Common use of C E P T A N C E Clause in Contracts

C E P T A N C E. This Subscription Agreement in respect of the Shares is hereby accepted by Coastal Pacific Mining Corp. DATED at ______________________________, the _____ day of __________________, 2007. Coastal Pacific Mining Corp. Per: ________________________________ Authorized Signatory 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. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: Coastal Pacific Mining Corp. (the "Company") 000 Xxxxx Xxxxxx N.E., Calgary, Alberta, T2E 0M3 Purchase of Shares

Appears in 1 contract

Samples: Private Placement Subscription Agreement (Coastal Pacific Mining Corp)

AutoNDA by SimpleDocs

C E P T A N C E. This The above-mentioned Subscription Agreement in respect of the Shares Securities is hereby accepted by Coastal Pacific Mining Corp. XXXXX MEDIA INC. DATED at ______________________________Miami, FL, the _____ 31st day of __________________March, 20072014. Coastal Pacific Mining Corp. XXXXX MEDIA INC. Per: ________________________________ Authorized Signatory Xxxxxxxxxx Xxxxxxxx, President and CEO SCHEDULE A INSTRUMENT THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES SECURITY WAS ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS A PERSON WHO ARE IS NOT A U.S. PERSONS (PERSON AS DEFINED HEREIN) PURSUANT TO IN REGULATION S PROMULGATED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH ACCORDINGLY, THIS SUBSCRIPTION AGREEMENT RELATES HAVE PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE 1933 ACT, ACT OR ANY U.S. STATE SECURITIES LAWS, LAWS AND, UNLESS SO REGISTERED, NONE IT MAY NOT BE OFFERED OR SOLDSOLD IN THE UNITED STATES OR, 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. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES THIS PROMISSORY NOTE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE ACCORDANCE WITH THE 1933 ACT. PRIVATE PLACEMENT SUBSCRIPTION PROMISSORY NOTE US$75,000 Date: FOR VALUE RECEIVED, the undersigned promises to pay to the order of _________________ at its principal office located at __________________, or at such other place as the holder of this Note may from time to time designate, the principal sum of SEVENTY-FIVE THOUSAND DOLLARS (Non U.S. Subscribers Only$75,000.00) TO: Coastal Pacific Mining Corp. in lawful money of the United States of America, together with interest thereon as herein provided, on March 31, 2015. The principal amount or such portion thereof as shall remain outstanding from time to time shall accrue simple interest, calculated monthly in arrears, at a rate of SEVEN PERCENT (7%) PER ANNUM commencing on the "Company"date of this promissory note and payable at maturity. If principal is not paid when due, the undersigned promises to pay all costs of collection, including without limitation, legal fees, and all expenses in connection with the protection or realization of the collateral securing this promissory note, if any, or the enforcement of any guaranty hereof incurred by the holder(s) 000 Xxxxx Xxxxxx N.E.hereof on account of such collection, Calgarywhether or not suit is filed hereon or thereon; such costs and expenses shall include, Albertawithout limitation, T2E 0M3 Purchase all costs, expenses and legal fees incurred by the holder(s) hereof in connection with any insolvency, bankruptcy, arrangement or other similar proceedings involving the undersigned, or involving any endorser or guarantor hereof, which in any way affects the exercise by the holder(s) hereof of Sharesthe rights and remedies of such holder(s) under this promissory note. The undersigned may prepay all or any portion of the principal sum without prior notice to, or the consent of, the holder, at any time and from time-to-time during the term of this Note. Presentment, protest, notice of protest and notice of dishonour are hereby waived. XXXXX MEDIA INC. By:

Appears in 1 contract

Samples: Private Placement Subscription Agreement (Quint Media Inc.)

C E P T A N C E. This Subscription The above-mentioned Agreement in respect of the Shares Securities is hereby accepted by Coastal Pacific Mining Corp. ARKANOVA ENERGY CORPORATION. DATED at March 1, 2007. ARKANOVA ENERGY CORPORATION Per:______________________________, the _____ day of __________________, 2007. Coastal Pacific Mining Corp. Per: ________________________________ Authorized Signatory THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (SCHEDULE A NONE OF 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 REPRESENTED HEREBY HAVE BEEN REGISTERED 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 NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) OR TO U.S. PERSONS 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. IN ADDITIONTHESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID AT 5:00 P.M. (VANCOUVER TIME) ON MARCH 1, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT2010. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: Coastal Pacific Mining Corp. SHARE PURCHASE WARRANTS TO PURCHASE COMMON SHARES OF ARKANOVA ENERGY CORPORATION THIS IS TO CERTIFY THAT ____________________, (the "“Holder”) of _______________________, has the right to purchase, upon and subject to the terms and conditions hereinafter referred to, up to ____________________________ fully paid and non-assessable common shares (the “Shares”) in the capital of ARKANOVA ENERGY CORPORATION (the “Company") 000 Xxxxx Xxxxxx N.E.for the term from March 1, Calgary2008 until 5:00 p.m. (Vancouver time) on March 1, Alberta, T2E 0M3 Purchase 2010 (the “Expiry Date”) at a price per Share (the “Exercise Price”) of SharesUS$1.00 on the terms and conditions attached hereto as Appendix “A” (the “Terms and Conditions”).

Appears in 1 contract

Samples: S Fee Agreement (Arkanova Energy Corp)

C E P T A N C E. This The above-mentioned Subscription Agreement in respect of the Shares Debenture is hereby accepted by Coastal Pacific Mining Corp. the Company. DATED at ______________________________, the _____ day the________day of ___________________, 20072008. Coastal Pacific Mining Corp. ARGENTEX MINING CORP. Per: _________________________________ Authorized Signatory THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF Schedule A Form of Debenture “THESE SECURITIES WERE ISSUED 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"). ACCORDINGLY, NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLDSOLD IN THE UNITED STATES (AS DEFINED HEREIN) OR, 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. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE ACCORDANCE WITH THE 1933 ACT. PRIVATE PLACEMENT SUBSCRIPTION (Non “UNITED STATES" AND "U.S. Subscribers Only) TO: Coastal Pacific Mining Corp. (the "Company") 000 Xxxxx Xxxxxx N.E.PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.” “UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, Calgary, Alberta, T2E 0M3 Purchase of SharesTHE HOLDER OF THIS DEBENTURE MUST NOT TRADE THE DEBENTURE IN CANADA BEFORE ______________[INSERT THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE CLOSING DATE].

Appears in 1 contract

Samples: Private Placement Subscription Agreement (Argentex Mining Corp)

C E P T A N C E. This The above-mentioned Subscription Agreement in respect of the Shares Securities is hereby accepted by Coastal Pacific Mining Urex Energy Corp. DATED at __________________________________________________, the ________ day of __________________, 20072008. Coastal Pacific Mining Corp. UREX ENERGY CORP. Per: ________________________________ Authorized Signatory THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (EXHIBIT A FORM OF NOTE THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO PERSONS A PERSON WHO ARE IS NOT A U.S. PERSONS PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 “SECURITIES ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 SECURITIES ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 SECURITIES ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 SECURITIES ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 SECURITIES ACT. PRIVATE PLACEMENT SUBSCRIPTION (Non “UNITED STATES” AND “U.S. Subscribers Only) TO: Coastal Pacific Mining Corp. (the "Company") 000 Xxxxx Xxxxxx N.E., Calgary, Alberta, T2E 0M3 Purchase of SharesPERSON” ARE AS DEFINED BY REGULATION S UNDER THE SECURITIES ACT. NO. 1 US$100,000 UREX ENERGY CORP.

Appears in 1 contract

Samples: Subscription Agreement (Urex Energy Corp.)

C E P T A N C E. This The above-mentioned Subscription Agreement in respect of the Shares is hereby accepted by Coastal Pacific Mining Corp. MabCure Inc. DATED at _____________________________________, the _____ _day of March, 2010. MABCURE INC. Per: __________________, 2007. Coastal Pacific Mining Corp. Per: ________________________________ Authorized Signatory THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (EXHIBIT "A" THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO PERSONS A PERSON WHO ARE IS NOT A U.S. PERSONS PERSON (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 REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) OR TO U.S. PERSONS 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. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. PRIVATE PLACEMENT SUBSCRIPTION "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID AT 4:30 P.M. (Non U.S. Subscribers OnlyEASTERN STANDARD TIME) TO: Coastal Pacific Mining Corp. ON MARCH 5, 2012. SHARE PURCHASE WARRANTS TO PURCHASE SHARES IN THE COMMON STOCK OF MABCURE INC. incorporated in the State of Nevada CERTIFICATE NO.:______________ March 5, 2010 THIS IS TO CERTIFY THAT _____________________, (the "Holder") of _____________________, has the right to purchase, upon and subject to the terms and conditions hereinafter referred to, up to 1,000,000 fully paid and non-assessable shares (the "Shares") in the common stock of MABCURE INC. (hereinafter called the "Company") 000 Xxxxx Xxxxxx N.E.on or before 4:30 p.m. (Eastern Standard time) on March 5, Calgary, Alberta, T2E 0M3 Purchase 2012 (the "Expiry Date") at a price per Share (the "Exercise Price") of SharesUS$0.60 on the terms and conditions attached hereto as Appendix "A" (the "Terms and Conditions").

Appears in 1 contract

Samples: Subscription Agreement (Mabcure Inc.)

C E P T A N C E. This The above-mentioned Subscription Agreement in respect of the Shares is Units are hereby accepted by Coastal Pacific Mining Corp. Nexaira Wireless Inc. DATED at Vancouver, British Columbia, the ______________________________, the _____ day of ____________________, 20072010. Coastal Pacific Mining Corp. NEXAIRA WIRELESS INC. Per: ________________________________ Authorized Signatory EXHIBIT A FORM OF WARRANT 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. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. PRIVATE PLACEMENT SUBSCRIPTION UNLESS OTHERWISE PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THESE SECURITIES MUST NOT TRADE THE SECURITIES IN OR FROM BRITISH COLUMBIA UNLESS THE CONDITIONS IN SECTION 12(2) OF BC INSTRUMENT 51-509 ISSUERS QUOTED IN THE U.S. OVER-THE-COUNTER MARKET ARE MET. Warrant No. ___________ THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID AT _____________ (Non U.S. Subscribers Only______________ TIME) TO: Coastal Pacific Mining Corp. ON ____________________, 20____. SHARE PURCHASE WARRANTS TO PURCHASE COMMON SHARES OF NEXAIRA WIRELESS INC. THIS IS TO CERTIFY THAT _____________________, (the "“Holder”) of ________________, has the right to purchase, upon and subject to the terms and conditions hereinafter referred to, up to _______________ fully paid and non-assessable common shares (the “Shares”) in the capital of Nexaira Wireless Inc. (the “Company") 000 Xxxxx Xxxxxx N.E.on or before _______ p.m. (________ time) on ____________________, Calgary, Alberta, T2E 0M3 Purchase 20____ (the “Expiry Date”) at a price per Share of SharesUS$1.00 (the “Exercise Price”) on the terms and conditions attached hereto as Appendix A (the “Terms and Conditions”).

Appears in 1 contract

Samples: Form of Subscription Agreement (Nexaira Wireless Inc.)

C E P T A N C E. This The above-mentioned Subscription Agreement in respect of the Shares Note is hereby accepted by Coastal Pacific Mining Global Stevia Corp. DATED at _______________, _________________, the _____ 7th day of __________________September, 20072012. Coastal Pacific Mining Corp. GLOBAL STEVIA CORP. Per: ________________________________ Authorized Signatory /s/ Matthew Christopherson ------------------------------------ Xxxxxxx Xxxxxxxxxxxxxx EXHIBIT "X" FORM OF CONVERTIBLE NOTE THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES INTO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES SECURITY IS CONVERTIBLE HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO PERSONS A PERSON WHO ARE IS NOT A U.S. PERSONS PERSON (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 REPRESENTED HEREBY NOR THE SECURITIES INTO WHICH THIS SUBSCRIPTION AGREEMENT RELATES THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO A U.S. PERSONS (AS DEFINED HEREIN) PERSON 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. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THIS SECURITY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. PRIVATE PLACEMENT SUBSCRIPTION (Non "UNITED STATES" AND "U.S. Subscribers Only) TOPERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. DATED: Coastal Pacific Mining Corp. SEPTEMBER 7, 2012 U.S. $35,000 CONVERTIBLE NOTE FOR VALUE RECEIVED, GLOBAL STEVIA CORP. (the "CompanyCOMPANY") 000 Xxxxx Xxxxxx N.E.promises to pay to COVENTRY CAPITAL LLC, Calgaryor its registered assignS (the "HOLDER"), Albertathe principal sum of One Hundred Twenty Five Thousand Dollars ($35,000) in lawful currency of the United States (the "PRINCIPAL AMOUNT") on September 7, T2E 0M3 Purchase 2014 or such earlier date as the Note may be permitted to be repaid as provided hereunder (the "MATURITY DATE"), with 10% annual interest, to the Holder on the earlier of Shares(i) the Conversion Date (as hereafter defined) and (ii) the Maturity Date (except that, if any such date is not a Business Day, then such payment shall be due on the next succeeding Business Day) in cash. THE COMPANY MAY PREPAY ANY PORTION OF THE PRINCIPAL AMOUNT WITHOUT THE PRIOR WRITTEN CONSENT OF THE HOLDER. This Note is subject to the following additional provisions:

Appears in 1 contract

Samples: Subscription Agreement (Global Stevia Corp.)

C E P T A N C E. This The above-mentioned Subscription Agreement in respect of the Shares is hereby accepted by Coastal Pacific Mining Corp. Crown Oil and Gas Inc. DATED at _____________________________________, the _____ day of __________________, 20072009. Coastal Pacific Mining Corp. CROWN OIL AND GAS INC. Per: _____________________________________________ Authorized Signatory THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (EXHIBIT "A" THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO PERSONS A PERSON WHO ARE IS NOT A U.S. PERSONS PERSON (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 REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) OR TO U.S. PERSONS 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. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. PRIVATE PLACEMENT SUBSCRIPTION "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID AT 5:00 P.M. (Non PACIFIC STANDARD TIME) ON __________________, 2011. SHARE PURCHASE WARRANTS TO PURCHASE SHARES IN THE COMMON STOCK OF CROWN OIL AND GAS INC. (incorporated in the State of Nevada) Non-U.S. Subscribers OnlyCERTIFICATE NO.: ______________ No. of Warrants: __________ September 1, 2009 THIS IS TO CERTIFY THAT: __________________________________________ __________________________________________ __________________________________________ (the "Holder"), has the right to purchase, upon and subject to the Terms and Conditions hereinafter referred to, up to ______________ fully paid and non-assessable shares (the "Shares") TO: Coastal Pacific Mining Corp. in the common stock of Crown Oil and Gas Inc. (hereinafter called the "Company") 000 Xxxxx Xxxxxx N.E.on or before 5:00 p.m. (Pacific Standard time) on __________________, Calgary, Alberta, T2E 0M3 Purchase of Shares2011 (the "Expiry Date") at a price per Share (the "Exercise Price") of: (i) US$2.00 for the first 12-month period (one to 12 months) following the Closing (as defined in Appendix "A" attached hereto); and (ii) US$2.50 for the remaining 24-month period (13 to 24 months) following the Closing on the Terms and Conditions attached hereto as Appendix "A" (the "Terms and Conditions").

Appears in 1 contract

Samples: Subscription Agreement (Crown Oil & Gas Inc.)

C E P T A N C E. This The above-mentioned Subscription Agreement in respect of the Shares Note is hereby accepted by Coastal Pacific Mining Corp. Mokita Inc. DATED at ______________________________Miami, Florida, the _____ 18th day of __________________September, 20072013. Coastal Pacific Mining Corp. MOKITA INC. Per: ________________________________ /s/ Xxxx Xxxxx-Xxxxxx Authorized Signatory EXHIBIT “A” Form of Convertible Note THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES INTO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES SECURITY IS CONVERTIBLE HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO PERSONS A PERSON WHO ARE IS NOT A U.S. PERSONS PERSON (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 REPRESENTED HEREBY NOR THE SECURITIES INTO WHICH THIS SUBSCRIPTION AGREEMENT RELATES THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO A U.S. PERSONS (AS DEFINED HEREIN) PERSON 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. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THIS SECURITY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. PRIVATE PLACEMENT SUBSCRIPTION (Non "UNITED STATES" AND "U.S. Subscribers Only) TOPERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. Dated: Coastal Pacific Mining Corp. September 18, 2013 U.S. $35,015 CONVERTIBLE NOTE FOR VALUE RECEIVED, MOKITA INC. (the "Company") 000 promises to pay to Exchequer Finance Inc., of #00 Xxxxxx Xxxxx Xxxxxx, Xxxxxxx Xxxxxx N.E.Street, CalgaryVictoria, AlbertaSeychelles, T2E 0M3 Purchase or its registered assigns (the “Holder”), the principal sum of SharesThirty Five Thousand and Fifteen Dollars ($35,015) in lawful currency of the United States (the “Principal Amount”) on September 18, 2015 or such earlier date as the Note may be permitted to be repaid as provided hereunder (the “Maturity Date”), with 10% annual interest, to the Holder on the earlier of (i) the Conversion Date (as hereafter defined) and (ii) the Maturity Date (except that, if any such date is not a Business Day, then such payment shall be due on the next succeeding Business Day) in cash. The Company may prepay any portion of the Principal Amount without the prior written consent of the Holder. This Note is subject to the following additional provisions:

Appears in 1 contract

Samples: Subscription Agreement (Mokita, Inc.)

C E P T A N C E. This The above-mentioned Subscription Agreement in respect of the Shares Units is hereby accepted by Coastal Pacific Mining Corp. the Company. DATED at ______________________________, the ________ day of ___________________, 20072009. Coastal Pacific Mining Corp. ARGENTEX MINING CORP. Per: __________________________________________ Authorized Signatory Exhibit A Form of Warrant THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (WARRANT IS NOT TRANSFERABLE UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING HOLDER OF THIS WARRANT MUST NOT TRADE THE SECURITIES THAT MAY BE ISSUED UPON EXERCISE BEFORE [<> INSERT THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE CLOSING DATE. THIS NON-TRANSFERABLE SHARE PURCHASE WARRANT WAS ISSUED 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"). ACCORDINGLY, NONE OF THE SECURITIES TO WHICH THAT MAY BE ISSUED UPON THE EXERCISE OF THIS SUBSCRIPTION AGREEMENT RELATES WARRANT HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLDSOLD IN THE UNITED STATES (AS DEFINED HEREIN) OR, 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. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE ACCORDANCE WITH THE 1933 ACT. PRIVATE PLACEMENT SUBSCRIPTION “UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.” ARGENTEX MINING CORPORATION (Non U.S. Subscribers OnlyA Delaware Company) TONON-TRANSFERABLE WARRANT CERTIFICATE CERTIFICATE NO. <> NUMBER OF WARRANTS: Coastal Pacific Mining Corp. <> RIGHT TO PURCHASE <> SHARES THESE NON-TRANSFERABLE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID AT 4:30 P.M. (VANCOUVER TIME) ON THE EXPIRY DATE (AS DEFINED IN THE TERMS AND CONDITIONS ATTACHED TO THIS WARRANT CERTIFICATE. NON-TRANSFERABLE SHARE PURCHASE WARRANTS TO PURCHASE COMMON SHARES OF ARGENTEX MINING CORPORATION. THE WARRANTS REPRESENTED BY THIS CERTIFICATE This is to certify that, for value received, <>, of <> (the "“Holder”) has the right to purchase, upon and subject to the terms and conditions attached hereto as Appendix “A” (the “Terms and Conditions”) at any time before 4:30 p.m. (Pacific Time) on the Expiry Date (as defined in the attached Terms and Conditions), the number of fully paid and non-assessable common shares (the “Shares”) of Argentex Mining Corporation (the “Company") 000 Xxxxx set out above, by surrendering to the Company, at its offices at 000-0000 Xxxx Xxxxxx N.E.Xxxxxx, CalgaryVancouver, AlbertaBC, T2E 0M3 Canada, V6E 2S1, this Warrant Certificate with a Subscription in the form attached hereto as Appendix “B”, duly completed and executed, and cash, bank draft, certified cheque or money order in lawful money of the United States of America, payable to the order of the Company at par in Vancouver, British Columbia, in an amount equal to the purchase price per Share multiplied by the number of Shares being purchased. Subject to adjustment thereof in the events and in the manner set forth in the Terms and Conditions, the purchase price per Share on the exercise of each Non-Transferable Share Purchase Warrant (“Warrant”) evidenced hereby shall be U.S. $0.45 per Share. These Warrants are issued subject to the Terms and Conditions, and the Holder may exercise the right to purchase Shares only in accordance with the Terms and Conditions. Nothing contained herein or in the Terms and Conditions will confer any right upon the Holder or any other person to subscribe for or purchase any Shares at any time subsequent to the Expiry Date (as that term is defined in the Terms and Conditions), and from and after such time, this Warrant and all rights hereunder will be void and of Sharesno value.

Appears in 1 contract

Samples: Private Placement Subscription Agreement (Argentex Mining Corp)

C E P T A N C E. This The above-mentioned Subscription Agreement in respect of the Shares Securities is hereby accepted by Coastal Pacific Mining Corp. PEDIATRX, INC. DATED at ______________________________Califon, NJ, the _____ _day of __________________, 20072011. Coastal Pacific Mining Corp. PEDIATRX, INC. Per: ____________________________________________________ Authorized Signatory Xxxxxxx Xxxxxxx, President and CEO SCHEDULE A INSTRUMENT THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES SECURITY WAS ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS A PERSON WHO ARE IS NOT A U.S. PERSONS (PERSON AS DEFINED HEREIN) PURSUANT TO IN REGULATION S PROMULGATED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH ACCORDINGLY, THIS SUBSCRIPTION AGREEMENT RELATES HAVE PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE 1933 ACT, ACT OR ANY U.S. STATE SECURITIES LAWS, LAWS AND, UNLESS SO REGISTERED, NONE IT MAY NOT BE OFFERED OR SOLDSOLD IN THE UNITED STATES OR, 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. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES THIS PROMISSORY NOTE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE ACCORDANCE WITH THE 1933 ACT. PRIVATE PLACEMENT SUBSCRIPTION PROMISSORY NOTE US$250,000 Date: MAY 6, 2011 FOR VALUE RECEIVED, the undersigned promises to pay to the order of __________________________ at its principal office located at _____________________________________________, or at such other place as the holder of this Note may from time to time designate, the principal sum of TWO HUNDRED FIFTY THOUSAND DOLLARS (Non U.S. Subscribers Only$250,000.00) TO: Coastal Pacific Mining Corp. in lawful money of the United States of America, together with interest thereon as herein provided on the date that is one year from the date of this promissory note, or MAY 6, 2012. The principal amount or such portion thereof as shall remain outstanding from time to time shall accrue simple interest, calculated monthly in arrears, at a rate of FIVE PERCENT (5%) PER ANNUM commencing on the date of this promissory note and payable at maturity. If principal is not paid when due, the undersigned promises to pay all costs of collection, including without limitation, legal fees, and all expenses in connection with the protection or realization of the collateral securing this promissory note, if any, or the enforcement of any guaranty hereof incurred by the holder(s) hereof on account of such collection, whether or not suit is filed hereon or thereon; such costs and expenses shall include, without limitation, all costs, expenses and legal fees incurred by the holder(s) hereof in connection with any insolvency, bankruptcy, arrangement or other similar proceedings involving the undersigned, or involving any endorser or guarantor hereof, which in any way affects the exercise by the holder(s) hereof of the rights and remedies of such holder(s) under this promissory note. The undersigned may prepay all or any portion of the principal sum without prior notice to, or the consent of, the holder, at any time and from time-to-time during the term of this Note provided that (i) the undersigned is not in default hereunder at the time of prepayment, (ii) if the prepayment occurs at any time prior to the first day of the sixth calendar month following the date of this Note (the "Company"“Six Month Anniversary”), the undersigned shall pay, in lieu of actual interest accrued, an amount equal to the interest that would have accrued on the amount of the principal sum prepaid if the same had been outstanding for six months; and (iii) 000 Xxxxx Xxxxxx N.E.if the prepayment occurs at any time after the Six Month Anniversary, Calgarythe undersigned shall pay all interest that has actually accrued on the amount of the principal sum that is prepaid. Presentment, Albertaprotest, T2E 0M3 Purchase notice of Sharesprotest and notice of dishonour are hereby waived. PEDIATRX, INC.

Appears in 1 contract

Samples: Private Placement Subscription Agreement (PediatRx Inc.)

C E P T A N C E. This The above-mentioned Subscription Agreement in respect of the Shares Securities is hereby accepted by Coastal Pacific Mining Corp. XXXXX MEDIA INC. DATED at ______________________________Miami, FL, the _____ 15th day of __________________July, 20072014. Coastal Pacific Mining Corp. XXXXX MEDIA INC. Per: ________________________________ Authorized Signatory Xxxxxxxxxx Xxxxxxxx, President and CEO SCHEDULE A INSTRUMENT THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES SECURITY WAS ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS A PERSON WHO ARE IS NOT A U.S. PERSONS (PERSON AS DEFINED HEREIN) PURSUANT TO IN REGULATION S PROMULGATED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH ACCORDINGLY, THIS SUBSCRIPTION AGREEMENT RELATES HAVE PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE 1933 ACT, ACT OR ANY U.S. STATE SECURITIES LAWS, LAWS AND, UNLESS SO REGISTERED, NONE IT MAY NOT BE OFFERED OR SOLDSOLD IN THE UNITED STATES OR, 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. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES THIS PROMISSORY NOTE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE ACCORDANCE WITH THE 1933 ACT. PRIVATE PLACEMENT SUBSCRIPTION PROMISSORY NOTE US$100,000 Date: _______________________ FOR VALUE RECEIVED, the undersigned promises to pay to the order of _________________ at its principal office located at __________________, or at such other place as the holder of this Note may from time to time designate, the principal sum of ONE HUNDRED THOUSAND DOLLARS (Non U.S. Subscribers Only$100,000.00) TO: Coastal Pacific Mining Corp. in lawful money of the United States of America, together with interest thereon as herein provided, on March 31, 2015. The principal amount or such portion thereof as shall remain outstanding from time to time shall accrue simple interest, calculated monthly in arrears, at a rate of SEVEN PERCENT (7%) PER ANNUM commencing on the "Company"date of this promissory note and payable at maturity. If principal is not paid when due, the undersigned promises to pay all costs of collection, including without limitation, legal fees, and all expenses in connection with the protection or realization of the collateral securing this promissory note, if any, or the enforcement of any guaranty hereof incurred by the holder(s) 000 Xxxxx Xxxxxx N.E.hereof on account of such collection, Calgarywhether or not suit is filed hereon or thereon; such costs and expenses shall include, Albertawithout limitation, T2E 0M3 Purchase all costs, expenses and legal fees incurred by the holder(s) hereof in connection with any insolvency, bankruptcy, arrangement or other similar proceedings involving the undersigned, or involving any endorser or guarantor hereof, which in any way affects the exercise by the holder(s) hereof of Sharesthe rights and remedies of such holder(s) under this promissory note. The undersigned may prepay all or any portion of the principal sum without prior notice to, or the consent of, the holder, at any time and from time-to-time during the term of this Note. Presentment, protest, notice of protest and notice of dishonour are hereby waived. XXXXX MEDIA INC. By:

Appears in 1 contract

Samples: Private Placement Subscription Agreement (Quint Media Inc.)

C E P T A N C E. This The above-mentioned Subscription Agreement in respect of the Shares is Units are hereby accepted by Coastal Pacific Mining Corp. Nexaira Wireless Inc. DATED at Vancouver, British Columbia, the ______________________________, the _____ day of ____________________, 20072010. Coastal Pacific Mining Corp. NEXAIRA WIRELESS INC. Per: ______________________________________ Authorized Signatory EXHIBIT A FORM OF WARRANT 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. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. PRIVATE PLACEMENT SUBSCRIPTION UNLESS OTHERWISE PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THESE SECURITIES MUST NOT TRADE THE SECURITIES IN OR FROM BRITISH COLUMBIA UNLESS THE CONDITIONS IN SECTION 12(2) OF BC INSTRUMENT 51-509 ISSUERS QUOTED IN THE U.S. OVER-THE-COUNTER MARKET ARE MET. Warrant No. ___________ THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID AT _____________ (Non U.S. Subscribers Only______________ TIME) TO: Coastal Pacific Mining Corp. ON ____________________, 20____. SHARE PURCHASE WARRANTS TO PURCHASE COMMON SHARES OF NEXAIRA WIRELESS INC. THIS IS TO CERTIFY THAT _____________________, (the "“Holder”) of ________________, has the right to purchase, upon and subject to the terms and conditions hereinafter referred to, up to _______________ fully paid and non‑assessable common shares (the “Shares”) in the capital of Nexaira Wireless Inc. (the “Company") 000 Xxxxx Xxxxxx N.E.on or before _______ p.m. (________ time) on ____________________, Calgary, Alberta, T2E 0M3 Purchase 20____ (the “Expiry Date”) at a price per Share of SharesUS$1.00 (the “Exercise Price”) on the terms and conditions attached hereto as Appendix A (the “Terms and Conditions”).

Appears in 1 contract

Samples: Private Placement Subscription Agreement (Nexaira Wireless Inc.)

C E P T A N C E. This The above-mentioned Subscription Agreement in respect of the Shares Note is hereby accepted by Coastal Pacific Mining Corp. Osprey Ventures, Inc. DATED at Hong Kong, the 23 day of August, 2010. OSPREY VENTURES, INC. Per: ______________________________, the _____ day of __________________, 2007. Coastal Pacific Mining Corp. Per: ________________________________ Authorized Signatory EXHIBIT “A” Form of Convertible Note THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES INTO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES SECURITY IS CONVERTIBLE HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO PERSONS A PERSON WHO ARE IS NOT A U.S. PERSONS PERSON (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 REPRESENTED HEREBY NOR THE SECURITIES INTO WHICH THIS SUBSCRIPTION AGREEMENT RELATES THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO A U.S. PERSONS (AS DEFINED HEREIN) PERSON 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. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THIS SECURITY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. PRIVATE PLACEMENT SUBSCRIPTION (Non "UNITED STATES" AND "U.S. Subscribers Only) TOPERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. Dated: Coastal Pacific Mining Corp. August 23, 2010 U.S. $350,000.00 CONVERTIBLE NOTE FOR VALUE RECEIVED, OSPREY VENTURES, INC. (the "Company") 000 Xxxxx Xxxxxx N.E.promises to pay to CITIGLORY CONSULTANTS LIMITED or its registered assigns (the “Holder”), Calgarythe principal sum of THREE HUNDRED FIFTY THOUSAND Dollars ($350,000.00) in lawful currency of the United States (the “Principal Amount”) on August 23, Alberta2015 or such earlier date as the Note may be permitted to be repaid as provided hereunder (the “Maturity Date”), T2E 0M3 Purchase with no interest, to the Holder on the earlier of Shares(i) the Conversion Date (as hereafter defined) and (ii) the Maturity Date (except that, if any such date is not a Business Day, then such payment shall be due on the next succeeding Business Day) in cash. The Company may prepay any portion of the Principal Amount without the prior written consent of the Holder. This Note is subject to the following additional provisions:

Appears in 1 contract

Samples: Subscription Agreement (Osprey Ventures, Inc.)

C E P T A N C E. This The above-mentioned Subscription Agreement in respect of the Shares is Units are hereby accepted by Coastal Pacific Mining Corp. Global Health Ventures Inc. DATED at Vancouver, British Columbia, the ______________________________, the _____ day of ____________________, 20072009. Coastal Pacific Mining Corp. GLOBAL HEALTH VENTURES INC. Per: ______________________________________ Authorized Signatory EXHIBIT A FORM OF WARRANT 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. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. PRIVATE PLACEMENT SUBSCRIPTION UNLESS OTHERWISE PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THESE SECURITIES MUST NOT TRADE THE SECURITIES IN OR FROM BRITISH COLUMBIA UNLESS THE CONDITIONS IN SECTION 12(2) OF BC INSTRUMENT 51-509 ISSUERS QUOTED IN THE U.S. OVER-THE-COUNTER MARKET ARE MET. Warrant No. ___________ THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID AT _____________ (Non U.S. Subscribers Only______________ TIME) TO: Coastal Pacific Mining Corp. ON ____________________, 2011. SHARE PURCHASE WARRANTS TO PURCHASE COMMON SHARES OF GLOBAL HEALTH VENTURES INC. THIS IS TO CERTIFY THAT _____________________, (the "“Holder”) of ________________, has the right to purchase, upon and subject to the terms and conditions hereinafter referred to, up to _______________ fully paid and non-assessable common shares (the “Shares”) in the capital of Global Health Ventures Inc. (the “Company") 000 Xxxxx Xxxxxx N.E.on or before 5:00 p.m. (__________ time) on ____________________, Calgary, Alberta, T2E 0M3 Purchase 2011 (the “Expiry Date”) at a price per Share of SharesUS$1.00 (the “Exercise Price”) on the terms and conditions attached hereto as Appendix A (the “Terms and Conditions”).

Appears in 1 contract

Samples: Private Placement Subscription Agreement (Global Health Ventures Inc.)

C E P T A N C E. This The above-mentioned Subscription Agreement in respect of the Shares Units is hereby accepted by Coastal Pacific Mining Corp. the Company. DATED at ______________________________, the _____ day the________day of ___________________, 20072006. Coastal Pacific Mining Corp. RED SKY RESOURCES INC. Per: ________________________________ Authorized Signatory THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES APPENDIX A INSTRUCTIONS FOR WIRING FUNDS TO AN OFFERING OF XXXXX XXXXXX LLP HSBC BANK USA, NEW YORK ABA: 021 001 088 SWIFT CODE: XXXXXX00 ACCOUNT NO.: 000050881 For further credit to: HSBC BANK CANADA 000 XXXX XXXXXXX XXXXXX XXXXXXXXX, XXXXXXX XXXXXXXX X0X 0X0 XXXXXX ACCOUNT NAME: XXXXX XXXXXX LLP U.S. TRUST ACCOUNT NO.: 491689-002 TRANSIT NO.: 10020 BANK CODE: 16 SWIFT NO. XXXXXXXX PLEASE ALSO INSTRUCT YOUR BANKER TO QUOTE YOUR NAME AND OUR FILE NAME AND NO. [RED SKY-30859.0001] APPENDIX B “THESE SECURITIES WERE ISSUED 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"). ACCORDINGLY, NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLDSOLD IN THE UNITED STATES (AS DEFINED HEREIN) OR, 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. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE ACCORDANCE WITH THE 1933 ACT. PRIVATE PLACEMENT SUBSCRIPTION “UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.” “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE OWNER OF THE SECURITIES SHALL NOT TRADE THE SECURITIES BEFORE , 2006 [INSERT DATE WHICH IS 4 MONTHS AND ONE DAY AFTER DATE OF CLOSING]” THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID AT 4:30 P.M. (Non U.S. Subscribers OnlyPACIFIC TIME) TO: Coastal Pacific Mining Corp. ON __________________ , 2008 SHARE PURCHASE WARRANTS TO PURCHASE COMMON SHARES OF RED SKY RESOURCES INC. incorporated in the State of Nevada THIS IS TO CERTIFY THAT (the "“Holder”) with an address at X.X. Xxx 000, Xxxxxxxxxxx Xxxxxx, Providenciales, Turks & Caicos Islands, has the right to purchase, upon and subject to the terms and conditions hereinafter referred to, up to fully paid and non-assessable common shares (the “Warrant Shares”) in the capital of Red Sky Resources Inc. (hereinafter called the “Company") 000 Xxxxx Xxxxxx N.E.on or before 4:30 p.m. (PACIFIC TIME) on __________________, Calgary, Alberta, T2E 0M3 Purchase 2008 (the “Expiry Date”) at a price per Share (the “Exercise Price”) of SharesUSD $1.25 on the terms and conditions attached hereto as “Schedule A” (the “Terms and Conditions”).

Appears in 1 contract

Samples: Private Placement Subscription Agreement (Red Sky Resources Inc.)

C E P T A N C E. This Subscription The above-mentioned Agreement in respect of the Shares Securities is hereby accepted by Coastal Pacific Mining Corp. ARKANOVA ENERGY CORPORATION. DATED at March 1, 2007. ARKANOVA ENERGY CORPORATION Per:______________________________, the _____ day of __________________, 2007. Coastal Pacific Mining Corp. Per: ________________________________ Authorized Signatory THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (SCHEDULE A THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO PERSONS A PERSON WHO ARE IS NOT A U.S. PERSONS PERSON (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 REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) OR TO U.S. PERSONS 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. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. PRIVATE PLACEMENT SUBSCRIPTION "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID AT 5:00 P.M. (Non U.S. Subscribers OnlyVANCOUVER TIME) TO: Coastal Pacific Mining Corp. ON MARCH 1, 2010. SHARE PURCHASE WARRANTS TO PURCHASE COMMON SHARES OF ARKANOVA ENERGY CORPORATION THIS IS TO CERTIFY THAT _____________________________________, (the "“Holder”) of _____________________________________, has the right to purchase, upon and subject to the terms and conditions hereinafter referred to, up to_______________________________________ fully paid and non-assessable common shares (the “Shares”) in the capital of ARKANOVA ENERGY CORPORATION (the “Company") 000 Xxxxx Xxxxxx N.E.for the term from March 1, Calgary2008 until 5:00 p.m. (Vancouver time) on March 1, Alberta, T2E 0M3 Purchase 2010 (the “Expiry Date”) at a price per Share (the “Exercise Price”) of SharesUS$1.00 on the terms and conditions attached hereto as Appendix “A” (the “Terms and Conditions”).

Appears in 1 contract

Samples: Agreement (Arkanova Energy Corp)

C E P T A N C E. This The above-mentioned Subscription Agreement in respect of the Shares Note is hereby accepted by Coastal Pacific Mining Corp. Mokita Inc. DATED at ______________________________Forth Worth, Texas, the _____ 15th day of __________________March, 20072012. Coastal Pacific Mining Corp. MOKITA INC. Per: ________________________________ /s/ Xxxxxxx X. Xxxxxxx Authorized Signatory EXHIBIT “A” Form of Convertible Note THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES INTO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES SECURITY IS CONVERTIBLE HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO PERSONS A PERSON WHO ARE IS NOT A U.S. PERSONS PERSON (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 REPRESENTED HEREBY NOR THE SECURITIES INTO WHICH THIS SUBSCRIPTION AGREEMENT RELATES THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO A U.S. PERSONS (AS DEFINED HEREIN) PERSON 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. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THIS SECURITY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. PRIVATE PLACEMENT SUBSCRIPTION (Non "UNITED STATES" AND "U.S. Subscribers Only) TOPERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. Dated: Coastal Pacific Mining Corp. March 15, 2012 U.S. $170,000 CONVERTIBLE NOTE FOR VALUE RECEIVED, MOKITA INC. (the "Company") 000 promises to pay to Exchequer Finance Inc., of #00 Xxxxxx Xxxxx Xxxxxx, Xxxxxxx Xxxxxx N.E.Street, CalgaryVictoria, AlbertaSeychelles, T2E 0M3 Purchase or its registered assigns (the “Holder”), the principal sum of SharesOne Hundred and Seventy Thousand Dollars ($170,000) in lawful currency of the United States (the “Principal Amount”) on March 15, 2012 or such earlier date as the Note may be permitted to be repaid as provided hereunder (the “Maturity Date”), with 10% annual interest, to the Holder on the earlier of (i) the Conversion Date (as hereafter defined) and (ii) the Maturity Date (except that, if any such date is not a Business Day, then such payment shall be due on the next succeeding Business Day) in cash. The Company may prepay any portion of the Principal Amount without the prior written consent of the Holder. This Note is subject to the following additional provisions:

Appears in 1 contract

Samples: Subscription Agreement (Mokita, Inc.)

C E P T A N C E. This The above-mentioned Subscription Agreement in respect of the Shares Debenture is hereby accepted by Coastal Pacific Mining Corp. Logicom, Inc. DATED at ______________________________Vancouver, British Columbia, the _____ 2nd day of __________________November, 20072005. Coastal Pacific Mining Corp. LOGICOM, INC. Per: ________________________________ /s/ Xxxx Xxxxx Authorized Signatory EXHIBIT “A” (Insert form of Convertible Debenture when final) THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES INTO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES SECURITY IS CONVERTIBLE HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO PERSONS A PERSON WHO ARE IS NOT A U.S. PERSONS PERSON (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 REPRESENTED HEREBY NOR THE SECURITIES INTO WHICH THIS SUBSCRIPTION AGREEMENT RELATES THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) OR TO U.S. PERSONS 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. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THIS SECURITY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. PRIVATE PLACEMENT SUBSCRIPTION "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. Issue Date: November 2, 2005 Conversion Price (Non subject to adjustment herein): $0.84 U.S. Subscribers Only) TO: Coastal Pacific Mining Corp. $150,000 5% CONVERTIBLE DEBENTURE FOR VALUE RECEIVED, LOGICOM INC. (the "Company") 000 Xxxxx Xxxxxx N.E.promises to pay to LA HOUGUE FINANCIAL MANAGEMENT SERVICES LIMITED or its registered assigns (the “Holder”), Calgarythe principal sum of One Hundred Fifty Thousand Dollars ($150,000) in lawful currency of the United States (the “Principal Amount”) on January 31, Alberta2006 or such earlier date as the Debenture may be permitted to be repaid as provided hereunder (the “Maturity Date”), T2E 0M3 Purchase and to pay interest to the Holder on the aggregate unconverted and then outstanding principal amount of Sharesthis Debenture at the rate of 5% per annum, payable on the earlier of (i) the Conversion Date (as hereafter defined) and (ii) the Maturity Date (except that, if any such date is not a Business Day, then such payment shall be due on the next succeeding Business Day) in cash. Interest shall be calculated on the basis of a 360-day year and shall accrue daily commencing on the Issue Date until payment in full of the Principal Amount, together with all accrued and unpaid interest and other amounts which may become due hereunder, has been made. Interest shall cease to accrue with respect to any part of the Principal Amount converted, provided that the Company in fact delivers the Underlying Units (as hereinafter defined) within the time period required by Section 3.3. Interest hereunder will be paid to the Person in whose name this Debenture is registered on the records of the Company regarding registration and transfers of Debentures. All overdue accrued and unpaid interest to be paid hereunder shall entail a late fee at the rate of 18% per annum (or such lower maximum amount of interest permitted to be charged under applicable law) (“Late Fee”) which will accrue daily, from the date such interest is due hereunder through and including the date of payment. The Company may prepay any portion of the principal amount of this Debenture without the prior written consent of the Holder. This Debenture is subject to the following additional provisions:

Appears in 1 contract

Samples: Subscription Agreement (Logicom Inc.)

C E P T A N C E. This The above-mentioned Subscription Agreement in respect of the Shares is hereby accepted by Coastal Pacific Mining Corp. Crown Oil and Gas Inc. DATED at _____________________________________ , the _____ day of ___________________ , 20072008. Coastal Pacific Mining Corp. CROWN OIL AND GAS INC. Per: ________________________________ Authorized Signatory THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (EXHIBIT "A" THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO PERSONS A PERSON WHO ARE IS NOT A U.S. PERSONS PERSON (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 REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) OR TO U.S. PERSONS 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. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. PRIVATE PLACEMENT SUBSCRIPTION "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID AT 4:30 P.M. (Non U.S. Subscribers OnlyCENTRAL STANDARD TIME) TO: Coastal Pacific Mining Corp. ON __________________, 2010. SHARE PURCHASE WARRANTS TO PURCHASE SHARES IN THE COMMON STOCK OF CROWN OIL AND GAS INC. (incorporated in the State of Nevada) CERTIFICATE NO.:______________ April 10, 2008 THIS IS TO CERTIFY THAT _____________________ , (the "Holder") of _____________________ , has the right to purchase, upon and subject to the Terms and Conditions hereinafter referred to, up to ______________ fully paid and non-assessable shares (the "Shares") in the common stock of Crown Oil and Gas Inc. (hereinafter called the "Company") 000 Xxxxx Xxxxxx N.E.on or before 4:30 p.m. (Pacific Standard time) on __________________ , Calgary, Alberta, T2E 0M3 Purchase of Shares2010 (the "Expiry Date") at a price per Share (the "Exercise Price") of: (i) US$1.50 for the first 12-month period after the Closing (as defined in Appendix "A" attached hereto); and (ii) US$2.00 for the remaining 24-month period after the Closing on the Terms and Conditions attached hereto as Appendix "A" (the "Terms and Conditions").

Appears in 1 contract

Samples: Subscription Agreement (Crown Oil & Gas Inc.)

C E P T A N C E. This The above-mentioned Subscription Agreement in respect of the Shares Units is hereby accepted by Coastal Pacific Mining Corp. DIGITAL VALLEYS CORP. DATED at ________________________________________, the _______ day of __________________, 20072011. Coastal Pacific Mining Corp. DIGITAL VALLEYS CORP. Per: ________________________________ Authorized Signatory THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (SCHEDULE A INSTRUCTIONS FOR WIRING FUNDS TO DIGITAL VALLEYS CORP. Exhibit B Form of Warrant Certificate THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE REPRESENTED HEREBY HAVE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 “U.S. SECURITIES ACT"). NONE OF THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) IF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS 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 ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS (C) IN COMPLIANCE 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, FROM THE REGISTRATION REQUIREMENTS OF UNDER THE 1933 U.S. SECURITIES ACT IN ACCORDANCE WITH RULE 144 THEREUNDER, IF APPLICABLE, AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE LAWS AND REGULATIONS GOVERNING THE OFFER AND SALE OF SECURITIES, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING, OR OTHER EVIDENCE OF EXEMPTION, REASONABLY SATISFACTORY TO THE CORPORATION. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH U.S. SECURITIES LAWS. THIS WARRANT AND THE 1933 SHARES ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON OR PERSON IN THE UNITED STATES AND THE UNDERLYING SHARES MAY NOT BE DELIVERED WITHIN THE UNITED STATES UNLESS THE WARRANT AND THE UNDERLYING SHARES HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE, AND THE HOLDER HAS DELIVERED AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION TO SUCH EFFECT. “UNITED STATES” AND “U.S. PERSON” ARE USED HEREIN AS SUCH TERMS ARE DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT. PRIVATE PLACEMENT SUBSCRIPTION WARRANTS DIGITAL VALLEYS CORP. (Non U.S. Subscribers OnlyA Nevada Corporation) TOCERTIFICATE NUMBER: Coastal Pacific Mining Corp. 2011 SERIES A – ● Warrants representing the Right to Purchase «Number» Common Shares WARRANTS FOR PURCHASE OF COMMON SHARES THIS IS TO CERTIFY THAT, for value received «Name», «Address» (hereinafter called the “holder”) is entitled to subscribe for and purchase «Number» fully paid and non-assessable common shares (“Common Shares”) in the capital of DIGITAL VALLEYS CORP. (hereinafter called the “Company”) at any time on or before 5:00 PM (PST) on [2 years from Closing] at a price of $0.50 per Common Share, subject to adjustment and to the provisions and terms and conditions herein set forth. The Warrants will be void and of no value after 5:00 PM (PST) on [2 years from Closing] (the "“Expiry Time”). The Warrants and the Common Shares issuable upon exercise hereof have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States. The Warrants may not be exercised in the United States or by or for the account or benefit of a U.S. Person or a person in the United States and the underlying Common Shares may not be delivered within the United States unless the underlying Common Shares to be delivered upon exercise of these Warrants have been registered under the U.S. Securities Act and the securities laws of all applicable states of the United States or an exemption from such registration requirements is available, and the holder has delivered to the Company an opinion of counsel in form and substance satisfactory to the Company to such effect. “United States” and “U.S. Person” are used herein as such terms are defined by Regulation S under the U.S. Securities Act. The rights to acquire Common Shares granted by this certificate (the “Warrant Certificate”) may be exercised by the holder, subject to the terms and conditions hereof, in whole or in part (but not as to a fractional Common Share), by surrender of this Warrant Certificate and the duly completed and executed Exercise Form attached hereto as Appendix A to the offices of the Company located at 0000 Xxxxxx Xxx. Xxxxx, Xxxxx 000, Xxxxxxx, XX 00000, XXX (or such other address as the Company may designate in writing), accompanied by a certified cheque, bank draft or money order payable in lawful money of the United States to or to the order of the Company in payment of an amount equal to the purchase price of the number of Common Shares for which Warrants are then exercised. See attached Appendix C for instructions on how to exercise Warrants represented by this Warrant Certificate. Surrender of this Warrant Certificate and the duly completed Exercise Form with payment of the purchase price as provided above will be deemed to have been effected only on personal delivery thereof to, or if sent by mail or other means of transmission on actual receipt thereof by, the Company at the offices of the Company") 000 Xxxxx Xxxxxx N.E.. In the event of any exercise of the rights represented by this Warrant Certificate, Calgarycertificates representing the Common Shares so subscribed for shall be delivered to the holder at the address specified in the Exercise Form within a reasonable time, Albertanot exceeding five days after the rights represented by this Warrant Certificate have been so exercised. If fewer Common Shares are purchased than the number that can be purchased pursuant to this Warrant Certificate, T2E 0M3 Purchase unless the Warrants have expired, a new warrant certificate granting the right to acquire that number of Common Shares, if any, with respect to which the Warrants have not then been exercised shall also be issued to the holder within such time. The Company shall not be required to issue fractional Common Shares upon the exercise of all or any part of the Warrants and the holder will not be entitled to a cash payment in lieu of any such fractional interest. The Warrants represented by this Warrant Certificate may only be exercised by or for the account or benefit of a holder who, at the time of exercise, either:

Appears in 1 contract

Samples: Private Placement Subscription Agreement (Digital Valleys Corp)

C E P T A N C E. This The above-mentioned Subscription Agreement in respect of the Shares Securities is hereby accepted by Coastal Pacific Mining Corp. XXXXX MEDIA INC. DATED at ______________________________Miami, FL, the _____ _day of __________________, 20072013. Coastal Pacific Mining Corp. XXXXX MEDIA INC. Per: ________________________________ Authorized Signatory Xxxxxxxxxx Xxxxxxxx, President and CEO SCHEDULE A INSTRUMENT THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES SECURITY WAS ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS A PERSON WHO ARE IS NOT A U.S. PERSONS (PERSON AS DEFINED HEREIN) PURSUANT TO IN REGULATION S PROMULGATED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH ACCORDINGLY, THIS SUBSCRIPTION AGREEMENT RELATES HAVE PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE 1933 ACT, ACT OR ANY U.S. STATE SECURITIES LAWS, LAWS AND, UNLESS SO REGISTERED, NONE IT MAY NOT BE OFFERED OR SOLDSOLD IN THE UNITED STATES OR, 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. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES THIS PROMISSORY NOTE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE ACCORDANCE WITH THE 1933 ACT. PRIVATE PLACEMENT SUBSCRIPTION PROMISSORY NOTE US$100,000 Date: ________________ FOR VALUE RECEIVED, the undersigned promises to pay to the order of _________________ at its principal office located at __________________, or at such other place as the holder of this Note may from time to time designate, the principal sum of ONE HUNDRED THOUSAND DOLLARS (Non U.S. Subscribers Only$100,000.00) TO: Coastal Pacific Mining Corp. in lawful money of the United States of America, together with interest thereon as herein provided, on June 30, 2014. The principal amount or such portion thereof as shall remain outstanding from time to time shall accrue simple interest, calculated monthly in arrears, at a rate of SEVEN PERCENT (7%) PER ANNUM commencing on the "Company"date of this promissory note and payable at maturity. If principal is not paid when due, the undersigned promises to pay all costs of collection, including without limitation, legal fees, and all expenses in connection with the protection or realization of the collateral securing this promissory note, if any, or the enforcement of any guaranty hereof incurred by the holder(s) 000 Xxxxx Xxxxxx N.E.hereof on account of such collection, Calgarywhether or not suit is filed hereon or thereon; such costs and expenses shall include, Albertawithout limitation, T2E 0M3 Purchase all costs, expenses and legal fees incurred by the holder(s) hereof in connection with any insolvency, bankruptcy, arrangement or other similar proceedings involving the undersigned, or involving any endorser or guarantor hereof, which in any way affects the exercise by the holder(s) hereof of Sharesthe rights and remedies of such holder(s) under this promissory note. The undersigned may prepay all or any portion of the principal sum without prior notice to, or the consent of, the holder, at any time and from time-to-time during the term of this Note. Presentment, protest, notice of protest and notice of dishonour are hereby waived. XXXXX MEDIA INC. By:

Appears in 1 contract

Samples: Private Placement Subscription Agreement (Quint Media Inc.)

C E P T A N C E. This The above-mentioned Subscription Agreement in respect of the Shares Securities is hereby accepted by Coastal Pacific Mining Corp. STRIKER ENERGY CORP. DATED at ______________________________Xxxxxxx, Xxxxxxx, the _____ day of __________________, 20072010. Coastal Pacific Mining Corp. STRIKER ENERGY CORP. Per: ________________________________ Authorized Signatory Xxxxxx Xxxxxxxx THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES SECURITY WAS ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS A PERSON WHO ARE IS NOT A U.S. PERSONS (PERSON AS DEFINED HEREIN) PURSUANT TO IN REGULATION S PROMULGATED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH ACCORDINGLY, THIS SUBSCRIPTION AGREEMENT RELATES HAVE PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE 1933 ACT, ACT OR ANY U.S. STATE SECURITIES LAWS, LAWS AND, UNLESS SO REGISTERED, NONE IT MAY NOT BE OFFERED OR SOLDSOLD IN THE UNITED STATES OR, 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. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES THIS PROMISSORY NOTE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE ACCORDANCE WITH THE 1933 ACT. PRIVATE PLACEMENT SUBSCRIPTION PROMISSORY NOTE US$200,000 JULY 26, 2010 FOR VALUE RECEIVED, the undersigned promises to pay to the order of XXXXXXXX COMPANY S.A. at its principal office located at SAFFREY SQUARE, NASSAU, BAHAMAS, or at such other place as the holder of this Note may from time to time designate, the principal sum of TWO HUNDRED THOUSAND DOLLARS (Non U.S. Subscribers Only$200,000.00) TO: Coastal Pacific Mining Corp. in lawful money of the United States of America, together with interest thereon as herein provided; on JULY 26, 2011. The principal amount or such portion thereof as shall remain outstanding from time to time shall accrue simple interest, calculated monthly in arrears, at a rate of FIVE PERCENT (5%) PER ANNUM commencing on the date of this promissory note and payable at maturity. If principal is not paid when due, the undersigned promises to pay all costs of collection, including without limitation, legal fees, and all expenses in connection with the protection or realization of the collateral securing this promissory note, if any, or the enforcement of any guaranty hereof incurred by the holder(s) hereof on account of such collection, whether or not suit is filed hereon or thereon; such costs and expenses shall include, without limitation, all costs, expenses and legal fees incurred by the holder(s) hereof in connection with any insolvency, bankruptcy, arrangement or other similar proceedings involving the undersigned, or involving any endorser or guarantor hereof, which in any way affects the exercise by the holder(s) hereof of the rights and remedies of such holder(s) under this promissory note. The undersigned may prepay all or any portion of the principal sum without prior notice to, or the consent of, the holder, at any time and from time-to-time during the term of this Note provided that (i) the undersigned is not in default hereunder at the time of prepayment, (ii) if the prepayment occurs at any time prior to the first day of the sixth calendar month following the date of this Note (the "Company"“Six Month Anniversary”), the undersigned shall pay, in lieu of actual interest accrued, an amount equal to the interest that would have accrued on the amount of the principal sum prepaid if the same had been outstanding for six months; and (iii) 000 Xxxxx Xxxxxx N.E.if the prepayment occurs at any time after the Six Month Anniversary, Calgarythe undersigned shall pay all interest that has actually accrued on the amount of the principal sum that is prepaid. Presentment, Albertaprotest, T2E 0M3 Purchase notice of Sharesprotest and notice of dishonour are hereby waived. STRIKER ENERGY CORP. By: /s/ XXXXXX XXXXXXXX

Appears in 1 contract

Samples: Private Placement Subscription Agreement (Striker Energy Corp)

AutoNDA by SimpleDocs

C E P T A N C E. This The above-mentioned Subscription Agreement in respect of the Shares is hereby accepted by Coastal Pacific Mining Corp. MabCure Inc. DATED at _____________________________________, the _____ day of April, 2008. MABCURE INC. Per: __________________, 2007. Coastal Pacific Mining Corp. Per: ________________________________ Authorized Signatory THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (EXHIBIT "A" THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO PERSONS A PERSON WHO ARE IS NOT A U.S. PERSONS PERSON (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 REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) OR TO U.S. PERSONS 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. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. PRIVATE PLACEMENT SUBSCRIPTION "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID AT 4:30 P.M. (Non U.S. Subscribers OnlyCENTRAL STANDARD TIME) TO: Coastal Pacific Mining Corp. ON April 15, 2009. SHARE PURCHASE WARRANTS TO PURCHASE SHARES IN THE COMMON STOCK OF MABCURE INC. incorporated in the State of Nevada CERTIFICATE NO.:______________ April 11, 2008 THIS IS TO CERTIFY THAT _____________________, (the "Holder") of _____________________, has the right to purchase, upon and subject to the terms and conditions hereinafter referred to, up to ______________ fully paid and non-assessable shares (the "Shares") in the common stock of MABCURE INC. (hereinafter called the "Company") 000 Xxxxx Xxxxxx N.E.on or before 4:30 p.m. (Pacific Standard time) on April 15, Calgary, Alberta, T2E 0M3 Purchase 2009 (the "Expiry Date") at a price per Share (the "Exercise Price") of SharesUS$1.25 on the terms and conditions attached hereto as Appendix "A" (the "Terms and Conditions").

Appears in 1 contract

Samples: Subscription Agreement (Mabcure Inc.)

C E P T A N C E. This The above-mentioned Subscription Agreement in respect of the Shares Note is hereby accepted by Coastal Pacific Mining Corp. Norstra Energy Inc. DATED at ______________________________Southlake, Texas, the _____ 6h day of __________________December, 20072013. Coastal Pacific Mining Corp. NORSTRA ENERGY INC. Per: ________________________________ Authorized Signatory /s/ Glen Landry ---------------------------------- Glen Landry EXHIBIT "A" FORM OF CONVERTIBLE NOTE THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES INTO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES SECURITY IS CONVERTIBLE HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO PERSONS A PERSON WHO ARE IS NOT A U.S. PERSONS PERSON (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 REPRESENTED HEREBY NOR THE SECURITIES INTO WHICH THIS SUBSCRIPTION AGREEMENT RELATES THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO A U.S. PERSONS (AS DEFINED HEREIN) PERSON 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. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THIS SECURITY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. PRIVATE PLACEMENT SUBSCRIPTION (Non "UNITED STATES" AND "U.S. Subscribers Only) TOPERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. DATED: Coastal Pacific Mining Corp. DECEMBER 6, 2013 U.S. $150,000 CONVERTIBLE NOTE FOR VALUE RECEIVED, NORSTRA ENERGY INC. (the "CompanyCOMPANY") 000 Xxxxx Xxxxxx N.E.promises to pay to JACKSON BENNETT LLC, Calgaryor its registered assignS (the "HOLDER"), Albertathe pxxxxxxxx xxx xx One Hundred Fifty Thousand Dollars ($150,000) in lawful currency of the United States (the "PRINCIPAL AMOUNT") on December 6, T2E 0M3 Purchase 2015 or such earlier date as the Note may be permitted to be repaid as provided hereunder (the "MATURITY DATE"), with 10% annual interest, to the Holder on the earlier of Shares(i) the Conversion Date (as hereafter defined) and (ii) the Maturity Date (except that, if any such date is not a Business Day, then such payment shall be due on the next succeeding Business Day) in cash. THE COMPANY MAY PREPAY ANY PORTION OF THE PRINCIPAL AMOUNT WITHOUT THE PRIOR WRITTEN CONSENT OF THE HOLDER. This Note is subject to the following additional provisions:

Appears in 1 contract

Samples: Norstra Energy Inc

C E P T A N C E. This The above-mentioned Subscription Agreement in respect of the Shares is hereby accepted by Coastal Pacific Mining Corp. Pan American Gold Corporation. DATED at ______________________________Vancouver, BC, the _____ 7th day of __________________March, 2007. Coastal Pacific Mining Corp. 2005 PAN AMERICAN GOLD CORPORATION Per: ________________________________ /s/ Xxxxxxx Xxxxxxxx Authorized Signatory THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (EXHIBIT A THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO PERSONS A PERSON WHO ARE IS NOT A U.S. PERSONS PERSON (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 REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) OR TO U.S. PERSONS 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. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. PRIVATE PLACEMENT SUBSCRIPTION "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES SHALL NOT TRADE THE SECURITIES BEFORE ___________________________. [Instruction Insert the date that is 4 months and a day after the Closing Date] THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID AT 4:30 P.M. (Non U.S. Subscribers OnlyVANCOUVER TIME) TO: Coastal Pacific Mining Corp. ON __________________, 2005. SHARE PURCHASE WARRANTS TO PURCHASE COMMON SHARES OF PAN AMERICAN GOLD CORPORATION incorporated in the Province of Ontario THIS IS TO CERTIFY THAT ___________________________________, (the "“Holder”) of ________________________________________________________________________, has the right to purchase, upon and subject to the terms and conditions hereinafter referred to, up to ________________________________ fully paid and non-assessable common shares (the “Shares”) in the capital of Pan American Gold Corporation (hereinafter called the “Company") 000 Xxxxx Xxxxxx N.E.on or before 4:30 p.m. (Vancouver time) on __________________, Calgary, Alberta, T2E 0M3 Purchase ________ (the “Expiry Date”) at a price per Share (the “Exercise Price”) of SharesCDN$0.83 on the terms and conditions attached hereto as Appendix “A” (the “Terms and Conditions”).

Appears in 1 contract

Samples: Pan American Gold Corp

C E P T A N C E. This The above-mentioned Subscription Agreement in respect of the Shares Securities is hereby accepted by Coastal Pacific Mining Corp. XXXXX MEDIA INC. DATED at ______________________________Miami, FL, the _____ 13th day of __________________February, 20072014. Coastal Pacific Mining Corp. XXXXX MEDIA INC. Per: _____________________________________________ Authorized Signatory Xxxxxxxxxx Xxxxxxxx, President and CEO SCHEDULE A INSTRUMENT THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES SECURITY WAS ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS A PERSON WHO ARE IS NOT A U.S. PERSONS (PERSON AS DEFINED HEREIN) PURSUANT TO IN REGULATION S PROMULGATED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH ACCORDINGLY, THIS SUBSCRIPTION AGREEMENT RELATES HAVE PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE 1933 ACT, ACT OR ANY U.S. STATE SECURITIES LAWS, LAWS AND, UNLESS SO REGISTERED, NONE IT MAY NOT BE OFFERED OR SOLDSOLD IN THE UNITED STATES OR, 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. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES THIS PROMISSORY NOTE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE ACCORDANCE WITH THE 1933 ACT. PRIVATE PLACEMENT SUBSCRIPTION PROMISSORY NOTE US$50,000 Date: ________________________ FOR VALUE RECEIVED, the undersigned promises to pay to the order of _________________ at its principal office located at __________________, or at such other place as the holder of this Note may from time to time designate, the principal sum of FIFTY THOUSAND DOLLARS (Non U.S. Subscribers Only$50,000.00) TO: Coastal Pacific Mining Corp. in lawful money of the United States of America, together with interest thereon as herein provided, on February 28, 2015. The principal amount or such portion thereof as shall remain outstanding from time to time shall accrue simple interest, calculated monthly in arrears, at a rate of SEVEN PERCENT (7%) PER ANNUM commencing on the "Company"date of this promissory note and payable at maturity. If principal is not paid when due, the undersigned promises to pay all costs of collection, including without limitation, legal fees, and all expenses in connection with the protection or realization of the collateral securing this promissory note, if any, or the enforcement of any guaranty hereof incurred by the holder(s) 000 Xxxxx Xxxxxx N.E.hereof on account of such collection, Calgarywhether or not suit is filed hereon or thereon; such costs and expenses shall include, Albertawithout limitation, T2E 0M3 Purchase all costs, expenses and legal fees incurred by the holder(s) hereof in connection with any insolvency, bankruptcy, arrangement or other similar proceedings involving the undersigned, or involving any endorser or guarantor hereof, which in any way affects the exercise by the holder(s) hereof of Sharesthe rights and remedies of such holder(s) under this promissory note. The undersigned may prepay all or any portion of the principal sum without prior notice to, or the consent of, the holder, at any time and from time-to-time during the term of this Note. Presentment, protest, notice of protest and notice of dishonour are hereby waived. XXXXX MEDIA INC.

Appears in 1 contract

Samples: Private Placement Subscription Agreement (Quint Media Inc.)

C E P T A N C E. This The above-mentioned Subscription Agreement in respect of the Shares is are hereby accepted by Coastal Pacific Mining Corp. Global Health Ventures Inc. DATED at Vancouver, British Columbia, the ______________________________, the _____ day of ____________________ , 20072008. Coastal Pacific Mining Corp. GLOBAL HEALTH VENTURES INC. Per: ________________________________ Authorized Signatory EXHIBIT A FORM OF WARRANT 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. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. PRIVATE PLACEMENT SUBSCRIPTION UNLESS OTHERWISE PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THESE SECURITIES MUST NOT TRADE THE SECURITIES IN OR FROM BRITISH COLUMBIA UNLESS THE CONDITIONS IN SECTION 12(2) OF BC INSTRUMENT 51-509 ISSUERS QUOTED IN THE U.S. OVER-THE-COUNTER MARKET ARE MET. Warrant No. ___________ THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID AT _____________(Non U.S. Subscribers Only______________TIME) TO: Coastal Pacific Mining Corp. ON ____________________, 2010. SHARE PURCHASE WARRANTS TO PURCHASE COMMON SHARES OF GLOBAL HEALTH VENTURES INC. THIS IS TO CERTIFY THAT _____________________, (the "“Holder”) of ________________, has the right to purchase, upon and subject to the terms and conditions hereinafter referred to, up to _______________ fully paid and non-assessable common shares (the “Shares”) in the capital of Global Health Ventures Inc. (the “Company") 000 Xxxxx Xxxxxx N.E.on or before _______ p.m. (__________ time) on ____________________ , Calgary, Alberta, T2E 0M3 Purchase 2010 (the “Expiry Date”) at a price per Share of SharesUS$0.40 (the “Exercise Price”) on the terms and conditions attached hereto as Appendix A (the “Terms and Conditions”).

Appears in 1 contract

Samples: Private Placement Subscription Agreement (Global Health Ventures Inc.)

C E P T A N C E. This The above-mentioned Subscription Agreement in respect of the Shares Debenture is hereby accepted by Coastal Pacific Mining Maverick Minerals Corp. DATED at ______________________________SASKATOON , the _____ 26th day of __________________November, 20072009. Coastal Pacific Mining Corp. MAVERICK MINERALS CORPORATION /s/ Xxxxxx Xxxxxxx Per: ________________________________ Xxxxxx Xxxxxxx, Authorized Signatory EXHIBIT “A” Form of Convertible Debenture THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES INTO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES SECURITY IS CONVERTIBLE HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO PERSONS A PERSON WHO ARE IS NOT A U.S. PERSONS PERSON (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 REPRESENTED HEREBY NOR THE SECURITIES INTO WHICH THIS SUBSCRIPTION AGREEMENT RELATES THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) OR TO U.S. PERSONS 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. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THIS SECURITY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. PRIVATE PLACEMENT SUBSCRIPTION "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. Issue Date: November 26, 2009 Conversion Price (Non U.S. Subscribers Only) TO: Coastal Pacific Mining Corp. subject to adjustment herein): US$0.03 US$100,000 8% CONVERTIBLE DEBENTURE FOR VALUE RECEIVED, MAVERICK MINERALS CORPORATION (the "Company") 000 Xxxxx promises to pay to Xxxxxx N.E.Xxxxxxx (the “Holder”), Calgarythe principal sum of One Hundred Thousand Dollars (US$100,000) in lawful currency of the United States (the “Principal Amount”) on demand, Albertaand to pay interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Debenture at the rate of 8% per annum, T2E 0M3 Purchase payable on the Conversion Date (as hereafter defined). Interest shall be calculated on the basis of Sharesa 360-day year and shall accrue daily commencing on the Issue Date until payment in full of the Principal Amount, together with all accrued and unpaid interest and other amounts which may become due hereunder, has been made. Interest shall cease to accrue with respect to any part of the Principal Amount converted, provided that the Company in fact delivers the Conversion Shares (as hereinafter defined). Interest hereunder will be paid to the Holder. The Company may prepay any portion of the principal amount of this Debenture without the prior written consent of the Holder. This Debenture is subject to the following additional provisions: Subscription Agreement.

Appears in 1 contract

Samples: Subscription Agreement (Maverick Minerals Corp)

C E P T A N C E. This The above-mentioned Subscription Agreement in respect of the Shares is Units are hereby accepted by Coastal Pacific Mining Corp. Nexaira Wireless Inc. DATED at Vancouver, British Columbia, the ______________________________, the _____ day of ____________________, 20072010. Coastal Pacific Mining Corp. NEXAIRA WIRELESS INC. Per: ______________________________________ Authorized Signatory EXHIIBT A FORM OF WARRANT 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. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. PRIVATE PLACEMENT SUBSCRIPTION UNLESS OTHERWISE PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THESE SECURITIES MUST NOT TRADE THE SECURITIES IN OR FROM BRITISH COLUMBIA UNLESS THE CONDITIONS IN SECTION 12(2) OF BC INSTRUMENT 51-509 ISSUERS QUOTED IN THE U.S. OVER-THE-COUNTER MARKET ARE MET. Warrant No. ___________ THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID AT _____________ (Non U.S. Subscribers Only______________ TIME) TO: Coastal Pacific Mining Corp. ON ____________________, 20____. SHARE PURCHASE WARRANTS TO PURCHASE COMMON SHARES OF NEXAIRA WIRELESS INC. THIS IS TO CERTIFY THAT _____________________, (the "“Holder”) of ________________, has the right to purchase, upon and subject to the terms and conditions hereinafter referred to, up to _______________ fully paid and non‑assessable common shares (the “Shares”) in the capital of Nexaira Wireless Inc. (the “Company") 000 Xxxxx Xxxxxx N.E.on or before _______ p.m. (________ time) on ____________________, Calgary, Alberta, T2E 0M3 Purchase 20____ (the “Expiry Date”) at a price per Share of SharesUS$1.50 (the “Exercise Price”) on the terms and conditions attached hereto as Appendix A (the “Terms and Conditions”).

Appears in 1 contract

Samples: Form of Subscription Agreement (Nexaira Wireless Inc.)

C E P T A N C E. This The above-mentioned Subscription Agreement in respect of the Shares Note is hereby accepted by Coastal Pacific Mining Corp. Norstra Energy Inc. DATED at ______________________________Laredo , Texas, the _____ 27 th day of __________________February, 20072013. Coastal Pacific Mining Corp. NORSTRA ENERGY INC. Per: ________________________________ Authorized Signatory /s/ Dallas Kerenkezov Dallas Kerenkezov EXHIBIT “A” Form of Convertible Note THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES INTO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES SECURITY IS CONVERTIBLE HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO PERSONS A PERSON WHO ARE IS NOT A U.S. PERSONS PERSON (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 REPRESENTED HEREBY NOR THE SECURITIES INTO WHICH THIS SUBSCRIPTION AGREEMENT RELATES THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO A U.S. PERSONS (AS DEFINED HEREIN) PERSON 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. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THIS SECURITY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. PRIVATE PLACEMENT SUBSCRIPTION (Non "UNITED STATES" AND "U.S. Subscribers Only) TOPERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. Dated: Coastal Pacific Mining Corp. February 27, 2013 U.S. $100,000 CONVERTIBLE NOTE FOR VALUE RECEIVED, NORSTRA ENERGY INC. (the "Company") 000 Xxxxx Xxxxxx N.E.promises to pay to JXXXXXX XXXXXXX LLC, Calgaryor its registered assigns (the “Holder”), Albertathe principal sum of One Hundred Thousand Dollars ($100,000) in lawful currency of the United States (the “Principal Amount”) on February 27, T2E 0M3 Purchase 2015 or such earlier date as the Note may be permitted to be repaid as provided hereunder (the “Maturity Date”), with 10% annual interest, to the Holder on the earlier of Shares(i) the Conversion Date (as hereafter defined) and (ii) the Maturity Date (except that, if any such date is not a Business Day, then such payment shall be due on the next succeeding Business Day) in cash. The Company may prepay any portion of the Principal Amount without the prior written consent of the Holder. This Note is subject to the following additional provisions:

Appears in 1 contract

Samples: Private Placement Subscription Agreement (Norstra Energy Inc)

C E P T A N C E. This The above-mentioned Subscription Agreement in respect of the Shares is hereby accepted by Coastal Pacific Mining Corp. Crown Oil and Gas Inc.DATED at _____________________________________, the _____ _day of __________________, 20072008. Coastal Pacific Mining Corp. CROWN OIL AND GAS INC. Per: ________________________________ Authorized Signatory THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (EXHIBIT "A" THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO PERSONS A PERSON WHO ARE IS NOT A U.S. PERSONS PERSON (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 REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) OR TO U.S. PERSONS 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. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. PRIVATE PLACEMENT SUBSCRIPTION "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID AT 4:30 P.M. (Non U.S. Subscribers OnlyCENTRAL STANDARD TIME) TO: Coastal Pacific Mining Corp. ON __________________, 2010. SHARE PURCHASE WARRANTS TO PURCHASE SHARES IN THE COMMON STOCK OF CROWN OIL AND GAS INC. (incorporated in the State of Nevada) CERTIFICATE NO.:______________ February 15, 2008 THIS IS TO CERTIFY THAT _____________________, (the "Holder") of _____________________, has the right to purchase, upon and subject to the Terms and Conditions hereinafter referred to, up to ______________ fully paid and non-assessable shares (the "Shares") in the common stock of Crown Oil and Gas Inc. (hereinafter called the "Company") 000 Xxxxx Xxxxxx N.E.on or before 4:30 p.m. (Pacific Standard time) on __________________, Calgary, Alberta, T2E 0M3 Purchase of Shares2010 (the "Expiry Date") at a price per Share (the "Exercise Price") of: (i) US$1.50 for the first 12-month period after the Closing (as defined in Appendix "A" attached hereto); and (ii) US$2.00 for the remaining 24-month period after the Closing on the Terms and Conditions attached hereto as Appendix "A" (the "Terms and Conditions").

Appears in 1 contract

Samples: Subscription Agreement (Crown Oil & Gas Inc.)

C E P T A N C E. This The above-mentioned Subscription Agreement in respect of the Shares Note is hereby accepted by Coastal Pacific Mining Corp. Vapor Hub International Inc. DATED at ______________________________, the _____ day of __________________, 20072014. Coastal Pacific Mining Corp. VAPOR HUB INTERNATIONAL INC. Per: ________________________________ /s/ Authorized Signatory EXHIBIT “A” Form of Convertible Note THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES INTO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES SECURITY IS CONVERTIBLE HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO PERSONS A PERSON WHO ARE IS NOT A U.S. PERSONS PERSON (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 REPRESENTED HEREBY NOR THE SECURITIES INTO WHICH THIS SUBSCRIPTION AGREEMENT RELATES THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO A U.S. PERSONS (AS DEFINED HEREIN) PERSON 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. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THIS SECURITY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. PRIVATE PLACEMENT SUBSCRIPTION (Non "UNITED STATES" AND "U.S. Subscribers Only) TOPERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. Dated: Coastal Pacific Mining Corp. ______________, 2014 U.S. $_________ CONVERTIBLE NOTE FOR VALUE RECEIVED, VAPOR HUB INTERNATIONAL INC. (the "Company") 000 Xxxxx Xxxxxx N.E.promises to pay to _______________________________________________or its registered assigns (the “Holder”), Calgarythe principal sum of $ ______________________ in lawful currency of the United States (the “Principal Amount”) on ________________, Alberta2017 or such earlier date as the Note may be permitted to be repaid as provided hereunder (the “Maturity Date”), T2E 0M3 Purchase with 8% annual interest, to the Holder on the earlier of Shares(i) the Conversion Date (as hereafter defined) and (ii) the Maturity Date (except that, if any such date is not a Business Day, then such payment shall be due on the next succeeding Business Day) in cash. The Company may prepay any portion of the Principal Amount without the prior written consent of the Holder. This Note is subject to the following additional provisions:

Appears in 1 contract

Samples: Subscription Agreement (Vapor Hub International Inc.)

C E P T A N C E. This Subscription The above-mentioned Agreement in respect of the Shares is hereby accepted by Coastal Pacific Mining Corp. Pan American Gold Corporation. DATED at _____________________________________, the _____ ____day of __________________, 20072006. Coastal Pacific Mining Corp. PAN AMERICAN GOLD CORPORATION Per: ________________________________ Authorized Signatory THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (EXHIBIT A THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO PERSONS A PERSON WHO ARE IS NOT A U.S. PERSONS PERSON (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 REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) OR TO U.S. PERSONS 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. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. PRIVATE PLACEMENT SUBSCRIPTION "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES SHALL NOT TRADE THE SECURITIES BEFORE ___________________________. [Instruction for Date: Insert the date that is 4 months and a day after the Closing Date] THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID AT 4:30 P.M. (Non U.S. Subscribers OnlyVANCOUVER TIME) TO: Coastal Pacific Mining Corp. ON __________________, 2007. SHARE PURCHASE WARRANTS TO PURCHASE COMMON SHARES OF PAN AMERICAN GOLD CORPORATION incorporated in the Province of Ontario THIS IS TO CERTIFY THAT ___________________________________, (the "“Holder”) of _________________________________________________, has the right to purchase, upon and subject to the terms and conditions hereinafter referred to, up to ________________________________ fully paid and non-assessable common shares (the “Shares”) in the capital of Pan American Gold Corporation (hereinafter called the “Company") 000 Xxxxx Xxxxxx N.E.on or before 4:30 p.m. (Vancouver time) on __________________, Calgary, Alberta, T2E 0M3 Purchase ________ (the “Expiry Date”) at a price per Share (the “Exercise Price”) of SharesUS$0.90 on the terms and conditions attached hereto as Appendix “A” (the “Terms and Conditions”).

Appears in 1 contract

Samples: Private Placement Subscription Agreement (Pan American Gold Corp)

C E P T A N C E. This The above-mentioned Subscription Agreement in respect of the Shares Securities is hereby accepted by Coastal Pacific Mining Corp. XXXXX MEDIA INC. DATED at ______________________________Miami, FL, the _____ 15th day of __________________July, 20072014. Coastal Pacific Mining Corp. PerXXXXX MEDIA INC. By: ________________________________________________ Authorized Signatory Xxxxxxxxxx Xxxxxxxx, President and CEO SCHEDULE A INSTRUMENT THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES SECURITY WAS ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS A PERSON WHO ARE IS NOT A U.S. PERSONS (PERSON AS DEFINED HEREIN) PURSUANT TO IN REGULATION S PROMULGATED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH ACCORDINGLY, THIS SUBSCRIPTION AGREEMENT RELATES HAVE PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE 1933 ACT, ACT OR ANY U.S. STATE SECURITIES LAWS, LAWS AND, UNLESS SO REGISTERED, NONE IT MAY NOT BE OFFERED OR SOLDSOLD IN THE UNITED STATES OR, 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. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES THIS PROMISSORY NOTE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE ACCORDANCE WITH THE 1933 ACT. PRIVATE PLACEMENT SUBSCRIPTION PROMISSORY NOTE US$100,000 Date: _______________________________ FOR VALUE RECEIVED, the undersigned promises to pay to the order of _________________ at its principal office located at __________________, or at such other place as the holder of this Note may from time to time designate, the principal sum of ONE HUNDRED THOUSAND DOLLARS (Non U.S. Subscribers Only$100,000.00) TO: Coastal Pacific Mining Corp. in lawful money of the United States of America, together with interest thereon as herein provided, on March 31, 2015. The principal amount or such portion thereof as shall remain outstanding from time to time shall accrue simple interest, calculated monthly in arrears, at a rate of SEVEN PERCENT (7%) PER ANNUM commencing on the "Company"date of this promissory note and payable at maturity. If principal is not paid when due, the undersigned promises to pay all costs of collection, including without limitation, legal fees, and all expenses in connection with the protection or realization of the collateral securing this promissory note, if any, or the enforcement of any guaranty hereof incurred by the holder(s) 000 Xxxxx Xxxxxx N.E.hereof on account of such collection, Calgarywhether or not suit is filed hereon or thereon; such costs and expenses shall include, Albertawithout limitation, T2E 0M3 Purchase all costs, expenses and legal fees incurred by the holder(s) hereof in connection with any insolvency, bankruptcy, arrangement or other similar proceedings involving the undersigned, or involving any endorser or guarantor hereof, which in any way affects the exercise by the holder(s) hereof of Sharesthe rights and remedies of such holder(s) under this promissory note. The undersigned may prepay all or any portion of the principal sum without prior notice to, or the consent of, the holder, at any time and from time-to-time during the term of this Note. Presentment, protest, notice of protest and notice of dishonour are hereby waived. XXXXX MEDIA INC.

Appears in 1 contract

Samples: Private Placement Subscription Agreement (Quint Media Inc.)

C E P T A N C E. This The above-mentioned Subscription Agreement in respect of the Shares Units is hereby accepted by Coastal Pacific Mining Corp. Global Innovative Systems, Inc. DATED at _____________________________________, the ________ day of __________________, 2007. Coastal Pacific Mining Corp. Per: ________________________________ . GLOBAL INNOVATIVE SYSTEMS, INC. Per: Authorized Signatory THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (EXHIBIT A THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO PERSONS A PERSON WHO ARE IS NOT A U.S. PERSONS PERSON (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 REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) OR TO U.S. PERSONS 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. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. PRIVATE PLACEMENT SUBSCRIPTION “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID AT _____________ (Non U.S. Subscribers Only______________ TIME) TO: Coastal Pacific Mining Corp. ON ___________, 2007. SHARE PURCHASE WARRANTS TO PURCHASE COMMON SHARES OF Global Innovative Systems, Inc. incorporated in the State of Nevada THIS IS TO CERTIFY THAT _____________________, (the "“Holder”) of ________________, has the right to purchase, upon and subject to the terms and conditions hereinafter referred to, up to _______________ fully paid and non-assessable common shares (the “Shares”) in the capital of Global Innovative Systems, Inc. (hereinafter called the “Company") 000 Xxxxx Xxxxxx N.E.on or before _______ p.m. (__________ time) on ______________, Calgary, Alberta, T2E 0M3 Purchase 2007 (the “Expiry Date”) at a price per Share (the “Exercise Price”) of SharesUS$_________ on the terms and conditions attached hereto as Appendix “A” (the “Terms and Conditions”).

Appears in 1 contract

Samples: Subscription Agreement (Global Innovative Systems Inc)

C E P T A N C E. This The above-mentioned Subscription Agreement in respect of the Shares is hereby accepted by Coastal Pacific Mining Caduceus Software Systems Corp. DATED at West Midlands, U.K., the ______________________________, the _____ day of __________________, 20072011 CADUCEUS SOFTWARE SYSTEMS CORP. Coastal Pacific Mining Corp. Per: ________________________________ Authorized Signatory THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (EXHIBIT A THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO PERSONS A PERSON WHO ARE IS NOT A U.S. PERSONS PERSON (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 REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) OR TO U.S. PERSONS 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. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. PRIVATE PLACEMENT SUBSCRIPTION "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID AT 5:30 P.M. (Non U.S. Subscribers OnlyNEW YORK TIME) TO: Coastal Pacific Mining ON November 4, (2014). SHARE PURCHASE WARRANTS TO PURCHASE COMMON SHARES OF CADUCEUS SOFTWARE SYSTEMS CORP. incorporated in the State of Nevada THIS IS TO CERTIFY THAT _____________, (the “Holder”) of __________________ has the right to purchase, upon and subject to the terms and conditions hereinafter referred to, up to 900,000 fully paid and non‑assessable common shares (the “Shares”) in the capital of Caduceus Software Systems Corp. (hereinafter called the "Company") 000 Xxxxx Xxxxxx N.E.on or before 5:30 p.m. (Eastern Standard Time) on November 4, Calgary, Alberta, T2E 0M3 Purchase 2014 (the “Expiry Date”) at a price per Share (the “Exercise Price”) of SharesUS$0.15 on the terms and conditions attached hereto as Appendix “A” (the “Terms and Conditions”).

Appears in 1 contract

Samples: Caduceus Software Systems Corp.

C E P T A N C E. This The above-mentioned Subscription Agreement in respect of the Shares is hereby accepted by Coastal Pacific Mining Corp. Puppy Zone Enterprises, Inc. DATED at _____________________________________, the ________ day of __________________, 20072005 PUPPY ZONE ENTERPRISES, INC. Coastal Pacific Mining Corp. Per: ________________________________ Authorized Signatory THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN D/KFR/779427.1 SCHEDULE A 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 1933MEMORANDUM Form 45-106F2 Offering Memorandum for Non-Qualifying Issuers Date: October 27, AS AMENDED (THE "1933 ACT")2005 The Issuer: Name: PUPPY ZONE ENTERPRISES INC. 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. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: Coastal Pacific Mining Corp. (the "“Issuer”) Head office: 0000 X. Xxxxxxx Xxxxxx Xxxxx 000 Xxx Xxxxx, Xxxxxx 00000-0000 Phone Number: 000-000-0000; Fax Number: (000) 000-0000; Currently listed or quoted? No. These securities do not trade on any exchange or market Reporting issuer? No SEDAR filer? No The Offering: Securities offered: 3,000,000 units (the “Units”), each Unit consisting of one common share of the Issuer (a “Share”) and one non-transferable common share purchase warrant (a “Warrant”), each Warrant entitling the holder thereof to purchase one further common share of the Issuer (a “Warrant Share”) at a price of $0.10 per Warrant Share. Price per security: $0.05 per Unit Minimum offering None. You may be the only purchaser. Maximum offering: 3,000,000 Units Minimum subscription amount: There is no minimum subscription amount an investor must invest. Payment Terms: Subscription Proceeds must accompany this Subscription and shall be paid by certified cheque or bank draft drawn on a Canadian chartered bank, or a bank in the United States reasonably acceptable to the Company") 000 Xxxxx Xxxxxx N.E., Calgaryand made payable and delivered to the Company. Alternatively, Albertathe Subscription Proceeds may be wired to the Company or its lawyers pursuant to wiring instructions that will be provided to the Subscriber upon request. If the funds are wired to the Company’s lawyers, T2E 0M3 Purchase of Sharesthose lawyers are authorized to immediately deliver the funds to the Company. Proposed closing date(s): January 27, 2006 Income tax consequences: There are important tax consequences to these securities. See Item 6 Selling agent: No Resale Restrictions You will be restricted from selling your securities for an indefinite period. See Item 10.

Appears in 1 contract

Samples: Puppy Zone Enterprises, Inc

Time is Money Join Law Insider Premium to draft better contracts faster.