Page 70 - Listing Partners Pre Listing Offering
P. 70
SUBSCRIPTION AGREEMENT SUPPLEMENT FOR FOREIGN PURCHASERS
TO: KVANTO PAYMENT SERVICES LTD. . (the “Corporation”)
In connection with a private placement by the Corporation, the undersigned (the “Purchaser”) has already completed a subscription agreement (the “Original Subscription Agreement”) confirming the undersigned’s desire to subscribe for ___________________ Class “A” common shares of the Corporation (the “Common Shares”). In order to supplement the Purchaser’s disclosure in the Original Subscription Agreement, the Purchaser hereby provides the following additional representations and warranties to the Corporation (the “Supplement”) and acknowledged that the Corporation is relying on such representations and warranties to consummate the transaction herein contemplated. The Purchaser agrees to be bound by the terms and conditions set forth in the Original Subscription Agreement, this Supplement, and Schedule “A” hereto and agrees that the information set out herein is true and accurate.
(a) International Purchasers. If the Purchaser is a resident of a country other than Canada or the United States (an “International Jurisdiction”) then in addition to the other representations and warranties contained the Original Subscription Agreement, the Purchaser represents and warrants that:
(i) the Purchaser is knowledgeable of, or has been independently advised as to, the applicable securities laws of the International Jurisdiction which would apply to this Subscription Agreement and the acquisition of Common Shares, if any;
(ii) the Purchaser is purchasing the Common Shares and will receive the Common Shares pursuant to exemptions from any prospectus, registration or similar requirements under the applicable securities laws of that International Jurisdiction or, if such is not applicable, the Purchaser is permitted to purchase the Common Shares under the applicable securities laws of the International Jurisdiction without the need to rely on exemptions;
(iii) the applicable securities laws of the International Jurisdiction do not require the Corporation to file a prospectus, registration statement or similar document or to register the Common Shares, or to make any filings or seek any approvals of any kind whatsoever from any regulatory authority of any kind whatsoever in the International Jurisdiction; and
(iv) the delivery of the Original Subscription Agreement and this Supplement, the acceptance of them by the Corporation and the issuance of the Common Shares to the Purchaser complies with or will comply with, as applicable, all applicable laws of the Purchaser’s jurisdiction of residence or domicile and all other applicable laws and will not cause the Corporation to become subject to or comply with any disclosure, prospectus or reporting requirements under any such applicable laws.