Common use of Capital Corp Clause in Contracts

Capital Corp. Address: ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ - ▇▇▇▇ ▇▇▇▇▇▇ Fax: ▇▇▇-▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ They are called exempt market securities because two parts of securities law do not apply to them. If an issuer wants to sell exempt market securities to you: • the issuer does not have to give you a prospectus (a document that describes the investment in detail and gives you some legal protections), and • the securities do not have to be sold by an investment dealer registered with a securities regulatory authority or regulator. There are restrictions on your ability to resell exempt market securities. Exempt market securities are more risky than other securities. Read the offering memorandum carefully because it has important information about the issuer and its securities. Keep the offering memorandum because you have rights based on it. Talk to a lawyer for details about these rights. You will not get professional advice about whether the investment is suitable for you. But you can still seek that advice from a registered adviser or registered dealer. In Alberta, Manitoba, Northwest Territories, Nunavut, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Island, Québec, Saskatchewan and Yukon to qualify as an eligible investor, you may be required to obtain that advice. The securities you are buying are not listed on any stock exchange, and they may never be listed. You may never be able to sell these securities. A non-reporting issuer does not have to publish financial information or notify the public of changes in its business. You will not receive ongoing information about this issuer. For more information on the exempt market, call your local securities regulatory authority or regulator. Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Toll free: ▇-▇▇▇-▇▇▇-▇▇▇▇ Website: ▇▇▇.▇▇▇▇.▇▇.▇▇ Name of Issuer: V.W.R. CAPITAL CORP. Name of Seller: V.W.R. CAPITAL CORP. I acknowledge that: • the person selling me these securities is not registered with a securities regulatory authority and is prohibited from telling me that this investment is suitable for me; • the person selling me these securities does not act for me; • this is a risky investment and I could lose all my money; and • I am investing entirely at my own risk. Date Signature of Purchaser Print name of Purchaser Name of salesperson acting on behalf of seller Sign two copies of this document. Keep one copy for your records. National Instrument 45-106 Prospectus and Registration Exemptions may require you to sign an additional risk acknowledgement form. If you want advice about the merits of this investment and whether these securities are a suitable investment for you, contact a registered adviser or dealer. The Subscriber hereby represents and warrants to the Company that the Subscriber is a U.S. Person (as defined below) or was offered the Shares or executed this Agreement in the United States (a “U.S. Subscriber”) and is an Accredited Investor under Rule 501(a) of Regulation D (“Regulation D”) of the United States Securities Act of 1933, as amended (the “1933 Act”) by virtue of the Subscriber falling into one or more of the categories below as indicated by their initials beside each such category:

Appears in 1 contract

Sources: Private Placement Subscription Agreement

Capital Corp. Address: ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ - ▇▇▇▇ ▇▇▇▇▇▇ Fax: ▇▇▇-▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ They are called exempt market securities because two parts of securities law do not apply to them. If an issuer wants to sell exempt market securities to you: • the issuer does not have to give you a prospectus (a document that describes the investment in detail and gives you some legal protections), and • the securities do not have to be sold by an investment dealer registered with a securities regulatory authority or regulator. There are restrictions on your ability to resell exempt market securities. Exempt market securities are more risky than other securities. Read the offering memorandum carefully because it has important information about the issuer and its securities. Keep the offering memorandum because you have rights based on it. Talk to a lawyer for details about these rights. You will not get professional advice about whether the investment is suitable for you. But you can still seek that advice from a registered adviser or registered dealer. In Alberta, Manitoba, Northwest Territories, Nunavut, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Island, Québec, Québec and Saskatchewan and Yukon to qualify as an eligible investor, you may be required to obtain that advice. The securities you are buying are not listed on any stock exchange, and they may never be listed. You may never be able to sell these securities. A non-reporting issuer does not have to publish financial information or notify the public of changes in its business. You will not receive ongoing information about this issuer. For more information on the exempt market, call your local securities regulatory authority or regulator. Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Toll free (B.C. & Alberta): 1-800-373-6393 Website: ▇▇▇.▇▇▇▇.▇▇.▇▇ Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Toll free: ▇-▇▇▇-▇▇▇-▇▇▇▇ Website: ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Toll free (Manitoba): ▇-▇▇▇-▇▇▇-▇▇▇▇ Website: ▇▇▇.▇▇▇.▇▇▇.▇▇.▇▇ Name The Subscriber represents and warrants to the Company that the Subscriber has read the following definition of Issuer: V.W.R. CAPITAL CORP. Name of Seller: V.W.R. CAPITAL CORP. I acknowledge that: • the person selling me these securities is not registered with a securities regulatory authority and is prohibited an ‘eligible investor’ from telling me that this investment is suitable for me; • the person selling me these securities does not act for me; • this is a risky investment and I could lose all my money; and • I am investing entirely at my own risk. Date Signature of Purchaser Print name of Purchaser Name of salesperson acting on behalf of seller Sign two copies of this document. Keep one copy for your records. National Instrument 45-106 Prospectus and Registration Exemptions may require you to sign an additional risk acknowledgement form. If you want advice about the merits of this investment and whether these securities are a suitable investment for you, contact a registered adviser or dealer. The Subscriber hereby represents and warrants to the Company certifies that the Subscriber is a U.S. Person (as defined below) or was offered the Shares or executed this Agreement in the United States (a “U.S. Subscriber”) and is an Accredited Investor under Rule 501(a) of Regulation D (“Regulation D”) of the United States Securities Act of 1933, as amended (the “1933 Act”) ‘eligible investor’ by virtue of the Subscriber falling into one or more of the categories below indicated below: (initial as indicated by their initials beside each such category:appropriate)

Appears in 1 contract

Sources: Private Placement Subscription Agreement