Form 8-K
8-K — Conexeu Sciences Inc.
Accession: 0001062993-26-005569
Filed: 2026-10-27
Period: 2026-10-21
CIK: 0002066836
SIC: 3842 (ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES)
Item: Unregistered Sales of Equity Securities
Item: Other Events
Item: Financial Statements and Exhibits
Documents
8-K — form8k.htm (Primary)
EX-4.1 — EXHIBIT 4.1 (exhibit4-1.htm)
EX-10.1 — EXHIBIT 10.1 (exhibit10-1.htm)
EX-99.1 — EXHIBIT 99.1 (exhibit99-1.htm)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K — FORM 8-K
8-K (Primary)
Filename: form8k.htm · Sequence: 1
Conexeu Sciences Inc.: Form 8-K - Filed by newsfilecorp.com
false
2026-10-21
0002066836
Conexeu Sciences Inc.
0002066836
2026-10-21
2026-10-21
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 21, 2026
CONEXEU SCIENCES INC.
(Exact name of registrant as specified in its charter)
Nevada
001-43283
33-4814282
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)
50 West Liberty Street, Suite 880,
Reno, Nevada, United States
89501
(Address of principal executive offices) (ZIP Code)
Registrant’s telephone number, including area code: (424) 333-5622
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbols
Name of each exchange on which registered
Common Stock
CNXU
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b -2 of this chapter).
Emerging growth company ☑
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
SECTION 3 - SECURITIES AND TRADING MARKETS
Item 3.02 Unregistered Sales of Equity Securities
The disclosure set forth under Item 8.01 below of this Current Report on Form 8-K is incorporated into this Item 3.02 by reference.
The officer and issuance of the Inducement Warrants and the shares of common stock underlying the Inducement Warrants are being made in reliance upon the exemption from the registration requirements of the U.S. Securities Act of 1933, as amended (the "Securities Act"), provided by Rule 506(b) of Regulation D and/or Section 4(a)(2) under the Securities Act for the issuance to U.S. persons and pursuant to the exclusion from the registration requirements of the Securities Act provide by Rule 903(b) of Regulation S promulgated under the Securities Act for the issuance to non-U.S. persons. The securities will bear appropriate restrictive legends and may not be offered or sold absent registration or an applicable exemption from the registration requirements of the Securities Act.
SECTION 8 - OTHER EVENTS
Item 8.01 Other Events
Warrant Inducement Program
On October 21, 2026, the Board of Directors (the "Board") of Conexeu Sciences Inc., a Nevada corporation (the "Company"), pursuant to written consent resolutions under Section 78.315 of the Nevada Revised Statutes, approved a warrant exercise inducement program (the "Inducement Program"), the form of warrant inducement letter (the "Warrant Inducement Letter") the form of inducement warrant subscription agreement (the "Inducement Warrant Subscription Agreement") and the form of warrant certificate representing the inducement warrants (the "Inducement Warrant Certificate") to be offered to holders of certain existing common stock purchase warrants of the Company (the "Existing Warrants") to encourage the early exercise of the Existing Warrants.
As of October 21, 2026, there were Existing Warrants outstanding to purchase up to an aggregate of 4,762,780 shares of common stock, par value $0.001 per share (the "Common Stock") of the Company, with an exercise price of $2.30 per share and having expiry dates ranging from February 11, 2029 to June 18, 2029. Under the terms of the Inducement Program, the Company is offering the holders of the Existing Warrants that exercise their Existing Warrants prior to 4:00 p.m. (Reno, Nevada time) on April 30, 2027 (the "Early Exercise Period") the ability to purchase one common stock purchase warrant (each, an "Inducement Warrant") at a price of $0.001 per Inducement Warrant for each Existing Warrant exercised during the Early Exercise Period. Each Inducement Warrant will entitle the holder thereof to purchase one additional share of Common Stock of the Company (each, an "Inducement Warrant Share") at an exercise price of $3.00 per Inducement Warrant Share for a period of 24 months from the date of issuance of such Inducement Warrant.
Since the Company's recent $3.00 Unit/Special Warrant private placement offering (the "$3.00 Unit Offering"), which closed on October 15, 2026, involves the issuance of up to a maximum of 1,666,667 shares of Common Stock as well as a maximum of 1,666,667 shares of Common Stock underlying the warrants forming part of the $3.00 Unit Offering, and together with up to 4,762,780 shares of Common Stock potentially issuable under the Inducement Warrants that could be issued under the Inducement Program, would be aggregated under the Nasdaq Listing Rules, this would result in the potential issuance of 20% or more of the outstanding shares of Common Stock of the Company as of the date of the consent resolutions of the Board of the Company authorizing the $3.00 Unit Offering, which was 29,498,365 shares. Therefore, the Company must place a "share cap" on the number of Inducement Warrant Shares that could be issued pursuant to the exercise of the Inducement Warrants at 2,563,389 Inducement Warrant Shares (the "Exchange Share Cap") so the total number of shares of Common Stock issuable pursuant to the $3.00 Unit Offering together with the Exchange Share Cap for the Inducement Warrant Shares is not 20% or more of the shares of Common Stock of the Company outstanding before the $3.00 Unit Offering until the Company receives stockholder approval pursuant to Nasdaq Listing Rule 5635(d) at an annual and/or special meeting of stockholders of the Company providing for the issuance of 20% or more of its outstanding shares of Common Stock (the "Exchange Cap Stockholder Approval"). The Exchange Share Cap of 2,563,389 Inducement Warrant Shares will be on a first to exercise basis of the holders of the Inducement Warrants, until the Exchange Cap Stockholder Approval is obtained.
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As part of the Inducement Program, the Board of the Company has agreed to register for resale on Form S-1 registration statement the shares of Common Stock that have already been received by certain holders from the exercise of Existing Warrants, as well as the shares of Common Stock of the Company to be received upon the exercise of the Existing Warrants (each, an "Existing Warrant Share"), except that the Company is not required to register any Existing Warrant Shares held by or deemed to be beneficially owned by affiliates of the Company.
Certain holders of Existing Warrants are parties to voluntary pooling agreements (the "Existing Pooling Agreements"), and for those certain holders, the Existing Warrant Shares as well as the Inducement Warrants and the Inducement Warrant Shares will be subject to the respective Existing Pooling Agreement, which such securities will not be released from the Existing Pooling Agreements until the day which is 12 months after the listing of the Company's Common Stock on a stock exchange or trading system in North America, which will be May 21, 2027 since the Company's Common Stock was listed on Nasdaq Capital Market on May 21, 2026.
Certain holders of Existing Warrants that participate in the Inducement Program will have beneficial ownership limitations of either 4.99% or 9.99% with respect to the Inducement Warrant Shares issuable upon exercise of the Inducement Warrants.
The foregoing description of the form of Warrant Inducement Letter, the form of Inducement Warrant Subscription Agreement and form of Inducement Warrant Certificate do not purport to be complete and are subject to, and qualified in their entirety by reference to the full text of the form of Warrant Inducement Letter, the form of Inducement Warrant Subscription Agreement and the form of Inducement Warrant Certificate, copies of which are attached as Exhibits 99.1, 10.1 and 4.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
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SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
Description
4.1
Form of Inducement Warrant Certificate
10.1*
Form of Inducement Warrant Subscription Agreement
99.1
Form of Warrant Inducement Letter
104
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)
Note:
* Certain portions of this exhibit (indicated by "[****]") have been omitted.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CONEXEU SCIENCES INC.
DATE: October 27, 2026
By:
/s/ Stephen Inouye
Stephen Inouye
CFO, Secretary and Treasurer
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EX-4.1 — EXHIBIT 4.1
EX-4.1
Filename: exhibit4-1.htm · Sequence: 2
Conexeu Sciences Inc.: Exhibit 4.1 - Filed by newsfilecorp.com
THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT") OR APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN EXEMPTION OR EXCLUSION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
[if issued to a Canadian add: UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [insert the date that is four months and a day from the distribution date.]
THESE WARRANTS MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF A PERSON IN THE UNITED STATES OR A U.S. PERSON UNLESS THESE WARRANTS AND THE SECURITIES DELIVERABLE UPON EXERCISE OF THESE WARRANTS HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTIONS FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT.
THE WARRANTS REPRESENTED HEREBY WILL BE VOID AND OF NO VALUE AFTER 5:00 PM (PACIFIC TIME) ON [●] [●], 202[●].
CONEXEU SCIENCES INC.
(a Nevada Corporation)
WARRANT CERTIFICATE
WARRANT TO PURCHASE COMMON SHARES
Warrant Certificate Number: 2026-[●]-[●]
Number of Warrants: [●]
THIS IS TO CERTIFY THAT for value received, [insert name of holder ●] [insert address of holder ●] (the "Warrantholder") has the right to purchase in respect of each warrant (the "Warrants") represented by this certificate or by a replacement certificate (in either case this "Warrant Certificate"), at any time up to 5:00 p.m. (Pacific time) on [●] [●], 202[●] (the "Expiry Time") one fully paid and non-assessable share of common stock (the "Common Shares") of Conexeu Sciences Inc. (the "Corporation"), a corporation incorporated under the laws of the State of Nevada, as constituted on the date hereof, at an exercise purchase price (the purchase price in effect from time to time being called the "Exercise Price") of US$3.00 per Common Share if exercised on or before the Expiry Time, subject to adjustment as provided herein.
The Corporation agrees that the Common Shares purchased pursuant to the exercise of the Warrants shall be and be deemed to be issued to the Warrantholder as of the close of business on the date on which this Warrant Certificate shall have been surrendered and payment made for such Common Shares as aforesaid.
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Nothing contained herein shall confer any right upon the Warrantholder to subscribe for or purchase any Common Shares at any time after the Expiry Time and from and after the Expiry Time the Warrants and all rights under this Warrant Certificate shall be void and of no value.
The above provisions are subject to the following:
1. Exercise
1.1 In the event that the Warrantholder desires to exercise the right to purchase Common Shares conferred hereby, the Warrantholder shall (a) surrender this Warrant Certificate to the Corporation in accordance with section 9 hereof, (b) complete and execute a subscription form in the form attached as Schedule A to this Warrant Certificate, and (c) pay the amount payable on the exercise of this Warrant in respect of the Common Shares subscribed for either by bank draft, money order or cheque payable to the Corporation, or by wire transfer to the Corporation. Upon such surrender and payment as aforesaid, the Warrantholder shall be deemed for all purposes to be the holder of record of the number of Common Shares to be so issued and the Warrantholder shall be entitled to delivery of a certificate or certificates representing such Common Shares and the Corporation shall cause such certificate or certificates to be delivered to the Warrantholder at the address specified in the subscription form within five business days after such surrender and payment as aforesaid. No fractional Common Shares will be issuable upon any exercise of this Warrant and the Warrantholder will not be entitled to any cash payment or compensation in lieu of a fractional Common Share.
2. Partial Exercise
2.1 The Warrantholder may from time to time subscribe for and purchase any lesser number of Common Shares than the number of Common Shares expressed in this Warrant Certificate. In the event that the Warrantholder subscribes for and purchases any such lesser number of Common Shares prior to the Expiry Time, the Warrantholder shall be entitled to receive a replacement certificate representing the unexercised balance of the Warrants.
3. Not a Shareholder
3.1 The holding of the Warrants shall not constitute the Warrantholder a shareholder of the Corporation nor entitle the Warrantholder to any right or interest in respect thereof except as expressly provided in this Warrant Certificate.
4. Covenants and Representations
4.1 The Corporation hereby represents and warrants that it is authorized to issue and that it will cause the Common Shares from time to time subscribed for and purchased in the manner provided in this Warrant Certificate and the certificate representing such Common Shares to be issued and that, at all times prior to the Expiry Time, it will reserve and there will remain unissued a sufficient number of Common Shares to satisfy the right of purchase provided in this Warrant Certificate. All Common Shares which are issued upon the exercise of the right of purchase provided in this Warrant Certificate, upon payment therefor of the amount at which such Common Shares may be purchased pursuant to the provisions of this Warrant Certificate, shall be and be deemed to be fully paid and non-assessable shares and free from all taxes, liens and charges with respect to the issue thereof. The Corporation hereby represents and warrants that this Warrant Certificate is a valid and enforceable obligation of the Corporation, enforceable in accordance with the provisions of this Warrant Certificate. The Corporation hereby represents and warrants that it will at all times prior to the Expiry Time of any Warrants hereunder maintain its existence, will carry on and conduct its business in a prudent manner in accordance with industry standards and good business practice, and will keep or cause to be kept proper books of account in accordance with applicable law.
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5. Anti-Dilution Protection:
5.1 Definitions: For the purposes of this section 5, unless there is something in the subject matter or context inconsistent therewith, the words and terms defined below shall have the respective meanings specified therefor in this subsection 5.1:
(a) "Adjustment Period" means the period commencing on [●] [●], 202[●] and ending at the Expiry Time;
(b) "Current Market Price" of the Corporation's Common Shares at any date means, if the Common Shares are traded on a stock exchange or in the over-the-counter market, the price per share equal to the weighted average price at which the Common Shares have traded on a stock exchange or in the over-the-counter market, during the period of any 20 consecutive trading days ending not more than five business days before such date; provided that the weighted average price shall be determined by dividing the aggregate sale price of all Common Shares sold on the said exchange or market, as the case may be, during such 20 consecutive trading days by the total number of Common Shares so sold; and provided further that if the Common Shares are not then traded on a stock exchange or in the over-the-counter market, then the Current Market Price shall be determined by such firm of independent chartered accountants as may be selected by the directors of the Corporation;
(c) "director" means a director of the Corporation for the time being and, unless otherwise specified herein, a reference to action "by the directors" means action by the directors of the Corporation as a board or, whenever empowered, action by any committee of the directors of the Corporation; and
(d) "trading day" with respect to a stock exchange or over-the-counter market means a day on which such stock exchange or market is open for business.
5.2 Adjustments: The Exercise Price and the number of Common Shares issuable to the Warrantholder pursuant to this Warrant Certificate shall be subject to adjustment from time to time in the events and in the manner provided as follows:
(a) If at any time during the Adjustment Period the Corporation shall:
(i) fix a record date for the issue of, or issue, Common Shares to the holders of all or substantially all of the outstanding Common Shares by way of a stock dividend;
(ii) fix a record date for the distribution to, or make a distribution to, the holders of all or substantially all of the outstanding Common Shares payable in Common Shares or securities exchangeable for or convertible into Common Shares;
(iii) subdivide the outstanding Common Shares into a greater number of Common Shares; or
(iv) consolidate the outstanding Common Shares into a lesser number of Common Shares;
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(any of such events in subclauses 5.2(a)(i), 5.2(a)(ii), 5.2(a)(iii) and 5.2(a)(iv) above being herein called a "Share Reorganization"), the Exercise Price shall be adjusted on the earlier of the record date on which holders of Common Shares are determined for the purposes of the Share Reorganization and the effective date of the Share Reorganization to the amount determined by multiplying the Exercise Price in effect immediately prior to such record date or effective date, as the case may be, by a fraction:
(A) the numerator of which shall be the number of Common Shares outstanding on such record date or effective date, as the case may be, before giving effect to such Share Reorganization; and
(B) the denominator of which shall be the number of Common Shares which will be outstanding immediately after giving effect to such Share Reorganization (including in the case of a distribution of securities exchangeable for or convertible into Common Shares the number of Common Shares that would have been outstanding had such securities been exchanged for or converted into Common Shares on such date).
To the extent that any adjustment in the Exercise Price occurs pursuant to this clause 5.2(a) as a result of the fixing by the Corporation of a record date for the distribution of securities exchangeable for or convertible into Common Shares, the Exercise Price shall be readjusted immediately after the expiry of any relevant exchange or conversion right to the Exercise Price which would then be in effect based upon the number of Common Shares actually issued and remaining issuable after such expiry and shall be further readjusted in such manner upon the expiry of any further such right. If the Warrantholder has not exercised its right to subscribe for and purchase Common Shares on or prior to the record date of such stock dividend or distribution or the effective date of such subdivision or consolidation, as the case may be, upon the exercise of such right thereafter shall be entitled to receive and shall accept in lieu of the number of Common Shares then subscribed for and purchased by the Warrantholder, at the Exercise Price determined in accordance with this clause 5.2(a) the aggregate number of Common Shares that the Warrantholder would have been entitled to receive as a result of such Share Reorganization, if, on such record date or effective date, as the case may be, the Warrantholder had been the holder of record of the number of Common Shares so subscribed for and purchased.
(b) If at any time during the Adjustment Period the Corporation shall fix a record date for the issue or distribution to the holders of all or substantially all of the outstanding Common Shares of rights, options or warrants pursuant to which such holders are entitled, during a period expiring not more than 45 days after the record date for such issue (such period being the "Rights Period"), to subscribe for or purchase Common Shares or securities exchangeable for or convertible into Common Shares at a price per share to the holder (or in the case of securities exchangeable for or convertible into Common Shares, at an exchange or conversion price per share) at the date of issue of such securities of less than 95% of the Current Market Price of the Common Shares on such record date (any of such events being called a "Rights Offering"), the Exercise Price shall be adjusted effective immediately after the record date for such Rights Offering to the amount determined by multiplying the Exercise Price in effect on such record date by a fraction:
(i) the numerator of which shall be the aggregate of:
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(A) the number of Common Shares outstanding on the record date for the Rights Offering; and
(B) the quotient determined by dividing:
(I) either (a) the product of the number of Common Shares offered during the Rights Period pursuant to the Rights Offering and the price at which such Common Shares are offered, or, (b) the product of the exchange, exercise or conversion price of the securities so offered and the number of Common Shares for or into which the securities offered pursuant to the Rights Offering may be exchanged, exercised or converted, as the case may be; by
(II) the Current Market Price of the Common Shares as of the record date for the Rights Offering; and
(ii) the denominator of which shall be the aggregate of the number of Common Shares outstanding on such record date and the number of Common Shares offered pursuant to the Rights Offering (including in the case of the issue or distribution of securities exchangeable or exercisable for or convertible into Common Shares the number of Common Shares into which such securities may be exchanged, exercised or converted).
If by the terms of the rights, options, or warrants referred to in this clause 5.2(b), there is more than one purchase, conversion or exchange price per Common Share, the aggregate price of the total number of additional Common Shares offered for subscription or purchase, or the aggregate conversion or exchange price of the convertible or exchangeable securities so offered, shall be calculated for purposes of the adjustment on the basis of the lowest purchase, conversion or exchange price per Common Share, as the case may be. Any Common Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of any such calculation. To the extent that any adjustment in the Exercise Price occurs pursuant to this clause 5.2(b) as a result of the fixing by the Corporation of a record date for the issue or distribution of rights, options or warrants referred to in this clause 5.2(b), the Exercise Price shall be readjusted immediately after the expiry of any relevant exchange, conversion or exercise right to the Exercise Price which would then be in effect based upon the number of Common Shares actually issued and remaining issuable after such expiry and shall be further readjusted in such manner upon the expiry of any further such right.
(c) If at any time during the Adjustment Period the Corporation shall fix a record date for the issue or distribution to the holders of all or substantially all of the Common Shares of:
(i) shares of the Corporation of any class other than Common Shares;
(ii) rights, options or warrants to acquire Common Shares or securities exchangeable or exercisable for or convertible into Common Shares (other than rights, options or warrants pursuant to which holders of Common Shares are entitled, during a period expiring not more than 45 days after the record date for such issue, to subscribe for or purchase Common Shares or securities exchangeable for or convertible into Common Shares at a price per share (or in the case of securities exchangeable or exercisable for or convertible into Common Shares at an exchange, exercise or conversion price per share on the record date for the issue of such securities) of at least 95% of the Current Market Price of the Common Shares on such record date);
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(iii) evidences of indebtedness of the Corporation; or
(iv) any property or assets of the Corporation;
and if such issue or distribution does not constitute a Share Reorganization or a Rights Offering (any of such non-excluded events being herein called a "Special Distribution"), the Exercise Price shall be adjusted effective immediately after the record date for the Special Distribution to the amount determined by multiplying the Exercise Price in effect on the record date for the Special Distribution by a fraction:
(A) the numerator of which shall be the difference between:
(I) the product of the number of Common Shares outstanding on such record date and the Current Market Price of the Common Shares on such record date; and
(II) the fair value, as determined by a recognized independent firm of valuators, to the holders of Common Shares of the shares, rights, options, warrants, evidences of indebtedness or property or assets to be issued or distributed in the Special Distribution; and
(B) the denominator of which shall be the product obtained by multiplying the number of Common Shares outstanding on such record date by the Current Market Price of the Common Shares on such record date.
Any Common Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of such calculation. To the extent that any adjustment in the Exercise Price occurs pursuant to this clause 5.2(c) as a result of the fixing by the Corporation of a record date for the issue or distribution of rights, options or warrants to acquire Common Shares or securities exchangeable or exercisable for or convertible into Common Shares referred to in this clause 5.2(c), the Exercise Price shall be readjusted immediately after the expiry of any relevant exchange, exercise or conversion right to the amount which would then be in effect if the current market value of the Common Shares had been determined on the basis of the number of Common Shares issued and remaining issuable immediately after such expiry, and shall be further readjusted in such manner upon the expiry of any further such right.
(d) If at any time during the Adjustment Period there shall occur:
(i) a reclassification or redesignation of the Common Shares, any change of the Common Shares into other shares or securities or any other capital reorganization involving the Common Shares other than a Share Reorganization;
(ii) a consolidation, amalgamation or merger of the Corporation with or into any other body corporate which results in a reclassification or redesignation of the Common Shares or a change of the Common Shares into other shares or securities; or
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(iii) the transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to another corporation or entity;
(any of such events being herein called a "Capital Reorganization"), after the effective date of the Capital Reorganization:
(iv) the Warrantholder shall be entitled to receive, and shall accept, for the same aggregate consideration, upon exercise of this Warrant, in lieu of the number of Common Shares which the Warrantholder was theretofore entitled to purchase or receive upon the exercise of this Warrant, the kind and aggregate number of shares and other securities or property resulting from the Capital Reorganization which the Warrantholder would have been entitled to receive as a result of the Capital Reorganization if, on the effective date thereof, the Warrantholder had been the registered holder of the number of Common Shares to which the Warrantholder was theretofore entitled to purchase or receive upon the exercise of this Warrant; and
(v) the Exercise Price shall, on the effective date of the Capital Reorganization, be adjusted by multiplying the Exercise Price in effect immediately prior to such Capital Reorganization by the number of Common Shares purchasable pursuant to this Warrant Certificate immediately prior to the Capital Reorganization, and dividing the product thereof by the number of successor securities determined in Section 5.2(d)(iv) above.
(e) If necessary, as a result of any Capital Reorganization, appropriate adjustments shall be made in the application of the provisions of this Warrant Certificate with respect to the rights and interest thereafter of the Warrantholder to the end that the provisions of this Warrant Certificate shall thereafter correspondingly be made applicable as nearly as may reasonably be possible in relation to any shares or other securities or property thereafter deliverable upon the exercise of this Warrant.
(f) If at any time during the Adjustment Period any adjustment or readjustment in the Exercise Price shall occur pursuant to the provisions of clauses 5.2(a), 5.2(b) or 5.2(c) hereof, then the number of Common Shares purchasable upon the subsequent exercise of this Warrant shall be simultaneously adjusted or readjusted, as the case may be, by multiplying the number of Common Shares purchasable upon the exercise of this Warrant immediately prior to such adjustment or readjustment by a fraction which shall be the reciprocal of the fraction used in the adjustment or readjustment of the Exercise Price.
5.3 Rules: The following rules and procedures shall be applicable to adjustments made pursuant to subsection 5.2 hereof.
(a) Subject to the following provisions of this subsection 5.3, any adjustment made pursuant to subsection 5.2 hereof shall be made successively whenever an event referred to therein shall occur.
(b) No adjustment in the Exercise Price shall be required unless such adjustment would result in a change of at least one per cent in the then Exercise Price and no adjustment shall be made in the number of Common Shares purchasable or issuable on the exercise of this Warrant unless it would result in a change of at least one one-hundredth of a Common Share; provided, however, that any adjustments which except for the provision of this clause 5.3(b) would otherwise have been required to be made shall be carried forward and taken into account in any subsequent adjustment. Notwithstanding any other provision of subsection 5.2 hereof, no adjustment of the Exercise Price shall be made which would result in an increase in the Exercise Price or a decrease in the number of Common Shares issuable upon the exercise of this Warrant (except in respect of the Share Reorganization described in subclause 5.2(a)(iv) hereof or a Capital Reorganization described in subclause 5.2(d)(ii) hereof).
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(c) No adjustment in the Exercise Price or in the number or kind of securities purchasable upon the exercise of this Warrant shall be made in respect of any event described in section 5 hereof if the Warrantholder is entitled to participate in such event on the same terms mutatis mutandis as if the Warrantholder had exercised this Warrant prior to or on the record date or effective date, as the case may be, of such event.
(d) No adjustment in the Exercise Price or in the number of Common Shares purchasable upon the exercise of this Warrant shall be made pursuant to subsection 5.2 hereof in respect of the issue from time to time of Common Shares pursuant to this Warrant Certificate or pursuant to any stock option, stock purchase or stock bonus plan in effect from time to time for directors, officers or employees of the Corporation and/or any subsidiary of the Corporation and any such issue, and any grant of options in connection therewith, shall be deemed not to be a Share Reorganization, a Rights Offering nor any other event described in subsection 5.2 hereof.
(e) If at any time during the Adjustment Period the Corporation shall take any action affecting the Common Shares, other than an action described in subsection 5.2 hereof, which in the opinion of the directors would have a material adverse effect upon the rights of the Warrantholder, either or both the Exercise Price and the number of Common Shares purchasable upon exercise of this Warrant shall be adjusted in such manner and at such time by action by the directors, in their sole discretion, as may be equitable in the circumstances. Failure of the taking of action by the directors so as to provide for an adjustment prior to the effective date of any action by the Corporation affecting the Common Shares shall be deemed to be conclusive evidence that the directors have determined that it is equitable to make no adjustment in the circumstances.
(f) If the Corporation shall set a record date to determine holders of Common Shares for the purpose of entitling such holders to receive any dividend or distribution or any subscription or purchase rights and shall, thereafter and before the distribution to such holders of any such dividend, distribution or subscription or purchase rights, legally abandon its plan to pay or deliver such dividend, distribution or subscription or purchase rights, then no adjustment in the Exercise Price or the number of Common Shares purchasable upon exercise of this Warrant shall be required by reason of the setting of such record date.
(g) In any case in which this Warrant shall require that an adjustment shall become effective immediately after a record date for an event referred to in subsection 5.2 hereof, the Corporation may defer, until the occurrence of such event:
(i) issuing to the Warrantholder, to the extent that this Warrant is exercised after such record date and before the occurrence of such event, the additional Common Shares issuable upon such exercise by reason of the adjustment required by such event; and
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(ii) delivering to the Warrantholder any distribution declared with respect to such additional Common Shares after such record date and before such event;
provided, however, that the Corporation shall deliver to the Warrantholder an appropriate instrument evidencing the right of the Warrantholder, upon the occurrence of the event requiring the adjustment, to an adjustment in the Exercise Price and the number of Common Shares purchasable upon the exercise of this Warrant and to such distribution declared with respect to any such additional Common Shares issuable on this exercise of this Warrant.
(h) In the absence of a resolution of the directors fixing a record date for a Rights Offering, the Corporation shall be deemed to have fixed as the record date therefor the date of the issue of the rights, options or warrants issued pursuant to the Rights Offering.
(i) If a dispute shall at any time arise with respect to adjustments of the Exercise Price or the number of Common Shares purchasable upon the exercise of this Warrant, such disputes shall be conclusively determined by the auditors of the Corporation or if they are unable or unwilling to act, by such other firm of independent chartered accountants as may be selected by the directors and any such determination shall be conclusive evidence of the correctness of any adjustment made pursuant to subsection 5.2 hereof and shall be binding upon the Corporation and the Warrantholder.
(j) As a condition precedent to the taking of any action which would require an adjustment pursuant to subsection 5.2 hereof, including the Exercise Price and the number or class of Common Shares or other securities which are to be received upon the exercise thereof, the Corporation shall take any action which may, in the opinion of counsel to the Corporation, be necessary in order that the Corporation may validly and legally issue as fully paid and non-assessable shares all of the Common Shares or other securities which the Warrantholder is entitled to receive in accordance with the provisions of this Warrant Certificate.
5.4 Notice: At least 21 days prior to any record date or effective date, as the case may be, for any event which requires or might require an adjustment in any of the rights of the Warrantholder under this Warrant, including the Exercise Price and the number of Common Shares which are purchasable under this Warrant, the Corporation shall deliver to the Warrantholder a certificate of the Corporation specifying the particulars of such event and, if determinable, the required adjustment and the calculation of such adjustment. In case any adjustment for which a notice in this subsection 5.4 has been given is not then determinable, the Corporation shall promptly after such adjustment is determinable deliver to the Warrantholder a certificate providing the calculation of such adjustment. The Corporation hereby covenants and agrees that the register of transfers and transfer books for the Common Shares will be open, and that the Corporation will not take any action which might deprive the Warrantholder of the opportunity of exercising the rights of subscription contained in this Warrant Certificate, during such 21 day period.
6. Further Assurances
The Corporation hereby covenants and agrees that it will do, execute, acknowledge and deliver, or cause to be done, executed, acknowledged and delivered, all and every such other act, deed and assurance as the Warrantholder shall reasonably require for the better accomplishing and effectuating of the intentions and provisions of this Warrant Certificate.
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7. Time of Essence
Time is of the essence of this Warrant Certificate.
8. Governing Laws
This Warrant Certificate shall be construed in accordance with the laws of the State of Nevada. In the event that any dispute shall occur between the parties arising out of or resulting from the construction, interpretation, enforcement or any other aspect of this Certificate, the parties hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of Nevada and to the jurisdiction of the United States District Court for the District of Nevada for the purpose of any suit, action or other proceeding arising out of or based upon this Warrant.
9. Notices
All notices or other communications to be given under this Warrant Certificate shall be delivered by hand, by telecopier, or by email and, if delivered by hand, shall be deemed to have been given on the delivery date and, if sent by telecopier or email, on the date of transmission if sent before 4:00 p.m. on a business day or, if such day is not a business day, on the first business day following the date of transmission.
Notices to the Corporation shall be addressed to:
Conexeu Sciences Inc.
c/o 50 West Liberty Street, Suite 880
Reno, Nevada 89501
Attention: Steve Inouye, CFO
Email: steve@conexeu.com
The Corporation or the Warrantholder may change its address for service by notice in writing to the other of them specifying its new address for service under this Warrant Certificate.
10. Legends on Common Shares
10.1 This Warrant and the Shares to be issued upon its exercise have not been registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or the securities laws of any state of the United States. This Warrant may not be exercised in the United States, or by or for the account or benefit of a U.S. person or a person in the United States, unless (i) the Shares are registered under the U.S. Securities Act and the applicable laws of any such state or (ii) an exemption from such registration requirements is available and, in either case, the holder has complied with the requirements set forth in the subscription form in the form attached as Schedule A to this Warrant Certificate. "United States" and "U.S. person" are as defined in Regulation S under the U.S. Securities Act.
Any Shares issued upon exercise of this Warrant will be "restricted securities", as defined in Rule 144(a)(3) under the U.S. Securities Act.
10.2 If the Warrantholder is a U.S. Person or exercising the Warrants for the account or benefit of a U.S. Person, or a person in the United States, then the Warrantholder also acknowledges and understands that the certificates representing the Common Shares will be required to be stamped with the following legend (or substantially equivalent language) restricting transfer in the following manner in the United States:
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"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT") OR APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN EXEMPTION OR EXCLUSION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.";
10.3 If the Warrantholder is outside of the United States and is not (A) a U.S. Person, or (B) exercising the Warrants for the account or benefit of a U.S. Person, or a person in the United States, then the Warrantholder also acknowledges and understands that the certificates representing the Common Shares will be required to be stamped with the following legend (or substantially equivalent language) restricting transfer in the following manner:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT") OR APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN EXEMPTION OR EXCLUSION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SECURITIES REPRESENTED BY THE CERTIFICATE CANNOT BE THE SUBJECT OF HEDGING TRANSACTIONS UNLESS SUCH TRANSACTIONS ARE CONDUCTED IN COMPLIANCE WITH THE U.S. SECURITIES ACT.";
provided, however, in either 10.2 or 10.3 above, if any Common Shares are being sold, the legend may be removed by delivery to the Corporation's registrar and transfer agent and the Corporation of an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation, that such legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws.
10.4 In addition, if the Warrantholder is resident in a jurisdiction of Canada, then the Warrantholder acknowledges and understands that the certificates representing the Common Shares if issued prior to the date that is four months and a day from the date of issuance of this Warrant Certificate will be required, in addition to the respective legend set forth in 10.2 or 10.3 above, as applicable, to be stamped with the following legend:
"UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [insert the date that is four months and a day from the distribution date]."
[11. Beneficial Ownership Limitation
11.1 Notwithstanding anything to the contrary contained herein, the rights represented by this Warrant Certificate shall not be exercisable by the Warrantholder, and the Corporation shall not effect any exercise of Warrants, to the extent (but only to the extent) that, after giving effect to such exercise, the Warrantholder, together with any "affiliate" of the Warrantholder (as such term is defined in Rule 405 under the U.S. Securities Act) and any person or entity acting jointly or in concert with the Warrantholder (the "Joint Actors") would in the aggregate beneficially own in excess of 9.99% (the "Maximum Percentage") of the issued and outstanding Common Shares of the Corporation after such exercise. To the extent the above limitation applies, the determination of whether the Warrants shall be exercisable (vis-à-vis other convertible, exercisable or exchangeable securities owned by the Warrantholder, together with its Joint Actors) and of which such securities shall be convertible, exercisable or exchangeable (as among all such securities owned by the Warrantholder, together with its Joint Actors) shall, subject to the Maximum Percentage limitation, be determined on the basis of the first submission to the Corporation for conversion, exercise or exchange (as the case may be). No prior inability to exercise the Warrants or to issue Warrant Shares shall have any effect on the applicability of the provisions of this Section 11.1 with respect to any subsequent determination of exercisability. For purposes of this Section 11.1, beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be determined in accordance with Section 13(d) of the United States Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations promulgated thereunder. The provisions of this Section 11.1 shall only be implemented in a manner otherwise than in strict conformity with the terms of this Section 11.1 to correct this Section 11.1 (or any portion hereof) which may be defective or inconsistent with the intended Maximum Percentage limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to the Maximum Percentage limitation. The limitations contained in this Section 11.1 shall apply to a successor holder of the Warrants.
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Or
11.1 The Corporation shall not effect any exercise of the Warrants, and the Warrantholder shall not have the right to exercise any portion of the Warrants, to the extent that after giving effect to such exercise, the Warrantholder together with any "affiliate" of the Warrantholder (as such term is defined in Rule 405 under the U.S. Securities Act) and any person or entity acting jointly or in concert with the Warrantholder (the "Joint Actors") would beneficially own in excess 4.99% of the number of Common Shares outstanding immediately after giving effect to such exercise (the "Beneficial Ownership Limitation").
For purposes of this Section 11.1, beneficial ownership shall be calculated in accordance with Section 13(d) of the United States Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations promulgated thereunder, provided that the number of Common Shares beneficially owned by the Warrantholder and its Joint Actors shall include the Common Shares issuable upon exercise of the Warrants with respect to which such determination is being made, but shall exclude Common Shares issuable upon exercise or conversion of any other securities of the Corporation subject to a similar beneficial ownership limitation, in each case beneficially owned by the Warrantholder or any of its Joint Actors.
In determining the number of outstanding Common Shares, the Warrantholder may rely on the number reflected in (A) the Corporation's most recent periodic or annual report filed with the Securities and Exchange Commission, (B) a more recent public announcement by the Corporation, or (C) a more recent written notice from the Corporation or its transfer agent. The number of outstanding Common Shares shall be determined after giving effect to conversions or exercises of Corporation securities by the Warrantholder or its Joint Actors since the date of such report, announcement, or notice.
The Warrantholder may, upon written notice to the Corporation, increase the Beneficial Ownership Limitation, provided that it shall not exceed 9.99% at any time, or alternatively waive the Beneficial Ownership Limitation in its entirety, upon not less than 61 days' prior written notice to the Corporation, and such increase or waiver shall become effective on the 61st day following delivery of such notice. Following any such waiver, the Beneficial Ownership Limitation shall be of no further force or effect with respect to the Warrantholder. The limitations of this Section 11.1 shall apply to any successor holder of the Warrants.]
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[12. Pooling/Escrow
12.1 The Warrantholder understands and acknowledges that all of the Common Shares issued upon exercise of the Warrants (including any securities which may be issued in exchange for or as replacement for the Common Shares) are required to be pooled or escrowed so that such Common Shares may not be sold, offered for sale, pledged or otherwise transferred before the date which is 12 months after the listing of the Corporation on a stock exchange or trading system in North America. In furtherance of this covenant, the Warrantholder hereby irrevocably appoints the Chief Executive Officer of the Corporation, as exists at the applicable time (in any case, the "CEO"), as the Warrantholder's attorney-in-fact and authorizes the CEO as the Warrantholder's attorney-in-fact to approve and sign a pooling or escrow agreement on behalf of the Warrantholder to provide for pooling or escrow of the Common Shares as the case may be.]
13.1 Lost Certificate
13.1 If this Warrant Certificate or any replacement hereof becomes stolen, lost, mutilated or destroyed, the Corporation shall, on such terms as it may in its discretion impose, acting reasonably, issue and deliver a new certificate, in form identical hereto but with appropriate changes, representing any unexercised portion of the subscription rights represented hereby to replace the certificate so stolen, lost, mutilated or destroyed.
14. Language
14.1 The parties hereto acknowledge and confirm that they have requested that this Warrant Certificate as well as all notices and other documents contemplated hereby be drawn up in the English language.
15. Transfer
15.1 The Warrants are transferable subject to compliance with all applicable securities laws, rules and regulations.
16. Successors and Assigns
16.1 This Warrant Certificate shall enure to the benefit of the Warrantholder and the successors and assignees thereof and shall be binding upon the Corporation and the successors thereof.
17. Delivery and Execution
17.1 The Corporation shall be entitled to rely on delivery of an executed Warrant Certificate by electronic means, and acceptance by the Warrantholder of such electronic Warrant Certificate (including, without limitation by facsimile or email delivery) shall be legally effective between the Warrantholder and the Corporation in accordance with the terms hereof.
[Signature page follows]
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IN WITNESS WHEREOF, the Corporation has caused this Warrant Certificate to be signed by an authorized officer as of the ___ day of [●], 202[●].
CONEXEU SCIENCES INC.
Per:
Stephen Inouye, CFO
The digital signature above shall be deemed to constitute an original signature to this Warrant Certificate.
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Schedule A
SUBSCRIPTION FORM
To: Conexeu Sciences Inc.
The undersigned hereby subscribes for ____________ common shares ("Common Shares") of Conexeu Sciences Inc. (the "Corporation") (or such other number of Common Shares or other securities to which such subscription entitles the undersigned in lieu thereof or in addition thereto) pursuant to the provisions of the warrant certificate (the "Warrant Certificate") dated as of the ___ day of [●], 202[●] issued by the Corporation to the Warrantholder (as defined in the Warrant Certificate) at the purchase price of US$3.00 per Common Share if exercised on or before 5:00 p.m. (Pacific time) on [●] [●], 202[●], (or at such other purchase price as may then be in effect under the provisions of the Warrant Certificate) and on and subject to the other terms and conditions specified in the Warrant and encloses herewith a cheque, bank draft or money order or has transmitted good same day funds by wire or other similar transfer in United States dollars payable to or to the order of the Corporation in payment of the subscription price.
The undersigned hereby directs that the Common Shares subscribed for be registered and delivered as follows:
Name in Full
Address (include Postal/Zip
Code)
Number of Common Shares
As at the time of exercise hereunder, the undersigned Warrantholder represents, warrants and certifies as follows (check one):
(A) ☐ the undersigned Warrantholder at the time of exercise of the Warrant is not in the United States, is not a "U.S. person" as defined in Regulation S under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and is not exercising the Warrant for the account or benefit of a U.S. person or a person in the United States (as defined in Regulation S), and did not execute or deliver this subscription form in the United States; OR
(B) ☐ the undersigned Warrantholder is resident in the United States, is a U.S. person, or is exercising the Warrant for the account or benefit of a U.S. person or a person in the United States (a "U.S. Holder"), and is an "accredited investor", as defined in Rule 501(a) of Regulation D under the U.S. Securities Act (a "U.S. Accredited Investor"), and has completed the U.S. Accredited Investor Status Certificate in the form attached to this subscription form; OR
(C) ☐ if the undersigned Warrantholder is a U.S. Holder, the undersigned Warrantholder has delivered to the Corporation and the Corporation's transfer agent, if applicable, an opinion of counsel (which will not be sufficient unless it is in form and substance satisfactory to the Corporation) or such other evidence satisfactory to the Corporation to the effect that with respect to the common shares to be delivered upon exercise of the Warrant, the issuance of such securities has been registered under the U.S. Securities Act and applicable state securities laws, or an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws is available.
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"United States" and "U.S. person" are as defined in Rule 902 of Regulation S under the U.S. Securities Act ("Regulation S").
If the undersigned has checked box (A) immediately above the undersigned:
(a) agrees not to engage in hedging transactions with regard to the Common Shares prior to the expiration of the six-month distribution compliance period set forth in Rule 903(b)(3) of Regulation S;
(b) acknowledges that the Common Shares issuable upon exercise of the Warrants are "restricted securities" as defined in Rule 144 of the U.S. Securities Act, and upon the issuance thereof, and until such time as the same is no longer required under the applicable requirements of the U.S. Securities Act or applicable state securities laws and regulations, the certificates representing the Common Shares shall bear the applicable restrictive legends substantially in the forms set forth in sections 10.2 or 10.3 and 10.4 of the Warrant Certificate, as applicable;
(c) agrees not to resell the Common Shares except (i) pursuant to registration under the U.S. Securities Act and any applicable state securities laws, (ii) pursuant to an available exemption from registration under the U.S. Securities Act and any applicable state securities laws, or (iii) pursuant to the provisions of Regulation S of the U.S. Securities Act; and
(d) subject to compliance with the Corporation's constating documents and any other applicable agreements between the undersigned and the Corporation, the undersigned acknowledges that the Corporation shall refuse to register any transfer of the Common Shares not made in accordance with the provisions of Regulation S, pursuant to registration under the U.S. Securities Act and any applicable state securities laws, or pursuant to an available exemption from registration under the U.S. Securities Act and any applicable state securities laws.
Note: Certificates representing Common Shares will not be registered or delivered to an address in the United States unless box (B) or (C) immediately above is checked.
If the undersigned Warrantholder has indicated that the undersigned Warrantholder is a U.S. Accredited Investor by marking box (B) above, the undersigned Warrantholder additionally represents and warrants to the Corporation that:
1 the undersigned Warrantholder has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Common Shares, and the undersigned is able to bear the economic risk of loss of his or her entire investment;
2. the undersigned is: (i) purchasing the Common Shares for his or her own account or for the account of one or more U.S. Accredited Investors with respect to which the undersigned is exercising sole investment discretion, and not on behalf of any other person; (ii) is purchasing the Common Shares for investment purposes only and not with a view to resale, distribution or other disposition in violation of United States federal or state securities laws; and (iii) in the case of the purchase by the undersigned of the Common Shares as agent or trustee for any other person or persons (each a "Beneficial Owner"), the undersigned Warrantholder has due and proper authority to act as agent or trustee for and on behalf of each such Beneficial Owner in connection with the transactions contemplated hereby; provided that: (x) if the undersigned Warrantholder, or any Beneficial Owner, is a corporation or a partnership, syndicate, trust or other form of unincorporated organization, the undersigned Warrantholder or each such Beneficial Owner was not incorporated or created solely, nor is it being used primarily to permit purchases without a prospectus or registration statement under applicable law; and (y) each Beneficial Owner, if any, is a U.S. Accredited Investor; and
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3. the undersigned has not exercised the Warrants as a result of any form of general solicitation or general advertising (as such terms are used in Rule 502 of Regulation D under the U.S. Securities Act), including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media, or broadcast over radio, television, the Internet or other form of telecommunications, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising.
If the undersigned has indicated that the undersigned is a U.S. Accredited Investor by marking box (B) above, the undersigned also acknowledges and agrees that:
1. the Corporation has provided to the undersigned the opportunity to ask questions and receive answers concerning the terms and conditions of the offering, and the undersigned has had access to such information concerning the Corporation as the undersigned has considered necessary or appropriate in connection with the undersigned's investment decision to acquire the Common Shares;
2. if the undersigned decides to offer, sell or otherwise transfer any of the Common Shares, the undersigned must not, and will not, offer, sell or otherwise transfer any of such Common Shares directly or indirectly, unless:
(a) the sale is to the Corporation;
(b) the sale is made outside the United States in a transaction meeting the requirements of Rule 904 of Regulation S under the U.S. Securities Act and in compliance with applicable local laws and regulations;
(c) the sale is made pursuant to the exemption from the registration requirements under the U.S. Securities Act provided by Rule 144 thereunder, if available, and in accordance with any applicable state securities or "blue sky" laws; or
(d) the Common Shares are sold in a transaction that does not require registration under the U.S. Securities Act or any applicable state laws and regulations governing the offer and sale of securities,
and in the case of (c) and (d) above, it has prior to such sale furnished to the Corporation and the Corporation's registrar and transfer agent an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Corporation and the Corporation's registrar and transfer agent;
3. the Common Shares are "restricted securities" under applicable federal securities laws and that the U.S. Securities Act and the rules of the United States Securities and Exchange Commission provide in substance that the undersigned may dispose of the Common Shares only pursuant to an effective registration statement under the U.S. Securities Act or an exemption therefrom;
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4. the certificates representing the Common Shares (and any certificates issued in exchange or substitution for the Common Shares) will bear a legend stating that such securities have not been registered under the U.S. Securities Act or the securities laws of any state of the United States, and may not be offered for sale or sold unless registered under the U.S. Securities Act and the securities laws of all applicable states of the United States, or unless an exemption from such registration requirements is available;
5. the legend may be removed by delivery to the Corporation's registrar and transfer agent and the Corporation of an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation, that such legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws;
6. there may be material tax consequences to the undersigned of an acquisition or disposition of the Common Shares;
7. the Corporation gives no opinion and makes no representation with respect to the tax consequences to the undersigned under United States, state, local or foreign tax law of the undersigned's acquisition or disposition of any Common Shares;
8. funds representing the subscription price for the Common Shares which will be advanced by the undersigned to the Corporation upon exercise of the Warrants will not represent proceeds of crime for the purposes of the United States Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (the "PATRIOT Act"), and the undersigned acknowledges that the Corporation may in the future be required by law to disclose the undersigned's name and other information relating to this exercise form and the undersigned's subscription hereunder, on a confidential basis, pursuant to the PATRIOT Act. No portion of the subscription price to be provided by the undersigned (i) has been or will be derived from or related to any activity that is deemed criminal under the laws of the United States of America, or any other jurisdiction, or (ii) is being tendered on behalf of a person or entity who has not been identified to or by the undersigned, and it shall promptly notify the Corporation if the undersigned discovers that any of such representations ceases to be true and provide the Corporation with appropriate information in connection therewith; and
9. the undersigned consents to the Corporation making a notation on its records or giving instructions to any transfer agent of the Corporation in order to implement the restrictions on transfer set forth and described in this subscription form or the Warrant Certificate.
In the absence of instructions to the contrary, the securities or other property will be issued in the name of or to the Warrantholder hereof and will be sent by first class mail to the last address of the Warrantholder appearing on the register maintained for the Warrants.
[Signature page follows]
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DATED this _________ day of _______________, 20___.
In the presence of:
Signature of Witness
Signature of Warrantholder
Witness's Name
Name and Title of Authorized Signatory for the Warrantholder
Please print below your name and address in full.
Legal Name
Address
INSTRUCTIONS FOR SUBSCRIPTION
The signature to the subscription must correspond in every particular with the name written upon the face of the Warrant Certificate without alteration. If the certificates representing the Common Shares to be issued upon exercise of the Warrants differs from the registration of the Warrant Certificates the signature of the registered Warrantholder must be guaranteed by an authorized officer of a Canadian chartered bank, or of a major Canadian trust company, or by a medallion signature guarantee from a member recognized under the Signature Medallion Guarantee Program, or from a similar entity in the United States, if this transfer is executed in the United States, or in accordance with industry standards.
In the case of persons signing by agent or attorney or by personal representative(s), the authority of such agent, attorney or representative(s) to sign must be proven to the satisfaction of the Corporation.
If the Warrant Certificate and the form of subscription are being forwarded by mail, registered mail must be employed.
__________
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U.S. ACCREDITED INVESTOR STATUS CERTIFICATE
In connection with the exercise of certain outstanding warrants of CONEXEU SCIENCES INC. (the "Company") by the Warrantholder, the Warrantholder hereby represents and warrants to the Company that the Warrantholder, and each beneficial owner (each a "Beneficial Owner"), if any, on whose behalf the Warrantholder is exercising such warrants, satisfies one or more of the following categories of Accredited Investor (please write "W/H" for the undersigned Warrantholder, and "B/O" for each beneficial owner, if any, on each line that applies):
_______ Category 1. A bank, as defined in Section 3(a)(2) of the U.S. Securities Act, whether acting in its individual or fiduciary capacity; or
_______ Category 2. A savings and loan association or other institution as defined in Section 3(a)(5)(A) of the U.S. Securities Act, whether acting in its individual or fiduciary capacity; or
_______ Category 3. A broker or dealer registered pursuant to Section 15 of the United States Securities Exchange Act of 1934, as amended; or
_______ Category 4. An investment adviser registered pursuant to section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state; or
_______ Category 5. An investment adviser relying on the exemption from registering with the United States Securities and Exchange Commission (the "Commission") under section 203(l) or (m) of the Investment Advisers Act of 1940; or
_______ Category 6. An insurance company as defined in Section 2(a)(13) of the U.S. Securities Act; or
_______ Category 7. An investment company registered under the United States Investment Corporation Act of 1940; or
_______ Category 8. A business development company as defined in Section 2(a)(48) of the United States Investment Corporation Act of 1940; or
_______ Category 9. A small business investment company licensed by the U.S. Small Business Administration under Section 301 (c) or (d) of the United States Small Business Investment Act of 1958; or
_______ Category 10. A rural business investment company as defined in section 384A of the Consolidated Farm and Rural Development Act; or
_______ Category 11. A plan established and maintained by a state, its political subdivisions or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, with total assets in excess of US$5,000,000; or
_______ Category 12. An employee benefit plan within the meaning of the United States Employee Retirement Income Security Act of 1974 in which the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company or registered investment adviser, or an employee benefit plan with total assets in excess of US$5,000,000 or, if a self-directed plan, with investment decisions made solely by persons who are U.S. Accredited Investors; or
_______ Category 13. A private business development company as defined in Section 202(a)(22) of the United States Investment Advisers Act of 1940; or
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_______ Category 14. An organization described in Section 501(c)(3) of the United States Internal Revenue Code of 1986, as amended, a corporation, a limited liability company, a Massachusetts or similar business trust, a partnership, or limited liability company, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of US$5,000,000; or
_______ Category 15. Any director or executive officer of the Company; or
_______ Category 16. A natural person (including an IRA (Individual Retirement Account) owned by such person) whose individual net worth, or joint net worth with that person's spouse or spousal equivalent (being a cohabitant occupying a relationship generally equivalent to that of a spouse), excluding the value of that person's primary residence net of any mortgage obligation secured by the property, exceeds US$ 1,000,000 (note: for the purposes of calculating net worth: (i) the person's primary residence shall not be included as an asset; (ii) indebtedness that is secured by the person's primary residence, up to the estimated fair market value of the primary residence at the time of the sale of the securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of the sale of the securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); (iii) indebtedness that is secured by the person's primary residence in excess of the estimated fair market value of the primary residence shall be included as a liability; (iv) for the purposes of calculating joint net worth of the person and that person's spouse or spousal equivalent, (A)joint net worth can be the aggregate net worth of the investor and spouse or spousal equivalent, and (B) assets need not be held jointly to be included in the calculation; and (v) reliance by the person and that person's spouse or spousal equivalent on the joint net worth standard does not require that the securities be purchased jointly); or
_______ Category 17. A natural person (including an IRA (Individual Retirement Account) owned by such person) who had an individual income in excess of US$200,000 in each of the two most recent years or joint income with that person's spouse or spousal equivalent in excess of US$300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; or
_______ Category 18. A trust, with total assets in excess of US$5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the U.S. Securities Act; or
_______ Category 18a. A revocable trust which may be revoked or amended by its settlors (creators), each of whom is a U.S. Accredited Investor (note: if this category is selected, you must furnish a supplementary representation letter from each settlor confirming how such settlor qualifies as a U.S. Accredited Investor); or
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_______ Category 19. Any entity in which all of the equity owners meet the requirements of at least one of the above categories.
If you checked Category 19, please indicate the name and category of U.S Accredited Investor (by reference to the applicable category number in this certificate) of each equity owner:
Name of Equity Owner
Category of U.S.
Accredited Investor
Note: It is permissible to look through various forms of equity ownership to natural persons in determining the U.S. Accredited Investor status of entities under this category. If those natural persons are themselves U.S. Accredited Investors, and if all other equity owners of the entity seeking U.S. Accredited Investor status are U.S. Accredited Investors, then this category will be available.
_______ Category 20. An entity, of a type not listed in Categories 1-14, 18 or 19, not formed for the specific purpose of acquiring the securities offered, owning investments in excess of US$5,000,000 (note: for the purposes of this Category 20, "investments" is defined in Rule 2a51-1(b) under the Investment Company Act of 1940); or
_______ Category 21. A natural person holding in good standing one or more of the following professional certifications or designations or credentials from an accredited educational institution that the Commission has designated as qualifying an individual for U.S. Accredited Investor status, including an IRA (Individual Retirement Account) owned by such person: The General Securities Representative license (Series 7), the Private Securities Offerings Representative license (Series 82), and the Licensed Investment Adviser Representative (Series 65); or
_______ Category 22. A "family office," as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940: (i) with assets under management in excess of US$5,000,000, (ii) that is not formed for the specific purpose of acquiring the securities offered, and (iii) whose prospective investment is directed by a person (a "Knowledgeable Family Office Administrator") who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment; or
_______ Category 23. A "family client," as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940, of a family office meeting the requirements set forth in Category 22 above and whose prospective investment in the Company is directed by such family office with the involvement of the Knowledgeable Family Office Administrator.
__________
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Schedule B
FORM OF TRANSFER
TO BE EXECUTED BY THE REGISTERED HOLDER TO TRANSFER THIS WARRANT TO
PURCHASE COMMON SHARES ISSUED ON [●] [●], 202[●]
(THE "WARRANT")
To: Conexeu Sciences Inc. (the "Corporation")
FOR VALUE RECEIVED, the undersigned (the "Transferor") hereby sells, assigns and transfers unto __________________________________ (the "Transferee") ________________ Warrants exercisable for common shares of the Corporation registered in the name of the Transferor on the register of the Corporation.
The Transferor hereby directs that the Warrants hereby transferred be issued and delivered as follows:
NAME IN FULL
ADDRESS
NUMBER OF WARRANTS
The Transferor irrevocably constitute and appoint ______________________ as attorney to make such transfer on the books of Conexeu Sciences Inc., maintained for the purpose, with full power of substitution in the premises.
The undersigned hereby certifies that (check either A or B, as applicable):
____ (A) if the Transferee is (i) a U.S. person, (ii) a person in the United States, or (ii) a person who is acting for the account or benefit of a U.S. person or a person in the United States, the transfer of the Warrants is being completed pursuant to an exemption from the registration requirements of the U.S. Securities Act and any applicable state securities laws, in which case the Transferor has delivered or caused to be delivered a written opinion of U.S. legal counsel or recognized standing in form and substance reasonably acceptable to the Corporation and the transfer agent to such effect; OR
____ (B) the transfer of the Warrants is being made outside the United States in accordance with Rule 904 of Regulation S ("Regulation S") under the U.S. Securities Act, and in compliance with all local laws and regulations, and the undersigned has delivered or caused to be delivered an opinion of counsel of recognized standing in form and substance satisfactory to the Corporation and the transfer agent to the effect that such sale is being made in compliance with Rule 904 of Regulation S and in accordance will all local laws and regulations.
"United States" and "U.S. person" are as defined in Regulation S under the U.S. Securities Act.
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DATED this _______ day of ___________________, 20___.
Signature of Transferor guaranteed by:
Medallion Signature Guarantee Stamp of Transferor
Signature of Transferor
(print name of Transferor)
Authorized Officer
(if applicable, print name of signatory and office)
Name of Institution
Address of Transferor
INSTRUCTIONS FOR TRANSFER:
1. The signature of the Holder must be the signature of the person appearing on the face of this Warrant Certificate in every particular without any changes whatsoever.
2. If the Transfer Form is signed on behalf of a corporation, partnership, association, or by an agent, trustee, executor, administrator, curator, guardian, attorney or any person acting in a judicial or representative capacity, the certificate must be accompanied by evidence of authority to sign satisfactory to the Corporation.
3. The signature on the Transfer Form must be guaranteed by one of the following methods:
In Canada and the US: a Medallion Guarantee obtained from a member of an acceptable Medallion Guarantee Program (STAMP,SEMP or MSP). Many banks, credit unions and broker dealers are members of a Medallion Guarantee Program. The guarantor must affix a stamp in the space above bearing the actual words "Medallion Guaranteed".
In Canada: a Signature Guarantee obtained from a major Canadian Schedule I bank that is not a member of a Medallion Guarantee Program. The guarantor must affix a stamp in the space above bearing the actual words "Signature Guaranteed".
Outside Canada and the US: Holders must obtain a guarantee from a local financial institution that has a corresponding affiliate in Canada or the US that is a member of an acceptable Medallion Guarantee Program. The corresponding affiliate must overguarantee the guarantee provided by the local financial institution.
4. Warrants shall only be transferable in accordance with all applicable laws.
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TRANSFEREE ACKNOWLEDGMENT
The undersigned transferee (the "Transferee") acknowledges and agrees that the Warrants may not be offered, sold, pledged or otherwise transferred in the absence of: (a) an effective registration statement under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and the applicable laws of any such state, relating thereto; or (b) an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. Each Warrant Certificate, and each certificate representing Common Shares issuable upon exercise thereof, shall contain legends on the face thereof, in the appropriate form, setting forth the restrictions on transfer referred to in the Warrant Certificate, unless in the opinion of counsel for the holder thereof (which is in form and substance satisfactory to the Corporation and its transfer agent), the securities represented thereby are not, at such time, required by law to bear such legend, or in the case of the Common Shares, are transferred pursuant to an effective registration statement under the U.S. Securities Act and the applicable state securities laws. The holder acknowledges and agrees that the Warrants represented by this Warrant Certificate, and the Common Shares issuable upon exercise thereof, constitute "restricted securities" under the U.S. Securities Act.
If the Transferee acquires the Warrants pursuant to a resale transaction pursuant to Rule 904 of Regulation S under the U.S. Securities Act, then the Transferee acknowledges that the Warrants still continue to be deemed restricted securities and will continue to bear restrictive legends.
Any certificate issued at any time in exchange or substitution for any certificate bearing restrictive legends shall also bear such legends unless in the opinion of counsel for the holder thereof (which is in form and substance satisfactory to the Corporation and its transfer agent), the securities represented thereby are not, at such time, required by law to bear such legends.
The Transferee acknowledges that it shall notify the Corporation prior to any exercise or deemed exercise of the Warrants if the representations, warranties and certifications contained in the Form of Transfer are no longer true and correct.
Dated the ___ day of ________________, 20___.
In the presence of:
(Signature of Transferee)
(Witness)
(Name of Transferee - Please print)
(Name of Witness - Please print)
(Name and Capacity of Authorized Representative - please print)
The Warrants and the Common Shares issuable upon exercise of the Warrants shall only be transferable in accordance with all applicable laws. The Warrants may only be exercised in the manner required by the Warrant Certificate and the subscription form attached thereto. Any securities acquired pursuant to this exercise of Warrants shall be subject to applicable hold periods and any certificate representing such securities may bear restrictive legends.
__________
EX-10.1 — EXHIBIT 10.1
EX-10.1
Filename: exhibit10-1.htm · Sequence: 3
Conexeu Sciences Inc.: Exhibit 10.1 - Filed by newsfilecorp.com
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE ISSUER TREATS AS PRIVATE OR CONFIDENTIAL
THE SECURITIES OFFERED HEREBY AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"), OR ANY STATE SECURITIES LAWS, AND ARE PROPOSED TO BE ISSUED IN RELIANCE UPON AN EXEMPTION OR EXCLUSION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT TO THE ISSUER, IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR IN A TRANSACTIONS THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS.
CONEXEU SCIENCES INC.
INDUCEMENT WARRANT SUBSCRIPTION AGREEMENT
(the "Agreement" or "Subscription Agreement")
INSTRUCTIONS
All Purchasers:
1. Please complete the required personal information on page 2 and Appendix I of the Agreement.
2. If you are a resident of Canada, and are an "accredited investor", please complete and sign the Representation Letter for Accredited Investors - Schedule "A", including Appendix A attached to Schedule "A", and, if applicable, Appendix B attached to Schedule "A", and, if applicable, Appendix C attached to Schedule "A".
3. If you have received this Subscription Agreement in the United States, executed or delivered this Subscription Agreement while in the United States, or are a U.S. Person (as defined in Regulation S under the U.S. Securities Act of 1933, as amended) or subscribing for, the account or benefit of a U.S. Person or a person in the United States, please complete and sign the U.S. Accredited Investor Certificate - Schedule "B".
4. If you are a resident of a jurisdiction outside of Canada and the United States of America, please complete and sign the International Jurisdiction Acknowledgment and Certificate - Schedule "C".
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5. If you are making payment by way of wire transfer to the Issuer's counsel, McMillan LLP, you and any third party payor, if applicable, will need to sign the acknowledgement at the end of Schedule "D".
Payment of the Old Warrant Exercise Proceeds along with payment for your new warrants shall be made to the Issuer's counsel, McMillan LLP in accordance with the wire instructions below and in accordance with the terms and conditions of the Acknowledgement of the Purchaser and any third party payor, if applicable contained in Schedule "D" attached hereto.
Please return the completed Subscription Agreement, and Schedules "A", "B" or "C", and "D", as applicable, along with any necessary Appendices to Schedules "A", together with the payment and Old Warrant's Subscription Form (exercise notice) to: steve@conexeu.com
PAYMENT INSTRUCTIONS
Payment for the subscription funds for the private placement (the "Offering") may be paid to McMillan LLP in trust for Conexeu Sciences Inc. (the "Issuer") by wire transfer to the following account:
For all incoming wires that are being send in US funds:
Bank Name: [****]
Bank Address: [****]
Bank No. [****]
Transit No. [****]
Account No. [****]
Swift Code: [****]
Account Name: McMillan LLP, In Trust
Address: 1500 Royal Centre, 1055 West Georgia Street, Vancouver, BC V6E 4N7
Correspondent (Intermediary) Bank: [****]
Swift Code: [****]
Fedwire ABA#: [****]
Please include the following details for all wire transfers:
[****] / DMB / [Purchaser's Name]
Investors that are not able to make payment by wire transfer may make payment by certified cheque or bank draft payable to "McMillan LLP in Trust" and delivered to: Conexeu Sciences Inc. c/o McMillan LLP, 1500-1055 West Georgia Street, Vancouver, British Columbia V6E 4N7 Attn: Desmond Balakrishnan. Please note that there is a 20 business day hold on any certified cheque or bank draft drawn on a U.S. bank or financial institution outside of Canada.
WE ARE NOT ABLE TO ACCEPT PAYMENT BY PERSONAL CHEQUE. UNDER NO CIRCUMSTANCE SHOULD YOU DIRECTLY DEPOSIT A CHEQUE INTO OUR TRUST ACCOUNTS. IT WILL BE REJECTED.
INDUCEMENT WARRANT SUBSCRIPTION AGREEMENT
THIS AGREEMENT dated for reference _____________ __, 202__.
BETWEEN:
______________________________________________________
(Print Name of Purchaser)
______________________________________________________
(Address)
(the "Purchaser");
AND:
CONEXEU SCIENCES INC. having and address for notice and delivery c/o Suite 880, 50 West Liberty Street, Reno, Nevada 89501, U.S.A.
(the "Issuer").
WHEREAS the Purchaser has agreed to purchase, and the Issuer has agreed to sell the number of Warrants (as that term is defined in Appendix II) and at the subscription price as set forth in Appendix I below;
1. The Purchaser hereby acknowledges that the Issuer is proceeding with a private placement to other persons besides the Purchaser and tenders to the Issuer this subscription offer which, upon acceptance by the Issuer, will constitute an agreement of the Purchaser to subscribe for, take up, purchase and pay for and, on the part of the Issuer, to issue and sell to the Purchaser the number of Warrants set out in the attached Appendix I, on the terms and subject to the conditions set out in this Subscription Agreement of which the Appendices form a part.
2. Upon payment for the Warrants by the Purchaser, and execution of this Subscription Agreement by the Purchaser and by the Issuer, the Purchaser and the Issuer hereby irrevocably agree to be bound by the terms and conditions set forth in Appendices I and II to this Subscription Agreement with respect to the Warrants.
EXECUTED by the Purchaser, this _______ day of ________________, 202__.
___________________________________________
Signature of Purchaser or Authorized Signatory
___________________________________________
Name of Purchaser (Please Print)
ACCEPTED by the Issuer this _____ day of _______________________, 202__.
CONEXEU SCIENCES INC.
Per:________________________________________
Authorized Signatory
APPENDIX I
TO THE INDUCEMENT WARRANT SUBSCRIPTION AGREEMENT
(MUST BE COMPLETED BY THE PURCHASER)
A. Number of Warrants: The total number of Warrants subscribed for under this Subscription Agreement, which will be equal to one hundred percent of the number of Old Warrants being exercised by the Purchaser pursuant to the Early Warrant Exercise Program, is as follows:
Warrants
B. Amount of Subscription Consideration: The total Old Warrant Exercise Proceeds for the Old Warrants, at an exercise price of US$2.30 per Old Warrant, plus US$0.001 per Warrant, is as follows:
$ ______________________
C. Name, Address, Phone No. and email of Purchaser: The name, address, phone no., and email address of the Purchaser (for regulatory filings and renunciation purposes) are as follows:
Name: ____________________________________________________
Address: ____________________________________________________
____________________________________________________
Phone: ____________________________________________________
E-mail: ____________________________________________________
Contact: ____________________________________________________
(To be completed by Purchasers who are not individuals)
SSN or Tax ID: _______________________________________________
D. Registration Instructions: The name(s) and address(es) of the person(s) in whose name(s) the Purchaser's Warrants are to be registered, if other than as set forth in paragraph C above, are as follows :
Name: ____________________________________________________
Address: ____________________________________________________
____________________________________________________
E. Delivery Instructions: The name and address of the person to whom the certificates representing the Purchaser's Warrants referred to in paragraph A above are to be delivered, if other than as set forth in paragraph C above, is as follows:
Name: ____________________________________________________
Address: ____________________________________________________
____________________________________________________
Phone: ____________________________________________________
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F. Particulars of the Purchaser (for Canadian Purchaser's only):
Insider Status
Registrant Status
The Purchaser either [CHECK APPROPRIATE ITEM]
The Purchaser either [CHECK APPROPRIATE ITEM]:
is an "Insider" of the Issuer as defined in the Securities Act (British Columbia). More specifically, "Insider" means:
is a Registrant who is a person registered or required to be registered under the Securities Act (British Columbia); or
(a)
every director or officer of the Issuer;
is not a Registrant.
(b)
every director or officer of a person that is itself an insider or subsidiary of the Issuer;
(c)
any person that has:
(i) direct or indirect beneficial ownership of,
(ii) control or direction over; or
(iii) a combination of direct or indirect beneficial ownership of and of control or direction over,
securities of the Issuer carrying more than 10% of the voting rights attached to all the Issuer's outstanding voting securities, excluding, for the purposes of the calculation of the percentage held, any securities held by the person as underwriter in the course of a distribution, or
(d)
the Issuer itself, if it has purchased, redeemed or otherwise acquired any securities of its own issue, for so long as it continues to hold those securities; or
is not an Insider of the Issuer.
END OF APPENDIX I
APPENDIX II
TO THE WARRANT SUBSCRIPTION AGREEMENT
1. Definitions
1.1 In this Subscription Agreement, including any schedules forming a part of this Subscription Agreement:
(a) "Accredited Investor" means a high net worth or high-income person, specifically defined in NI 45-106 and/or Rule 501(a) of Regulation D, as applicable, on the relevant attachments hereto;
(b) "Agreement" means this agreement between the Issuer and the Purchaser, as may be amended from time to time, pursuant to which they irrevocably agreed to be bound by the terms and conditions set forth in this Appendix II and, for greater certainty, includes the Appendices I and II, and all schedules;
(c) "Applicable Securities Laws" mean the securities laws, rules, and regulations of the Qualifying Jurisdictions and any relevant International Jurisdiction, in force from time to time;
(d) "Closing" means the completion of the subscription on the Closing Date;
(e) "Closing Date" has the meaning given to that term in section 12.3;
(f) "distribution" has the meaning given to that term under Applicable Securities Laws;
(g) "Early Warrant Exercise Program" means the early warrant exercise program conducted by the Issuer pursuant to which holders of Old Warrants issued by the Issuer were offered one Warrant for each Old Warrant at an exercise price of US$3.00 per each Warrant in consideration for the early exercise of the Old Warrants;
(h) "Exemptions" means the exemptions from the registration and prospectus or equivalent requirements under Applicable Securities Laws;
(i) "International Jurisdiction" means a country other than Canada or the United States of America;
(j) "Old Warrants" means the share purchase warrants issued by the Issuer to the Purchaser between February 11, 2026 and June 18, 2026 having an exercise price of US$2.30;
(k) "Old Warrant Exercise Proceeds" means the proceeds payable by the Purchaser to the Issuer to exercise the Old Warrants;
(l) "material fact" has the meaning given to that term under Applicable Securities Laws;
(m) "NI 45-106" means National Instrument 45-106 - Prospectus Exemptions, in the form adopted by the securities commissions in all provinces and territories of Canada (a copy is available online at www.bcsc.bc.ca);
(n) "Private Placement" means the offering and sale of the Warrants pursuant to the terms and conditions of the Subscription Agreement;
(o) "Purchaser" means a person that subscribes for and purchases Warrants under the Private Placement;
(p) "Purchaser's Subscription Consideration" means the Purchaser's agreement to exercise the Old Warrants pursuant to the terms of the Early Warrant Exercise Program, including the Warrant subscription price of US$0.001 per each Warrant;
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(q) "Qualifying Jurisdictions" unless otherwise expressly limited herein means Canada and all of its territories, the United States of America and all of its territories and possessions, and any other International Jurisdiction where the Warrants may be lawfully sold;
(r) "Regulation D" means Regulation D under the U.S. Securities Act;
(s) "Regulation S" means Regulation S under the U.S. Securities Act;
(t) "Securities" means the Warrants and Warrant Shares;
(u) "Securities Commissions" means, collectively, the applicable securities commission or other securities regulatory authority in the Qualifying Jurisdictions;
(v) "Shares" means the shares of common stock, par value $0.001, in the capital of the Issuer;
(w) "Subscription Agreement" means this subscription agreement entered into between the Purchaser of Warrants and the Issuer in respect of the purchase and sale of Warrants and includes all appendices and schedules attached to the Subscription Agreement as it may be amended or supplemented from time to time;
(x) "U.S. Person" means a U.S. Person as defined in Rule 902(k) of Regulation S under the U.S. Securities Act. Without limiting the foregoing, but for greater clarity in this Subscription Agreement, a U.S. Person includes, subject to the exclusions set forth in Regulation S: (a) any natural person resident in the United States; (b) any partnership, limited liability company or corporation organized or incorporated under the laws of the United States; (c) any estate or trust of which any executor, administrator or trustee is a U.S. Person; (d) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and (e) any partnership or corporation organized or incorporated under the laws of any non-U.S. jurisdiction which is formed by a U.S. Person principally for the purpose of investing in securities not registered under the U.S. Securities Act, unless it is organized or incorporated, and owned, by U.S. Accredited Investors who are not natural persons, estates or trusts;
(y) "U.S. Purchaser" is (a) any U.S. Person as defined in Regulation S, (b) any person purchasing the Shares on behalf of any U.S. Person or any person in the United States, (c) any person who receives or received an offer of the Shares while in the United States or (d) any person who is or was in the United States at the time the Investor's buy order was made or this Agreement was executed or delivered (provided that any discretionary or similar account excluded from the definition of U.S. Person pursuant to Rule 902(k)(2)(i) of Regulation S under the U.S. Securities Act shall not be considered a U.S. Purchaser);
(z) "U.S. Securities Act" means the Securities Act of 1933, as amended, of the United States of America;
(aa) "United States" means the United States of America, its territories and possessions, any State of the United States and the District of Columbia;
(bb) "Warrants" means the number of Warrants subscribed for by the Purchaser under this Subscription Agreement as specified in paragraph A of Appendix I hereto; and
(cc) "Warrant Shares" means, collectively, the common share in the capital of the Issuer acquired by the Purchaser pursuant to the exercise of a Warrant, in accordance with their terms, at an exercise price of US$3.00.
2. Subscription Procedure
2.1 On or before the Closing Date, the Purchaser shall deliver to the Issuer via email to steve@conexeu.com the following documents:
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(a) Evidence of payment by wire transfer or otherwise, of an amount equal to the exercise price of the Old Warrants held by the Purchaser, together with a completed Subscription Form in the form attached to the Old Warrants, plus US$0.001 per Warrant to be issued to the Purchaser, to the Issuer's counsel, McMillan LLP in accordance with the payment instructions set out on page 2 and in accordance with the terms and conditions of the Acknowledgement of the Purchaser and any third party payor, if applicable, set out in Schedule "D";
(b) a completed and executed copy of this Subscription Agreement;
(c) if the Purchaser is a Canadian resident, the Purchaser is an "accredited investor" as defined under Applicable Securities Laws in Canada, then the Purchaser must complete the Representation Letter for Accredited Investors - Schedule "A", including Appendix A attached to Schedule "A", and, if applicable, Appendix B to Schedule "A", and, if applicable, Appendix C to Schedule "A";
(d) if the Purchaser received this Subscription Agreement in the United States, executed or delivered this Subscription Agreement while in the United States, or is a U.S. Person (as defined in Regulation S under the U.S. Securities Act) or subscribing for, the account or benefit of a U.S. Person or a person in the United States, then the Purchaser represents and warrants to the Issuer that the Purchaser is qualified to purchase the Shares under the U.S. Securities Act pursuant to an exemption from registration requirements as a private placement to an "accredited investor", and in such case the Purchaser has completed the U.S. Accredited Investor Certificate attached Schedule "B" hereto;
(e) if the Purchaser is a resident outside of Canada and the United States of America, then the Purchaser represents and warrants to the Issuer that the Purchaser is qualified to purchase the Warrants under the securities laws of its jurisdiction, and in such case has completed the International Jurisdiction Acknowledgment and Certificate attached as Schedule "C".
2.2 Within five business days of Closing, the Issuer will, subject to section 2.4, issue and sell the Warrants to the Purchaser and cause to be issued and delivered definitive certificates representing the Warrants registered in the name of the Purchaser (or in the other name or names set forth in paragraph D of Appendix I hereto) in accordance with the Purchaser's instructions in paragraph E of Appendix I hereto.
2.3 The Issuer will have the right to accept this offer (in whole or in part) at any time at or prior to the Closing Date. All funds received by the Issuer prior to the closing of the financing will be available for corporate purposes and converted to equity upon Closing. The Issuer's acceptance of this offer will be conditional upon, among other things, the sale of the Warrants to the Purchaser being exempt from any prospectus filing requirements of all Applicable Securities Laws. The Issuer will be deemed to have accepted this offer upon the delivery at the Closing of Shares for the exercise of the Old Warrants and deliver of the Warrant certificates representing the Warrants referred to in section 2.2.
2.4 The Purchaser will, promptly upon request by the Issuer, provide the Issuer with any additional information and execute and deliver to the Issuer additional certificates, questionnaires and other documents as the Issuer may request in connection with the issue and sale of the Warrants. The Purchaser acknowledges and agrees that such certificates, questionnaires and other documents, when executed and delivered by the Purchaser, will form part of and will be incorporated into this Subscription Agreement with the same effect as if each constituted a representation and warranty or covenant of the Purchaser hereunder in favour of the Issuer. The Purchaser consents to the filing of such certificates, questionnaires and other documents as may be required to be filed with any securities regulatory authority in connection with the transactions contemplated under the Subscription Agreement.
3. Terms of Warrants
3.1 The Warrants will have a term of twenty-four (24) months commencing from the Closing Date (the "Term"), each Warrant will entitle the Purchaser to purchase one (1) additional Share in the capital of the Issuer at an exercise price of US$3.00 per share during the Term of the Warrants.
3.2 The terms and conditions which govern the Warrants will be set forth in the certificates representing the Warrants, and will contain, among other things, provisions for the appropriate adjustment in the class, number and price of the Shares to be issued on the exercise of the Warrants upon the occurrence of certain events including any subdivision, consolidation, or reclassification of the Shares or the amalgamation of the Issuer or the payment of stock dividends. The issue of the Warrants will not restrict or prevent the Issuer from obtaining any other financing, nor from issuing additional securities or rights during the period of the Term of the Warrants.
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3.3 [Notwithstanding anything to the contrary contained herein, the Warrants shall not be exercisable by the Purchaser, and the Issuer shall not effect any exercise of Warrants, to the extent (but only to the extent) that, after giving effect to such exercise, the Purchaser, together with any "affiliate" of the Purchaser (as such term is defined in Rule 405 under the U.S. Securities Act) and any person or entity acting jointly or in concert with the Purchaser (the "Joint Actors") would in the aggregate beneficially own in excess of 9.99% (the "Maximum Percentage") of the issued and outstanding shares of common stock of the Issuer after such exercise. To the extent the above limitation applies, the determination of whether the Warrants shall be exercisable (vis-à-vis other convertible, exercisable or exchangeable securities owned by the Purchaser or any of its affiliates) and of which such securities shall be convertible, exercisable or exchangeable (as among all such securities owned by the Purchaser, together with its Joint Actors) shall, subject to the Maximum Percentage limitation, be determined on the basis of the first submission to the Issuer for conversion, exercise or exchange (as the case may be). No prior inability to exercise the Warrant or to issue Warrant Shares shall have any effect on the applicability of the provisions of this Section 3.3 with respect to any subsequent determination of exercisability. For purposes of this Section 3.3, beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be determined in accordance with Section 13(d) of the United States Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations promulgated thereunder. The provisions of this Section 3.3 shall only be implemented in a manner otherwise than in strict conformity with the terms of this Section 3.3 to correct this Section 3.3 (or any portion hereof) which may be defective or inconsistent with the intended Maximum Percentage limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to the Maximum Percentage limitation. The limitations contained in this Section 3.3 shall apply to a successor holder of the Warrants.
Or
The Issuer shall not effect any exercise of the Warrants, and the Purchaser shall not have the right to exercise any portion of the Warrants, to the extent that after giving effect to such exercise, the Purchaser together with any "affiliate" of the Purchaser (as such term is defined in Rule 405 under the U.S. Securities Act) and any person or entity acting jointly or in concert with the Purchaser (the "Joint Actors") would beneficially own in excess 4.99% of the number of Shares outstanding immediately after giving effect to such exercise (the "Beneficial Ownership Limitation").
For purposes of this Section 3.3, beneficial ownership shall be calculated in accordance with Section 13(d) of the United States Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations promulgated thereunder, provided that the number of Shares beneficially owned by the Purchaser and its Joint Actors shall include the Shares issuable upon exercise of the Warrants with respect to which such determination is being made, but shall exclude Shares issuable upon exercise or conversion of any other securities of the Issuer subject to a similar beneficial ownership limitation, in each case beneficially owned by the Purchaser or any of its Joint Actors.
In determining the number of outstanding Shares, the Purchaser may rely on the number reflected in (A) the Issuer's most recent periodic or annual report filed with the Securities and Exchange Commission, (B) a more recent public announcement by the Issuer, or (C) a more recent written notice from the Issuer or its transfer agent. The number of outstanding Shares shall be determined after giving effect to conversions or exercises of the Issuer's securities by the Purchaser or its Joint Actors since the date of such report, announcement, or notice.
The Purchaser may, upon written notice to the Issuer, increase the Beneficial Ownership Limitation, provided that it shall not exceed 9.99% at any time, or alternatively waive the Beneficial Ownership Limitation in its entirety, upon not less than 61 days' prior written notice to the Issuer, and such increase or waiver shall become effective on the 61st day following delivery of such notice. Following any such waiver, the Beneficial Ownership Limitation shall be of no further force or effect with respect to the Purchaser. The limitations of this Section 3.3 shall apply to any successor holder of the Warrants.]
3.4 Since the Issuer's recent US$3.00 Unit/Special Warrant Offering involves the issuance of a maximum of 1,666,667 Shares as well as a maximum of 1,666,667 Shares underlying the share purchase warrants forming part of the US$3.00 Unit/Special Warrant Offering, and together with the 4,762,780 shares of common stock of the Issuer potentially issuable under the Warrants that could be issued under the Early Warrant Exercise Program, would be aggregated under the Nasdaq Listing Rules, such would result in the potential issuance of up to 8,096,114 Shares of the Issuer. This would result in 20% or more of the outstanding Shares of the Issuer as of the date of the consent resolutions of the Board of Directors of the Company authorizing the US$3.00 Unit/Special Warrant Offering, which the outstanding Shares of the Issuer immediately prior to the US$3.00 Unit/Special Warrant Offering is 29,498,365 Shares. Therefore, the Issuer must place a "share cap" on the number of Shares that could be issued pursuant to the exercise of the Warrants at 2,563,389 Shares of the Issuer underlying the Warrants (the "Exchange Share Cap") so the total number of Shares issuable pursuant to the US$3.00 Unit/Special Warrant Offering together with the Exchange Share Cap for the Warrants is not 20% or more of the Shares of the Company outstanding before the US$3.00 Unit/Warrant Offering and Early Warrant Exercise Program until the Issuer receives stockholder approval at an annual and/or special meeting of stockholders of the Issuer providing for the issuance of 20% or more of its outstanding Shares (the "Exchange Cap Stockholder Approval"). The Exchange Share Cap of 2,563,389 Shares of the Issuer upon the exercise of the Warrants will be on a first to exercise basis of the holders of the Warrants, until the Exchange Cap Stockholder Approval is obtained.
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4. Acknowledgements of ALL Purchasers
The Purchaser acknowledges and agrees, on his, her or its own behalf and (if applicable) on behalf of others for whom the Purchaser is contracting hereunder, that:
(a) the sale of the Warrants to the Purchaser, or (if applicable) to such others for whom the Purchaser is contracting hereunder is conditional upon:
(i) such sale being exempt from the prospectus filing requirements of all applicable securities legislation relating to such sale or upon the issuance of such rulings, orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus;
(ii) no agency, governmental authority, regulatory body, stock exchange or other entity having made any finding or determination as to the merit for investment of, nor have any such agencies or governmental authorities made any recommendation or endorsement with respect to the Warrants or the underlying Warrant Shares;
(iii) the Purchaser having not received, nor requested, any prospectus, sales or advertising literature, offering memorandum or any other document describing the business and affairs of the Issuer, which has been prepared for delivery to, and review by, prospective purchasers in order to assist them in making an investment decision in respect of the Warrants, and the Purchaser not having become aware of any advertisement in printed public media, radio, television or telecommunications, including electronic display such as the internet, with respect to the distribution of the Securities;
(iv) no prospectus or registration statement having been filed by the Issuer with a Securities Commission or other securities regulatory authority in any province of Canada or any other jurisdiction in connection with the issuance of the Warrants and such issuances are exempt from the prospectus or registration requirements otherwise applicable under the provisions of Canadian and United States securities laws and, as a result, in connection with the purchase of Warrants hereunder:
(A) the Purchaser, and (if applicable) others for whom the Purchaser is contracting hereunder, are restricted from using most of the civil remedies available under Applicable Securities Laws;
(B) the Purchaser, and (if applicable) others for whom the Purchaser is contracting hereunder, will not receive information that would otherwise be required to be provided to the Purchaser under Applicable Securities Laws or contained in a prospectus prepared in accordance with Applicable Securities Laws; and
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(C) the Issuer is relieved from certain obligations that would otherwise apply under such Applicable Securities Laws;
(v) the Warrants issued to Canadian Purchasers will be issued pursuant to a prospectus exemption under National Instrument 45-106 - Prospectus Exemptions in all provinces and territories of Canada, and similar exemptions under other Applicable Securities Laws, as determined by the Issuer, on a private placement or equivalent basis in accordance with applicable laws; provided, however, that such laws permit offers and sales of the Warrants on a private placement basis and without any obligation on the part of the Issuer to prepare or file any registration statement, prospectus or other disclosure document and without triggering any disclosure obligations or submission to the jurisdiction on the part of the Issuer;
(vi) (1) if the Purchaser is a Canadian resident, then the Purchaser acknowledges and understands that the certificates representing the Warrants, and the certificates representing the Warrant Shares will bear a legend in substantially the following form:
"UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT THE DATE THAT IS FOUR MONTHS AND A DAY FROM THE DISTRIBUTION DATE].";
(2) if the Purchaser is a U.S. Purchaser, then the Purchaser acknowledges and understands that the certificates representing the Warrants, and the certificates representing the Warrant Shares will bear the legend in substantially the following form:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE [for warrants add: AND THE SECURITIES ISSUABLE HEREUNDER] HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT") OR APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN EXEMPTION OR EXCLUSION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS."
(3) if the Purchaser is outside of the United States and is not a U.S. Purchaser, then the Purchaser acknowledges and understands that the certificates representing the Warrants, and the certificates representing the Warrant Shares will bear the legend in substantially the following form:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE [for warrants add: AND THE SECURITIES ISSUABLE HEREUNDER] HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT") OR APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN EXEMPTION OR EXCLUSION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SECURITIES REPRESENTED BY THE CERTIFICATE CANNOT BE THE SUBJECT OF HEDGING TRANSACTIONS UNLESS SUCH TRANSACTIONS ARE CONDUCTED IN COMPLIANCE WITH THE U.S. SECURITIES ACT."
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provided, however, in either (2) or (3) above, if any Securities are being sold, the legend may be removed by delivery to the registrar and transfer agent and the Company of an opinion of counsel, of recognized standing reasonably satisfactory to the Company, that such legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws.
(4) the Purchaser acknowledges and understands that in addition to the legends set forth above, the certificates representing the Warrants will also bear a legend in substantially the following form:
"THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON OR A PERSON IN THE UNITED STATES UNLESS THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT.";
(b) The Securities have not been registered under the U.S. Securities Act, or any state securities laws and accordingly, the Securities are "restricted securities" within the meaning of Rule 144(a)(3) of the U.S. Securities Act;
(c) the Purchaser's ability to transfer the Securities is limited by, among other things, the Applicable Securities Laws. The Securities will be subject to statutory resale restrictions under the Applicable Securities Laws, and the Purchaser covenants that it will not resell the Securities except in compliance with such laws and the Purchaser acknowledges that it is solely responsible (and the Issuer is not in any way responsible) for such compliance.
(d) The Purchaser acknowledges that the Securities have not been registered under the U.S. Securities Act. The Purchaser agrees to resell the Securities only in accordance with the provisions of Applicable Securities Laws pursuant to a registration statement under the U.S. Securities Act, or pursuant to an available exemption from such registration (in particular the provisions of Regulation S or Rule 144, as applicable), and, if the Purchaser is not a U.S. Purchaser, that hedging transactions involving the Securities may not be conducted unless in compliance with the U.S. Securities Act. The Purchaser understands that any certificate representing the Securities will bear legends setting forth the foregoing restrictions in (a)(vi) above. The Purchaser understands that the Securities are "restricted securities" within the meaning of Rule 144 promulgated under the U.S. Securities Act, that the exemption from registration under Rule 144 will not be available in any event for one year from the Closing Date for the Securities, unless the Issuer becomes subject to the reporting obligations under Section 13 or 15(d) of the Unites States Securities Exchange Act of 1934, as amended, and other terms and conditions of Rule 144 are complied with, including those of Rule 144(i) if the Issuer becomes or is deemed to have previously been a former "shell company" as such term is defined under Rule 405 under the U.S. Securities Act.
(e) The Purchaser further acknowledges and understands that the Purchaser agrees that the Purchaser shall in no event make any disposition of all or any portion of the Securities which the Purchaser is acquiring hereunder unless and until:
(i) there is then in effect a "Registration Statement" under the U.S. Securities Act covering such proposed disposition and such disposition is made in accordance with said Registration Statement; or
(ii) (A) the Purchaser shall have notified the Issuer of the proposed disposition and shall have furnished the Issuer with a detailed statement of the circumstances surrounding the proposed disposition, (B) the Purchaser shall have furnished the Issuer with an opinion of the Purchaser's own counsel to the effect that such disposition will not require registration of any such Securities under the U.S. Securities Act, and (C) such opinion of the Purchaser's counsel shall have been concurred in by counsel for the Issuer and the Issuer shall have advised the Purchaser of such concurrence;
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(f) the Purchaser consents to the Issuer making a notation on its records and/or giving instruction to the registrar and transfer agent of the Issuer in order to implement the restrictions on transfer set forth and described herein;
(g) all costs and expenses incurred by the Purchaser and each beneficial purchaser, if any, for whom the Purchaser is contracting hereunder, (including any fees and disbursements of legal counsel retained by the Purchaser or any beneficial purchaser) relating to the purchase of the Purchaser's Warrants will be borne solely by the Purchaser or the beneficial purchaser;
(h) the Purchaser, on his or her own behalf and (if applicable) on behalf of others for whom the Purchaser is contracting hereunder, agree to provide the Issuer with such information and documents, including certificates, statutory declarations and undertakings, as they may reasonably require from time to time to comply with any filing or other requirements under Applicable Securities Laws;
(i) the Purchaser is solely responsible for obtaining such tax, investment, legal and other professional advice as it considers appropriate in connection with the offer, sale and issuance of the Purchaser's Securities, the execution, delivery and performance by it of this Subscription Agreement, applicable tax considerations and the applicable hold periods and resale restrictions imposed in respect of the Purchaser's Securities by applicable securities legislation and regulatory policies, and confirms that it (and any Disclosed Principal, if applicable) is not relying on the Issuer and its affiliates or counsel to any of them in this regard. The Purchaser is solely responsible for compliance with applicable resale restrictions and applicable tax legislation;
(j) the Purchaser, and each beneficial purchaser, if any, for whom the Purchaser is contracting hereunder, has had the opportunity to review this Subscription Agreement and the Schedules attached hereto and the transactions contemplated by this Subscription Agreement and fully understands the same;
(k) the Purchaser, and each beneficial purchaser, if any, for whom the Purchaser is contracting hereunder, has had the opportunity to ask questions and receive answers concerning the terms and conditions of the Private Placement and it has had access to such information concerning the Issuer as it has considered necessary or appropriate in connection with its investment decision to acquire the Warrants;
(l) the Purchaser understands and agrees that there may be material tax consequences to the Purchaser of an acquisition or disposition of the Securities. The Issuer gives no opinion and makes no representation with respect to the tax consequences to the Purchaser under United States, state, local or foreign tax law of the undersigned's acquisition or disposition of such securities; and
(m) the Purchaser agrees to indemnify and hold harmless the Issuer and its officers, directors, employees and agents from and against any and all costs, liabilities and expenses, including attorneys' fees, arising out of or related in any way to any breach of any confirmation, representation, warranty or undertaking of the Purchaser contained in this Subscription Agreement;
5. Representations, Warranties, Covenants and Acknowledgements of Purchasers who are U.S. Persons or who are in the United States
The Purchaser, which is a U.S. Person, or is not a U.S. Person but was offered the Warrants, or executed or delivered this Subscription Agreement, in the United States, or is purchasing the Warrants for the account or benefit of a U.S. Person or a person in the United States, or is otherwise subject to the securities laws of the United States, on its own behalf and, if applicable, on behalf of others for whom it is acting hereunder, hereby represents and warrants to, and covenants with, the Issuer as follows and acknowledges that the Issuer is relying on such representations and warranties and covenants in connection with the transactions contemplated herein:
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(a) that the Purchaser is a U.S. Accredited Investor and is acquiring the Warrants for its own account or for the account of another U.S. Accredited Investor over which the Purchaser exercises sole investment direction and not with a view to resale for distribution of the Warrants or underlying Warrant Shares in violation of United States securities laws; and the Purchaser certifies that it is a resident in the jurisdiction set out in paragraph C of Appendix I of this Subscription Agreement and that the investment decision with respect to the Warrants was made in such jurisdiction, and that such address was not created and is not used solely for the purpose of acquiring the Warrants and the Purchaser was solicited to purchase in such jurisdiction;
(b) that, in the event that the Purchaser requests that the certificates or book entry statements representing the Warrants be registered and/or delivered in the name of someone with an address in a state other than the state of its residence as set out in Appendix I of this Subscription Agreement, it has done so only for safekeeping or as a bare trusteeship with respect to such certificate in accordance with its normal business practice;
(c) that the subscription for the Warrants has not been made through or as a result of any form of "directed selling efforts" (as such term is used in Regulation S under the U.S. Securities Act) or general solicitation or general advertising (as such terms are used in Rule 502(c) of Regulation D under the U.S. Securities Act), including by any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over radio, television or telecommunications, including electronic display and the Internet, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising;
(d) the Warrants may not be exercised by or on behalf of a U.S. Person or a person in the United States unless an exemption is available from the registration requirements of the U.S. Securities Act and the securities laws of all applicable states, and the holder has furnished an opinion of counsel satisfactory to the Issuer to such effect; provided, however, that, a holder that is an original Purchaser hereunder will not be required to deliver an opinion of counsel in connection with its due exercise of the Warrants, for its own account or for the account of the original beneficial purchaser, if any, at a time when such holder and such original beneficial purchaser thereof, if any, are U.S. Accredited Investors;
(e) that neither the Warrants nor the Warrant Shares have been registered under the U.S. Securities Act or any applicable state securities laws, the offer and sale are being made in reliance on a private placement exemption provided by Rule 506(b) of Regulation D under the U.S. Securities Act to investors who are U.S. Accredited Investors, and the Securities may be offered, sold, or otherwise transferred only: (A) to the Issuer; (B) pursuant to an effective registration statement under the U.S. Securities Act; (C) in accordance with Rule 144 under the U.S. Securities Act, if available, and in compliance with applicable state securities laws, as well as Canadian securities laws; (D) in accordance with the provisions of Regulation S, if available, and in compliance with applicable local laws and regulations; or (E) in a transaction that does not otherwise require registration under the U.S. Securities Act or any applicable state securities laws; and in the case of clauses (C) or (E), the Purchaser has prior to such sale furnished to the Issuer an opinion of counsel reasonably satisfactory to the Issuer, stating that such sale, transfer, assignment or hypothecation is exempt from the registration and prospectus delivery requirements of the U.S. Securities Act and any applicable state securities laws, or other evidence of exemption in form and substance reasonably satisfactory to the Issuer. The Purchaser understands that there is no assurance that any exemption from registration under the U.S. Securities Act will be available and that, even if available, such exemption may not allow the Purchaser to transfer all or any portion of the Securities under the circumstances, in the amounts or at the times that the Purchaser may propose;
(f) that the Purchaser understands that the Issuer may instruct its registrar and transfer agent not to record any transfer of the Securities without first being notified by the Issuer that it is satisfied that such transfer is exempt from, or not subject to, the registration requirements of, the U.S. Securities Act and applicable state securities laws; and
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(g) that the Purchaser understands and agrees that there may be material tax consequences to the Purchaser of an acquisition, disposition, exercise or conversion of any of the Warrants and the Warrant Shares, and that the Issuer gives no opinion and makes no representation with respect to the tax consequences to the Purchaser under United States, state, local or foreign tax law of the Purchaser's acquisition, holding or disposition of such securities, and the Purchaser acknowledges that it is solely responsible for determining the tax consequences of its investment.
6. Representations, Warranties, Covenants and Further Acknowledgement of ALL Purchasers
The Purchaser, on his, her or its own behalf and (if applicable) on behalf of others for whom the Purchaser is contracting hereunder, acknowledges, represents, warrants and covenants to and with the Issuer (and acknowledges that the Issuer is relying thereon) as follows:
(a) Jurisdiction of Residence - the Purchaser, on his or her own behalf and (if applicable) on behalf of others for whom the Purchaser is contracting hereunder, is resident or otherwise subject to the applicable securities legislation in the jurisdiction set out as the Purchaser's address in paragraph C of Appendix I of this Subscription Agreement, and the purchase by and sale to the Purchaser, and any such others, of the Warrants has occurred only in such jurisdiction;
(b) Prospectus Exempt Purchaser -
(i) Canadian Purchaser - Unless exempted by an order of the Securities Commission or similar regulatory authority of the province in which it resides, the Purchaser is an "accredited investor", as such term is defined in National Instrument 45-106 - Prospectus Exemptions and has concurrently executed and completed the Canadian Accredited Investor Representation Letter at Schedule "A" and Appendix A to Schedule "A" to this Subscription Agreement, along with Appendix B to Schedule "A" if applicable, and along with Appendix C to Schedule "A", if applicable;
(ii) United States Purchaser - If the Purchaser is a U.S. Person, or is not a U.S. Person but was offered the Warrants, or executed or delivered this Subscription Agreement, in the United States, or is purchasing the Warrants for the account or benefit of a U.S. Person or a person in the United States, or is otherwise subject to the securities laws of the United States, and both the Purchaser and the person for whose account or benefit the Purchaser is acting, if any, the Purchaser is a U.S. Accredited Investor and has concurrently executed and completed the U.S. Accredited Investor Certificate in the form of Schedule "B" hereto (by completing the relevant certificate and initialing the category that applies to the Purchaser (or others on whose behalf the Purchaser is contracting hereunder)); or
(iii) International Jurisdiction Purchaser - If the Purchaser is a resident an International Jurisdiction, the Purchaser is an "accredited investor", as such term is defined in National Instrument 45-106 - Prospectus Exemptions and has concurrently executed and completed the International Jurisdiction Acknowledgement and Certificate at Schedule "C" and, in addition to the other representations and warranties contained herein, the Purchaser represents and warrants that the subscription for the Warrants by the Purchaser is being made pursuant to exemptions under, and does not contravene any of the applicable securities legislation in that International Jurisdiction and does not give rise to any obligation of the Issuer to prepare and file a prospectus or similar document or to register the Securities, or to be registered with or to file any report or notice with any governmental or regulatory authority of any kind whatsoever in that International Jurisdiction;
(c) Due Execution and Delivery - the Purchaser, on his, her or its own behalf and (if applicable) on behalf of others for whom the Purchaser is contracting hereunder, is responsible for obtaining such legal advice as the Purchaser considers necessary in connection with the execution, delivery and performance by the Purchaser of this Subscription Agreement and the transactions contemplated herein and the Purchaser represents and warrants that such execution, delivery and performance will not contravene any applicable laws of the jurisdiction in which the Purchaser is resident;
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(d) Independent Tax Advice - the Purchaser, on his, her or its own behalf and (if applicable) on behalf of others for whom the Purchaser is contracting hereunder, is solely responsible for obtaining such advice concerning the tax consequences of the Purchaser's investment in the Warrants and the Purchaser is not relying on the Issuer for advice concerning such tax consequences;
(e) Agents Purchasing for Principal(s) - if the Purchaser is contracting hereunder as agent for one or more other purchasers: (i) each such other purchaser is purchasing as principal for its own account and not for the benefit of any other person; and (ii) each of such principals can, and does, make the representations, warranties and covenants set out in Schedule "A", Schedule "B", and/or Schedule "C", as applicable, to this Subscription Agreement as are applicable to such principal by virtue of its jurisdiction of residence or by virtue of being subject to the applicable securities legislation of such jurisdiction;
(f) Capacity - if the Purchaser, or any other purchaser for whom the Purchaser is contracting hereunder: (i) is an individual, the Purchaser, or such other purchaser as the case may be, has attained the age of majority and is legally competent to execute this Subscription Agreement and to perform all actions required pursuant hereto; or (ii) is a corporation, partnership, unincorporated association or other entity, the Purchaser, or such other purchaser, as the case may be, has the legal capacity and competence to enter into and be bound by this Subscription Agreement and the Purchaser further certifies that all necessary approvals of directors, shareholders or otherwise have been given and obtained;
(g) Authority - (i) if the Purchaser is contracting hereunder as agent for one or more other purchasers, the Purchaser is duly authorized to execute and deliver this Subscription Agreement and all other necessary documentation in connection with such subscription on behalf of each such principal and this Subscription Agreement has been duly authorized, executed and delivered by the Purchaser on behalf of each such principal; and (ii) the entering into of this Subscription Agreement and the completion of the transactions contemplated herein will not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of, the Purchaser or of any other purchaser for whom the Purchaser is contracting hereunder or of any agreement, written or oral, to which the Purchaser or any other purchaser for whom the Purchaser is contracting hereunder is a party or by which the Purchaser or such other purchasers are bound;
(h) Enforceability - this Subscription Agreement has been duly and validly authorized, executed and delivered by the Purchaser and, upon acceptance by the Issuer this Subscription Agreement will constitute a legal, valid and binding contract of the Purchaser, and (if applicable) the other purchasers for whom the Purchaser is contracting hereunder, enforceable against the Purchaser, and (if applicable) such other purchasers, in accordance with its terms;
(i) No Representation Re Resale, Refund, Future Price or Listing - no person has made any written or oral representation to the Purchaser:
(i) that any person will resell or repurchase the Securities;
(ii) that any person will refund the purchase price of the Securities; or
(iii) relating to the future price or value of the Securities;
(j) Investment Experience - the Purchaser, or (if applicable) all other purchasers for whom the Purchaser is contracting hereunder, have knowledge and experience with respect to investments of this type enabling the Purchaser, or (if applicable) such other purchasers, to evaluate the merits and risks thereof and the capacity to obtain competent independent business, legal and tax advice regarding this investment;
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(k) Subscription Funds - none of the funds the Purchaser is using to purchase the Warrants are, to the knowledge of the Purchaser, proceeds obtained or derived, directly or indirectly, as a result of illegal activities. The funds the Purchaser is using to purchase the Warrants which will be advanced by the Purchaser to the Issuer hereunder will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (for the purposes of this paragraph the "PCMLTFA") or the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (United States) (commonly referred to as the "USA PATRIOT Act") or similar legislation and the Purchaser acknowledges that the Issuer may in the future be required by law to disclose the name of the Purchaser and other information relating to this Subscription Agreement and the subscription hereunder, on a confidential basis, pursuant to the PCMLTFA, USA Patriot Act or similar legislation. To the best of the Purchaser's knowledge: (i) none of the subscription funds provided by the Purchaser: (1) have been or will be derived directly or indirectly from or related to any activity that is deemed criminal under the laws of Canada, the United States of America, or any other jurisdiction; or (2) are being tendered on behalf of a person or entity who has not been identified to the Issuer; and (ii) the Purchaser will promptly notify the Issuer if the Purchaser discovers that any of such representations cease to be true, and to provide the Issuer with appropriate information in connection therewith;
(l) Resale Restrictions - the Purchaser, and each beneficial purchaser, if any, for whom it is contracting hereunder, has been advised to consult their own legal advisors with respect to trading in the Securities and with respect to the resale restrictions imposed by the Applicable Securities Laws of the jurisdiction in which the Purchaser, or beneficial purchaser, if any, for whom it is contracting hereunder, resides and all other Applicable Securities Laws, and acknowledges that no representation has been made respecting the applicable hold periods imposed by the Applicable Securities Laws or other resale restrictions applicable to such securities which restrict the ability of the Purchaser, or beneficial purchaser, if any, for whom it is acting as trustee or agent, to resell such securities, that the Purchaser, or beneficial purchaser, if any, for whom it is contracting hereunder, is solely responsible to find out what these restrictions are and the Purchaser, or beneficial purchaser, if any, for whom it is contracting hereunder, is solely responsible (and the Issuer is not in any way responsible) for compliance with applicable resale restrictions and the Purchaser is aware that it (or any beneficial purchaser for whom it is contracting hereunder) may not be able to resell such securities except in accordance with limited exemptions under the Applicable Securities Laws. The certificates or book entry statements evidencing the Securities may bear legends denoting such restrictions;
(m) Investment Purposes - the Purchaser, and each beneficial purchaser, if any, for whom the Purchaser is contracting hereunder, is purchasing the Warrants for investment purposes only and not with a view to resale or distribution that would or may contravene the prospectus or other requirements of Applicable Securities Laws;
(n) Knowledge of Material Fact or Change - the Purchaser, and each beneficial purchaser, if any, for whom it is contracting hereunder, has no knowledge of a material fact or material change in respect of the affairs of the Issuer that has not been generally disclosed to the public;
(o) Purchaser is not a U.S. Purchaser - Unless the Purchaser completes the U.S. Accredited Investor Certificate included herein as Schedule "B" (in which case the Subscriber represents, warrants and covenants to the Issuer as to the accuracy of all matters set out therein) in connection with a purchase of the Securities made in reliance on Regulation D, the Purchaser represents and warrants that:
(i) the Warrants are not being acquired, directly or indirectly, for the account or benefit of a U.S. Person or a person in the United States and the Purchaser does not have any agreement or understanding (either written or oral) with any U.S. Person or a person in the United States respecting:
(A) the transfer or assignment of any rights or interests in any of the Securities;
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(B) the division of profits, losses, fees, commissions, or any financial stake in connection with this Subscription Agreement; or
(C) the voting of the Securities;
(ii) the Purchaser has no intention to distribute either directly or indirectly any of the Securities in the United States or to U.S. Persons;
(iii) it understands that the Issuer is the seller of the Warrants and that, for purposes of Regulation S, a "distributor" is any underwriter, dealer or other person who participates, pursuant to a contractual arrangement, in the distribution of securities offered or sold in reliance on Regulation S and that an "affiliate" is any partner, officer, director or any person directly or indirectly controlling, controlled by or under common control with any person in question; except as otherwise permitted by Regulation S, the Purchaser agrees that it will not, during a one-year distribution compliance period, act as a distributor, either directly or through any affiliate, or sell, transfer, hypothecate or otherwise convey the Securities other than to or for the account or benefit of a non-U.S. Person;
(iv) the Purchaser represents that the current structure of this transaction and all transactions and activities contemplated hereunder is not a scheme to avoid the registration requirements of the U.S. Securities Act;
(v) the Purchaser was outside the United States at the time of execution and delivery of this Subscription Agreement within the meaning of Regulation S;
(vi) no offers to sell the Securities were made by any person to the Purchaser while the Purchaser was in the United States;
(vii) the Purchaser will not engage in any directed selling efforts (as defined by Regulation S under the U.S. Securities Act) in the United States in respect of the Securities, which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of conditioning the market in the United States for the resale of the Securities;
(viii) the Purchaser represents that it is not a "distributor" within the meaning of such term in Regulation S under the U.S. Securities Act in respect of the Securities;
(ix) the Purchaser acknowledges and agrees to resell the Warrants and the Warrant Shares acquired upon exercise of the Warrants in accordance with their terms only in accordance with the provisions of Regulation S, pursuant to registration under the U.S. Securities Act and any applicable state securities laws, or pursuant to an available exemption from registration under the U.S. Securities Act and any applicable state securities laws, and the Purchaser agrees not to engage in hedging transactions with regard to such securities unless in compliance with the U.S. Securities Act;
(x) the Purchaser acknowledges and agrees that the Issuer will refuse to register any transfer of the Warrants or Warrant Shares not made in accordance with the Applicable Securities Laws; and
(xi) the Purchaser understands and acknowledges that if the Purchaser exercises the Warrants, it is required to give: (A) written certification that it is not a U.S. Person and the Warrant is not being exercised on behalf of a U.S. Person; or (B) a written opinion of counsel to the effect that the Warrant and the securities delivered upon exercise thereof have been registered under the U.S. Securities Act and any applicable state securities laws, or are exempt from registration under the U.S. Securities Act and any applicable state securities laws;
(p) Insurance - There is no government or other insurance covering the Securities.
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(q) The foregoing representations and warranties are made by the Purchaser with the intent that they may be relied upon by the Issuer in determining the Purchaser's eligibility, or (if applicable) the eligibility of others on whose behalf the Purchaser is contracting hereunder, to purchase the Warrants under relevant securities legislation and the Purchaser hereby agrees to indemnify the Issuer against all losses, claims, costs, expenses and damages and other liabilities which the Issuer may suffer or incur as the result of or arising from the reliance by the Issuer on any such representation or warranty. Unless the Purchaser otherwise has advised the Issuer in writing, the representations and warranties of the Purchaser contained in this Subscription Agreement shall be true at the time of Closing as though they were made at the time of Closing and shall survive the completion of the transactions contemplated under this Subscription Agreement for a period of one year from the Closing Date.
7. Consent to Disclosure of Information
7.1 Personal Information - the Purchaser, on his, her or its own behalf and, if applicable, on behalf of each beneficial purchaser for whom the Purchaser is contracting hereunder, acknowledges and consents to the fact that the Issuer is collecting the Purchaser's personal information (as that term is defined under applicable privacy legislation, including, without limitation, the Personal Information Protection and Electronic Documents Act (Canada) and any other applicable similar, replacement or supplemental provincial or federal legislation or laws in effect from time to time), and, if applicable, that of each beneficial purchaser for whom the Purchaser is contracting hereunder, for the purpose of completing this Subscription Agreement. The Purchaser, on his, her or its own behalf and, if applicable, on behalf of each beneficial purchaser for whom the Purchaser is contracting hereunder, acknowledges and consents to the Issuer retaining such personal information for as long as permitted or required by law or business practices. The Purchaser, on his, her or its own behalf and, if applicable, on behalf of each beneficial purchaser for whom the Purchaser is contracting hereunder, further acknowledges and consents to the fact that the Issuer may be required by the Applicable Securities Laws or the rules and policies of any stock exchange to provide regulatory authorities with any personal information provided under this Subscription Agreement. The Purchaser represents and warrants, as applicable, that he, she or it has the authority to provide the consents and acknowledgements set out in this paragraph on behalf of each beneficial purchaser for whom the Purchaser is contracting hereunder. In addition to the foregoing, the Purchaser agrees and acknowledges that the Issuer may use and disclose the Purchaser's personal information, or that of each beneficial purchaser for whom the Purchaser is contracting hereunder, as follows:
(i) for internal use with respect to managing the relationships between and contractual obligations of the Issuer and the Purchaser or any beneficial purchaser for whom the Purchaser is contracting hereunder;
(ii) for use and disclosure for income tax related purposes, including without limitation, where required by law, disclosure to Canada Revenue Agency;
(iii) for disclosure to securities regulatory authorities and other regulatory bodies with jurisdiction with respect to reports of trades and similar regulatory filings;
(iv) for disclosure to a governmental or other authority to which the disclosure is required by court order or subpoena compelling such disclosure and where there is no reasonable alternative to such disclosure;
(v) for disclosure to professional advisers of the Issuer in connection with the performance of their professional services;
(vi) for disclosure to any person where such disclosure is necessary for legitimate business reasons and is made with the Purchaser's prior written consent;
(vii) for disclosure to a court determining the rights of the parties under this Subscription Agreement; or
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(vii) for use and disclosure as otherwise required or permitted by law.
8. [Pooling or Escrow of the Warrant Shares
8.1 The Purchaser understands, acknowledges and agrees that all of the Warrant Shares (including any securities which may be issued in exchange for or as replacement for the Warrant Shares) are required to be pooled or escrowed so that such Warrant Shares may not be sold, offered for sale, pledged or otherwise transferred before the date which is May 21, 2027 (being the date that is 12 months from the listing of the Issuer's shares of common stock on Nasdaq Capital Market). In furtherance of this covenant, the Purchaser hereby irrevocably appoints the Chief Executive Officer of the Issuer, as exists at the applicable time (in any case, the "CEO"), as the Purchaser's attorney-in-fact and authorizes the CEO as the Purchaser's attorney-in-fact to approve and sign a pooling or escrow agreement on behalf of the Purchaser to provide for pooling or escrow of the Warrant Shares.]
9. Representations and Warranties of the Issuer
9.1 The Issuer represents and warrants to the Purchaser, and acknowledges that the Purchaser is relying on these representations and warranties in entering into this Agreement, that:
(a) the Issuer is a valid and subsisting company, duly incorporated and in good standing under the laws of the jurisdiction in which it was incorporated, continued or amalgamated;
(b) the Issuer's subsidiaries (the "Subsidiaries"), if any, are valid and subsisting companies and in good standing under the laws of the jurisdictions in which they were incorporated;
(c) upon their issuance, the Shares from the exercise of the Old Warrants, the Warrants and the Warrant Shares, including the payment of the exercise price, will be validly issued and outstanding fully paid and non-assessable securities of the Issuer registered as directed by the Purchaser, free and clear of all restrictions (except for resale restriction as required in accordance with Applicable Securities Laws) and all liens, charges or encumbrances of any kind whatsoever;
(d) the Issuer and its Subsidiaries, if any, hold all licences and permits that are required for carrying on their business in the manner in which such business has been carried on and the Issuer and its Subsidiaries, if any, have the corporate power and capacity to own the assets owned by them and to carry on the business carried on by them and they are duly qualified to carry on business in all jurisdictions in which they carry on business;
(e) no order ceasing, halting or suspending trading in securities of the Issuer nor prohibiting the sale of such securities has been issued to and is outstanding against the Issuer and no investigations or proceedings for such purposes are pending or threatened;
(f) to the best of its knowledge, and except as publicly disclosed, there are no material actions, suits, judgments, investigations or proceedings of any kind whatsoever outstanding, pending or threatened against or affecting the Issuer or its Subsidiaries, if any, at law or in equity or before or by any federal, provincial, state, municipal or other governmental department, commission, board, bureau or agency of any kind whatsoever and, to the best of the Issuer's knowledge, there is no basis therefor;
(g) the Issuer has good and sufficient right and authority to enter into this Agreement and complete its transactions contemplated under this Agreement on the terms and conditions set forth herein; and
(h) to the best of its knowledge, the execution and delivery of this Agreement, the performance of its obligations under this Subscription Agreement and the completion of its transactions contemplated under this Subscription Agreement will not conflict with, or result in the breach of or the acceleration of any indebtedness under, or constitute default under, the constating documents of the Issuer or any indenture, mortgage, agreement, lease, licence or other instrument of any kind whatsoever to which the Issuer is a party or by which it is bound, or any judgment or order of any kind whatsoever of any Court or administrative body of any kind whatsoever by which it is bound.
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10. Covenants of the Issuer
10.1 The Issuer will:
(a) offer, sell, issue and deliver the Warrants pursuant to the Exemptions or qualification requirements of Applicable Securities Laws of the Qualifying Jurisdictions and otherwise fulfil all legal requirements required to be fulfilled by the Issuer (including without limitation, compliance with all Applicable Securities Laws of the Qualifying Jurisdictions) in connection with the Private Placement;
(b) within the required time, file with the applicable Securities Commission any documents, reports and information, in the required form, required to be filed by Applicable Securities Laws in connection with the Private Placement, together with any applicable filing fees and other materials;
(c) from and including the date of this Subscription Agreement through to and including the time of Closing, do all such acts and things necessary to ensure that all of the representations and warranties of the Issuer contained in this Subscription Agreement remain true and correct in all material respects; and
(d) from and including the date of this Subscription Agreement through to and including the time of Closing, not do any such act or thing that would render any representation or warranty of the Issuer contained in this Subscription Agreement or any certificates or documents delivered by it pursuant thereto materially untrue or materially incorrect.
11. Indemnity
11.1 The Purchaser agrees to indemnify and hold harmless the Issuer, and its directors, officers, employees, agents, advisers and shareholders from and against any and all loss, liability, claim, damage and expense whatsoever including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation, administrative proceeding or investigation commenced or threatened or any claim whatsoever arising out of or based upon any representation or warranty of the Purchaser contained herein or in any document furnished by the Purchaser to the Issuer in connection herewith being untrue in any material respect or any breach or failure by the Purchaser to comply with any covenant or agreement made by the Purchaser herein or in any document furnished by the Purchaser to the Issuer in connection herewith.
12. Closing
12.1 Notwithstanding any other term of this Agreement, the completion of this Private Placement is subject to (collectively referred to as the "Closing Conditions"):
(a) the representations and warranties made by the Purchaser herein shall be true and correct in all material respects when made and shall be true and correct in all material respects on Closing; and
(b) the covenants, agreements and conditions to be performed by the Purchaser hereunder on or before Closing shall have been performed or complied with in all material respects.
12.2 In the event that the Closing Conditions cannot be satisfied, the Old Warrant Exercise Proceeds and the Purchaser's Subscription Consideration for the Warrants will be returned to the Purchaser by the Issuer without interest or deduction and this Agreement will be of no further force and effect.
12.3 The completion of the subscription contemplated under this Agreement shall occur on the date of the expiry of the Early Warrant Exercise Program being April 30, 2027 (the "Closing Date"). The Issuer shall deliver to the Purchaser, no later than five business days from the Closing Date, a Warrant certificate representing the Warrants.
13. General
13.1 For the purposes of this Subscription Agreement, time is of the essence.
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13.2 This offer is made for valuable consideration and may not be withdrawn, cancelled, terminated or revoked by the Purchaser.
13.3 This Subscription Agreement contains the entire agreement between the parties with respect to the Warrants, and there are no other terms, conditions, representations or warranties whether expressed, implied, oral or written, by statute, by common law, by the Issuer or by anyone else.
13.4 Neither this Subscription Agreement nor any provision hereof shall be modified, changed, discharged or terminated except by an instrument in writing signed by the party against whom any waiver, change, discharge or termination is sought.
13.5 The parties hereto shall execute and deliver all such further documents and instruments and do all such acts and things as may either before or after the execution of this Subscription Agreement be reasonably required to carry out the full intent and meaning of this Subscription Agreement.
13.6 This Subscription Agreement will be governed by and construed in accordance with the laws of the State of Nevada without regard to conflicts of law rules. The Purchaser, on his or her own behalf and (if applicable) on behalf of others for whom the Purchaser is contracting hereunder, hereby irrevocably attorn to the non-exclusive jurisdiction of the courts of the State of Nevada with respect to any matters arising out of this Subscription Agreement.
13.7 This Subscription Agreement may not be assigned by any party hereto.
13.8 Unless otherwise indicated, all dollar amounts referred to in this Subscription Agreement are in lawful money of the United States.
13.9 The Issuer shall be entitled to rely on delivery of a facsimile or e-mail copy of this Subscription Agreement, and acceptance by the Issuer of a facsimile or e-mail copy of this Subscription Agreement shall create a legal, valid and binding agreement between the Purchaser and the Issuer in accordance with its terms.
13.10 This Subscription Agreement may be signed by the parties in as many counterparts as may be deemed necessary, each of which so signed shall be deemed to be an original, and all such counterparts together shall constitute one and the same instrument.
SCHEDULE "A"
REPRESENTATION LETTER FOR ACCREDITED INVESTORS
To: Conexeu Sciences Inc. (the "Company").
In connection with the purchase of the Warrants of the Company (the "Warrants") by the undersigned purchaser or, if applicable, the disclosed principal on whose behalf the undersigned is purchasing as agent (the "Purchaser" for the purposes of this Representation Letter), the Purchaser hereby represents, warrants, covenants and certifies to the Company that:
1. The Purchaser is either purchasing the Warrants as principal for the Purchaser's own account or is deemed under National Instrument 45-106 - Prospectus Exemptions of the Canadian Securities Administrators ("NI 45-106") to be purchasing the Warrants as principal;
2. The Purchaser is an "accredited investor" within the meaning of NI 45-106, and in Ontario, as defined in Section 73.3 of the Securities Act (Ontario) as supplemented by the definition in NI 45-106, by virtue of satisfying the indicated criterion as set out in Appendix A to this Representation Letter (YOU MUST ALSO INITIAL THE APPROPRIATE LINE IN APPENDIX A TO THIS REPRESENTATION LETTER AND, IF APPLICABLE, COMPLETE EACH QUESTION THAT FOLLOWS THAT PARTICULAR PORTION OF THE DEFINITION). If the Purchaser is an individual relying on paragraph (j), (k) or (l) of the "accredited investor" definition in Appendix A to this Representation Letter, please duly complete and sign two copies of Form 45-106F9 - "Form for Individual Accredited Investors" in the form attached hereto as Appendix B to this Representation Letter. In addition, if the Purchaser is an individual relying on paragraph (j), (j.1), (k) or (l) of the "accredited investor" definition in Appendix A to this Representation Letter, please duly complete and sign the Accredited Investor Questionnaire attached hereto as Appendix C to this Representation Letter;
3. The above representations, warranties and covenants will be true and correct both as of the execution of this Representation Letter and as of the issue date of the Warrants and the Purchaser acknowledges that they will survive the completion of the issue of the Warrants; and
4. The undersigned acknowledges that the foregoing representations, warranties and covenants are made by the undersigned with the intent that they will be relied upon in determining the suitability of the Purchaser as a purchaser of the Warrants and that this Representation Letter is incorporated into and forms part of the Subscription Agreement and the undersigned undertakes to immediately notify the Company of any change in any statement or other information relating to the Purchaser set forth herein that takes place prior to the closing time of the purchase and sale of the Warrants.
Dated: _____________________, 202__.
Print name of Purchaser
By:
Signature
Title
(Please print name of individual whose signature appears above, if different from the name of the Purchaser printed above)
__________
APPENDIX A TO REPRESENTATION LETTER
CERTIFICATE OF ACCREDITED INVESTOR
NOTE: YOU MUST INITIAL BESIDE THE APPLICABLE PORTION OF THE DEFINITION BELOW AND COMPLETE EACH QUESTION WHICH FOLLOWS THE APPLICABLE PORTION OF THE DEFINITION.
Accredited Investor - (as defined in National Instrument 45-106, and in Ontario, as defined in Section 73.3 of the Securities Act (Ontario) as supplemented by the definition in National Instrument 45-106) includes:
_______
(a) except in Ontario, a Canadian financial institution, or a Schedule III bank,
_______
(a.1) in Ontario, a financial institution described in paragraph 1, 2 or 3 of subsection 73.1 (1) of the Securities Act (Ontario),
_______
(b) except in Ontario, the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada),
_______
(b.1) in Ontario, the Business Development Bank of Canada,
_______
(c) except in Ontario, a subsidiary of any person referred to in paragraphs (a) or (b), if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary,
_______
(c.1) in Ontario, a subsidiary of any person or corporation referred to in clause (a.1) or (b.1), if the person or corporation owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary,
_______
(d) except in Ontario, a person registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer,
_______
(d.1) in Ontario, a person or corporation registered under the securities legislation of a province or territory of Canada as an adviser or dealer, except as otherwise prescribed by the regulations,
Jurisdiction(s) registered: _____________________________________________
Registration number(s): _______________________________________________
_______
(e) an individual registered under the securities legislation of a jurisdiction of Canada as a representative of a person referred to in paragraph (d),
_______
(e.1) an individual formerly registered under the securities legislation of a jurisdiction of Canada, other than an individual formerly registered solely as a representative of a limited market dealer under one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador),
Name of person with whom Purchaser is or was registered:
_____________________________________________________
Jurisdiction(s) registered: _______________________________
Categories of registration: ______________________________
_______
(f) except in Ontario, the Government of Canada or a jurisdiction of Canada, or any crown corporation, agency or wholly owned entity of the Government of Canada or a jurisdiction of Canada,
_______
(f.1) in Ontario, the Government of Canada, the government of a province or territory of Canada, or any Crown corporation, agency or wholly owned entity of the Government of Canada or of the government of a province or territory of Canada,
_______
(g) a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l'île de Montréal or an intermunicipal management board in Québec,
_______
(h) any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government,
_______
(i) except in Ontario, a pension fund that is regulated by the Office of the Superintendent of Financial Institutions (Canada), a pension commission or similar regulatory authority of a jurisdiction of Canada,
_______
(i.1) in Ontario, a pension fund that is regulated by either the Office of the Superintendent of Financial Institutions (Canada) or a pension commission or similar regulatory authority of a province or territory of Canada,
Jurisdiction(s) registered: _____________________________________________
Registration number(s): _______________________________________________
_______
(j) an individual who, either alone or with a spouse, beneficially owns financial assets having an aggregate realizable value that before taxes, but net of any related liabilities, exceeds $1,000,000,
[If this is your applicable category, you must also complete Form 45-106F9 attached as Appendix B to the Representation Letter and the Accredited Investor Questionnaire attached as Appendix C to the Representation Letter]
_______
(j.1) an individual who beneficially owns financial assets having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds $5,000,000,
[If this is your applicable category, you must also complete the Accredited Investor Questionnaire attached as Appendix C to the Representation Letter]
_______
(k) an individual whose net income before taxes exceeded $200,000 in each of the 2 most recent calendar years or whose net income before taxes combined with that of a spouse exceeded $300 000 in each of the 2 most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year,
[If this is your applicable category, you must also complete Form 45-106F9 attached as Appendix B to the Representation Letter and the Accredited Investor Questionnaire attached as Appendix C to the Representation Letter]
_______
(l) an individual who, either alone or with a spouse, has net assets of at least $5,000,000,
[If this is your applicable category, you must also complete Form 45-106F9 attached as Appendix B to the Representation Letter and the Accredited Investor Questionnaire attached as Appendix C to the Representation Letter]
_______
(m) a person, other than an individual or investment fund, that has net assets of at least $5,000,000 as shown on its most recently prepared financial statements,
Type of entity: ______________________________________________________
Jurisdiction and date of formation: _____________________________________
_______
(n) an investment fund that distributes or has distributed its securities only to:
(i) a person that is or was an accredited investor at the time of the distribution,
(ii) a person that acquires or acquired securities in the circumstances referred to in sections 2.10 [Minimum amount investment], or 2.19 [Additional investment in investment funds], or
(iii) a person described in paragraph (i) or (ii) that acquires or acquired securities under section 2.18 [Investment fund reinvestment],
_______
(o) an investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the regulator or, in Québec, the securities regulatory authority, has issued a receipt,
_______
(p) a trust corporation or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully managed account managed by the trust corporation or trust corporation, as the case may be,
Jurisdiction(s) registered: _____________________________________________
Registration number(s): _______________________________________________
_______
(q) a person acting on behalf of a fully managed account managed by that person, if that person is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction,
Jurisdiction(s) registered or authorized: _________________________________
Categories of registration: _____________________________________________
_______
(r) a registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice from an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity to give advice on the securities being traded,
Registration number(s) assigned to subscriber: ___________________________
Name of eligibility advisor or registered advisor: __________________________
Jurisdiction(s) registered: _____________________________________________
Categories of registration:_____________________________________________
_______
(s) an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) to (d) paragraph (i) [and in Ontario, paragraphs (a.1) to (d.1) or paragraph (i.1)] in form and function,
Jurisdiction organized: _______________________________________________
Type of entity: _______________________________________________________
_______
(t) a person in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are accredited investors [If this is your applicable category, each owner of interest must individually complete and submit to the Company its own copy of this Certificate of Accredited Investor],
Name(s) of owners of interest: _________________________________________
Type of entity (if applicable): __________________________________________
Categories of accredited investor: _____________________________________
_______
(u) an investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an adviser,
Name of advisor: ____________________________________________________
Jurisdiction(s) registered: _____________________________________________
Categories of registration:
Basis of exemption: __________________________________________________
_______
(v) a person that is recognized or designated by the securities regulatory authority or, except in Ontario and Québec, the regulator as an accredited investor,
_______
(v.1) in Ontario, a person or corporation that is recognized or designated by the Commission as an accredited investor,
Jurisdiction(s) recognized or designated: ________________________________
_______
(w) a trust established by an accredited investor for the benefit of the accredited investor's family members of which a majority of the trustees are accredited investors and all of the beneficiaries are the accredited investor's spouse, a former spouse of the accredited investor or a parent, grandparent, brother, sister, child or grandchild of that accredited investor, of that accredited investor's spouse or of that accredited investor's former spouse.
Name(s) of settlor: ___________________________________________________
Name(s) of trustees: __________________________________________________
Categories of accredited investor: ______________________________________
Categories of beneficiaries: ____________________________________________
Dated: _____________________, 202__.
Signature of individual (if Purchaser is an individual)
Authorized signatory (if Purchaser is not an individual)
Name of Purchaser (please print)
Name of authorized signatory (please print)
Official capacity of authorized signatory (please print)
For the purposes hereof:
(a)
"Canadian financial institution" means:
(i)
an association governed by the Cooperative Credit Associations Act (Canada) or a central cooperative credit society for which an order has been made under section 473(1) of the Cooperative Credit Associations Act (Canada); or
(ii)
a bank, loan corporation, trust corporation, trust corporation, insurance corporation, treasury branch, credit union, caisse populaire, financial services cooperative, or league that, in each case, is authorized by an enactment of Canada or a jurisdiction of Canada to carry on business in Canada or a jurisdiction of Canada;
(b)
"control person" has the meaning ascribed to that term in securities legislation except in Manitoba, Ontario, Quebec, Nova Scotia, Newfoundland and Labrador, Prince Edward Island, the Northwest Territories and Nunavut where "control person" means any person that holds or is one of a combination of persons that hold:
(i)
a sufficient number of any of the securities of an issuer so as to affect materially the control of the issuer; or
(ii)
more than 20% of the outstanding voting securities of an issuer except where there is evidence showing that the holding of those securities does not affect materially the control of that issuer;
(c)
"director" means:
(i)
a member of the board of directors of a corporation or an individual who performs similar functions for a corporation; and
(ii)
with respect to a person that is not a corporation, an individual who performs functions similar to those of a director of a corporation;
(d)
"eligibility adviser" means:
(i)
a person that is registered as an investment dealer or in an equivalent category of registration under the securities legislation of the jurisdiction of a Investor and authorized to give advice with respect to the type of security being distributed; and
(ii)
in Saskatchewan or Manitoba, also means a lawyer who is a practicing member in good standing with a law society of a jurisdiction of Canada or a public accountant who is a member in good standing of an institute or association of chartered accountants, certified general accountants or certified management accountants in a jurisdiction of Canada provided that the lawyer or public accountant must not:
(A)
have a professional, business or personal relationship with the issuer, or any of its directors, executive officers, founders or control persons; and
(B)
have acted for or been retained personally or otherwise as an employee, executive officer, director, associate or partner of a person that has acted for or been retained by the issuer or any of its directors, executive officers, founders or control persons within the previous 12 months;
(e)
"executive officer" means, for an issuer, an individual who is:
(i)
a chair, vice-chair or president;
(ii)
a vice-president in charge of a principal business unit, division or function including sales, finance or production;
(iii)
an officer of the issuer or any of its subsidiaries and who performs a policy-making function in respect of the issuer; or
(iv)
performing a policy-making function in respect of the issuer;
(f)
"financial assets" means (i) cash, (ii) securities or (iii) a contract of insurance, a deposit or an evidence of a deposit that is not a security for the purposes of securities legislation. These financial assets are generally liquid or relatively easy to liquidate. The value of a purchaser's personal residence would not be included in a calculation of financial assets;
(g)
"financial statements" for the purposes of paragraph (m) of the "accredited investor" definition must be prepared in accordance with generally accepted accounting principles;
(h)
"founder" means, in respect of an issuer, a person who:
(i)
acting alone, in conjunction or in concert with one or more persons, directly or indirectly, takes the initiative in founding, organizing or substantially reorganizing the business of the issuer; and
(ii)
at the time of the trade is actively involved in the business of the issuer;
(i)
"fully managed account" means an account of a client for which a person makes the investment decisions if that person has full discretion to trade in securities for the account without requiring the client's express consent to a transaction;
(j)
"investment fund" has the meaning ascribed thereto in National Instrument 81-106 - Investment Fund Continuous Disclosure;
(k)
"person" includes:
(i)
an individual;
(ii)
a corporation;
(iii)
a partnership, trust, fund and association, syndicate, organization or other organized group of persons, whether incorporated or not; and
(iv)
an individual or other person in that person's capacity as a trustee, executor, administrator or personal or other legal representative;
(l)
"person" in Ontario means an individual, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, trustee, executor, administrator or other legal representative;
(m)
"net assets" means all of the purchaser's total assets minus all of the purchaser's total liabilities. Accordingly, for the purposes of the net asset test, the calculation of total assets would include the value of a purchaser's personal residence and the calculation of total liabilities would include the amount of any liability (such as a mortgage) in respect of the purchaser's personal residence. To calculate a purchaser's net assets under the "accredited investor" definition, subtract the purchaser's total liabilities from the purchaser's total assets (including real estate). The value attributed to assets should reasonably reflect their estimated fair value. Income tax should be considered a liability if the obligation to pay it is outstanding at the time of the distribution of the security;
(n)
"related liabilities" means:
(i)
liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets; or
(ii)
liabilities that are secured by financial assets;
(o)
"Schedule III bank" means an authorized foreign bank named in Schedule III of the Bank Act (Canada);
(p)
"spouse" means an individual who:
(i)
is married to another individual and is not living separate and apart within the meaning of the Divorce Act (Canada), from the other individual;
(ii)
is living with another individual in a marriage-like relationship, including a marriage-like relationship between individuals of the same gender; or
(iii)
in Alberta, is an individual referred to in paragraph (i) or (ii) immediately above or is an adult interdependent partner within the meaning of the Adult Interdependent Relationships Act (Alberta); and
(q)
"subsidiary" means an issuer that is controlled directly or indirectly by another issuer and includes a subsidiary of that subsidiary.
All monetary references in this Appendix are in Canadian Dollars.
__________
APPENDIX B TO REPRESENTATION LETTER
FORM 45-106F9 - FORM FOR INDIVIDUAL ACCREDITED INVESTORS
WARNING!
This investment is risky. Don't invest unless you can afford to lose all the money you pay for this investment.
SECTION 1 TO BE COMPLETED BY THE ISSUER OR SELLING SECURITY HOLDER
1. About your investment
Type of securities: Warrants
Issuer: Conexeu Sciences Inc.
SECTIONS 2 TO 4 TO BE COMPLETED BY THE PURCHASER
2. Risk acknowledgement
This investment is risky. Initial that you understand that:
Your
initials
Risk of loss - You could lose your entire investment of $________.
Liquidity risk - You may not be able to sell your investment quickly - or at all.
Lack of information - You may receive little or no information about your investment.
Lack of advice - You may not receive advice from the salesperson about whether this investment is suitable for you unless the salesperson is registered. The salesperson is the person who meets with, or provides information to, you about making this investment. To check whether the salesperson is registered, go to www.aretheyregistered.ca.
3. Accredited investor status
You must meet at least one of the following criteria to be able to make this investment. Initial the statement that applies to you. (You may initial more than one statement.) The person identified in section 6 is responsible for ensuring that you meet the definition of accredited investor. That person, or the salesperson identified in section 5, can help you if you have questions about whether you meet these criteria.
Your
initials
Your net income before taxes was more than $200,000 in each for the 2 most recent calendar years, and you expect it to be more than $200,000 in the current calendar year. (You can find your net income before taxes on your personal income tax return.)
Your net income before taxes combined with your spouse's was more than $300,000 in each of the 2 most recent calendar years, and you expect your combined net income before taxes to be more than $300,000 in the current calendar year.
Either alone or with your spouse, you own more than $1 million in cash and securities, after subtracting any debt related to the case and securities.
Either alone or with your spouse, you may have net assets worth more than $5 million. (Your net assets are your total assets (including real estate) minus your total debt.)
4. Your name and signature
By signing this form, you confirm that you have read this form and you understand the risks of making this investment as identified in this form.
First and last name (please print):
Signature:
Date: 202__.
SECTION 5 TO BE COMPLETED BY SALESPERSON
5. Salesperson information
[Instruction: The salesperson is the person who meets with, or provides information to, the purchaser with respect to making this investment. That could include a representative of the issuer or selling security holder, a registrant or a person who is exempt from the registration requirement.]
First and last name of salesperson (please print):
Telephone:
Email:
Name of firm (if registered):
SECTION 6 TO BE COMPLETED BY THE ISSUER OR SELLING SECURITY HOLDER
6. For more information about this investment
Conexeu Sciences Inc.
c/o Suite 880, 50 West Liberty Street, Reno, Nevada, 89501, USA
Attention: Miles Harrison, Chief Executive Officer
Email: miles@conexeu.com
For more information about prospectus exemptions, contact your local securities regulator. You can find contact information at www. securities-administrators.ca
__________
APPENDIX C TO REPRESENTATION LETTER
ACCREDITED INVESTOR QUESTIONNAIRE
To: Conexeu Sciences Inc. (the "Company").
In connection with the purchase of the Warrants of the Company (the "Warrants") by the undersigned purchaser or, if applicable, the disclosed principal on whose behalf the undersigned is purchasing as agent (the "Purchaser" for the purposes of this Appendix C), the Purchaser is required to complete this questionnaire (the "Questionnaire"). The Questionnaire is being distributed to the Purchaser by the Company, to enable the Company to determine whether the Purchaser is qualified to invest in the Warrants. In order to qualify under the Accredited Investor prospectus exemption set out in Section 2.3 of National Instrument 45-106 - Prospectus Exemptions of the Canadian Securities Administrators ("NI 45-106") or Section 73.3 of the Securities Act (Ontario), the Purchaser must be an "accredited investor" (as that term is defined in Section 1.1 of NI 45-106, and in Ontario, as defined in Section 73.3 of the Securities Act (Ontario) as supplemented by the definition in NI 45-106).
The Purchaser understands that the Company and its counsel are relying upon the accuracy and completeness of the information provided in the Questionnaire in order to determine whether the Purchaser qualifies for the accredited investor prospectus exemption in compliance with NI 45-106 or Section 73.3 of the Securities Act (Ontario). The Purchaser agrees to indemnify and hold harmless the Company, its respective directors, officers, shareholders, representatives and agents, and any person who controls any of the foregoing, against any and all loss, liability, claim, damage and expense (including attorneys' fees) arising out of or based upon any misstatement or omission in the information provided in the Questionnaire.
ACCORDINGLY, THE PURCHASER IS OBLIGATED TO READ THE QUESTIONNAIRE CAREFULLY AND TO ANSWER THE ITEMS CONTAINED HEREIN COMPLETELY AND ACCURATELY.
ALL INFORMATION CONTAINED IN THE QUESTIONNAIRE WILL BE TREATED CONFIDENTIALLY. However, the Purchaser understands and agrees that the Company may present, upon giving prior notice to the Purchaser, the Questionnaire to such parties as the Company deems appropriate if called upon to establish that the issuance of the Warrants is exempt from the prospectus requirements in accordance with the accredited investor prospectus exemption; provided, however, that the Company need not give prior notice to the Purchaser of its presentation of the Questionnaire to the Company's regularly employed legal, accounting and financial advisors. The Purchaser understands that this Questionnaire is merely a request for information and is not an offer to sell, a solicitation of an offer to buy, or a sale of the Warrants. The Purchaser also understands that the Purchaser may be required to furnish additional information.
PLEASE NOTE THE FOLLOWING INSTRUCTIONS BEFORE COMPLETING THIS QUESTIONNAIRE:
Unless instructed otherwise, the Subscriber must answer each question on the Questionnaire. If the answer to a particular question is "None" or "Not Applicable," please so state. If the Questionnaire does not provide sufficient space to answer a question, please attach a separate schedule to your executed Questionnaire that indicates which question is being answered thereon. Persons having questions concerning any of the information requested in this Questionnaire should consult with their purchaser representative or representatives, lawyer, accountant or broker or may call contact the Company's legal counsel, Micahel Shannon of McMillan LLP at 604.893.7638 or email at michael.shannon@mcmillan.ca.
One signed and dated copy of the Questionnaire should be returned with the Subscription Agreement to which the Questionnaire is attached to the Company at:
Attention: Steve Inouye
Email : steve@conexeu.com
The other copy should be retained for the Subscriber's files.
1. Personal Data
Name:________________________________________________________________________________________
Address:
Email for notice and correspondence: _______________________________________________________________
2. Employment and Business Experience
Present occupation:______________________________________________________________________________
Do you own your own business or are you otherwise employed? __________________________________________
Name and type of business employed by or owned:_____________________________________________________
Present title or position: __________________________________________________________________________
Do you have any professional licenses or registrations, including bar admissions, accounting certificates, real estate brokerage licenses, dealer registration, advisor registration or investment fund manager registration?
Yes: ____________ No: ____________
If yes, please list such licenses or registrations, the date(s) you received the same, and whether they are in good standing:
3. Financial Information
Your annual net income before taxes (all sources):
Most recent calendar year:
□ Less than $49,999
□ $50,000-$99,999
□ $100,000-$149,999
□ $150,000- $200,000
□ $200,001-$299,000
□ $300,000-$399,999
□ $400,000-$500,000
□ Greater than $500,000
Prior calendar year:
□ Less than $49,999
□ $50,000-$99,999
□ $100,000-$149,999
□ $150,000-$200,000
□ $200,001-$299,000
□ $300,000-$399,999
□ $400,000-$500,000
□ Greater than $500,000
Your spouse's annual net income before taxes (all sources):
Most recent calendar year:
□ Less than $49,999
□ $50,000-$99,999
□ $100,000-$149,999
□ $150,000-$200,000
□ $200,001-$299,000
□ $300,000-$399,999
□ $400,000-$500,000
□ Greater than $500,000
Prior calendar year:
□ Less than $49,999
□ $50,000-$99,999
□ $100,000-$149,999
□ $150,000-$200,000
□ $200,001-$299,000
□ $300,000-$399,999
□ $400,000-$500,000
□ Greater than $500,000
Your estimated financial assets net of related liabilities:
□ Less than $249,999
□ $250,000 – $499,999
□ $500,000 - $749,999
□ $750,000 - $1,000,000
□ $1,000,001- $3,000,000
□ $3,000,001 -$5,000,000
□ Greater than $5 million
Briefly describe the nature of your financial assets:
Your spouse's estimated financial assets net of related liabilities:
□ Less than $249,999
□ $250,000 – $499,999
□ $500,000 - $749,999
□ $750,000 - $1,000,000
□ Greater than $1 million
Briefly describe the nature of your spouse's financial assets:
"financial assets" means cash, securities or a contract of insurance, a deposit or evidence of deposit that is not a security for the purposes of securities legislation. These financial assets are generally liquid or relatively easy to liquidate. The value of a purchaser's personal residence would not be included in a calculation of financial assets.
"related liabilities" means: (i) liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets; or (ii) liabilities that are secured by financial assets.
Your estimated total net assets:
□ Less than $449,999
□ $500,000-$999,999
□ $1,000,000-$1,999,999
□ $2,000,000-$2,999,999
□ $3,000,000-$3,999,999
□ $4,000,000-$4,999,999
□ $5 million or more
Briefly describe the nature of your net assets:
Your spouse's estimated total net assets:
□ Less than $449,999
□ $500,000-$999,999
□ $1,000,000-$1,999,999
□ $2,000,000-$2,999,999
□ $3,000,000-$3,999,999
□ $4,000,000-$4,999,999
□ $5 million or more
Briefly describe the nature of your spouse's net assets:
"net assets" means all of the purchaser's total assets minus all of the purchaser's total liabilities, and those of the purchaser's spouse if the purchaser's spouse's total net assets are being included to satisfy category (l) of the accredited investor definition. Accordingly, for the purposes of the net asset test, the calculation of total assets would include the value of a purchaser's personal residence and the calculation of total liabilities would include the amount of any liability (such as a mortgage) in respect of the purchaser's personal residence. To calculate a purchaser's net assets, subtract the purchaser's total liabilities from the purchaser's total assets (including real estate). The value attributed to assets should reasonably reflect their estimated fair value. Income tax should be considered a liability if the obligation to pay it is outstanding at the time of the distribution of the security.
Purchaser's Signature
Spouse's Signature (if applicable)
Signature
Signature
Name (please type or print)
Name (please type or print)
, 202
, 202
Date
Date
[End of Schedule A]
__________
SCHEDULE "B"
U.S. ACCREDITED INVESTOR CERTIFICATE
(This form must be completed by Investors that are U.S. Purchasers)
To: Conexeu Sciences Inc. (the "Company").
A "U.S. Purchaser" is: (a) any "U.S. Person" as defined in Regulation S; (b) any person purchasing the Notes for the account or benefit of a "U.S. Person" or any person in the United States; (c) any person who receives or received an offer of the Notes while in the United States; or (d) any person who is or was in the United States at the time the Purchaser's buy order was made or this Subscription Agreement was executed or delivered.
Capitalized terms not specifically defined in this Certificate have the meaning ascribed to them in the Subscription Agreement to which this Schedule "B" is attached. In the event of a conflict between the terms of this Certificate and such Subscription Agreement, the terms of this Certificate shall prevail.
1. In addition to the covenants, representations and warranties contained in the Subscription Agreement to which this Schedule "B" is attached, the Purchaser covenants, represents and warrants to the Company that (please place your initials on the appropriate line(s) with respect to (a) or (b)):
Initials _______
(a) it is a discretionary or similar account (other than an estate or trust) that is excluded from the definition of "U.S. Person" pursuant to Rule 902(k)(2)(i) of Regulation S and is held on behalf of a person that is not a U.S. Person by a dealer or other professional fiduciary organized, incorporated, or (if an individual) resident in the United States; OR
Initials _______
(b) it is an "accredited investor" as defined in Rule 501(a) of Regulation D by virtue of satisfying one or more of the categories indicated in Section 3 below.
2. If the Purchaser has initialled box 1(b) above, the Purchaser further covenants, represents and warrants to the Company that:
(a) it understands that the Warrants and the Warrant Shares have not been registered under the U.S. Securities Act or under the securities laws of any state of the United States, that the offer and sale contemplated hereby is being made in reliance on the exemption from registration provided by Rule 506(b) of Regulation D, that as such the Warrants will be "restricted securities" within the meaning of Rule 144 under the U.S. Securities Act, and the Purchaser is familiar with such rule and understands the resale limitations imposed thereby and the U.S. Securities Act;
(b) it is purchasing the Warrants for its own account or for the account of one or more beneficial purchasers for whom it is exercising sole investment discretion, for investment only and not with a view to resale or distribution and in particular, neither it nor any beneficial purchaser for whose account it is purchasing the Warrants has any intention to distribute either directly or indirectly any of the Warrants in the United States or to U.S. Persons unless such Warrants and the Warrant Shares are registered under the U.S. Securities Act and any applicable state securities laws, including, without limitation, any regulation under the U.S. Securities Act, or in reliance on and pursuant to an exemption from such requirements;
(c) it acknowledges that it has not purchased the Warrants as a result of any form of general solicitation or general advertising, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio, television or the Internet, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising;
(d) it understands and agrees that there may be material tax consequences to the Purchaser of an acquisition, disposition or exercise of any of the Warrants. The Company gives no opinion and makes no representation with respect to the tax consequences to the Purchaser under United States, state, local or foreign tax law of the undersigned's acquisition or disposition of such securities;
(e) acknowledges that it has not purchased the Warrants as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S under the 1933 Act) in the United States in respect of the Warrants which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Warrants or the Shares underlying the Warrants;
(f) it understands and acknowledges that, upon the issuance thereof, and until such time as the same is no longer required under the applicable requirements of the U.S. Securities Act or applicable state securities laws and regulations, the certificates representing the Warrants will bear the legends as set forth in Section 4(a)(vi)(2) and (4) of the Subscription Agreement;
(g) it consents to the Company making a notation on its records or giving instruction to the registrar and transfer agent of the Company in order to implement the restrictions on transfer set forth and described in Section 4(a)(vi)(2) of the Subscription Agreement;
(h) if an individual, it is a resident of the state or other jurisdiction listed in paragraph C of Appendix I of the Subscription Agreement, or if the Purchaser is not an individual, the office of the Purchaser at which the Purchaser received and accepted the offer to purchase the Company's Warrants is the address listed in paragraph C of Appendix I of the Subscription Agreement;
(i) it has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Warrants and it is able to bear the economic risk of loss of its entire investment;
(j) the Company has provided to it the opportunity to ask questions and receive answers concerning the terms and conditions of the Private Placement and it has had access to such information concerning the Company as it has considered necessary or appropriate in connection with its investment decision to acquire the Warrants;
(k) certifies that the offer, sale and issuance of the Warrants is not a transaction, or part of a chain of transactions which, although in technical compliance with Regulation D, is part of a plan or scheme to evade the registration requirements of the U.S. Securities Act;
(l) if it decides to offer, sell or otherwise transfer any of the Warrants, it will not offer, sell or otherwise transfer any of such Warrants directly or indirectly, unless
(i) the sale is to the Company;
(ii) the sale is made outside the United States in a transaction meeting the requirements of Rule 904 of Regulation S and in compliance with applicable local laws and regulations;
(iii) the sale is made pursuant to the exemption from the registration requirements under the U.S. Securities Act provided by Rule 144 thereunder, if available, and in accordance with any applicable state securities or "Blue Sky" laws; or
(iv) the Warrants are sold in a transaction that does not require registration under the U.S. Securities Act or any applicable state laws and regulations governing the offer and sale of securities;
and, in the case of clauses (iii) or (iv) above, it has prior to such sale furnished to the Company an opinion of counsel or other evidence of exemption in form and substance reasonably satisfactory to the Company;
(m) certifies that, if the Purchaser is an entity or organization, the Purchaser was not formed for the specific purpose of acquiring the Warrants;
(n) the funds representing the purchase price which will be advanced by the Purchaser to the Company hereunder will not represent proceeds of crime for the purposes of the United States Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (the "PATRIOT Act"), and the Purchaser acknowledges that the Company may in the future be required by law to disclose the Purchaser's name and other information relating to the subscription agreement and the Purchaser's subscription hereunder, on a confidential basis, pursuant to the PATRIOT Act. No portion of the purchase price to be provided by the Purchaser (i) has been or will be derived from or related to any activity that is deemed criminal under the laws of the United States of America, or any other jurisdiction, or (ii) is being tendered on behalf of a person or entity who has not been identified to or by the Purchaser, and it shall promptly notify the Company if the Purchaser discovers that any of such representations ceases to be true and provide the Company with appropriate information in connection therewith;
(o) it understands that (i) if the Company is deemed to be an issuer that is, or that has been at any time previously, an issuer with no or nominal operations and no or nominal assets other than cash and cash equivalents (a "Shell Company"), Rule 144 under the U.S. Securities Act may not be available for resales of the Warrants and (ii) the Company is not obligated to make Rule 144 under the U.S. Securities Act available for resales of the Warrants;
(p) if required by applicable securities legislation, regulatory policy or order or by any securities commission, stock exchange or other regulatory authority, it will execute, deliver and file and otherwise assist the Company in filing reports, questionnaires, undertakings and other documents with respect to the issue of the Warrants; and
(q) it understands and acknowledges that it is making the representations and warranties and agreements contained herein with the intent that they may be relied upon by the Company in determining its eligibility to purchase the Warrants.
3. If the Purchaser has initialled box 1(b) above, the Purchaser further covenants, represents and warrants to the Company that (please place your initials on the appropriate line(s) below):
_______ Category 1. A bank, as defined in Section 3(a)(2) of the U.S. Securities Act, whether acting in its individual or fiduciary capacity; or
_______ Category 2. A savings and loan association or other institution as defined in Section 3(a)(5)(A) of the U.S. Securities Act, whether acting in its individual or fiduciary capacity; or
_______ Category 3. A broker or dealer registered pursuant to Section 15 of the United States Securities Exchange Act of 1934, as amended; or
_______ Category 4. An investment adviser registered pursuant to section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state; or
_______ Category 5. An investment adviser relying on the exemption from registering with the United States Securities and Exchange Commission (the "Commission") under section 203(l) or (m) of the Investment Advisers Act of 1940; or
_______ Category 6. An insurance company as defined in Section 2(a)(13) of the U.S. Securities Act; or
_______ Category 7. An investment company registered under the United States Investment Company Act of 1940; or
_______ Category 8. A business development company as defined in Section 2(a)(48) of the United States Investment Company Act of 1940; or
_______ Category 9. A small business investment company licensed by the U.S. Small Business Administration under Section 301 (c) or (d) of the United States Small Business Investment Act of 1958; or
_______ Category 10. A rural business investment company as defined in section 384A of the Consolidated Farm and Rural Development Act; or
_______ Category 11. A plan established and maintained by a state, its political subdivisions or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, with total assets in excess of US$5,000,000; or
_______ Category 12. An employee benefit plan within the meaning of the United States Employee Retirement Income Security Act of 1974 in which the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company or registered investment adviser, or an employee benefit plan with total assets in excess of US$5,000,000 or, if a self-directed plan, with investment decisions made solely by persons who are U.S. Accredited Investors; or
_______ Category 13. A private business development company as defined in Section 202(a)(22) of the United States Investment Advisers Act of 1940; or
_______ Category 14. An organization described in Section 501(c)(3) of the United States Internal Revenue Code of 1986, as amended, a corporation, a limited liability company, a Massachusetts or similar business trust, a partnership, or limited liability company, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of US$5,000,000; or
_______ Category 15. Any director or executive officer of the Company; or
_______ Category 16. A natural person (including an IRA (Individual Retirement Account) owned by such person) whose individual net worth, or joint net worth with that person's spouse or spousal equivalent (being a cohabitant occupying a relationship generally equivalent to that of a spouse), excluding the value of that person's primary residence net of any mortgage obligation secured by the property, exceeds US$ 1,000,000 (note: for the purposes of calculating net worth: (i) the person's primary residence shall not be included as an asset; (ii) indebtedness that is secured by the person's primary residence, up to the estimated fair market value of the primary residence at the time of the sale of the securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of the sale of the securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); (iii) indebtedness that is secured by the person's primary residence in excess of the estimated fair market value of the primary residence shall be included as a liability; (iv) for the purposes of calculating joint net worth of the person and that person's spouse or spousal equivalent, (A)joint net worth can be the aggregate net worth of the investor and spouse or spousal equivalent, and (B) assets need not be held jointly to be included in the calculation; and (v) reliance by the person and that person's spouse or spousal equivalent on the joint net worth standard does not require that the securities be purchased jointly); or
_______ Category 17. A natural person (including an IRA (Individual Retirement Account) owned by such person) who had an individual income in excess of US$200,000 in each of the two most recent years or joint income with that person's spouse or spousal equivalent in excess of US$300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; or
_______ Category 18. A trust, with total assets in excess of US$5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the U.S. Securities Act; or
_______ Category 18a. A revocable trust which may be revoked or amended by its settlors (creators), each of whom is a U.S. Accredited Investor (note: if this category is selected, you must furnish a supplementary representation letter from each settlor confirming how such settlor qualifies as a U.S. Accredited Investor); or
_______ Category 19. Any entity in which all of the equity owners meet the requirements of at least one of the above categories.
If you checked Category 19, please indicate the name and category of U.S Accredited Investor (by reference to the applicable number in this section 2(e)) of each equity owner:
Name of Equity Owner
Category of U.S.
Accredited Investor
Note: It is permissible to look through various forms of equity ownership to natural persons in determining the U.S. Accredited Investor status of entities under this category. If those natural persons are themselves U.S. Accredited Investors, and if all other equity owners of the entity seeking U.S. Accredited Investor status are U.S. Accredited Investors, then this category will be available.
_______ Category 20. An entity, of a type not listed in Categories 1-14, 18 or 19, not formed for the specific purpose of acquiring the securities offered, owning investments in excess of US$5,000,000 (note: for the purposes of this Category 20, "investments" is defined in Rule 2a51-1(b) under the Investment Company Act of 1940); or
_______ Category 21. A natural person holding in good standing one or more of the following professional certifications or designations or credentials from an accredited educational institution that the Commission has designated as qualifying an individual for U.S. Accredited Investor status, including an IRA (Individual Retirement Account) owned by such person: The General Securities Representative license (Series 7), the Private Securities Offerings Representative license (Series 82), and the Licensed Investment Adviser Representative (Series 65); or
_______ Category 22. A "family office," as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940: (i) with assets under management in excess of US$5,000,000, (ii) that is not formed for the specific purpose of acquiring the securities offered, and (iii) whose prospective investment is directed by a person (a "Knowledgeable Family Office Administrator") who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment; or
_______ Category 23. A "family client," as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940, of a family office meeting the requirements set forth in Category 22 above and whose prospective investment in the Company is directed by such family office with the involvement of the Knowledgeable Family Office Administrator.
The statements made in this Certificate are true and accurate to the best of my information and belief and I will promptly notify the Company of any changes in any representation, warranty, agreement or other information relating to the undersigned set forth herein which takes place prior to the Closing.
ONLY U.S. PURCHASERS NEED TO COMPLETE AND SIGN
Dated: _____________________, 202__.
Signed:
X
Print the name of Purchaser
Name of witness (if the Purchaser is an individual)
Print official capacity or title, if applicable
Signature of witness
Print name of individual whose signature appears above if different than the name of the Purchaser printed above.
__________
SCHEDULE "C"
INTERNATIONAL JURISDICTION ACKNOWLEDGMENT AND CERTIFICATE
This is Schedule "C" to the Subscription Agreement relating to the purchase of the Warrants of Conexeu Sciences Inc. (the "Company"). Capitalized terms used but not defined in this schedule are intended to have the meanings given thereto, as applicable, in the Subscription Agreement.
TO:
CONEXEU SCIENCES INC. (the "Company")
The Purchaser hereby represents, warrants and certifies (by completing and signing this certificate below) on its own behalf or, if applicable on behalf of those for whom the Purchaser is contracting hereunder, to the Company (which representations, warranties and certifications will survive the closing of the purchase of the offered Warrants by the Purchaser pursuant to the Subscription Agreement) and acknowledges that the Company is relying thereon that:
(a) The Purchaser is: (i) purchasing the Warrants as principal for its own account and not for the benefit of any other person, and it is purchasing for investment only and not with a view to resale or distribution and no other person, corporation, firm or other organization has a beneficial interest in the said securities being purchased; or (ii) purchasing the securities as agent or trustee for the principal disclosed in Appendix I of this Subscription Agreement and not for the benefit of any other person, and is purchasing for investment only and not for a view to resale or distribution;
(b) The Purchaser is located outside of Canada and the United States and is not a "U.S. Person" as defined in Rule 902(k) of Regulation S under the United States Securities Act of 1933, as amended;
(c) The subscription by the Purchaser does not contravene any of the applicable securities legislation in the jurisdiction in which the Purchaser resides and does not give rise to: (i) any obligation of the Company to prepare and file a prospectus or similar document or to register the offered Warrants, or to be registered with, any obligation to file a report or notice with any governmental or regulatory authority; or (ii) any continuous disclosure reporting obligation of the Company in the International Jurisdiction (as defined in the Subscription Agreement);
(d) the Purchaser is purchasing the offered Warrants pursuant to exemptions from any prospectus, registration or similar requirements under the laws of that International Jurisdiction or, if such is not applicable, the Purchaser is permitted to purchase the offered Warrants without the need to comply with any substantive or procedural requirements or any kind whatsoever in the Purchaser's jurisdiction of residence; and
(e) the Purchaser will, if requested by the Company, deliver to the Company a certificate or opinion of local counsel from the Purchaser's jurisdiction of residence confirming the matters referred to in subparagraph (d) above to the satisfaction of the Company, acting reasonably.
[Signature page follows.]
IN WITNESS WHEREOF, the undersigned has executed this certificate as of the _____ day of ____________________, 202__.
If a company, partnership or other entity
If an individual:
Name of Entity
Signature
Type of Entity
Print or Type Name
Signature of Person Signing
Print or Type Name and Title of Person Signing
[End of Schedule "C"]
__________
SCHEDULE "D"
ACKNOWLEDGEMENT
Each of the Purchaser and any third party paying the Old Warrant Exercise Proceeds and the payment per Warrant hereunder (jointly the "Subscription Funds") to McMillan LLP on behalf of the Purchaser (a "Third Party Payor"), acknowledges and agrees that the Subscription Funds are being delivered to McMillan LLP ("McMillan") to be held in trust pending the closing of the Private Placement and hereby agree as follows:
1. this acknowledgement ("Acknowledgment") is incorporated into and forms part of the Subscription Agreement to which it is attached;
2. the Subscription Funds are being advanced in connection with an irrevocable subscription to purchase securities of the Issuer and McMillan is irrevocably authorized and directed to hold the Subscription Funds in trust and pay the Subscription Funds to the Issuer on receiving notice of closing of the Private Placement from the Issuer without further notice to or direction from the Purchaser or the Third Party Payor, if any;
3. in the event that McMillan does not receive notice from the Issuer of the closing of the Private Placement within 90 days of receipt of the Subscription Funds, or in the event that the Issuer provides notice to McMillan that the Private Placement has been terminated, McMillan is irrevocably authorized and directed to return the Subscription Funds to the Purchaser without further notice to or direction from the Purchaser or the Third Party Payor, if any, as follows:
(a) for Subscription Funds that were received by wire transfer, McMillan will return the Subscription Funds (less any applicable bank charges or fees) by wire transfer to the bank account from which the Subscription Funds were received; or
(b) for Subscription Funds that were received by certified cheque or bank draft, McMillan will issue a trust cheque in the amount of the Subscription Funds (less any applicable bank charges or fees) in the name of the Purchaser, or if funds were received from a Third Party Payor in the name of the Third Party Payor, and will deliver such trust cheque to the address of the Purchaser or Third Party Payor, as the case may be, provided in the Subscription Agreement;
4. if the Subscription Funds were paid by a Third Party Payor, the Third Party Payor confirms that such Subscription Funds were paid on behalf of the Purchaser to be applied towards the Purchaser's purchase of securities pursuant to the Subscription Agreement;
5. McMillan has no duty or responsibility except as expressly set forth in this Acknowledgement in respect of the Subscription Funds, and no implied duty or obligation may be read into this Acknowledgement or the Subscription Agreement against it;
6. McMillan is not liable for any action it takes or omits to take in good faith and in the exercise of its own best judgment, for any error in judgment made in good faith or for any mistake of fact or law, unless it is proved that McMillan acted fraudulently, intentionally in bad faith, or in gross negligence;
7. McMillan may rely on, and is protected in acting upon, any judgment, order, notice, demand, direction, certificate or other instrument, paper or document which it may receive in connection with its duties under this Acknowledgement and which McMillan believes in good faith to be genuine and signed or presented by the proper persons, and may accept them as sufficient evidence of the facts stated in them. McMillan is in no way bound to call for further evidence (whether as to due execution, validity or effectiveness, or the jurisdiction of any court, or as to the truth of any fact), and is not responsible for any loss occasioned by its failing to do so;
8. in the following circumstances, McMillan may, but is not required to: (i) refrain from taking any action under this Acknowledgement until it is jointly directed in writing by the Issuer, the Purchaser and the Third Party Payor (if any), or by an order of a court of competent jurisdiction from which no further appeal may be taken; or (ii) deposit the Subscription Funds with a court of competent jurisdiction in the Province of British Columbia:
(a) if McMillan is uncertain as to its duties or rights under the Subscription Agreement (including this Acknowledgement);
(b) if McMillan receives any instruction, claim or demand from any person relating to any matter under the Subscription Agreement (including this Acknowledgement) which, in McMillan's opinion, is in conflict with this Acknowledgement; or
(c) if any of the parties to the Subscription Agreement, including McMillan, disagree about the interpretation of the Subscription Agreement (including this Acknowledgement), the release of the Subscription Funds under the Subscription Agreement (including this Acknowledgement) or about the rights and obligations of McMillan or the propriety of an action contemplated by McMillan under this Acknowledgement;
9. upon McMillan depositing the Subscription Funds with a court in accordance with the Subscription Agreement (including this Acknowledgement), McMillan will be released from its duties and obligations under the Subscription Agreement (including this Acknowledgement);
10. the provisions of the Subscription Agreement (including this Acknowledgement) relating to the protection of McMillan survive such release of the Subscription Funds;
11. the Issuer and the Purchaser shall jointly and severally indemnify and save harmless McMillan of and from, and shall pay for, all actions, proceedings, losses, liabilities, costs, claims, damages, expenses (including legal fees and expenses on a solicitor and its own client basis) and demands that McMillan incurs or sustains in respect of any matter or thing it does pursuant to or in connection with the Subscription Agreement (including this Acknowledgement), or otherwise arising in connection with its receipt and handling of the Subscription Funds, except insofar as the same arose through McMillan's fraud, intentional bad faith or gross negligence;
12. McMillan has acted and/or may continue to act as legal counsel to the Issuer with respect to various matters, including the closing of the Private Placement pursuant to the Subscription Agreement, and the instruments and transactions arising therefrom and McMillan will not, by virtue of holding the Subscription Funds in trust, be disqualified from continuing to act for or represent the Issuer in connection with any other matter and otherwise, including in any matter adverse to the Purchaser or the Third Party Payor;
13. McMillan is not acting as legal counsel to the Purchaser or the Third Party Payor (if any) and the Purchaser and the Third Party Payor (if any) acknowledge that each has been advised to seek the advice of its independent legal counsel in connection with the execution of this Acknowledgement; and
14. McMillan is a third-party beneficiary of the Subscription Agreement (including this Acknowledgement) and is entitled to enforce the provisions of the Subscription Agreement (including this Acknowledgement) in favour of McMillan against each of the Purchaser, the Third Party Payor and the Issuer.
Acknowledged and agreed by:
Purchaser:
Third Party Payor (if applicable):
(Name of Purchaser - please print)
(Name of Third Party Payor - please print)
(Authorized Signature of Purchaser)
(Authorized Signature of Third Party Payor)
(Official Capacity or Title if not an individual)
(Official Capacity or Title if not an individual)
[End of Subscription Agreement]
EX-99.1 — EXHIBIT 99.1
EX-99.1
Filename: exhibit99-1.htm · Sequence: 4
Conexeu Sciences Inc.: Exhibit 99.1 - Filed by newsfilecorp.com
CONEXEU SCIENCES INC.
LETTER TO SHARE PURCHASE WARRANTHOLDERS
October [●], 2026
TO: The registered Holders of Share Purchase Warrants
exercisable at US$2.30 per share
Conexeu Sciences Inc. (the "Company") HEREBY GIVES NOTICE that a warrant exercise inducement program (the "Inducement Program") has been designed to encourage the early exercise of up to 4,762,780 of the Company's outstanding warrants having an exercise price of US$2.30 per share (the "Warrants").
Pursuant to the Inducement Program, the Company is offering an inducement to each Warrant holder that exercises their Warrants prior to the April 30, 2027 early exercise period ("Early Exercise Period"), by the issuance of one transferable common stock purchase warrant (each, an "Inducement Warrant") at a price of $0.001 per Inducement Warrant for each Warrant early exercised. Each Inducement Warrant will entitle the holder thereof to purchase one additional share of common stock of the Company (each, an "Inducement Warrant Share") for a period of 24 months from the date of issuance of such Inducement Warrant, at an exercise price of US$3.00 per Inducement Warrant Share. The Early Exercise Period commences October [●], 2026 and expires at 4:00 p.m. (Reno, Nevada time) on April 30, 2027 (the "Early Exercise Expiry Date").
A form of warrant subscription agreement (the "Subscription Agreement") is enclosed with this letter. Under the terms of the Subscription Agreement, Warrant holders who wish to participate in the Inducement Program will agree to exercise their Warrants, deliver the necessary documents, and pay to the Company the exercise price for their Warrants being exercised along with US$0.001 for each new Inducement Warrant to be issued to the Warrant holder. Warrant holders who elect to participate in the Inducement Program are required to deliver to Steve Inouye (steve@conexeu.com), by 4:00 p.m. (Reno, Nevada time) on or before the Early Exercise Expiry Date, the following:
1. a duly completed and executed Subscription Agreement;
2. a duly completed and executed Subscription Form/Exercise Form attached as Schedule "A" to your original Warrant certificate;
3. your original Warrant certificate; and
4. the applicable aggregate exercise price for the shares to be issued upon exercise of your Warrants plus US$0.001 for each new Inducement Warrant to be issued to you, payable to "Conexeu Sciences Inc." in United States Dollars by way of certified cheque, money order, bank draft or wire transfer.
Since the Company's recent US$3.00 Unit/Special Warrant Offering involves the issuance of a maximum of 1,666,667 shares of common stock as well as a maximum of 1,666,667 shares of common stock underlying the warrants forming part of the US$3.00 Unit/Special Warrant Offering, and together with the 4,762,780 shares of common stock of the Company potentially issuable under the Inducement Warrants that could be issued under the Inducement Program, would be aggregated under the Nasdaq Listing Rules, such would result in the potential issuance of up to 8,096,114 shares of common stock of the Company. This would result in 20% or more of the outstanding shares of common stock of the Company as of the date of the consent resolutions of the Board of Directors of the Company authorizing the US$3.00 Unit/Special Warrant Offering, which the outstanding shares of common stock of the Company immediately prior to the US$3.00 Unit/Special Warrant Offering was 29,498,365 shares. Therefore, the Company must place a "share cap" on the number of shares that could be issued pursuant to the exercise of the Inducement Warrants at 2,563,389 shares of common stock of the Company underlying the Inducement Warrants (the "Exchange Share Cap") so the total number of shares of common stock issuable pursuant to the US$3.00 Unit/Special Warrant Offering together with the Exchange Share Cap for the Inducement Warrants is not 20% or more of the shares of common stock of the Company outstanding before the US$3.00 Unit/Warrant Offering and Inducement Program until the Company receives stockholder approval at an annual and/or special meeting of stockholders of the Company providing for the issuance of 20% or more of its outstanding shares of common stock (the "Exchange Cap Stockholder Approval"). The Exchange Share Cap of 2,563,389 shares of common stock of the Company upon the exercise of the Inducement Warrants will be on a first to exercise basis of the holders of the Inducement Warrants, until the Exchange Cap Stockholder Approval is obtained.
The Board of Directors of the Company has agreed to register for resale on Form S-1 registration statement the shares of common stock of the Company (the "Shares") that have already been received from the exercise of the Warrants currently held by the Warrant holder, if any, as well as the Shares to be received upon the exercise of the Warrants as part of the inducement to exercise the Warrants pursuant to the Inducement Program.
[The Shares received from the exercise of the Warrants currently owned by the Warrant holders as well as the Inducement Warrants and the Shares received from the exercise of the Inducement Warrants will be subject to the terms and conditions of the voluntary pooling agreement that the Warrant holder entered into with the Company with respect to the Warrants (the "Existing Pooling Agreement"). The Warrant holder by participating in the Inducement Program hereby irrevocably appoints the CEO of the Company, as exists at the applicable time (in any case, the "CEO"), as the Warrant holder's attorney-in-fact and authorizes the CEO as the Warrant holder's attorney-in-fact to approve and amend or update the Existing Pooling Agreement on behalf of the Warrant holder to reflect the increase in the number of Shares and the decrease in number of Warrants along with the addition of any Inducement Warrants and the Shares underlying the Inducement Warrants issued to the Warrant holders being subject to the Existing Pooling Agreement. The Warrant holder understands and acknowledges that the Shares received from the exercise of the Warrants currently held by the Warrant holder as well as the Inducement Warrant Shares received from exercise of the Inducement Warrants to be received by the Warrant holder upon exercise of the Inducement Warrants pursuant to the Inducement Program will, in addition to the applicable restrictive legends set forth in the certificate representing the Warrants and the Inducement Warrants, contain the following contractual restrictive legend substantially in the form set forth below:
"THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO A POOLING AGREEMENT. 100% OF SUCH SECURITIES WILL BE RELEASED FROM THE POOLING ON THE DAY WHICH IS 12 MONTHS AFTER THE LISTING OF THE ISSUER ON A STOCK EXCHANGE OR TRADING SYSTEM IN NORTH AMERICA.";]
The Inducement Warrants will bear the following legend substantially in the form set forth below:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT") OR APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN EXEMPTION OR EXCLUSION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SECURITIES REPRESENTED BY THE CERTIFICATE CANNOT BE THE SUBJECT OF HEDGING TRANSACTIONS UNLESS SUCH TRANSACTIONS ARE CONDUCTED IN COMPLIANCE WITH THE U.S. SECURITIES ACT."
If the holder of the Inducement Warrants is a Canadian, the Inducement Warrants will also bear the following additional legend in the form set forth below:
"UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE DISTRIBUTION DATE]."
In addition to the legends above, the Inducement Warrants will bear a legend substantially in the form set forth below:
"THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON OR A PERSON IN THE UNITED STATES UNLESS THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT."
Any Warrants that are not exercised prior to the Early Exercise Expiry Date will remain outstanding and continue to be exercisable for shares of common stock of the Company on their current terms.
For further information you may contact the Company's Chief Financial Officer, Stephen Inouye at:
CONEXEU SCIENCES INC.
Suite 880, 50 West Liberty Street
Reno, Nevada, 89501, USA
Attention: Stephen Inouye, Chief Financial Officer
E-mail address: steve@conexeu.com
ON BEHALF OF THE BOARD
Jeff Sharpe
Chairman of the Board of Directors
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