C E P T A N C E. The above-mentioned Subscription Agreement in respect of the Debenture is hereby accepted by Maverick Minerals Corp. DATED at SASKATOON , the 26th day of November, 2009. 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 SECURITY IS CONVERTIBLE HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. 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 REPRESENTED HEREBY NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (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. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. Issue Date: November 26, 2009 Conversion Price (subject to adjustment herein): US$0.03 US$100,000 8% CONVERTIBLE DEBENTURE FOR VALUE RECEIVED, MAVERICK MINERALS CORPORATION (the “Company”) promises to pay to Xxxxxx Xxxxxxx (the “Holder”), the principal sum of One Hundred Thousand Dollars (US$100,000) in lawful currency of the United States (the “Principal Amount”) on demand, and 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, payable on the Conversion Date (as hereafter defined). 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 ...
C E P T A N C E. The above-mentioned Agreement in respect of the Shares is hereby accepted by RVPlus Inc. DATED at Jersey City, New Jersey the 7th day of September, 2012. RVPLUS INC. Per: /s/ Xxxx Xxx Xxxxxxxx, CEO Authorized Signatory SCHEDULE A 11 SCHEDULE B US ACCREDITED INVESTOR QUESTIONNAIRE All capitalized terms herein, unless otherwise defined, have the meanings ascribed thereto in the 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 Shares of RVPlus 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 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 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 Shares 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 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 da...
C E P T A N C E. The above-mentioned Subscription Agreement in respect of the Shares is hereby accepted by LOGICOM, INC. DATED at ___________________________________________, the _______ day of __________________ , 2004.
C E P T A N C E. The above-mentioned Subscription Agreement in respect of the Shares is hereby accepted by Marley Coffee Inc. DATED at _____________________________________, the ________ day of __________, 2008. MARLEY COFFEE INC. Per: Authorized Signatory EXHIBIT A ACCREDITED INVESTOR QUESTIONNAIRE FOR CANADIAN INVESTORS ONLY NATIONAL INSTRUMENT 45-106 The purpose of this Questionnaire is to assure Marley Coffee Inc. (the “Issuer”) that the undersigned (the “Subscriber”) will meet certain requirements for the registration and prospectus exemptions provided for under National Instrument 45-106 (“NI 45-106”), as adopted by the members of the Canadian Securities Administrators, in respect of a proposed private placement of securities by the Issuer (the “Transaction”). The Issuer will rely on the information contained in this Questionnaire for the purposes of such determination. The undersigned Subscriber covenants, represents and warrants to the Issuer that:
C E P T A N C E. The above-mentioned Subscription Agreement in respect of the Shares is hereby accepted by STRIKER ENERGY CORP. DATED at Xxxxxxx, Xxxxxxx, the _____day of __________________, 2010. STRIKER ENERGY CORP. Per: ____________________ XXXXXX XXXXXXXX SCHEDULE A-1 CANADIAN QUESTIONNAIRE All capitalized terms herein, unless otherwise defined, have the meanings ascribed thereto in the Subscription Agreement. The purpose of this Questionnaire is to assure the Company that the Subscriber 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 Subscriber covenants, represents and warrants to the Company that:
C E P T A N C E. The above-mentioned Subscription Agreement is hereby accepted and agreed to by the Corporation. DATED at Xxxxxxx, Xxxxxxx, the day of , 2003. ---- --------------------- API ELECTRONICS GROUP INC. Per: /s/ Xxxxx XxXxxxxx ----------------------------------- Name: Title: EXHIBIT "A" API ELECTRONICS GROUP INC. Subscription Agreement -------------------------------------------------------------------------------- API ELECTRONICS GROUP INC. Dear Sirs: Re: API Electronics Group Inc. - Private Placement of Units of the Corporation comprised of one (1) Common Share and one-half (1/2) Warrant
C E P T A N C E. The above-mentioned Subscription Agreement in respect of the Units is hereby accepted by Lusora Healthcare Systems Inc. DATED at _____________________________________, the ________ day of __________________, 2007. LUSORA HEALTHCARE SYSTEMS INC. Per: Authorized Signatory APPENDIX A
C E P T A N C E. The above-mentioned Subscription Agreement in respect of the Shares is hereby accepted by Nexaira Wireless Inc. DATED at Vaxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx, the ________ day of __________________, 2010. NEXAIRA WIRELESS INC. Per: Authorized Signatory EXHIBIT A INVESTOR QUESTIONNAIRE All capitalized terms herein, unless otherwise defined, have the meanings ascribed thereto in the Subscription Agreement between Nexaira Wireless Inc. (the “Company”) and the undersigned (the “Subscriber”). The purpose of this Questionnaire is to assure the Company that the Subscriber 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 Subscriber covenants, represents and warrants to the Company that:
C 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
C E P T A N C E. The above-mentioned Agreement in respect of the Securities is hereby accepted by FNDS3000 Corp DATED at , the day of October, 2010. FNDS3000 CORP Per: Name: Jxx XxXxxxx Title: Chief Financial Officer EXHIBIT A Form of Warrant (attached) EXHIBIT B Accredited Investor Questionnaire The Company will rely on the information contained in this Questionnaire. The undersigned Subscriber covenants, represents and warrants to the Company that:
