Page 40 - Listing Partners Pre Listing Offering

TERMS AND CONDITIONS OF SUBSCRIPTION FOR COMMON SHARES ARTICLE 1 - INTERPRETATION
1.1 Definitions
Whenever used in this Subscription Agreement, unless there is something in the subject matter or context inconsistent therewith, the following words and phrases shall have the respective meanings ascribed to them as follows:
“Accredited Investor” shall have the meaning ascribed to such term in NI 45-106.
“Affiliate” an affiliate of, or person affiliated with, a specified person shall mean a person that directly, or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified.
“Business Day” means a day other than a Saturday, Sunday or any other day on which the principal chartered banks located in Toronto are not open for business.
“Closing” shall have the meaning ascribed to such term in Section 4.1.
“Closing Date” shall mean the date of the Closing as set forth in Section 4.1.
“Closing Time” shall mean the time of the Closing as set forth in Section 4.1.
“Common Shares” means the common shares in the capital of the Corporation.
“Corporation” means KVANTO PAYMENT SERVICES LTD. a corporation existing under the laws of the Province of Ontario, and includes any successor corporation to or of the Corporation.
“Disclosed Principal” shall have the meaning ascribed to such term on the face page of this Subscription Agreement.
“Exercise Price” shall have the meaning ascribed to such term on the face page of this Subscription Agreement.
“Expiry Time” means 4:30 p.m. (Toronto time) on that date which is thirty-six (36) months following the Closing Date.
“NI 45-106” means National Instrument 45-106 – Prospectus and Registration Exemptions.
“Offering” means the offering of Common Shares by the Corporation at the Purchase Price per Common Share to eligible investors in such jurisdictions as the Corporation may determine for gross proceeds of up to $3,040,000 of Common Shares and on such additional terms as those set forth in this Subscription Agreement.
“NBSC” means the New Brunswick Securities Commission. “Outside Date” means June 5th ,2020.