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

C E P T A N C E. The above-mentioned Agreement in respect of the Shares is hereby accepted by MAVERICK MINERALS CORPORATION DATED at Saskatoon, the 10th day of February, 2009. MAVERICK MINERALS CORPORATION Per: Authorized Signatory SCHEDULE A U.S. ACCREDITED INVESTOR QUESTIONNAIRE All capitalized terms herein, unless otherwise defined, have the meanings ascribed thereto in the Subscription Agreement. This Questionnaire is for use by each Subscriber who has indicated an interest in purchasing common shares of Maverick Minerals Corporation (the "Company"). The purpose of this Questionnaire is to assure the Company that each Subscriber will meet the standards imposed by the Securities Act of 1933 (the “1933 Act”) and an appropriate exemption from applicable state securities laws. The Company will rely on the information contained in this Questionnaire for the purposes of such determination. This Questionnaire is not an offer of the shares or any other securities of the Company in any state other than those specifically authorized by the Company. All information contained in this Questionnaire will be treated as confidential. However, by signing and returning this Questionnaire, each Subscriber agrees that, if necessary, this Questionnaire may be presented to such parties as the Company deems appropriate to establish the availability, under the 1933 Act or applicable state securities law, of an exemption from registration in connection with the sale of shares of the Company. The Subscriber covenants, represents and warrants to the Company that it satisfies one or more of the categories of "Accredited Investors", as defined in Rule 501 of Regulation D promulgated under the 1933 Act, as indicated below: (Please initial in the space provide those categories, if any, of an "Accredited Investor" which the Subscriber satisfies):

Appears in 2 contracts

Samples: Settlement and Subscription Agreement (Senergy Partners LLC), Settlement and Subscription Agreement (Maverick Minerals Corp)

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C E P T A N C E. The above-mentioned Agreement in respect of the Shares is hereby accepted by MAVERICK MINERALS CORPORATION RVPlus Inc. DATED at SaskatoonJersey City, New Jersey the 10th 7th day of FebruarySeptember, 20092012. MAVERICK MINERALS CORPORATION RVPLUS INC. Per: /s/ Xxxx Xxx Xxxxxxxx, CEO Authorized Signatory SCHEDULE A U.S. 11 SCHEDULE B US ACCREDITED INVESTOR QUESTIONNAIRE All capitalized terms herein, unless otherwise defined, have the meanings ascribed thereto in the Subscription Debt Settlement Agreement. This Questionnaire is for use by each Subscriber who is a US person (as that term is defined Regulation S of the United States Securities Act of 1933 (the “ 1933 Act ”)) and has indicated an interest in purchasing common shares Shares of Maverick Minerals Corporation RVPlus Inc. (the "Company"“ Company ”). The purpose of this Questionnaire is to assure the Company that each Subscriber will meet the standards imposed by the Securities 1933 Act and the appropriate exemptions of 1933 (the “1933 Act”) and an appropriate exemption from applicable state securities laws. The Company will rely on the information contained in this Questionnaire for the purposes of such determination. The Shares will not be registered under the 1933 Act in reliance upon the exemption from registration afforded by Section 3(b) and/or Section 4(2) and Regulation D of the 1933 Act. This Questionnaire is not an offer of the shares Shares or any other securities of the Company in any state other than those specifically authorized by the Company. All information contained in this Questionnaire will be treated as confidential. However, by signing and returning this Questionnaire, each Subscriber agrees that, if necessary, this Questionnaire may be presented to such parties as the Company deems appropriate to establish the availability, under the 1933 Act or applicable state securities law, of an exemption from registration in connection with the sale of shares of the CompanyShares hereunder. The Subscriber covenants, represents and warrants to the Company that it satisfies one or more of the categories of "Accredited Investors", as defined in Rule 501 of by Regulation D promulgated under the 1933 Act, as indicated below: (( Please initial in the space provide provided those categories, if any, of an "Accredited Investor" which the Subscriber satisfies):.) _________ Category 1 An organization described in Section 501(c)(3) of the United States Internal Revenue Code, a corporation, a Massachusetts or similar business trust or partnership, not formed for the specific purpose of acquiring the Shares, with total assets in excess of US $5,000,000. _________ Category 2 a natural person whose individual net worth, or joint net worth with that person’s spouse, at the date of this Certification exceeds US $1,000,000, excluding the value of the primary residence of such person(s) and the related amount of indebtedness secured by the primary residence up to its fair market value. _________ Category 3 A natural person who had an individual income in excess of US $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of US $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year. _________ Category 4 A “bank” as defined under Section (3)(a)(2) of the 1933 Act or savings and loan association or other institution as defined in Section 3(a)(5)(A) of the 1933 Act acting in its individual or fiduciary capacity; a broker dealer registered pursuant to Section 15 of the Securities Exchange Act of 0000 (Xxxxxx Xxxxxx); an insurance company as defined in Section 2(13) of the 1933 Act; an investment company registered under the Investment Company Act of 1940 (United States) or a business development company as defined in Section 2(a)(48) of such Act; a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 0000 (Xxxxxx Xxxxxx); a plan with total assets in excess of $5,000,000 established and maintained by a state, a political subdivision thereof, or an agency or instrumentality of a state or a political subdivision thereof, for the benefit of its employees; an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 (United States) whose investment decisions are made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000, or, if a self-directed plan, whose investment decisions are made solely by persons that are accredited investors. _________ Category 5 A private business development company as defined in Section 202(a)(22) of the Investment Xxxxxxxx Xxx xx 0000 (Xxxxxx Xxxxxx). _________ Category 6 A director or executive officer of the Company. _________ Category 7 A trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Shares, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the 1933 Act. _________ Category 8 An entity in which all of the equity owners satisfy the requirements of one or more of the foregoing categories. Note that prospective Subscribers claiming to satisfy one of the above categories of Accredited Investor may be required to supply the Company with a balance sheet, prior years’ federal income tax returns or other appropriate documentation to verify and substantiate the Subscriber’s status as an Accredited Investor. If the Subscriber is an entity which initialed Category 8 in reliance upon the Accredited Investor categories above, state the name, address, total personal income from all sources for the previous calendar year, and the net worth (exclusive of home, home furnishings and personal automobiles) for each equity owner of the said entity: The Subscriber hereby certifies that the information contained in this Questionnaire is complete and accurate and the Subscriber will notify the Company promptly of any change in any such information. If this Questionnaire is being completed on behalf of a corporation, partnership, trust or estate, the person executing on behalf of the Subscriber represents that it has the authority to execute and deliver this Questionnaire on behalf of such entity.

Appears in 2 contracts

Samples: Settlement and Subscription Agreement (RVPlus Inc.), Settlement and Subscription Agreement (RVPlus Inc.)

C E P T A N C E. The above-mentioned Agreement in respect of the Shares is hereby accepted by MAVERICK MINERALS CORPORATION RVPlus Inc. DATED at SaskatoonJersey City, New Jersey the 10th 7th day of FebruarySeptember, 20092012. MAVERICK MINERALS CORPORATION RVPLUS INC. Per: /s/ Xxxx Xxx Xxxxxxxx, CEO Authorized Signatory SCHEDULE A U.S. SCHEDULE B US ACCREDITED INVESTOR QUESTIONNAIRE All capitalized terms herein, unless otherwise defined, have the meanings ascribed thereto in the Subscription Debt Settlement Agreement. This Questionnaire is for use by each Subscriber who is a US person (as that term is defined Regulation S of the United States Securities Act of 1933 (the “ 1933 Act ”)) and has indicated an interest in purchasing common shares Shares of Maverick Minerals Corporation RVPlus Inc. (the "Company"“ Company ”). The purpose of this Questionnaire is to assure the Company that each Subscriber will meet the standards imposed by the Securities 1933 Act and the appropriate exemptions of 1933 (the “1933 Act”) and an appropriate exemption from applicable state securities laws. The Company will rely on the information contained in this Questionnaire for the purposes of such determination. The Shares will not be registered under the 1933 Act in reliance upon the exemption from registration afforded by Section 3(b) and/or Section 4(2) and Regulation D of the 1933 Act. This Questionnaire is not an offer of the shares Shares or any other securities of the Company in any state other than those specifically authorized by the Company. All information contained in this Questionnaire will be treated as confidential. However, by signing and returning this Questionnaire, each Subscriber agrees that, if necessary, this Questionnaire may be presented to such parties as the Company deems appropriate to establish the availability, under the 1933 Act or applicable state securities law, of an exemption from registration in connection with the sale of shares of the CompanyShares hereunder. The Subscriber covenants, represents and warrants to the Company that it satisfies one or more of the categories of "Accredited Investors", as defined in Rule 501 of by Regulation D promulgated under the 1933 Act, as indicated below: (( Please initial in the space provide provided those categories, if any, of an "Accredited Investor" which the Subscriber satisfies):.) _________ Category 1 An organization described in Section 501(c)(3) of the United States Internal Revenue Code, a corporation, a Massachusetts or similar business trust or partnership, not formed for the specific purpose of acquiring the Shares, with total assets in excess of US $5,000,000. _________ Category 2 a natural person whose individual net worth, or joint net worth with that person’s spouse, at the date of this Certification exceeds US $1,000,000, excluding the value of the primary residence of such person(s) and the related amount of indebtedness secured by the primary residence up to its fair market value. _________ Category 3 A natural person who had an individual income in excess of US $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of US $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year. _________ Category 4 A “bank” as defined under Section (3)(a)(2) of the 1933 Act or savings and loan association or other institution as defined in Section 3(a)(5)(A) of the 1933 Act acting in its individual or fiduciary capacity; a broker dealer registered pursuant to Section 15 of the Securities Exchange Act of 0000 (Xxxxxx Xxxxxx); an insurance company as defined in Section 2(13) of the 1933 Act; an investment company registered under the Investment Company Act of 1940 (United States) or a business development company as defined in Section 2(a)(48) of such Act; a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 0000 (Xxxxxx Xxxxxx); a plan with total assets in excess of $5,000,000 established and maintained by a state, a political subdivision thereof, or an agency or instrumentality of a state or a political subdivision thereof, for the benefit of its employees; an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 (United States) whose investment decisions are made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000, or, if a self-directed plan, whose investment decisions are made solely by persons that are accredited investors. _________ Category 5 A private business development company as defined in Section 202(a)(22) of the Investment Xxxxxxxx Xxx xx 0000 (Xxxxxx Xxxxxx). _________ Category 6 A director or executive officer of the Company. _________ Category 7 A trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Shares, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the 1933 Act. _________ Category 8 An entity in which all of the equity owners satisfy the requirements of one or more of the foregoing categories. Note that prospective Subscribers claiming to satisfy one of the above categories of Accredited Investor may be required to supply the Company with a balance sheet, prior years’ federal income tax returns or other appropriate documentation to verify and substantiate the Subscriber’s status as an Accredited Investor. If the Subscriber is an entity which initialed Category 8 in reliance upon the Accredited Investor categories above, state the name, address, total personal income from all sources for the previous calendar year, and the net worth (exclusive of home, home furnishings and personal automobiles) for each equity owner of the said entity: The Subscriber hereby certifies that the information contained in this Questionnaire is complete and accurate and the Subscriber will notify the Company promptly of any change in any such information. If this Questionnaire is being completed on behalf of a corporation, partnership, trust or estate, the person executing on behalf of the Subscriber represents that it has the authority to execute and deliver this Questionnaire on behalf of such entity.

Appears in 1 contract

Samples: Settlement and Subscription Agreement (RVPlus Inc.)

C E P T A N C E. The above-mentioned Agreement in respect of the Shares is hereby accepted by MAVERICK MINERALS CORPORATION DATED at SaskatoonToronto, the 10th 8th day of FebruaryAugust, 20092012. MAVERICK MINERALS CORPORATION Per: /s/ Xxxxxx Xxxxxxx Authorized Signatory SCHEDULE A U.S. Loan Schedule Unsecured, non-interest bearing, no specific repayment terms 89,992.60 - 89,992.60 Unsecured, bears interest at 5% per annum, no specific repayment terms 540,000.00 45,863.02 585,863.02 Term loan secured by shares of Eskota Corporation, monthly payments of $50,000 due starting January 1, 2012 maturing April 1, 2015, interest compounded monthly 2,400,000.00 233,799.40 2,633,799.40 3,029,992.60 279,662.42 3,309,655.02 SCHEDULE B US ACCREDITED INVESTOR QUESTIONNAIRE All capitalized terms herein, unless otherwise defined, have the meanings ascribed thereto in the Subscription Debt Settlement Agreement. This Questionnaire is for use by each Subscriber who is a US person (as that term is defined Regulation S of the United States Securities Act of 1933 (the “1933 Act”)) and has indicated an interest in purchasing common shares Shares of Maverick Minerals Corporation (the "Company"). The purpose of this Questionnaire is to assure the Company that each Subscriber will meet the standards imposed by the Securities 1933 Act and the appropriate exemptions of 1933 (the “1933 Act”) and an appropriate exemption from applicable state securities laws. The Company will rely on the information contained in this Questionnaire for the purposes of such determination. The Shares will not be registered under the 1933 Act in reliance upon the exemption from registration afforded by Section 3(b) and/or Section 4(2) and Regulation D of the 1933 Act. This Questionnaire is not an offer of the shares Shares or any other securities of the Company in any state other than those specifically authorized by the Company. All information contained in this Questionnaire will be treated as confidential. However, by signing and returning this Questionnaire, each Subscriber agrees that, if necessary, this Questionnaire may be presented to such parties as the Company deems appropriate to establish the availability, under the 1933 Act or applicable state securities law, of an exemption from registration in connection with the sale of shares of the CompanyShares hereunder. The Subscriber covenants, represents and warrants to the Company that it satisfies one or more of the categories of "Accredited Investors", as defined in Rule 501 of by Regulation D promulgated under the 1933 Act, as indicated below: (Please initial in the space provide provided those categories, if any, of an "Accredited Investor" which the Subscriber satisfies):.) _________ Category 1 An organization described in Section 501(c)(3) of the United States Internal Revenue Code, a corporation, a Massachusetts or similar business trust or partnership, not formed for the specific purpose of acquiring the Shares, with total assets in excess of US $5,000,000. _________ Category 2 a natural person whose individual net worth, or joint net worth with that person’s spouse, at the date of this Certification exceeds US $1,000,000, excluding the value of the primary residence of such person(s) and the related amount of indebtedness secured by the primary residence up to its fair market value. _________ Category 3 A natural person who had an individual income in excess of US $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of US $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year. _________ Category 4 A “bank” as defined under Section (3)(a)(2) of the 1933 Act or savings and loan association or other institution as defined in Section 3(a)(5)(A) of the 1933 Act acting in its individual or fiduciary capacity; a broker dealer registered pursuant to Section 15 of the Securities Exchange Act of 0000 (Xxxxxx Xxxxxx); an insurance company as defined in Section 2(13) of the 1933 Act; an investment company registered under the Investment Company Act of 1940 (United States) or a business development company as defined in Section 2(a)(48) of such Act; a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 0000 (Xxxxxx Xxxxxx); a plan with total assets in excess of $5,000,000 established and maintained by a state, a political subdivision thereof, or an agency or instrumentality of a state or a political subdivision thereof, for the benefit of its employees; an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 (United States) whose investment decisions are made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000, or, if a self-directed plan, whose investment decisions are made solely by persons that are accredited investors. _________ Category 5 A private business development company as defined in Section 202(a)(22) of the Investment Xxxxxxxx Xxx xx 0000 (Xxxxxx Xxxxxx). _________ Category 6 A director or executive officer of the Company. _________ Category 7 A trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Shares, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the 1933 Act. _________ Category 8 An entity in which all of the equity owners satisfy the requirements of one or more of the foregoing categories. Note that prospective Subscribers claiming to satisfy one of the above categories of Accredited Investor may be required to supply the Company with a balance sheet, prior years’ federal income tax returns or other appropriate documentation to verify and substantiate the Subscriber’s status as an Accredited Investor. If the Subscriber is an entity which initialled Category 8 in reliance upon the Accredited Investor categories above, state the name, address, total personal income from all sources for the previous calendar year, and the net worth (exclusive of home, home furnishings and personal automobiles) for each equity owner of the said entity: The Subscriber hereby certifies that the information contained in this Questionnaire is complete and accurate and the Subscriber will notify the Company promptly of any change in any such information. If this Questionnaire is being completed on behalf of a corporation, partnership, trust or estate, the person executing on behalf of the Subscriber represents that it has the authority to execute and deliver this Questionnaire on behalf of such entity.

Appears in 1 contract

Samples: Settlement and Subscription Agreement (Maverick Minerals Corp)

C E P T A N C E. The above-mentioned Agreement in respect of the Series C Shares is hereby accepted by MAVERICK MINERALS CORPORATION LITHIUM EXPLORATION GROUP, INC. DATED at SaskatoonTempe, Arizona effective the 10th 3rd day of FebruaryAugust, 20092017. MAVERICK MINERALS CORPORATION Per: Authorized Signatory SCHEDULE A U.S. UNITED STATES ACCREDITED INVESTOR QUESTIONNAIRE All capitalized terms herein, unless otherwise defined, have the meanings ascribed thereto in the Subscription Agreement. This Questionnaire is for use by each Subscriber who is a US person (as that term is defined Regulation S of the United States Securities Act of 1933 (the “1933 Act”)) and has indicated an interest in purchasing common shares Series C Shares of Maverick Minerals Corporation (the "Company")Issuer. The purpose of this Questionnaire is to assure the Company that each Subscriber will meet the standards imposed by the Securities 1933 Act and the appropriate exemptions of 1933 (the “1933 Act”) and an appropriate exemption from applicable state securities laws. The Company will rely on the information contained in this Questionnaire for the purposes of such determination. The Securities will not be registered under the 1933 Act in reliance upon the exemption from registration afforded by Section 3(b) and/or Section 4(2) and Regulation D of the 1933 Act. This Questionnaire is not an offer of the shares Securities or any other securities of the Company in any state other than those specifically authorized by the CompanyIssuer. All information contained in this Questionnaire will be treated as confidential. However, by signing and returning this Questionnaire, each Subscriber agrees that, if necessary, this Questionnaire may be presented to such parties as the Company deems appropriate to establish the availability, under the 1933 Act or applicable state securities law, of an exemption from registration in connection with the sale of shares of the CompanySecurities hereunder. The Subscriber covenants, represents and warrants to the Company that it satisfies one or more of the categories of "Accredited Investors", as defined in Rule 501 of by Regulation D promulgated under the 1933 Act, as indicated below: (Please initial in the space provide those categories, if any, of an "Accredited Investor" which the Subscriber satisfies):.) __________ Category 1 An organization described in Section 501(c)(3) of the United States Internal Revenue Code, a corporation, a Massachusetts or similar business trust or partnership, not formed for the specific purpose of acquiring the Securities, with total assets in excess of US $5,000,000.

Appears in 1 contract

Samples: Private Placement Subscription Agreement (Lithium Exploration Group, Inc.)

C E P T A N C E. The above-mentioned Agreement in respect of the Shares is hereby accepted by MAVERICK MINERALS CORPORATION DATED at Saskatoon, the 10th 24th day of FebruarySeptember, 2009. MAVERICK MINERALS CORPORATION Per: Authorized Signatory SCHEDULE A U.S. ACCREDITED INVESTOR QUESTIONNAIRE All capitalized terms herein, unless otherwise defined, have the meanings ascribed thereto in the Subscription Agreement. This Questionnaire is for use by each Subscriber who has indicated an interest in purchasing common shares of Maverick Minerals Corporation (the "Company"). The purpose of this Questionnaire is to assure the Company that each Subscriber will meet the standards imposed by the Securities Act of 1933 (the “1933 Act”) and an appropriate exemption from applicable state securities laws. The Company will rely on the information contained in this Questionnaire for the purposes of such determination. This Questionnaire is not an offer of the shares or any other securities of the Company in any state other than those specifically authorized by the Company. All information contained in this Questionnaire will be treated as confidential. However, by signing and returning this Questionnaire, each Subscriber agrees that, if necessary, this Questionnaire may be presented to such parties as the Company deems appropriate to establish the availability, under the 1933 Act or applicable state securities law, of an exemption from registration in connection with the sale of shares of the Company. The Subscriber covenants, represents and warrants to the Company that it satisfies one or more of the categories of "Accredited Investors", as defined in Rule 501 of Regulation D promulgated under the 1933 Act, as indicated below: (Please initial in the space provide those categories, if any, of an "Accredited Investor" which the Subscriber satisfies):): _______ Category 1 An organization described in Section 501(c)(3) of the United States Internal Revenue Code, a corporation, a Massachusetts or similar business trust or partnership, not formed for the specific purpose of acquiring the Units, with total assets in excess of US $5,000,000;

Appears in 1 contract

Samples: Settlement and Subscription Agreement (Maverick Minerals Corp)

C E P T A N C E. The above-mentioned Agreement in respect of the Shares is hereby accepted by MAVERICK MINERALS CORPORATION DATED at Saskatoon, the 10th 19th day of FebruaryJuly, 20092010. MAVERICK MINERALS CORPORATION Per: /s/ Xxxxxx Xxxxxxx Authorized Signatory SCHEDULE A U.S. ACCREDITED INVESTOR QUESTIONNAIRE All capitalized terms herein, unless otherwise defined, have the meanings ascribed thereto in the Subscription Agreement. This Questionnaire is for use by each Subscriber who has indicated an interest in purchasing common shares of Maverick Minerals Corporation (the "Company"). The purpose of this Questionnaire is to assure the Company that each Subscriber will meet the standards imposed by the Securities Act of 1933 (the “1933 Act”) and an appropriate exemption from applicable state securities laws. The Company will rely on the information contained in this Questionnaire for the purposes of such determination. This Questionnaire is not an offer of the shares or any other securities of the Company in any state other than those specifically authorized by the Company. All information contained in this Questionnaire will be treated as confidential. However, by signing and returning this Questionnaire, each Subscriber agrees that, if necessary, this Questionnaire may be presented to such parties as the Company deems appropriate to establish the availability, under the 1933 Act or applicable state securities law, of an exemption from registration in connection with the sale of shares of the Company. The Subscriber covenants, represents and warrants to the Company that it satisfies one or more of the categories of "Accredited Investors", as defined in Rule 501 of Regulation D promulgated under the 1933 Act, as indicated below: (Please initial in the space provide those categories, if any, of an "Accredited Investor" which the Subscriber satisfies):): _____ Category 1 An organization described in Section 501(c)(3) of the United States Internal Revenue Code, a corporation, a Massachusetts or similar business trust or partnership, not formed for the specific purpose of acquiring the Units, with total assets in excess of US $5,000,000; _____ Category 2 A natural person whose individual net worth, or joint net worth with that person’s spouse, on the date of purchase exceeds US $1,000,000; _____ Category 3 A natural person who had an individual income in excess of US $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of US $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; _____ Category 4 A “bank” as defined under Section (3)(a)(2) of the 1933 Act or savings and loan association or other institution as defined in Section 3(a)(5)(A) of the 1933 Act acting in its individual or fiduciary capacity; a broker dealer registered pursuant to Section 15 of the Securities Exchange Act of 0000 (Xxxxxx Xxxxxx); an insurance company as defined in Section 2(13) of the 1933 Act; an investment company registered under the Investment Company Act of 1940 (United States) or a business development company as defined in Section 2(a)(48) of such Act; a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 0000 (Xxxxxx Xxxxxx); a plan with total assets in excess of $5,000,000 established and maintained by a state, a political subdivision thereof, or an agency or instrumentality of a state or a political subdivision thereof, for the benefit of its employees; an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 (United States) whose investment decisions are made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000, or, if a self- directed plan, whose investment decisions are made solely by persons that are accredited investors; _____ Category 5 A private business development company as defined in Section 202(a)(22) of the Investment Xxxxxxxx Xxx xx 0000 (Xxxxxx Xxxxxx); _____ Category 6 A director or executive officer of the Company; _____ Category 7 A trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Units, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the 1933 Act; _____ Category 8 An entity in which all of the equity owners satisfy the requirements of one or more of the foregoing categories; Note that prospective Subscribers claiming to satisfy one of the above categories of Accredited Investor may be required to supply the Company with a balance sheet, prior years’ federal income tax returns or other appropriate documentation to verify and substantiate the Subscriber’s status as an Accredited Investor. If the Subscriber is an entity which initialled Category 8 in reliance upon the Accredited Investor categories above, state the name, address, total personal income from all sources for the previous calendar year, and the net worth (exclusive of home, home furnishings and personal automobiles) for each equity owner of the said entity: The Subscriber hereby certifies that the information contained in this Questionnaire is complete and accurate and the Subscriber will notify the Company promptly of any change in any such information. If this Questionnaire is being completed on behalf of a corporation, partnership, trust or estate, the person executing on behalf of the Subscriber represents that it has the authority to execute and deliver this Questionnaire on behalf of such entity.

Appears in 1 contract

Samples: Settlement and Subscription Agreement (Maverick Minerals Corp)

C E P T A N C E. The above-mentioned Agreement in respect of the Shares is are hereby accepted by MAVERICK MINERALS CORPORATION CounterPath Corporation. DATED at SaskatoonVancouver, British Columbia, the 10th _______ day of FebruaryJuly, 2009. MAVERICK MINERALS COUNTERPATH CORPORATION Per: ___________________________________ Authorized Signatory SCHEDULE EXHIBIT A U.S. ACCREDITED INVESTOR QUESTIONNAIRE All capitalized terms herein, unless otherwise defined, have the meanings ascribed thereto in the Subscription Agreement. This Questionnaire is for use by each the Subscriber who has indicated an interest in purchasing common shares of Maverick Minerals the Shares to be issued by CounterPath Corporation (the "Company"). The purpose of this Questionnaire is to assure the Company that each the Subscriber will meet the standards imposed by the United States Securities Act of 1933 (the “1933 Act”) and an the appropriate exemption from exemptions of applicable state securities laws. The Company will rely on the information contained in this Questionnaire for the purposes of such determination. Except as contemplated by the Agreement, the Shares will not be registered under the 1933 Act in reliance upon the exemption from registration afforded by Section 3(b) and/or Section 4(2) and Regulation D of the 1933 Act. This Questionnaire is not an offer of the shares Shares or any other securities of the Company in any state other than those specifically authorized by the Company. All information contained in this Questionnaire will be treated as confidential. However, by signing and returning this Questionnaire, each the Subscriber agrees that, if necessary, this Questionnaire may be presented to such parties as the Company deems appropriate to establish the availability, under the 1933 Act or applicable state securities law, of an exemption from registration in connection with the sale of shares of the CompanySecurities hereunder. The Subscriber covenants, represents and warrants to the Company that it satisfies one or more of the categories of "Accredited Investors", as defined in Rule 501 of by Regulation D promulgated under the 1933 Act, as indicated below: (Please initial in the space provide those categories, if any, of an "Accredited Investor" which the Subscriber satisfies):) ____ Category 1 An organization described in Section 501(c)(3) of the United States Internal Revenue Code, a corporation, a Massachusetts or similar business trust or partnership, not formed for the specific purpose of acquiring the Securities, with total assets in excess of US $5,000,000; ____ Category 2 A natural person whose individual net worth, or joint net worth with that person’s spouse, on the date of purchase exceeds US $1,000,000; ____ Category 3 A natural person who had an individual income in excess of US $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of US $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; ____ Category 4 A “bank” as defined under Section (3)(a)(2) of the 1933 Act or savings and loan association or other institution as defined in Section 3(a)(5)(A) of the 1933 Act acting in its individual or fiduciary capacity; a broker dealer registered pursuant to Section 15 of the Securities Exchange Act of 0000 (Xxxxxx Xxxxxx); an insurance company as defined in Section 2(13) of the 1933 Act; an investment company registered under the Investment Company Act of 1940 (United States) or a business development company as defined in Section 2(a)(48) of such Act; a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 0000 (Xxxxxx Xxxxxx); a plan with total assets in excess of $5,000,000 established and maintained by a state, a political subdivision thereof, or an agency or instrumentality of a state or a political subdivision thereof, for the benefit of its employees; an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 (United States) whose investment decisions are made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000, or, if a self-directed plan, whose investment decisions are made solely by persons that are accredited investors; ____ Category 5 A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 0000 (Xxxxxx Xxxxxx); ____ Category 6 A director or executive officer of the Company; ____ Category 7 A trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Securities, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the 1933 Act; ____ Category 8 An entity in which all of the equity owners satisfy the requirements of one or more of the foregoing categories; Note that the Subscriber claiming to satisfy one of the above categories of Accredited Investor may be required to supply the Company with a balance sheet, prior years’ federal income tax returns or other appropriate documentation to verify and substantiate the Subscriber’s status as an Accredited Investor. If the Subscriber is an entity which initialled Category 8 in reliance upon the Accredited Investor categories above, state the name, address, total personal income from all sources for the previous calendar year, and the net worth (exclusive of home, home furnishings and personal automobiles) for each equity owner of the said entity: The Subscriber hereby certifies that the information contained in this Questionnaire is complete and accurate and the Subscriber will notify the Company promptly of any change in any such information. If this Questionnaire is being completed on behalf of a corporation, partnership, trust or estate, the person executing on behalf of the Subscriber represents that it has the authority to execute and deliver this Questionnaire on behalf of such entity.

Appears in 1 contract

Samples: Private Placement Subscription Agreement (Counterpath Corp)

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C E P T A N C E. The above-mentioned Subscription Agreement in respect of the Shares Units is hereby accepted by MAVERICK MINERALS CORPORATION Del Toro Silver Corp. DATED at Saskatoon__________________________________, the 10th _______day of February_________________, 20092010. MAVERICK MINERALS CORPORATION DEL TORO SILVER CORP. Per: _________________________________ Authorized Signatory SCHEDULE EXHIBIT A U.S. ACCREDITED INVESTOR QUESTIONNAIRE All capitalized terms herein, unless otherwise defined, have the meanings ascribed thereto in the Subscription Agreement. This Questionnaire is for use by each Subscriber who is a US person (as that term is defined Regulation S of the United States Securities Act of 1933 (the “1933 Act”)) and has indicated an interest in purchasing common shares Shares of Maverick Minerals Corporation DEL TORO SILVER CORP. (the "Company"). The purpose of this Questionnaire is to assure the Company that each Subscriber will meet the standards imposed by the Securities 1933 Act and the appropriate exemptions of 1933 (the “1933 Act”) and an appropriate exemption from applicable state securities laws. The Company will rely on the information contained in this Questionnaire for the purposes of such determination. The Shares will not be registered under the 1933 Act in reliance upon the exemption from registration afforded by Section 3(b) and/or Section 4(2) and Regulation D of the 1933 Act. This Questionnaire is not an offer of the shares Shares or any other securities of the Company in any state other than those specifically authorized by the Company. All information contained in this Questionnaire will be treated as confidential. However, by signing and returning this Questionnaire, each Subscriber agrees that, if necessary, this Questionnaire may be presented to such parties as the Company deems appropriate to establish the availability, under the 1933 Act or applicable state securities law, of an exemption from registration in connection with the sale of shares of the CompanyShares hereunder. The Subscriber covenants, represents and warrants to the Company that it satisfies one or more of the categories of "Accredited Investors", as defined in Rule 501 of by Regulation D promulgated under the 1933 Act, as indicated below: (Please initial in the space provide those categories, if any, of an "Accredited Investor" which the Subscriber satisfies):.) _____ Category 1 An organization described in Section 501(c)(3) of the United States Internal Revenue Code, a corporation, a Massachusetts or similar business trust or partnership, not formed for the specific purpose of acquiring the Shares, with total assets in excess of US $5,000,000. _____ Category 2 A natural person whose individual net worth, or joint net worth with that person’s spouse, on the date of purchase exceeds US $1,000,000. _____ Category 3 A natural person who had an individual income in excess of US $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of US $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year. _____ Category 4 A “bank” as defined under Section (3)(a)(2) of the 1933 Act or savings and loan association or other institution as defined in Section 3(a)(5)(A) of the 1933 Act acting in its individual or fiduciary capacity; a broker dealer registered pursuant to Section 15 of the Securities Exchange Act of 0000 (Xxxxxx Xxxxxx); an insurance company as defined in Section 2(13) of the 1933 Act; an investment company registered under the Investment Company Act of 1940 (United States) or a business development company as defined in Section 2(a)(48) of such Act; a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 0000 (Xxxxxx Xxxxxx); a plan with total assets in excess of $5,000,000 established and maintained by a state, a political subdivision thereof, or an agency or instrumentality of a state or a political subdivision thereof, for the benefit of its employees; an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 (United States) whose investment decisions are made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000, or, if a self-directed plan, whose investment decisions are made solely by persons that are accredited investors. _____ Category 5 A private business development company as defined in Section 202(a)(22) of the Investment Xxxxxxxx Xxx xx 0000 (Xxxxxx Xxxxxx). _____ Category 6 A director or executive officer of the Company. _____ Category 7 A trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Shares, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the 1933 Act. _____ Category 8 An entity in which all of the equity owners satisfy the requirements of one or more of the foregoing categories. Note that prospective Subscribers claiming to satisfy one of the above categories of Accredited Investor may be required to supply the Company with a balance sheet, prior years’ federal income tax returns or other appropriate documentation to verify and substantiate the Subscriber’s status as an Accredited Investor. If the Subscriber is an entity which initialled Category 8 in reliance upon the Accredited Investor categories above, state the name, address, total personal income from all sources for the previous calendar year, and the net worth (exclusive of home, home furnishings and personal automobiles) for each equity owner of the said entity: The Subscriber hereby certifies that the information contained in this Questionnaire is complete and accurate and the Subscriber will notify the Company promptly of any change in any such information. If this Questionnaire is being completed on behalf of a corporation, partnership, trust or estate, the person executing on behalf of the Subscriber represents that it has the authority to execute and deliver this Questionnaire on behalf of such entity.

Appears in 1 contract

Samples: Del Toro Silver Corp.

C E P T A N C E. The above-mentioned Agreement in respect of the Shares is hereby accepted by MAVERICK MINERALS CORPORATION DATED at Saskatoon, the 10th 7th day of FebruarySeptember, 20092010. MAVERICK MINERALS CORPORATION Per: /s/ Xxxxxx Xxxxxxx Authorized Signatory SCHEDULE A U.S. ACCREDITED INVESTOR QUESTIONNAIRE All capitalized terms herein, unless otherwise defined, have the meanings ascribed thereto in the Subscription Agreement. This Questionnaire is for use by each Subscriber who has indicated an interest in purchasing shares of common shares stock of Maverick Minerals Corporation (the "Company"). The purpose of this Questionnaire is to assure the Company that each Subscriber will meet the standards imposed by the Securities Act of 1933 (the “1933 Act”) and an appropriate exemption from applicable state securities laws. The Company will rely on the information contained in this Questionnaire for the purposes of such determination. This Questionnaire is not an offer of the shares or any other securities of the Company in any state other than those specifically authorized by the Company. All information contained in this Questionnaire will be treated as confidential. However, by signing and returning this Questionnaire, each Subscriber agrees that, if necessary, this Questionnaire may be presented to such parties as the Company deems appropriate to establish the availability, under the 1933 Act or applicable state securities law, of an exemption from registration in connection with the sale of shares of the Company. The Subscriber covenants, represents and warrants to the Company that it satisfies one or more of the categories of "Accredited Investors", as defined in Rule 501 of Regulation D promulgated under the 1933 Act, as indicated below: (Please initial in the space provide those categories, if any, of an "Accredited Investor" which the Subscriber satisfies):

Appears in 1 contract

Samples: Settlement and Subscription Agreement (Senergy Partners LLC)

C E P T A N C E. The above-mentioned Agreement in respect of the Shares is hereby accepted by MAVERICK MINERALS CORPORATION HS3 TECHNOLOGIES, INC. DATED at Saskatoon, ______________ effective the 10th _____ day of February__________________, 20092011. MAVERICK MINERALS CORPORATION Per: Authorized Signatory SCHEDULE A U.S. UNITED STATES ACCREDITED INVESTOR QUESTIONNAIRE All capitalized terms herein, unless otherwise defined, have the meanings ascribed thereto in the Subscription Agreement. This Questionnaire is for use by each Subscriber who is a US person (as that term is defined Regulation S of the United States Securities Act of 1933 (the “1933 Act”)) and has indicated an interest in purchasing common shares Shares of Maverick Minerals Corporation (the "Company")Issuer. The purpose of this Questionnaire is to assure the Company Issuer that each Subscriber will meet the standards imposed by the Securities 1933 Act and the appropriate exemptions of 1933 (the “1933 Act”) and an appropriate exemption from applicable state securities laws. The Company Issuer will rely on the information contained in this Questionnaire for the purposes of such determination. The Securities will not be registered under the 1933 Act in reliance upon the exemption from registration afforded by Section 3(b) and/or Section 4(2) and Regulation D of the 1933 Act. This Questionnaire is not an offer of the shares Securities or any other securities of the Company Issuer in any state other than those specifically authorized by the CompanyIssuer. All information contained in this Questionnaire will be treated as confidential. However, by signing and returning this Questionnaire, each Subscriber agrees that, if necessary, this Questionnaire may be presented to such parties as the Company Issuer deems appropriate to establish the availability, under the 1933 Act or applicable state securities law, of an exemption from registration in connection with the sale of shares of the CompanySecurities hereunder. The Subscriber covenants, represents and warrants to the Company Issuer that it satisfies one or more of the categories of "Accredited Investors", as defined in Rule 501 of by Regulation D promulgated under the 1933 Act, as indicated below: (Please initial in the space provide those categories, if any, of an "Accredited Investor" which the Subscriber satisfies):.) ________ Category 1 An organization described in Section 501(c)(3) of the United States Internal Revenue Code, a corporation, a Massachusetts or similar business trust or partnership, not formed for the specific purpose of acquiring the Securities, with total assets in excess of US $5,000,000. ________ Category 2 A natural person whose individual net worth, or joint net worth with that person’s spouse, on the date of purchase exceeds US $1,000,000. ________ Category 3 A natural person who had an individual income in excess of US $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of US $360,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year. ________ Category 4 A “bank” as defined under Section (3)(a)(2) of the 1933 Act or savings and loan association or other institution as defined in Section 3(a)(5)(A) of the 1933 Act acting in its individual or fiduciary capacity; a broker dealer registered pursuant to Section 15 of the Securities Exchange Act of 0000 (Xxxxxx Xxxxxx); an insurance company as defined in Section 2(13) of the 1933 Act; an investment company registered under the Investment Company Act of 1940 (United States) or a business development company as defined in Section 2(a)(48) of such Act; a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 361(c) or (d) of the Small Business Investment Act of 0000 (Xxxxxx Xxxxxx); a plan with total assets in excess of $5,000,000 established and maintained by a state, a political subdivision thereof, or an agency or instrumentality of a state or a political subdivision thereof, for the benefit of its employees; an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 (United States) whose investment decisions are made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000, or, if a self-directed plan, whose investment decisions are made solely by persons that are accredited investors. ________ Category 5 A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 0000 (Xxxxxx Xxxxxx).

Appears in 1 contract

Samples: Private Placement Subscription Agreement (Coronado Corp.)

C E P T A N C E. The above-mentioned Subscription Agreement in respect of the Shares is hereby accepted by MAVERICK MINERALS CORPORATION HIP Energy Corporation. DATED at SaskatoonVancouver, British Columbia, the 10th _______day of February____________________, 20092010. MAVERICK MINERALS HIP ENERGY CORPORATION Per: Authorized Signatory SCHEDULE EXHIBIT A U.S. ACCREDITED INVESTOR QUESTIONNAIRE All capitalized terms herein, unless otherwise defined, have the meanings ascribed thereto in the Subscription Agreement. This Questionnaire is for use by each Subscriber who is a US person (as that term is defined Regulation S of the United States Securities Act of 1933 (the “1933 Act”)) and has indicated an interest in purchasing common shares Shares of Maverick Minerals Corporation HIP ENERGY CORPORATION (the "Company"). The purpose of this Questionnaire is to assure the Company that each Subscriber will meet the standards imposed by the Securities 1933 Act and the appropriate exemptions of 1933 (the “1933 Act”) and an appropriate exemption from applicable state securities laws. The Company will rely on the information contained in this Questionnaire for the purposes of such determination. The Shares will not be registered under the 1933 Act in reliance upon the exemption from registration afforded by Section 3(b) and/or Section 4(2) and Regulation D of the 1933 Act. This Questionnaire is not an offer of the shares Shares or any other securities of the Company in any state other than those specifically authorized by the Company. All information contained in this Questionnaire will be treated as confidential. However, by signing and returning this Questionnaire, each Subscriber agrees that, if necessary, this Questionnaire may be presented to such parties as the Company deems appropriate to establish the availability, under the 1933 Act or applicable state securities law, of an exemption from registration in connection with the sale of shares of the CompanyShares hereunder. The Subscriber covenants, represents and warrants to the Company that it satisfies one or more of the categories of "Accredited Investors", as defined in Rule 501 of by Regulation D promulgated under the 1933 Act, as indicated below: (Please initial in the space provide those categories, if any, of an "Accredited Investor" which the Subscriber satisfies):.) _____ Category 1 An organization described in Section 501(c)(3) of the United States Internal Revenue Code, a corporation, a Massachusetts or similar business trust or partnership, not formed for the specific purpose of acquiring the Shares, with total assets in excess of US $5,000,000. _____ Category 2 A natural person whose individual net worth, or joint net worth with that person’s spouse, on the date of purchase exceeds US $1,000,000. _____ Category 3 A natural person who had an individual income in excess of US $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of US $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year. _____ Category 4 A “bank” as defined under Section (3)(a)(2) of the 1933 Act or savings and loan association or other institution as defined in Section 3(a)(5)(A) of the 1933 Act acting in its individual or fiduciary capacity; a broker dealer registered pursuant to Section 15 of the Securities Exchange Act of 0000 (Xxxxxx Xxxxxx); an insurance company as defined in Section 2(13) of the 1933 Act; an investment company registered under the Investment Company Act of 1940 (United States) or a business development company as defined in Section 2(a)(48) of such Act; a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 0000 (Xxxxxx Xxxxxx); a plan with total assets in excess of $5,000,000 established and maintained by a state, a political subdivision thereof, or an agency or instrumentality of a state or a political subdivision thereof, for the benefit of its employees; an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 (United States) whose investment decisions are made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000, or, if a self-directed plan, whose investment decisions are made solely by persons that are accredited investors. _____ Category 5 A private business development company as defined in Section 202(a)(22) of the Investment Xxxxxxxx Xxx xx 0000 (Xxxxxx Xxxxxx). _____ Category 6 A director or executive officer of the Company. _____ Category 7 A trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Shares, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the 1933 Act. _____ Category 8 An entity in which all of the equity owners satisfy the requirements of one or more of the foregoing categories. Note that prospective Subscribers claiming to satisfy one of the above categories of Accredited Investor may be required to supply the Company with a balance sheet, prior years’ federal income tax returns or other appropriate documentation to verify and substantiate the Subscriber’s status as an Accredited Investor. If the Subscriber is an entity which initialled Category 8 in reliance upon the Accredited Investor categories above, state the name, address, total personal income from all sources for the previous calendar year, and the net worth (exclusive of home, home furnishings and personal automobiles) for each equity owner of the said entity: The Subscriber hereby certifies that the information contained in this Questionnaire is complete and accurate and the Subscriber will notify the Company promptly of any change in any such information. If this Questionnaire is being completed on behalf of a corporation, partnership, trust or estate, the person executing on behalf of the Subscriber represents that it has the authority to execute and deliver this Questionnaire on behalf of such entity.

Appears in 1 contract

Samples: HIP ENERGY Corp

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