, 2014 (the "AGREEMENT DATE")
THE OFFERING
The Issuer Falconridge Oil Technologies Corp. (the "ISSUER")
Offering The offering consists of common shares of the
Issuer (the "SHARES" or the "SECURITIES") at $1.50
per Share.
Purchased Securities The "PURCHASED SECURITIES" under this Subscription
Agreement are Shares.
Offering Restrictions This offering is not subject to any minimum
offering.
Issue Price USD$1.50 per Share.
Selling Jurisdictions The Shares may only be sold in jurisdictions where
they may be lawfully sold (the "SELLING
JURISDICTIONS") including, without limitation, all
provinces of Canada, but excluding the Province of
Quebec.
Securities Exemptions The offering will be made in accordance with the
following prospectus registration exemptions:
(a) the Accredited Investor exemption as defined by
Regulation D promulgated under the 1933 Act; or
(b) the exemption afforded by Regulation S of the
1933 Act for offerings of securities in an offshore
transaction to persons who are not U.S. persons;
and
(c) the Accredited Investor exemption defined in
Canadian National Instrument 45-106; or
with the approval of the Issuer, such other
exemptions as may be available pursuant to the
securities laws of the Selling Jurisdictions.
Closing Date On such date determined by the Issuer in its sole
discretion.
Resale restrictions and
legends The Purchaser acknowledges that the certificates
representing the Purchased Securities will bear the
following legends:
FOR US PURCHASERS:
"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE "1933 ACT"). THESE
SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED ONLY PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT OR: (A)
TO THE ISSUER, (B) OUTSIDE THE UNITED STATES IN
COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE
1933 ACT, (C) IN COMPLIANCE WITH THE EXEMPTION FROM
THE REGISTRATION REQUIREMENTS UNDER THE 1933 ACT
PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND
IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS, OR (D) WITH THE PRIOR CONSENT OF THE ISSUER,
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IN A TRANSACTION T HAT DOES NOT REQUIRE
REGISTRATION UNDER THE 1933 ACT OR ANY APPLICABLE
STATE SECURITIES LAWS, AND THE HOLDER HAS FURNISHED
TO THE ISSUER AN OPINION TO SUCH EFFECT FROM
COUNSEL OF RECOGNIZED STANDING REASONABLY
SATISFACTORY TO THE ISSUER PRIOR TO SUCH OFFER,
SALE, PLEDGE OR TRANSFER."
FOR NON-U.S. PURCHASERS:
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.
Purchasers are advised to consult with their own
legal counsel or advisors to determine the resale
restrictions that may be applicable to them.
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GENERAL PROVISIONS
1. DEFINITIONS
1.1 In the Subscription Agreement (including the first (cover) page, the Terms
on page 3 and 4, these General Provisions and the other schedules,
questionnaires and appendices incorporated by reference), the following words
have the following meanings unless otherwise indicated:
(a) "1933 ACT" means the United States Securities Act of 1933, as amended;
(b) "APPLICABLE LEGISLATION" means all applicable legislation incorporated
in the definition of this term in other parts of the Subscription
Agreement, together with the regulations and rules made and
promulgated under that legislation and all administrative policy
statements, blanket orders and rulings, notices and other
administrative directions issued by the Commissions to the Issuer;
(c) "CLOSING" means the completion of the sale and purchase of the
Purchased Securities;
(d) "CLOSING DATE" means the date on determined by the Issuer in its sole
discretion;
(e) "CLOSING YEAR" means the calendar year in which the Closing takes
place;
(f) "COMMISSIONS" means the Commissions with Jurisdiction over the Issuer
(as defined below) and the securities commissions incorporated in the
definition of this term in other parts of the Subscription Agreement;
(g) "FINAL CLOSING" means the last Closing under the Private Placement;
(h) "GENERAL PROVISIONS" means those portions of the Subscription
Agreement headed "GENERAL PROVISIONs" and contained on pages 5 to 10;
(i) "PRIVATE PLACEMENT" means the offering of the Shares on the terms and
conditions of this Subscription Agreement;
(j) "PURCHASED SECURITIES" has the meaning assigned in the Terms;
(k) "REGULATORY AUTHORITIES" means the Commissions;
(l) "SECURITIES" has the meaning assigned in the Terms;
(m) "SUBSCRIPTION AGREEMENT" means the first (cover) page, the Terms on
pages 3 to 4, the General Provisions and the other schedules and
appendices incorporated by reference; and
(n) "TERMS" means those portions of the Subscription Agreement headed
"Terms" and contained on pages 3 to 4.
1.2 In the Subscription Agreement, the following terms have the meanings defined
in Regulation S under the 1933 Act: "DIRECTED SELLING EFFORTS", "FOREIGN
ISSUER", "OFFSHORE", "SUBSTANTIAL U.S. MARKET INTEREST", "U.S. PERSON" and
"UNITED STATES".
1.3 In the Subscription Agreement, unless otherwise specified, currencies are
indicated in U.S. dollars.
1.4 In the Subscription Agreement, other words and phrases that are capitalized
have the meanings assigned to them in the body hereof.
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2. ACKNOWLEDGEMENTS, REPRESENTATIONS AND WARRANTIES OF PURCHASER
2.1 ACKNOWLEDGEMENTS CONCERNING OFFERING
The Purchaser acknowledges that:
(a) the Securities have not been registered under 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 securities laws;
(b) the Issuer 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, or in a transaction not subject to, the
registration requirements of the 1933 Act;
(c) the Issuer has not undertaken, and will have no obligation, to
register any of the Securities under the 1933 Act;
(d) 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 Issuer and such decision is based entirely upon a review
of information (the "ISSUER INFORMATION") which has been provided by
the Issuer to the Purchaser. If the Issuer has presented a business
plan or any other type of corporate profile to the Purchaser, the
Purchaser acknowledges that the business plan, the corporate profile
and any projections or predictions contained in any such documents may
not be achieved or be achievable;
(e) the Purchaser and the Purchaser's advisor(s) have had a reasonable
opportunity to ask questions of and receive answers from the Issuer
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
Issuer Information, or any business plan, corporate profile or any
other document provided to the Purchaser;
(f) the books and records of the Issuer were available upon reasonable
notice for inspection, subject to certain confidentiality
restrictions, by the Purchaser 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 Purchaser, the Purchaser's attorney and/or advisor(s);
(g) by execution hereof the Purchaser has waived the need for the Issuer
to communicate its acceptance of the purchase of the Shares pursuant
to this Subscription Agreement;
(h) the Issuer is entitled to rely on the representations and warranties
and the statements and answers of the Purchaser contained in this
Subscription Agreement and in the Questionnaire, and the Purchaser
will hold harmless the Issuer from any loss or damage it may suffer as
a result of the Purchaser's failure to correctly complete this
Subscription Agreement or the Questionnaire;
(i) the Purchaser will indemnify and hold harmless the Issuer 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
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or threatened) arising out of or based upon any representation or
warranty of the Purchaser contained herein, the Questionnaire or in
any other document furnished by the Purchaser to the Issuer in
connection herewith, being untrue in any material respect or any
breach or failure by the Purchaser to comply with any covenant or
agreement made by the Purchaser to the Issuer in connection therewith;
(j) the issuance and sale of the Shares to the Purchaser will not be
completed if it would be unlawful or if, in the discretion of the
Issuer acting reasonably, it is not in the best interests of the
Issuer;
(k) the Purchaser has been advised to consult its 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 in any way responsible) for
compliance with applicable resale restrictions;
(l) the Securities are not listed on any stock exchange or automated
dealer quotation system and no representation has been made to the
Purchaser that any of the Securities will become listed on any stock
exchange or automated dealer quotation system;
(m) neither the SEC nor any other securities commission or similar
regulatory authority has reviewed or passed on the merits of the
Securities ;
(n) no documents in connection with this Offering 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 Subscription Agreement is not enforceable by the Purchaser unless
it has been accepted by the Issuer, and the Purchaser acknowledges and
agrees that the Issuer reserves the right to reject any Subscription
for any reason.
2.2 REPRESENTATIONS BY THE PURCHASER
The Purchaser represents and warrants to the Issuer that, as at the Agreement
Date and at the Closing:
(a) the Purchaser is resident at the address indicated on page 2 hereof;
(b) the Purchaser has received and carefully read this Subscription
Agreement;
(c) the Purchaser 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 Purchaser 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 Purchaser;
(d) the Purchaser (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 Shares for an
indefinite period of time, and can afford the complete loss of such
investment;
(e) the Purchaser is aware that an investment in the Issuer is speculative
and involves certain risks, including the possible loss of the
investment;
(f) 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
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constating documents of, the Purchaser, or of any agreement, written
or oral, to which the Purchaser may be a party or by which the
Purchaser is or may be bound;
(g) the Purchaser has duly executed and delivered this Subscription
Agreement and it constitutes a valid and binding agreement of the
Purchaser enforceable against the Purchaser;
(h) the Purchaser 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 Shares and the Issuer, and the
Purchaser is providing evidence of such knowledge and experience in
these matters through the information requested in the Questionnaire;
(i) the Purchaser understands and agrees that the Issuer and others will
rely upon the truth and accuracy of the acknowledgements,
representations 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 Purchaser shall promptly notify the Issuer;
(j) all information contained in the Questionnaire is complete and
accurate and may be relied upon by the Issuer, and the Purchaser will
notify the Issuer immediately of any material change in any such
information occurring prior to the Closing of the purchase of the
Securities ;
(k) the Purchaser 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 Purchaser has not subdivided his interest in the Shares with
any other person;
(l) the Purchaser is not an underwriter of, or dealer in, the common
shares of the Issuer, nor is the Purchaser participating, pursuant to
a contractual agreement or otherwise, in the distribution of the
Securities ;
(m) the Purchaser has made an independent examination and investigation of
an investment in the Shares and the Issuer and has depended on the
advice of its legal and financial advisors and agrees that the Issuer
will not be responsible in anyway whatsoever for the Purchaser's
decision to invest in the Shares and the Issuer;
(n) if the Purchaser is acquiring the Shares as a fiduciary or agent for
one or more investor accounts, the investor accounts for which the
Purchaser acts as a fiduciary or agent satisfy the definition of an
"Accredited Investor", as the term is defined under Regulation D of
the 1933 Act;
(o) if the Purchaser is acquiring the Shares as a fiduciary or agent for
one or more investor accounts, the Purchaser has sole investment
discretion with respect to each such account, and the Purchaser has
full power to make the foregoing acknowledgements, representations and
agreements on behalf of such account;
(p) the Purchaser 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; and
(q) no person has made to the Purchaser 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;
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(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 Issuer on any stock exchange or automated
dealer quotation system.
2.3 RELIANCE, INDEMNITY AND NOTIFICATION OF CHANGES
The representations and warranties in the Subscription Agreement (including the
first (cover) page, the Terms, the General Provisions and the other schedules
and appendices incorporated by reference) are made by the Purchaser with the
intent that they be relied upon by the Issuer in determining its suitability as
a purchaser of Purchased Securities, and the Purchaser hereby agrees to
indemnify the Issuer against all losses, claims, costs, expenses and damages or
liabilities which any of them may suffer or incur as a result of reliance
thereon. The Purchaser undertakes to notify the Issuer immediately of any change
in any representation, warranty or other information relating to the Purchaser
set forth in the Subscription Agreement (including the first (cover) page, the
Terms, the General Provisions and the other schedules and appendices
incorporated by reference) which takes place prior to the Closing.
2.4 SURVIVAL OF REPRESENTATIONS AND WARRANTIES
The representations and warranties contained in this Section will survive the
Closing.
3. ISSUER'S ACCEPTANCE
The Subscription Agreement, when executed by the Purchaser, and delivered to the
Issuer, will constitute a subscription for Shares which will not be binding on
the Issuer until accepted by the Issuer by executing the Subscription Agreement
in the space provided on the face page(s) of the Agreement and, notwithstanding
the Agreement Date, if the Issuer accepts the subscription by the Purchaser, the
Subscription Agreement will be entered into on the date of such execution by the
Issuer.
4. CLOSING
4.1 On or before the end of the business day before the Closing Date, the
Purchaser will deliver to the Issuer the Subscription Agreement and all
applicable schedules and required forms, duly executed, and payment in full for
the total price of the Purchased Securities to be purchased by the Purchaser.
4.2 At Closing, the Issuer will deliver to the Purchaser the certificates
representing the Purchased Securities purchased by the Purchaser registered in
the name of the Purchaser or its nominee, or as directed by the Purchaser.
5. MISCELLANEOUS
5.1 The Purchaser agrees to sell, assign or transfer the Securities only in
accordance with the requirements of applicable securities laws and any legends
placed on the Securities as contemplated by the Subscription Agreement.
5.2 The Purchaser hereby authorizes the Issuer to correct any minor errors in,
or complete any minor information missing from any part of the Subscription
Agreement and any other schedules, forms, certificates or documents executed by
the Purchaser and delivered to the Issuer in connection with the Private
Placement.
5.3 The Issuer may rely on delivery by fax machine of an executed copy of this
subscription, and acceptance by the Issuer of such faxed copy will be equally
effective to create a valid and binding agreement between the Purchaser and the
Issuer in accordance with the terms of the Subscription Agreement.
5.4 Without limitation, this subscription and the transactions contemplated by
this Subscription Agreement are conditional upon and subject to the Issuer's
having obtained such regulatory approval of this subscription and the
transactions contemplated by this Subscription Agreement as the Issuer considers
necessary.
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5.5 This Subscription Agreement is not assignable or transferable by either
party hereto without the express written consent of the other party to this
Subscription Agreement.
5.6 Time is of the essence of this Subscription Agreement.
5.7 Except as expressly provided in this Subscription Agreement and in the
agreements, instruments and other documents contemplated or provided for in this
Subscription Agreement, this Subscription Agreement contains the entire
agreement between the parties with respect to the Securities and there are no
other terms, conditions, representations or warranties whether expressed,
implied, oral or written, by statute, by common law, by the Issuer, or by anyone
else.
5.8 The parties to this Subscription Agreement may amend this Subscription
Agreement only in writing.
5.9 This Subscription Agreement enures to the benefit of and is binding upon the
parties to this Subscription Agreement and their successors and permitted
assigns.
5.10 A party to this Subscription Agreement will give all notices to or other
written communications with the other party to this Subscription Agreement
concerning this Subscription Agreement by hand or by registered mail addressed
to the address given on page 2.
5.11 This Subscription Agreement is to be read with all changes in gender or
number as required by the context.
5.12 This Subscription Agreement will be governed by and construed in accordance
with the internal laws of Ontario (without reference to its rules governing the
choice or conflict of laws), and the parties hereto irrevocably attorn and
submit to the exclusive jurisdiction of the courts of Ontario with respect to
any dispute related to this Subscription Agreement.
End of General Provisions
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UNITED STATES
ACCREDITED INVESTOR QUESTIONNAIRE
All capitalized terms herein, unless otherwise defined, have the meanings
ascribed thereto in the Subscription Agreement.
This Questionnaire is for use by each Purchaser who is a US person (as that term
is defined Regulation S of the United States Securities Act of 1933 (the "1933
Act")) and has indicated an interest in purchasing Shares of the Issuer. The
purpose of this Questionnaire is to assure the Issuer that each Purchaser will
meet the standards imposed by the 1933 Act and the appropriate exemptions of
applicable state securities laws. The Issuer will rely on the information
contained in this Questionnaire for the purposes of such determination. The
Securities will not be registered under the 1933 Act in reliance upon the
exemption from registration afforded by Section 3(b) and/or Section 4(2) and
Regulation D of the 1933 Act. This Questionnaire is not an offer of the
Securities or any other securities of the Issuer in any state other than those
specifically authorized by the Issuer.
All information contained in this Questionnaire will be treated as confidential.
However, by signing and returning this Questionnaire, each Purchaser agrees
that, if necessary, this Questionnaire may be presented to such parties as the
Issuer deems appropriate to establish the availability, under the 1933 Act or
applicable state securities law, of exemption from registration in connection
with the sale of the Securities hereunder.
The Purchaser covenants, represents and warrants to the Issuer that it satisfies
one or more of the categories of "Accredited Investors", as defined by
Regulation D promulgated under the 1933 Act, as indicated below: (Please initial
in the space provide those categories, if any, of an "Accredited Investor" which
the Purchaser satisfies.)
____ Category 1 An organization described in Section 501(c)(3) of the United
States Internal Revenue Code, a corporation, a Massachusetts
or similar business trust or partnership, not formed for the
specific purpose of acquiring the Securities, with total
assets in excess of US $5,000,000.
____ Category 2 A natural person whose individual net worth, or joint net
worth with that person's spouse (excluding their primary
residence), on the date of purchase exceeds US $1,000,000.
____ Category 3 A natural person who had an individual income in excess of
US $200,000 in each of the two most recent years or joint
income with that person's spouse in excess of US $360,000 in
each of those years and has a reasonable expectation of
reaching the same income level in the current year.
____ Category 4 A "bank" as defined under Section (3)(a)(2) of the 1933 Act
or savings and loan association or other institution as
defined in Section 3(a)(5)(A) of the 1933 Act acting in its
individual or fiduciary capacity; a broker dealer registered
pursuant to Section 15 of the SECURITIES EXCHANGE ACT OF
1934 (United States); an insurance Issuer as defined in
Section 2(13) of the 1933 Act; an investment Issuer
registered under the INVESTMENT ISSUER ACT OF 1940 (United
States) or a business development Issuer as defined in
Section 2(a)(48) of such Act; a Small Business Investment
Issuer licensed by the U.S. Small Business Administration
under Section 361(c) or (d) of the SMALL BUSINESS INVESTMENT
ACT OF 1958 (United States); a plan with total assets in
excess of $5,000,000 established and maintained by a state,
a political subdivision thereof, or an agency or
instrumentality of a state or a political subdivision
thereof, for the benefit of its employees; an employee
benefit plan within the meaning of the EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974 (United States) whose investment
decisions are made by a plan fiduciary, as defined in
Section 3(21) of such Act, which is either a bank, savings
and loan association, insurance Issuer or registered
investment adviser, or if the employee benefit plan has
total assets in excess of $5,000,000, or, if a self-directed
plan, whose investment decisions are made solely by persons
that are accredited investors.
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____ Category 5 A private business development Issuer as defined in Section
202(a)(22) of the INVESTMENT ADVISERS ACT OF 1940 (United
States).
____ Category 6 A director or executive officer of the Issuer.
____ Category 7 A trust with total assets in excess of $5,000,000, not
formed for the specific purpose of acquiring the Securities,
whose purchase is directed by a sophisticated person as
described in Rule 506(b)(2)(ii) under the 1933 Act.
____ Category 8 An entity in which all of the equity owners satisfy the
requirements of one or more of the foregoing categories.
Note that prospective Purchaser claiming to satisfy one of the above categories
of Accredited Investor may be required to supply the Issuer with a balance
sheet, prior years' federal income tax returns or other appropriate
documentation to verify and substantiate the Purchaser's status as an Accredited
Investor.
If the Purchaser is an entity which initialled Category 8 in reliance upon the
Accredited Investor categories above, state the name, address, total personal
income from all sources for the previous calendar year, and the net worth
(exclusive of home, home furnishings and personal automobiles) for each equity
owner of the said entity:
PURCHASER'S ACKNOWLEDGEMENTS. The Purchaser acknowledges and agrees (on its own
behalf and, if applicable, on behalf of each beneficial purchaser for whom the
Purchaser is contracting hereunder) with the Issuer, the U.S. Affiliates and the
Agents (which acknowledgements and agreements shall survive the Closing) that:
(a) no agency, governmental authority, regulatory body, stock exchange or
other entity has made any finding or determination as to the merit for
investment of, nor have any such agencies or governmental authorities,
regulatory bodies, stock exchanges or other entities made any
recommendation or endorsement with respect to, the Securities;
(b) the sale and delivery of the Securities is conditional upon such sale
being exempt from the prospectus filing and registration requirements,
and being exempt from the requirement to deliver an offering
memorandum in connection with the distribution of the Securities under
the applicable securities laws or upon the issuance of such orders,
consents or approvals as may be required to permit such sale without
the requirement of filing a prospectus or registration statement;
(c) none of the Securities have been or will be registered under the 1933
Act or the securities laws of any state and the Securities may not be
offered or sold, directly or indirectly, in the United States to, or
for the account or benefit of, a U.S. Person or a person in the United
States unless registered under the 1933 Act and the securities laws of
all applicable states or unless an exemption from such registration
requirements is available, and the Issuer has no obligation or present
intention of filing a registration statement under the U.S. Securities
Act in respect of any of the Securities ;
(d) the Purchaser may not offer, sell or transfer the Securities within
the United States or to, or for the account or benefit of, a U.S.
Person, unless the Securities are registered under the 1933 Act and
the securities laws of all applicable states or an exemption from such
registration requirements is available;
(e) the acquisition of the Securities has not been made through or as a
result of any "general solicitation or general advertising" (as such
terms are used in Rule 502(c) of Regulation D) the distribution of the
Securities has not been accompanied by any advertisement, including,
without limitation, in printed public media, radio, television or
telecommunications, including electronic display, or as part of a
general solicitation;
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(f) the Issuer is relying on an exemption from the requirements to provide
the Purchaser with a prospectus or registration statement and to sell
securities through a person or Issuer registered to sell securities
under the securities laws or other applicable securities legislation
and, as a consequence of acquiring Securities pursuant to this
exemption, certain protections, rights and remedies provided by the
securities laws or other applicable securities legislation including
statutory rights of rescission or damages, will not be available to
the Purchaser; and
(g) no person has made to the Purchaser any written or oral
representations:
(i) that any person will resell or repurchase the Securities ;
(ii) that any person will refund the purchase price of the Securities;
or
(iii) as to the future price or value of any of the Securities.
REPRESENTATIONS, WARRANTIES AND COVENANTS. The Purchaser hereby represents and
warrants to, and covenants with the Issuer which representations, warranties and
covenants shall survive the Closing, that as at the execution date of
certificate and the Closing Date:
(a) it acknowledges that the Issuer has not filed a prospectus or
registration statement with any of the securities regulators or any
other securities commission or similar authority in connection with
the distribution of the Securities and that:
(i) the Purchaser is restricted from using most of the civil remedies
available under the applicable securities laws;
(ii) the Purchaser may not receive information that would otherwise be
required to be provided to him under the applicable securities
laws;
(iii)the Purchaser is relieved from certain obligations that it would
otherwise be required to give if it provided a prospectus or
registration statement under the applicable securities laws; and
(iv) the issuance and sale of the Securities to the Purchaser is
subject to the sale being exempt from the prospectus and
registration requirements of the applicable securities laws.
(b) the Purchaser further acknowledges that:
(i) no securities commission or similar regulatory authority has
reviewed or passed on the merits of the Securities;
(ii) there is no government or other insurance covering the
Securities; (iii) there are risks associated with the purchase of
the Securities; and
(iv) there are restrictions on the Purchaser's (or beneficial
purchaser's, if applicable) ability to re-sell the Securities and
it is the responsibility of the Purchaser to find out what those
restrictions are and to comply with them before selling the
Securities;
(c) if required by applicable Securities Laws, and any other applicable
law the Purchaser will execute, deliver, file and otherwise assist the
Issuer in filing such reports, undertakings and other documents with
respect to the issuance of the Securities as may be required.
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(d) The Purchaser understands that the Securities are restricted
securities (as defined in Rule 144 under the 1933 Act) and agrees that
if it decides to offer, sell or otherwise transfer the Securities, it
will not offer, sell or otherwise transfer any of such securities
directly or indirectly, unless:
(i) the transfer is to the Issuer;
(ii) The transfer is outside the United States in a transaction
meeting the requirements of Rule 904 of Regulation S under the
1933 Act ("REGULATION S") and in compliance with applicable local
laws and regulations of the jurisdiction(s) in which such sale is
made;
(iii)the transfer is made pursuant to the exemption from t he
registration requirements under the 1933 Act provided by Rule 144
thereunder, if available, and in accordance with applicable state
securities laws; or
(iv) the Securities are transferred in a transaction that does not
require registration under the 1933 Act or any applicable state
securities laws, and the Purchaser has prior to such sale
furnished to the Issuer an opinion of counsel of recognized
standing or other evidence of exemption, in either case
reasonably satisfactory to the Issuer; and
(e) the Purchaser understands and acknowledges that upon the issuance
thereof, and until such time as the same is no longer required under
the applicable requirements of the 1933 Act or applicable U.S. state
securities laws and regulations, the certificates representing the
Securities, and all securities issued in exchange therefore or in
substitution thereof, will bear a legend in substantially the
following form:
"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE "1933 ACT"). THESE SECURITIES
MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT OR: (A) TO
THE ISSUER, (B) OUTSIDE THE UNITED STATES IN
COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE
1933 ACT, (C) IN COMPLIANCE WITH THE EXEMPTION FROM
THE REGISTRATION REQUIREMENTS UNDER THE 1933 ACT
PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN
ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR
(D) WITH THE PRIOR CONSENT OF THE ISSUER, IN A
TRANSACTION T HAT DOES NOT REQUIRE REGISTRATION UNDER
THE 1933 ACT OR ANY APPLICABLE STATE SECURITIES LAWS,
AND THE HOLDER HAS FURNISHED TO THE ISSUER AN OPINION
TO SUCH EFFECT FROM COUNSEL OF RECOGNIZED STANDING
REASONABLY SATISFACTORY TO THE ISSUER PRIOR TO SUCH
OFFER, SALE, PLEDGE OR TRANSFER."
[THIS PART LEFT INTENTIONALLY BLANK]
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The Purchaser hereby certifies that the information contained in this
Questionnaire is complete and accurate and the Purchaser will notify the Issuer
promptly of any change in any such information. If this Questionnaire is being
completed on behalf of a corporation, partnership, trust or estate, the person
executing on behalf of the Purchaser represents that it has the authority to
execute and deliver this Questionnaire on behalf of such entity.
IN WITNESS WHEREOF, the undersigned has executed this Questionnaire as of the
_____ day of __________________, 2014.
If a Corporation, Partnership or If an Individual:
Other Entity:
----------------------------------- -----------------------------------
Print of Type Name of Entity Signature
----------------------------------- -----------------------------------
Signature of Authorized Signatory Print or Type Name
----------------------------------- -----------------------------------
Type of Entity Social Security/Tax I.D. No.
15
DECLARATION OF REGULATION S ELIGIBILITY
Regulation S of the United States Securities Act of 1933, as amended
("SECURITIES ACT") is available for the use of non-U.S. Persons only. This
Declaration must be answered fully and returned to FALCONRIDGE TECHNOLOGIES
CORP. (the "COMPANY") to ensure the Company is in compliance with the Securities
Act in connection with the proposed acquisition of securities of the Company
(the "SECURITIES") by the Shareholder (as defined below). All information will
be held in the strictest confidence and used only to determine investor status.
No information will be disclosed other than as required by law or regulation,
other demand by proper legal process or in litigation involving the Company or
its affiliates, controlling persons, officers, directors, partners, employees,
shareholders, attorneys or agents.
I, ____________________________ (the "SHAREHOLDER"), HEREBY AFFIRM AND DECLARE
THAT:
1. The Shareholder is not a "US Person," as such term is defined in Rule
902(k) of Regulation S which, without restricting the generality of such
definition, includes
(a) a natural person resident in the United States,
(b) a partnership or corporation organized or incorporated under the laws
of the United States,
(c) an estate of which any executor or administrator is a U.S. Person,
(d) a trust of which any trustee is a U.S. Person,
(e) a non-discretionary account or similar account (other than an estate
or trust) held by a dealer or other fiduciary for the benefit of a
U.S. Person,
(f) a discretionary account or similar account (other than an estate or
trust) held by a dealer or other fiduciary organized, incorporated or
(if an individual) resident in the United States, and
(g) a partnership or corporation if
(i) organized or incorporated under the laws of any foreign
jurisdiction, and
(ii) formed by a U.S. Person principally for the purpose of investing
in securities not registered under the 1933 Act, unless it is
organized or incorporated, and owned, by `Accredited Investors'
who are not natural persons, estates or trusts..
2. The Shareholder is not purchasing the Securities for the benefit of a US
Person.
3. The Shareholder is not purchasing the Securities in the name of a company
incorporated in the United States of America or for the benefit of a
company incorporated in the United States of America.
4. The Shareholder is not purchasing the Securities in its capacity as trustee
for a U.S.-based trust.
5. The Shareholder is not purchasing the securities in its capacity as an
executor or administrator of the estate of a U.S. resident.
6. The Shareholder is not a U.S. resident purchasing the Securities through a
brokerage account located outside of the United States of America, nor is
it using a non-U.S. brokerage account to purchase the Securities for the
benefit of individuals or corporate entities resident within the United
States of America.
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7. The Shareholder is not purchasing the Securities as part of a transaction
or series of transactions that, although in technical compliance with the
provisions of Regulation S, is part of a plan or scheme to evade the
registration provisions of the Securities Act and will not engage in
hedging transactions involving the Securities unless such transactions are
in compliance with the Securities Act.
8. The Shareholder is purchasing the Securities as an investment and not with
a view towards resale.
9. It has been called to the Shareholder's attention that this investment
involves a high degree of risk, and no assurances are or have been made
regarding the economic advantages, if any, which may inure to its benefit.
The economic benefit from an investment in the Securities depends on the
ability of the Company to successfully conduct its business activities. The
accomplishment of such goals in turn depends on many factors beyond the
control of the Company or its management. Accordingly, the suitability for
any particular investor in the Securities will depend upon, among other
things, such investor's investment objectives and such investor's ability
to accept speculative risks, including the risk of a total loss of
investment in the Securities. The Shareholder's advisor(s), if any, and the
Shareholder have carefully reviewed and understand the risk of, and other
considerations relating to, an investment in the securities.
10. The Shareholder is able to bear the economic risks of this investment, is
able to hold the Securities for an indefinite period of time, and has
sufficient net worth to sustain a loss of the entire investment in the
Company in the event such loss should occur.
11. The Company has answered all inquiries that the Shareholder has made of it
concerning the Company or any other matters relating to the business and
proposed operation of the Company and the offer and sale of the Securities.
12. The Shareholder will offer, sell or otherwise transfer the Securities only
(A) pursuant to a registration statement that has been declared effective
under the Securities Act, (B) pursuant to offers and sales that occur
outside the United States within the meaning of Regulation S in a
transaction meeting the requirements of Rule 904 (or other applicable Rule)
under the Securities Act, or (C) pursuant to another available exemption
from the registration requirements of the Securities Act, subject to the
Company's right prior to any offer, sale or transfer pursuant to clauses
(B) or (C) to require the delivery of an opinion of counsel, certificates
or other information reasonably satisfactory to the Company for the purpose
of determining the availability of an exemption.
13. To the Shareholder's knowledge, without having made any independent
investigation, neither the Company nor any person acting for the Company,
has conducted any "directed selling efforts" in the United States as the
term "directed selling efforts" is defined in Rule 902 of Regulation S,
which, in general, means any activity undertaken for the purpose of, or
that could reasonably be expected to have the effect of, conditioning the
marketing in the United States for any of the securities being offered.
Such activity includes, without limitation, the mailing of printed material
to investors residing in the United States, the holding of promotional
seminars in the United States, and the placement of advertisements with
radio or television stations broadcasting in the United States or in
publications with a general circulation in the United States, which discuss
the offering of the securities. To the Shareholder's knowledge, without
having made any independent investigation, the securities were not offered
to it through, and the Shareholder is not aware of, any form of general
solicitation or general advertising, including without limitation, (i) any
advertisement, article, notice or other communication published in any
newspaper, magazine or similar media or broadcast over television or radio,
and (ii) any seminar or meeting whose attendees have been invited by any
general solicitation or general advertising.
14. The Shareholder is permitted to purchase the Securities under the laws of
its home jurisdiction.
15. The Shareholder has been independently advised as to the applicable holding
period imposed in respect of the Securities by securities legislation in
the jurisdiction in which it resides and confirms that no representation
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has been made respecting the applicable holding periods for the Securities
in such jurisdiction and is aware of the risks and other characteristics of
the Securities and of the fact that holders of such Securities may not be
able to resell such Securities except in accordance with applicable
securities legislation and regulatory policy.
16. The Shareholder understands that if it knowingly and willingly makes false
statements as to eligibility to purchase or resell securities under
Regulation S, it may become subject to civil and criminal proceedings being
taken by the United States Securities and Exchange Commission.
17. The Shareholder has no present intention of becoming, a resident of the
United States (defined as being any natural person physically present
within the United States for at least 183 days in a 12-month consecutive
period or any entity who maintained an office in the United States at any
time during a 12-month consecutive period). The Shareholder understands
that the Company may rely upon the representations and warranty of this
paragraph as a basis for an exemption from registration of the securities
under the Securities Act, and the provisions of relevant state securities
laws.
DATED: _____________________, 2014
The Shareholder
------------------------------------
Signature
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(Please print name)
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