All Purchasers. The Purchaser represents and certifies to the Corporation that the Purchaser is (tick one or more of the following boxes):
All Purchasers. If you, or any beneficial purchaser for whom you are contracting, are resident in, or are otherwise subject to the Securities Laws of a jurisdiction of Canada, then either of paragraph 4B(a) or 4B(b) applies to you:
All Purchasers. 1. All Purchasers must complete all the information on pages 1 and 2, and sign where indicated on page 2, of this Subscription Agreement.
All Purchasers o All Purchasers must complete all the information in the boxes on pages 3 to 4 and sign where indicated . The purpose of the form is to determine whether you meet the standards for participation in a private placement under NI 45-106 (as defined herein).
All Purchasers o All Purchasers must complete all the information in the boxes on pages 3 to 4 and sign where indicated. The purpose of the form is to determine whether you meet the standards for participation in a private placement under NI 45-106 (as defined herein). Canadian Purchasers All Purchasers resident in Canada must complete either Schedule “A” or Schedule “B” Schedule A - “Accredited Investors” o All Purchasers resident in Canada purchasing as “Accredited Investors” must complete and sign the Accredited Investor Certificate for All Accredited Investors attached hereto as Schedule “A”. o Purchasers relying on exemption (j) (k) or (l) of the Accredited Investor Certificate for All Accredited Investors, must also complete and sign the Individual Accredited Investor Risk Acknowledgement Form attached hereto as Appendix “1” to Schedule “A”. Schedule B - “Family, Friends and Business Associates” o Purchasers resident in Canada purchasing as "Family, Friends and Business Associates" must complete Schedule B - Qualified Investor Certificate on pages B-1 to B-2 including, if resident in Ontario, Appendix 1 to Schedule B or if resident in Saskatchewan, Appendix 2 to Schedule "B".
All Purchasers. Each Purchaser severally represents that it is purchasing the Notes as principal for its own account or for one or more separate accounts maintained by such Purchaser or for the account of one or more pension or trust funds on behalf of which its purchase is deemed to be as principal under applicable securities legislation, for investment purposes, and not with a view to the distribution thereof, provided that the disposition of such Purchaser’s or their property shall at all times be within such Purchaser’s or their control. Each such Purchaser understands that the distribution of the Notes has not been qualified by a prospectus under Canadian federal or provincial securities laws and may be transferred or resold (including by pledge or hypothecation) in Canada only in compliance with applicable Canadian federal and provincial securities laws, and that the Company is not required to qualify their distribution in Canada. Each such Purchaser has been advised to consult its own legal advisors with respect to applicable re-sale restrictions and it will comply with all applicable securities legislation concerning any re-sale of the Notes. Each such Purchaser is knowledgeable, sophisticated and experienced in business and financial matters; it has previously invested in securities similar to the Notes (but issued by other Persons); and it (or, if it is purchasing for a managed account, such account on behalf of which such Purchaser is acting) is able to bear the economic risk of its investment in the Notes and is presently able to afford the complete loss of such investment; it (or, if it is purchasing for a managed account, such account on behalf of which such Purchaser is acting) is an “accredited investor” as such term is defined in National Instrument 45-106 and it acknowledges it has been afforded sufficient access to information about the Trust and its Subsidiaries and their financial condition and business sufficient to enable it to evaluate its investment in the Notes. The Purchasers acknowledge that the Notes shall bear a legend substantially in the following form: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND HAS NOT BEEN QUALIFIED UNDER ANY APPLICABLE CANADIAN SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE U.S. FEDERAL AND STATE SECURITIES LAWS, CANADIAN SECURITIES LAWS OR APPLI...
All Purchasers. All Purchaser information in the boxes on pages 2 and 3. HAVE YOU COMPLETED THIS SUBSCRIPTION AGREEMENT PROPERLY? The following items in this Subscription Agreement must be completed as directed. (Please initial or xxxx "N/A" in each box, as applicable) Delivery of Subscription Agreement A completed and originally executed copy of this Subscription Agreement and all applicable schedules and exhibits hereto must be delivered by no later than 4:00p.m. (Toronto time) on November 20, 2018 at the offices of Canaccord Genuity Corp. (“Canaccord”) at 000 Xxx Xx, Xxxxxxx, XX X0X 0X0, Attention: Equity Capital Markets (Fax: (000) 000-0000; email: xxx@xxxxxxxxxxxxxxxx.xxx), or in such other manner or at such other time as may be provided for by Canaccord. AN INVESTMENT IN THE SECURITIES OFFERED HEREUNDER IS SUBJECT TO SUBSTANTIAL RISKS AS CRESCO LABS XXXXX LTD. IS NOT A REPORTING ISSUER OR THE EQUIVALENT IN ANY PROVINCE OR TERRITORY OF CANADA, THE UNITED STATES OR ANY OTHER JURISDICTION; ITS SECURITIES ARE NOT LISTED ON ANY STOCK EXCHANGE OR MARKET. THE PURCHASER'S ABILITY TO TRANSFER THE COMMON SHARES (AS DEFINED HEREIN) IS LIMITED BY, AMONG OTHER THINGS, APPLICABLE SECURITIES LAWS, AND THAT IN PARTICULAR UNLESS PERMITTED UNDER APPLICABLE SECURITIES LAWS, THE HOLDER OF THE SECURITIES MUST NOT TRADE SUCH SECURITIES BEFORE THE DATE WHICH IS FOUR MONTHS AND ONE DAY AFTER THE LATER OF THE CLOSING DATE AND THE DATE THE CORPORATION BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY.
All Purchasers. Claims as well as any other claims that the Purchasers may have under this Agreement shall become time-barred (verjähren) eighteen (18) months after the Closing Date, except that (i) all claims resulting from a Leakage Breach shall become time-barred four (4) months after the Closing Date and (ii) all claims resulting from a breach of a covenant or undertaking of the Sellers under this Agreement shall become time-barred at the later of eighteen (18) months after the Closing Date or, in the case of the covenants in Section 12, Section 13 and Section 17, after the expiration thirty-six (36) months from the Closing Date, (iii) all Exempted Claims as well as any other claims that the Purchaser may have under this Agreement shall become time-barred four (4) years after the Closing Date, and (iv) all claims pursuant to Section 16 shall become time-barred five (5) years after the Closing Date. EXECUTION COPY Project Kronos 5 July 2014
All Purchasers. 1. Please complete the required personal information on page 2 and Appendix I of the Agreement.
All Purchasers. The Purchaser represents and certifies to the Corporation that the Purchaser is (tick one or more of the following boxes): a director, senior officer* or control person* of the Corporation or of an Affiliate of the Corporation ¨ a spouse, parent, grandparent, brother, sister or child of a director, senior officer* or control person* of the Corporation or of an Affiliate of the Corporation, being __________________ ¨ a parent, grandparent, brother, sister or child of the spouse of a director, senior officer, or control person of the Corporation or of an affiliate of the Corporation, being ______________________ ¨ a close personal friend of a director, senior officer* or control person* of the Corporation or of an Affiliate of the Corporation , being ________________________________ (complete (1) below) ¨ a close business associate of a director, senior officer* or control person* of the Corporation or an Affiliate, being __________________________________ (complete (1) below) ¨ a founder of the Corporation or a spouse, parent, grandparent, brother, sister, child, close personal friend or close business associate of a founder of the Corporation, being _____________________ ¨ a parent, grandparent, brother, sister or child of the spouse of a founder of the Corporation, being _______________________________________________________ ¨ a person or company of which a majority of the voting securities are beneficially owned by, or a majority of the directors are, persons or companies described in subparagraphs (i) to (vii) above, being ______________________________________ ¨ a trust or estate of which all of the beneficiaries or a majority of the trustees are persons or companies described in subparagraphs (i) to (vii) above, being __________________________ ¨ an accredited investor* (complete (2) below) ¨ undertaking a purchase as principal of Securities in the amount of Cdn.$97,000 or more ¨
