AND TO. The Corporation The undersigned (A) acknowledges that the sale of the securities of Real Luck Group Ltd. represented by certificate number to which this declaration relates is being made in reliance on Rule 904 of Regulation S (“Regulation S”) under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and (B) certifies that (1) it is not an “affiliate” (as defined in Rule 405 under the U.S. Securities Act) of the Corporation; (2) the offer of such securities was not made to a person in the United States or to a U.S. person and either (a) at the time the buy order was originated, the buyer was outside the United States and was not a U.S. person, or the seller and any person acting on its behalf reasonably believe that the buyer was outside the United States and was not a U.S. person or (b) the transaction was executed on or through the facilities of a designated offshore securities market as designated by Rule 902(b) of Regulation S (such as the TSX Venture Exchange) and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States or a U.S. person, (3) neither the seller nor any person or agent acting on its behalf engaged or will engage in any directed selling efforts in connection with the offer and sale of such securities, (4) the sale is bona fide and not for the purpose of “washing off” the resale restrictions imposed because the securities are “restricted securities” (as that term is defined in Rule 144(a)(3) under the U.S. Securities Act), (5) the seller does not intend to replace the securities sold in reliance on Rule 904 of Regulation S under the U.S. Securities Act with fungible unrestricted securities, and (6) the contemplated sale is not a transaction, or part of a series of transactions which, although in technical compliance with Regulation S under the U.S. Securities Act, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Unless otherwise specified, terms used herein have the meanings given to them by Regulation S under the U.S. Securities Act. DATED this day of , 20 . (Name of Seller) By: Name:
AND TO. Each of the Lenders
AND TO. The lenders from time to time parties to the Credit Agreement (the “Lenders”) Reference is made to the credit agreement dated as of October 4, 2013 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Xxx Hortons Inc. as Borrower, Royal Bank of Canada, as Administrative Agent, and the Lenders now or hereafter parties thereto. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. The undersigned, a Responsible Officer of the Borrower, in that capacity and not personally, hereby certifies that, as of the date hereof, (a) a review of the consolidated financial statements of the Borrower and its Subsidiaries for the Fiscal Quarter ended [Specify last day of Fiscal Quarter], and of the activities of the Borrower and its Subsidiaries during such Fiscal Quarter has been made under the supervision of the undersigned with a view to determining whether the Borrower and its Subsidiaries have fulfilled all of their obligations under the Credit Agreement and the other Loan Documents, (b) the Borrower and its Subsidiaries have fulfilled their obligations under the Credit Agreement and the other Loan Documents and all representations and warranties made in the Credit Agreement continue to be true and correct as if made on the date hereof except to the extent that (i) any change to the representations and warranties has been disclosed to the Administrative Agent and accepted by the Required Lenders, or (ii) any representation and warranty is stated to be made as of a particular time, and (c) as at the end of the Fiscal Quarter ended [Specify last day of Fiscal Quarter], the Borrower was in compliance with each of the financial covenants set forth in Section 5.10 of the Credit Agreement. The Borrower’s compliance with each of such financial covenants as at the end of such Fiscal Quarter is demonstrated by the figures set out on the financial covenant compliance worksheet attached hereto as Annex A. DATED: [ ] Name: Title: [Chief Financial Officer] EXHIBIT D RESERVED EXHIBIT E RESERVED – 16 – EXHIBIT F FORM OF SUBSIDIARY GUARANTEE FOR U.S. SUBSIDIARIES The form of Subsidiary Guarantee for U.S. Subsidiaries shall be in the form of the Subsidiary Guarantee for Canadian Subsidiaries subject to such customary modifications as are agreeable to the Borrower and the Administrative Agent, each acting reasonably, as may be necessary to conform ...
AND TO submit the same for the consideration of the Authority, and the Bidder proposes to submit to the Authority a Bid (hereafter called “the Bid”) in accordance with such invitation, the Bond shall provide security to the Authority that the Bidder will honour certain obligations to be undertaken by him in the Tender in accordance with the following conditions. Now the Conditions of this Bond are:
AND TO. Odyssey Trust Company The undersigned holder of the Warrants evidenced by this Warrant Certificate hereby exercises the right to acquire (A) Shares of VSBLTY Groupe Technologies Corp. Exercise Price Payable: ((A) multiplied by $0.17, subject to adjustment) The undersigned hereby exercises the right of such holder to be issued, and hereby subscribes for, Shares that are issuable pursuant to the exercise of such Warrants on the terms specified in such Warrant Certificate and in the Warrant Indenture. Any capitalized term in this Warrant Certificate that is not otherwise defined herein, shall have the meaning ascribed thereto in the Warrant Indenture. The undersigned represents, warrants and certifies as follows (one (only) of the following must be checked):
AND TO. The Lenders Reference is made to the second amended and restated credit agreement dated as of February 16, 2018 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) made between, among others, Tahoe Resources Inc., as Borrower, The Bank of Nova Scotia, as Administrative Agent, and the Lenders now or hereafter parties thereto. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. The undersigned, the [Chief Financial Officer] of the Borrower, in that capacity and not personally, hereby certifies that, as of the date hereof, (a) no Default exists and is continuing4 and all representations and warranties made in the Credit Agreement continue to be true and correct as if made on the date hereof5, except (i) to the extent that any change to the representations and warranties has been disclosed to the Administrative Agent and accepted by the Required Lenders or (ii) where such representation or warranty refers to a different date, (b) as at the end of the Fiscal Quarter ended [LAST DAY OF FISCAL QUARTER], the Borrower was in compliance with each of the financial tests set forth in Article 5 of the Credit Agreement6, (c) the balance in the Scotia Peru Account held by La Arena S.A. is [__], and (d) the balance in the Scotia Peru Account held by Shahuindo SAC is [__]. The Borrower’s compliance with each of such financial covenants as at the end of such Fiscal Quarter is demonstrated by the figures set out on the financial covenant compliance worksheet attached hereto as Schedule A. DATED: [MONTH] [DAY], [YEAR] Name: Title: [Chief Financial Officer], [BORROWER] ______________________________________ 4 Or, if there is an outstanding Default or Event of Default, specify the nature and status thereof and the Borrower’s proposed response thereto. 5 If this is not the case, specify the nature of any change. 6 Or, if there is non-compliance, specify same. Tahoe Resources Inc. – Credit Agreement Exhibit B – Page 1 SCHEDULE A TO COMPLIANCE CERTIFICATE FINANCIAL COVENANT COMPLIANCE WORKSHEET7 RE: Rolling Period ended [MONTH] [DAY], [YEAR].
AND TO the employee having satisfied the Employer’s accrued leave management policy; the employee having not more than ten (10) weeks total annual leave (which includes accrued and pro-rata), long service leave and days in lieu (DIL) balance anticipated as at June 30. during the financial year for which the purchased leave is requested, the employee will not complete a qualifying period for long service leave; and the employee having nominated when the purchased leave will be taken as part of the Leave Roster Process, which can only be altered by approval of the Employer.
AND TO. ODYSSEY TRUST COMPANY The undersigned holder of the Warrants evidenced by this Warrant Certificate hereby exercises the right to acquire ____________ (A) Common Shares of TerrAscend Corp. Exercise Price Payable: __________________________________________________ ((A) multiplied by US$1.95, subject to adjustment) The undersigned hereby exercises the right of such holder to be issued, and hereby subscribes for, Common Shares that are issuable pursuant to the exercise of such Warrants on the terms specified in such Warrant Certificate and in the Warrant Indenture. Any capitalized term in this Warrant Certificate that is not otherwise defined herein, shall have the meaning ascribed thereto in the Warrant Indenture. The undersigned represents, warrants and certifies as follows (one (only) of the following must be checked):
AND TO. Vitus Investments III Private Limited, in its capacity as lender pursuant to the secured convertible promissory note issued on April ____, 2009 by the Borrower in favour of Vitus Investments III Private Limited in the aggregate principal amount of CDN$10 million (as amended, restated, supplemented, replaced, renewed, extended or otherwise modified from time to time the “Vitus Note”).
