E P T A N C E. The above-mentioned Subscription in respect of the Shares is hereby accepted by SPORTSPRIZE ENTERTAINMENT INC. DATED at Vancouver, B.C. the 15th day of July, 1999. SPORTSPRIZE ENTERTAINMENT INC. Per: /s/Xxxx Xxxxxx, President ------------------------------------ Authorized Signatory SCHEDULE A - LEGEND "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY MAY NOT BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED (X) PRIOR TO THE ONE YEAR ANNIVERSARY OF THE ISSUANCE HEREOF OR (Y) BY ANY HOLDER THAT WAS AN AFFILIATE OF THE COMPANY AT ANY TIME DURING THE THREE MONTHS PRECEDING THE DATE OF SUCH TRANSFER, IN EITHER CASE, OTHER THAN (1) TO THE COMPANY, (2) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE 1933 ACT ("RULE 144A"), TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A, PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY), (3) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE 1933 ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY), (4) TO AN INSTITUTION THAT IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) UNDER THE 1933 ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY) THAT IS ACQUIRING THIS SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION, AND A CERTIFICATE IN THE FORM ATTACHED TO THIS SECURITY IS DELIVERED BY THE TRANSFEREE TO THE COMPANY, (5) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT PROVIDED BY RULE 144 (IF APPLICABLE) UNDER THE 1933 ACT, OR (6) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. AN INSTITUTIONAL ACCREDITED INVESTOR HOLDING THIS SECURITY AGREES THAT IT WILL FURNISH TO THE COMPANY SUCH CERTIFICATES AND OTHER INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT ANY TRANSFER BY IT OF THIS SECURITY COMPLIES WITH THE...
E P T A N C E. The above-mentioned Subscription Agreement in respect of the Securities is hereby accepted by MONUMENTAL MARKETING INC. DATED at __________________________________, the ________ day of __________________, 2007. MONUMENTAL MARKETING INC. Per: Authorized Signatory EXHIBIT A PROSPECTIVE INVESTOR SUITABILITY QUESTIONNAIRE ONLY U.S. SUBSCRIBERS NEED TO SIGN THIS 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 Shares of Monumental Marketing Inc. (the “Company”). The purpose of this Questionnaire is to assure the Company that each Subscriber will meet the standards imposed by the 1933 Act and the appropriate exemptions of 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(6) of the 1933 Act. This Questionnaire is not an offer of Securities 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 exemption from registration in connection with the sale of the Securities hereunder. The Subscriber covenants, represents and warrants to the Company that it satisfies one or more of the categories of “Accredited Investors”, as defined 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)
E P T A N C E. The above-mentioned Subscription Agreement in respect of the Shares is hereby accepted by REPERIO EXPLORATION INC.. DATED at ___________________________________________, the _______ day of __________________, 2006. REPERIO EXPLORATION INC. Per: Authorized Signatory
E P T A N C E. The above-mentioned Subscription Agreement in respect of the Shares is hereby accepted by TechCare Corp. DATED this __ day of August, 2019 TechCare Corp. By: /s/ Zxx Xxxxxx Name: Zxx Xxxxxx Title: CEO Exhibit A
E P T A N C E. The above-mentioned Subscription Agreement in respect of the Securities is hereby accepted by DIGITAL YOUTH NETWORK CORP. DATED at Vancouver, BC the 2nd day of June, 2005. DIGITAL YOUTH NETWORK CORP. Per: /s/ Xxxxxxx Mol Authorized Signatory D/EPM/509977.1 SCHEDULE A
E P T A N C E. The above-mentioned Subscription Agreement in respect of the Shares is hereby accepted by SURGE ENTERPRISES, INC. DATED at Victoria, BC the 31st day of May 2005. SURGE ENTERPRISES INC. Per: XXXX XXXXXX
E P T A N C E. This Agreement in respect of the Notes is hereby accepted by XXXXXXXXXXXXXXX.XXX, INC. DATED at Vancouver, BC, as of the 20th day of February, 2001. XXXXXXXXXXXXXXX.XXX, INC. Per: /s/ Xxxx Xxxxxxxx _________________________ Authorized Signatory SCHEDULE 1 ADDITIONAL REPRESENTATIONS, WARRANTIES AND COVENANTS
E P T A N C E. The above-mentioned Subscription is hereby accepted and the terms hereof agreed to by Trans-Orient Petroleum Ltd. DATED at Vancouver, British Columbia, the 10th day of June, 2002. TRANS-ORIENT PETROLEUM LTD. Per: "Garth Johnson" Authorized Signing Officer
E P T A N C E. The above-mentioned Subscription Agreement in respect of the Shares is hereby accepted by GLASS WAVE ENTERPRISES INC. DATED at Vancouver the 14th day of January, 2005. GLASS WAVE ENTERPRISES INC. Per: /s/ Xxxxxxx Xx Xxxxxxx Xx
E P T A N C E. The above-mentioned Subscription Agreement in respect of the Shares is hereby accepted by MAINLAND RESOURCES INC. DATED at ___________________________________________, the _______ day of __________________, 2006. MAINLAND RESOURCES INC. Per: Authorized Signatory EXHIBIT 1 NI 45-106 ACCREDITED INVESTOR QUESTIONNAIRE All capitalized terms herein, unless otherwise defined, have the meanings ascribed thereto in the Subscription. The purpose of this Questionnaire is to assure the Company that each purchaser will meet certain requirements of National Instrument 45-106 (“NI 45-106”). The Company will rely on the information contained in this Questionnaire for the purposes of such determination. The undersigned (the “Subscriber”) covenants, represents and warrants to the Company that:
