Purchase Agreement
1. By electronically signing this subscription agreement, the purchaser a. acknowledges having read and accepted the Offering Document, including all rights, warnings and risks referenced therein, and b. agrees to be bound by all agreements referenced in the Offering Document and attached as appendices thereto as if the purchaser had signed each and every such document in person.
2. The purchaser must complete all the information required in the forms below (by checking the applicable box for each of the questions contained in Form 45-108F2 and Form 45-108F3 and clicking the “I confirm & Sign” button where indicated to evidence the purchaser’s electronic signature.
3. Subject to the Issuer receiving aggregate proceeds equal to any minimum amount set out in the NI 45-108 Form 45-108F1 Crowdfunding Offering Document for the Issuer (“Offering Document”), the closing of the Offering shall occur no later than 90 days from when the Offering Document is made available on the Portal’s website, or on such other date as may be determined by the Issuer in its sole discretion (the “Closing Date”).
4. The purchaser may cancel its offer to purchase the securities hereunder (“Purchased Shares”) by providing written notice of such cancellation to the Portal at mcrowley@108securities.com or by telephone at (519) 859-7439 within 48 hours of one of the following events: (i) the purchaser’s electronically signing this Subscription Agreement; or (ii) the Portal notifying the purchaser that the Offering Document has been amended.
5. Within 30 days of the Closing Date, the Issuer will deliver or cause to be delivered to the purchaser a confirmation setting out the following: (i) the date of the purchaser’s subscription and the closing of the Offering; (ii) the quantity and description of the eligible security purchased by the purchaser; (iii) the price per eligible security paid by the purchaser; and (iv) the total commission, fee and any other amounts paid by the issuer to the Portal in respect of the portion of the Offering that was completed under the Crowdfunding Exemption. Acknowledgements and Agreements of Purchaser
6. The purchaser acknowledges and agrees that: a. The purchaser is purchasing the purchased shares as principal; b. The decision to subscribe for shares agreed to be purchased hereunder has been made solely based upon the information contained in the Offering Document and any other agreements referenced therein and has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Issuer; c. the Issuer is entitled to rely on the representations and warranties of the purchaser contained in this Agreement, the Risk Acknowledgement (Form 45-108F2) and Confirmation of Investment Limits (Form 45-108F3), as applicable, and the purchaser will hold harmless the Issuer from any loss or damage it or it may suffer as a result of the purchaser’s failure to correctly complete this Agreement, the Risk Acknowledgement or the Confirmation of Investment Limits, as applicable; d. no prospectus has been or is intended to be filed by the Issuer with any securities commission having jurisdiction over the Issuer, the purchaser or this subscription, including any Canadian provincial securities commissions (collectively, the “Commission”) in connection with the issuance of the purchased shares, the issuance is intended to be exempted from the prospectus and registration requirements of the applicable legislation and as a consequence: i. the purchaser is restricted from using most of the civil remedies available under the applicable legislation; ii. the purchaser may not receive information that would otherwise be required to be provided to the purchaser under applicable legislation; and iii. the Issuer is relieved from certain obligations that would otherwise apply under applicable legislation; e. There are restrictions on the purchaser’s ability to resell the purchased shares and it is the responsibility of the purchaser to find out what those restrictions are and to comply with them before selling the purchased shares; f. The purchaser has been advised that the issuer is not a reporting issuer as that term is defined in applicable securities legislation nor will it become a reporting issuer in any jurisdiction in Canada or elsewhere following completion of the Offering and, as a result: i. the Issuer will not be subject to the continuous disclosure requirements of such securities legislation, including the requirements relating to the production and filing of audited financial statements and other financial information, and ii. any applicable hold periods under applicable securities legislation may never expire, and the Purchased Shares may be subject to restrictions on resale for an indefinite period of time;
7. no person has made to the Purchaser any written or oral representations: a. that any person will resell or repurchase the Purchased Shares; b. that any person will refund the purchase price of the Purchased Shares; or c. as to the future price or value of any of the Purchased Shares;
8. The Portal has not advised the purchaser that the Purchased Shares are suitable, nor has the Portal provided the purchaser with any information about the merits of the investment other than as set out in the Offering Document;
9. The purchaser has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the purchaser is a corporate entity, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on behalf of the purchaser; and
10. The purchaser has made an independent examination and investigation of an investment in the Purchased Shares and the Issuer and agrees that the Issuer will not be responsible in any way whatsoever for the purchaser’s decision to invest in the Issuer or to purchase the Purchased Shares. COLLECTION OF PERSONAL INFORMATION
11. The purchaser acknowledges and consents to the fact that the Issuer is collecting the purchaser’s personal information for the purpose of fulfilling this Agreement and completing the Offering. The purchaser's personal information may be disclosed by the Issuer to (a) stock exchanges or securities regulatory authorities, (b) the Issuer's registrar and transfer agent, (c) Canadian tax authorities, (d) authorities pursuant to the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and (e) any of the other parties involved in the Offering, including legal counsel, and may be included in record books in connection with the Offering. By executing this Agreement, the purchaser is deemed to be consenting to the foregoing collection, use and disclosure of the purchaser's personal information for the foregoing purposes and to the retention of such personal information for as long as permitted or required by law or business practice.
12. By executing this Agreement, the purchaser consents to the collection, use and disclosure of such personal information as described above. The purchaser also consents to the filing of a report of trade and copies or originals of any of the documents provided to the Issuer (including this Agreement) by or on behalf of the purchaser with any securities regulatory or taxation authorities. Furthermore, the purchaser is hereby notified that: a. the Issuer may deliver to any Commission certain personal information pertaining to the purchaser, including such purchaser’s full name, residential address and telephone number, the number of Purchased Shares or other securities of the Issuer owned by the purchaser, the number of Purchased Shares purchased by the purchaser and the total purchase price paid for such Purchased Shares, the prospectus exemption relied on by the Issuer and the date of distribution of the Purchased Shares, b. such information is being collected indirectly by the Commission under the authority granted to them in securities legislation, c. such information is being collected for the purposes of the administration and enforcement of the securities laws, and d. the purchaser may contact the following public official in Ontario with respect to questions about the Ontario Securities Commission’s indirect collection of such information at the following address and telephone number: Ontario Securities Commission 20th Floor, 20 Queen Street West Toronto, Ontario M5H 3S8 Telephone: 416-593-8314 or 1-877-785-1555 (toll free across Canada) Email: inquiries@osc.gov.on.ca
13. All funds are set out in Canadian dollars.
14. The purchaser acknowledges and agrees that all costs and expenses incurred by the purchaser relating to the purchase of the Purchased Shares shall be borne by the purchaser.
15. This Agreement is not transferable or assignable.
16. This Agreement, including without limitation the representations, warranties and covenants contained herein, shall survive and continue in full force and effect and be binding upon the parties hereto notwithstanding the completion of the purchase of the Purchased Shares by the purchaser.
17. Except as expressly provided in this Agreement and in the agreements, instruments and other documents contemplated or provided for herein, this Agreement contains the entire agreement between the parties with respect to the purchase and sale of the Purchased Shares and there are no other terms, conditions, representations or warranties, whether expressed, implied, oral or written, by statute or law, by the Issuer or by anyone else.
18. The invalidity or unenforceability of any particular provision of this Agreement shall not affect or limit the validity or enforceability of the remaining provisions of this Agreement.
19. This Agreement is to be read with all changes in gender or number as required by the context.
20. This Agreement is exclusively governed by the laws of the Province of Ontario and the federal laws of Canada applicable thereto. The purchaser irrevocably attorns to the exclusive jurisdiction of the courts of the Province of Ontario.