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8-K - FORM 8-K - Dominovas Energy Corp | f8k022210.htm |
NON
BROKERED PRIVATE PLACEMENT SUBSCRIPTION
WESTERN
STANDARD ENERGY CORP.
PRIVATE
PLACEMENT
INSTRUCTIONS
TO SUBSCRIBER:
1.
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COMPLETE the information
on page 2 of this Subscription
Agreement.
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2.
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If resident in the United
States, COMPLETE the Prospective Investor Suitability Questionnaire
attached as Appendix 1 to this Subscription Agreement (the "US
Questionnaire").
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(collectively,
the “Questionnaires”)
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3.
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COURIER the originally
executed copy of the entire Subscription Agreement, together with the
Questionnaire, and the Subscription Proceeds to the Company
at:
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Western
Standard Energy Corp.
c/o
Clark Wilson LLP
800-885
West Georgia Street, Vancouver, BC V6C 3H1
WE
MUST RECEIVE YOUR COMPLETED SUBSRIPTION AGREEMENT AND PAYMENT IN FULL
NOT
LATER
THAN 3 PM P.S.T. ON FEBRUARY 12,
2010 TO BE CONSIDERED FOR ACCEPTANCE.
PRIVATE PLACEMENT
SUBSCRIPTION AGREEMENT
TO:
|
Western
Standard Energy Corp. c/o Clark Wilson LLP 800-885 West
Georgia Street, Vancouver, BC V6C
3H1
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Subject
and pursuant to the attached “Terms and Conditions” of this Subscription
Agreement, including all schedules and appendices attached hereto, the
Subscriber hereby irrevocably subscribes for, and on the Closing Date, will
purchase from the Company, the following securities at the following
price:
100,000 Units
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US$0.00125
per Unit for a total purchase price of ___$125.00______
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The
Subscriber owns, directly or indirectly, the following securities of the
Company:
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Nil
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[Check if
applicable] The Subscriber is an affiliate of
the Company
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The
Subscriber directs the Company to issue, register and deliver the certificates
representing the Shares as follows:
REGISTRATION
INSTRUCTIONS
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DELIVERY
INSTRUCTIONS
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Name
to appear on certificate
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Name
and account reference, if applicable
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Account
reference if applicable
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Contact
name
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Address
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Address
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Telephone
Number
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EXECUTED
by the Subscriber this ______ day of _________, 2010.
WITNESS:
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EXECUTION
BY SUBSCRIBER:
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X
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Signature
of Witness
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Signature
of individual (if Subscriber is an
individual)
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X
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||
Name
of Witness
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Authorized
signatory (if Subscriber is not an
individual)
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Address
of Witness
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Name
of Subscriber (please
print)
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Name
of authorized signatory (please
print)
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||
ACCEPTED
this 12th day of February, 2010
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||
WESTERN
STANDARD ENERGY CORP.
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Address
of Subscriber (residence)
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per:
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Telephone
Number
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Authorized
Signatory
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E-mail
address
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Social
Security/ Social Insurance No.:
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By
signing this acceptance, the Subscriber agrees to be bound by the term and
conditions of this Subscription Agreement.
2
NONE
OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE
“SUBSCRIPTION AGREEMENT”) RELATES HAVE BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY U.S. STATE
SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE
UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS (AS DEFINED HEREIN)
EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS.
TERMS AND
CONDITIONS
1.
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Subscription
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1.1 The
undersigned (the "Subscriber") hereby irrevocably subscribes for and agrees to
purchase the number of shares of the Company's common stock (the "Shares") as
set out on page 2 of this Subscription Agreement at a price of US$0.00125 per
unit, each unit comprised of one common share. (such subscription and
agreement to purchase being the "Subscription"), for the total subscription
price as set out on page 2 of this Subscription Agreement (the "Subscription
Proceeds"), which Subscription Proceeds are tendered herewith, on the basis of
the representations and warranties and subject to the terms and conditions set
forth herein.
1.2 The
Company hereby agrees to sell, on the basis of the representations and
warranties and subject to the terms and conditions set forth herein, to the
Subscriber the Shares. Subject to the terms hereof, the Subscription
Agreement will be effective upon its acceptance by the Company.
1.3 Unless
otherwise provided, all dollar amounts referred to in this Subscription
Agreement are in lawful money of the United States of America.
2.
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Payment
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2.1 The
Subscription Proceeds must accompany this Subscription and shall be paid by bank
draft, money order or cheque drawn on a major U.S. bank or Canadian chartered
back acceptable to the Company and paid to Clark Wilson LLP, In
Trust. If the funds are wired to the Company's lawyers, those lawyers
are authorized to immediately deliver the funds to the Company without further
authorization from the Subscriber.
2.2 The
Subscriber acknowledges and agrees that this Subscription Agreement, the
Subscription Proceeds and any other documents delivered in connection herewith
will be held by the Company's lawyers on behalf of the Company. In
the event that this Subscription Agreement is not accepted by the Company for
whatever reason within 60 days of the delivery of an executed Subscription
Agreement by the Subscriber, this Subscription Agreement, the Subscription
Proceeds and any other documents delivered in connection herewith will be
returned to the Subscriber at the address of the Subscriber as set forth in this
Subscription Agreement without interest or deduction.
2.3 Where
the Subscription Proceeds are paid to the Company, the Company may treat the
Subscription Proceeds as a non-interest bearing loan and may use the
Subscription Proceeds prior to this Subscription Agreement being accepted by the
Company.
3.
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Questionnaires
and Undertaking and
Direction
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3.1 The
Subscriber must complete, sign and return to the Company the following
documents:
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(a)
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One
(1) executed copy of this Subscription Agreement;
and
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(b)
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the
US Questionnaire in the form attached as Appendix 1 if the Subscriber is
resident in the United States.
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(collectively, the
“Questionnaires”)
3
3.2 The
Subscriber shall complete, sign and return to the Company as soon as possible,
on request by the Company, any documents, questionnaires, notices and
undertakings as may be required by regulatory authorities, stock exchanges and
applicable law.
4.
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Closing
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4.1 Closing
of the purchase and sale of the Shares shall occur on or before 3PM P.ST. on
February 12, 2010 or on such other date as may be determined by the Company in
its sole discretion (the "Closing Date"). The Subscriber acknowledges
that Shares may be issued to other subscribers under this offering (the
"Offering") before or after the Closing Date. The Company, may, at
its discretion, elect to close the Offering in one or more closings, in which
event the Company may agree with one or more subscribers (including the
Subscriber hereunder) to complete delivery of the Shares to such subscriber(s)
against payment therefore at any time on or prior to the Closing
Date.
5.
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Acknowledgements
of Subscriber
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5.1 The
Subscriber acknowledges and agrees that:
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(a)
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none
of the Shares have been registered under the 1933 Act, or under any state
securities or “blue sky” laws of any state of the United States, and,
unless so registered, may not be offered or sold in the United States or
to U.S. Persons, as that term is defined in Regulation S under the 1933
Act (“Regulation S”), except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the 1933
Act;
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(b)
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the
Subscriber acknowledges that the Company has not undertaken, and will have
no obligation, to register any of the Shares under the 1933
Act;
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(c)
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the
decision to execute this Subscription Agreement and purchase the Shares
agreed to be purchased hereunder has not been based upon any oral or
written representation as to fact or otherwise made by or on behalf of the
Company. If the Company has presented a business plan to the
Subscriber, the Subscriber acknowledges that the business plan may not be
achieved or be achievable;
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(d)
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the
Subscriber and the Subscriber’s advisor(s) have had a reasonable
opportunity to ask questions of and receive answers from the Company in
connection with the sale of the Shares hereunder, and to obtain additional
information, to the extent possessed or obtainable without unreasonable
effort or expense, necessary to verify the accuracy of the information
about the Company;
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(e)
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the
books and records of the Company were available upon reasonable notice for
inspection, subject to certain confidentiality restrictions, by
Subscribers during reasonable business hours at its principal place of
business and that all documents, records and books in connection with the
sale of the Shares hereunder have been made available for inspection by
the Subscriber, the Subscriber’s attorney and/or
advisor(s);
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(f)
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by
execution of this Subscription Agreement the Subscriber has waived the
need for the Company to communicate its acceptance of the purchase of the
Shares pursuant to this Subscription
Agreement;
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(g)
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all
information which the Subscriber has provided to the Company in the
Questionnaires are correct and complete as of the date the Questionnaires
are signed, and if there should be any change in such information prior to
the Subscription being accepted by the Company, the Subscriber will
immediately provide the Company with such
information;
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(h)
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the
Company is entitled to rely on the representations and warranties and the
statements and answers of the Subscriber contained in this Subscription
Agreement and in the Questionnaires, and the Subscriber will hold harmless
the Company from any loss or damage it may suffer as a result of the
Subscriber’s failure to correctly complete this Subscription Agreement or
the Questionnaires;
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4
- -
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(i)
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it
will indemnify and hold harmless the Company and, where applicable, its
respective directors, officers, employees, agents, advisors 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 claim, lawsuit, administrative
proceeding or investigation whether commenced or threatened) arising out
of or based upon any representation or warranty of the Subscriber
contained herein or in any document furnished by the Subscriber to the
Company in connection herewith being untrue in any material respect or any
breach or failure by the Subscriber to comply with any covenant or
agreement made by the Subscriber to the Company in connection
therewith;
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(j)
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the
issuance and sale of the Shares to the Subscriber will not be completed if
it would be unlawful or if, in the discretion of the Company acting
reasonably, it is not in the best interests of the
Company;
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(k)
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it
has been advised to consult its own legal, tax and other advisors with
respect to the merits and risks of an investment in the Shares and with
respect to applicable resale restrictions and it is solely responsible
(and the Company is not in any way responsible) for compliance with
applicable resale restrictions;
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(l)
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none
of the Shares are listed on any stock exchange or automated dealer
quotation system and no representation has been made to the Subscriber
that any of the Shares will become listed on any stock exchange or
automated dealer quotation system, except that certain market makers
currently make a market in the Company’s share of common stock on the
over-the counter bulletin board in the United
States;
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(m)
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it
is acquiring the Shares as principal for its own account, for investment
purposes only, and not with a view to, or for, resale, distribution or
fractionalization thereof, in whole or in part, and no other person has a
direct or indirect beneficial interest in such
Shares;
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(n)
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the
Subscriber is acquiring the Shares pursuant to an exemption from the
registration and prospectus requirements of applicable securities
legislation in all jurisdictions relevant to this Subscription, and, as a
consequence, the Subscriber will not be entitled to use most of the civil
remedies available under applicable securities legislation and the
Subscriber will not receive information that would otherwise be required
to be provided to the Subscriber pursuant to applicable securities
legislation;
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(o)
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the
Subscriber has been advised that the business of the Company is in a
start-up phase and acknowledges that there is no assurance that the
Company will raise sufficient funds to adequately capitalize the business
or that the business will be profitable in the
future;
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(p)
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no
documents in connection with the sale of the Shares hereunder have been
reviewed by the Securities and Exchange Commission or any state securities
administrators;
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(q)
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there
is no government or other insurance covering any of the Shares;
and
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(r)
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this
Subscription Agreement is not enforceable by the Subscriber unless it has
been accepted by the Company.
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6.
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Representations,
Warranties and Covenants of the
Subscriber
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6.1 The
Subscriber hereby represents and warrants to and covenants with the Company
(which representations, warranties and covenants shall survive the Closing)
that:
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(a)
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the
Subscriber is resident in the jurisdiction set forth on page 2 underneath
the Subscriber’s name and
signature;
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5
- -
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(b)
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the
Subscriber has the legal capacity and competence to enter into and execute
this Subscription Agreement and to take all actions required pursuant
hereto and, if the Subscriber is a corporation, it is duly incorporated
and validly subsisting under the laws of its jurisdiction of incorporation
and all necessary approvals by its directors, shareholders and others have
been obtained to authorize execution and performance of this Subscription
Agreement on behalf of the
Subscriber;
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(c)
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the
Subscriber (i) has adequate net worth and means of providing for its
current financial needs and possible personal contingencies, (ii) has no
need for liquidity in this investment, and (iii) is able to bear the
economic risks of an investment in the Shares for an indefinite period of
time;
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(d)
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the
Subscriber has made an independent examination and investigation of an
investment in the Shares and the Company and has depended on the advice of
its legal and financial advisors and agrees that the Company will not be
responsible in anyway whatsoever for the Subscriber’s decision to invest
in the Shares and the Company;
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(e)
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all
information contained in the Questionnaires are complete and accurate and
may be relied upon by the Company and the Subscriber will notify the
Company immediately of any material change in any such information
occurring prior to the closing of the purchase of the
Shares;
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(f)
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the
entering into of this Subscription Agreement and the transactions
contemplated hereby do not result in the violation of any of the terms and
provisions of any law applicable to, or the constating documents of, the
Subscriber or of any agreement, written or oral, to which the Subscriber
may be a party or by which the Subscriber is or may be
bound;
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(g)
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the
Subscriber has duly executed and delivered this Subscription Agreement and
it constitutes a valid and binding agreement of the Subscriber enforceable
against the Subscriber;
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(h)
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it
understands and agrees that none of the Shares have been registered under
the 1933 Act or any state securities laws, and, unless so registered, none
may be offered or sold in the United States or, directly or indirectly, to
U.S. Persons (as defined herein) except pursuant to an exemption from, or
in a transaction not subject to, the Registration Requirements of the 1933
Act and in each case only in accordance with state securities
laws;
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(i)
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it
is purchasing the Shares for its own account for investment purposes only
and not for the account of any other person and not for distribution,
assignment or resale to others, and no other person has a direct or
indirect beneficial interest is such Shares, and the Subscriber has not
subdivided his interest in the Shares with any other
person;
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(j)
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it
is able to fend for itself in the Subscription and has the ability to bear
the economic risks of its prospective investment and can afford the
complete loss of such investment;
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(k)
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if
it is acquiring the Shares as a fiduciary or agent for one or more
investor accounts, it has sole investment discretion with respect to each
such account and it has full power to make the foregoing acknowledgments,
representations and agreements on behalf of such
account;
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(l)
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it
understands and agrees that the Company and others will rely upon the
truth and accuracy of the acknowledgments, representations and agreements
contained in sections 4 and 6 hereof and agrees that if any of such
acknowledgments, representations and agreements are no longer accurate or
have been breached, it shall promptly notify the
Company;
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(m)
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the
Subscriber is not acquiring the Shares 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, or television, or any seminar or
meeting whose attendees have been invited by general solicitation or
general advertising;
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(n)
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no
person has made to the Subscriber any written or oral
representations:
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6
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(i)
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that
any person will resell or repurchase any of the Shares, except as noted in
Section 7, below;
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(ii)
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that
any person will refund the purchase price of any of the
Shares;
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(iii)
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as
to the future price or value of any of the Shares;
or
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(iv)
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that
any of the Shares will be listed and posted for trading on any stock
exchange or automated dealer quotation system or that application has been
made to list and post any of the Shares of the Company on any stock
exchange or automated dealer quotation
system.
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6.2 In
this Subscription Agreement, the term “U.S. Person” shall have the meaning
ascribed thereto in Regulation S and for the purpose of the Subscription
includes any person in the United States.
7.
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Acknowledgement
and Waiver
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7.1 The
Subscriber has acknowledged that the decision to purchase the Shares was solely
made on the basis of publicly available information. The Subscriber
hereby waives, to the fullest extent permitted by law, any rights of withdrawal,
rescission or compensation for damages to which the Subscriber might be entitled
in connection with the distribution of any of the Shares.
8.
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Representations and
Warranties will be Relied Upon by the
Company
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8.1 The
Subscriber acknowledges that the representations and warranties contained herein
are made by it with the intention that they may be relied upon by the Company
and its legal counsel in determining the Subscriber’s eligibility to purchase
the Shares under applicable securities legislation, or (if applicable) the
eligibility of others on whose behalf it is contracting hereunder to purchase
the Shares under applicable securities legislation. The Subscriber
further agrees that by accepting delivery of the certificates representing the
Shares on the Closing Date, it will be representing and warranting that the
representations and warranties contained herein are true and correct as at the
Closing Date with the same force and effect as if they had been made by the
Subscriber at the Closing Date and that they will survive the purchase by the
Subscriber of the Shares and will continue in full force and effect
notwithstanding any subsequent disposition by the Subscriber of such
Shares.
9.
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Resale
Restrictions
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9.1 The
Subscriber acknowledges that any resale of the Shares will be subject to resale
restrictions contained in the securities legislation applicable to each
Subscriber or proposed transferee as set forth in paragraph 6 of this Subscription Agreement. The
Shares may not be offered or sold in the United States unless registered in
accordance with federal securities laws and all applicable state securities laws
or exemptions from such registration requirements are available.
10.
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Legending and
Registration of Subject
Securities
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10.1 The
Subscriber hereby acknowledges that that upon the issuance thereof, and until
such time as the same is no longer required under the applicable securities laws
and regulations, the certificates representing any of the Shares will bear a
legend in substantially the following form:
“NONE OF
THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE
“SUBSCRIPTION AGREEMENT”) RELATES HAVE BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY U.S. STATE
SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE
UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS (AS DEFINED HEREIN)
EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS.”
7
10.2 The
Subscriber hereby acknowledges and agrees to the Company making a notation on
its records or giving instructions to the registrar and transfer agent of the
Company in order to implement the restrictions on transfer set forth and
described in this Subscription Agreement.
11.
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Costs
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11.1 The
Subscriber acknowledges and agrees that all costs and expenses incurred by the
Subscriber (including any fees and disbursements of any special counsel retained
by the Subscriber) relating to the purchase of the Shares shall be borne by the
Subscriber.
12.
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Governing
Law
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12.1 This
Subscription Agreement is governed by the laws of the State of Nevada and the
federal laws of the Canada applicable herein. The Subscriber, in its
personal or corporate capacity and, if applicable, on behalf of each beneficial
purchaser for whom it is acting, irrevocably attorns to the jurisdiction of the
State of Nevada
13.
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Survival
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13.1 This
Subscription Agreement, including without limitation the representations,
warranties and covenants contained herein, shall survive and continue in full
force and effect and be binding upon the parties hereto notwithstanding the
completion of the purchase of the Shares by the Subscriber pursuant
hereto.
14.
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Assignment
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14.1 This
Subscription Agreement is not transferable or assignable.
15.
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Execution
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15.1 The
Company shall be entitled to rely on delivery by facsimile machine of an
executed copy of this Subscription Agreement and acceptance by the Company of
such facsimile copy shall be equally effective to create a valid and binding
agreement between the Subscriber and the Company in accordance with the terms
hereof.
16.
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Severability
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16.1 The
invalidity or unenforceability of any particular provision of this Subscription
Agreement shall not affect or limit the validity or enforceability of the
remaining provisions of this Subscription Agreement.
17.
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Entire
Agreement
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17.1 Except
as expressly provided in this Subscription Agreement and in the agreements,
instruments and other documents contemplated or provided for herein, this
Subscription Agreement contains the entire agreement between the parties with
respect to the sale of the Shares and there are no other terms, conditions,
representations or warranties, whether expressed, implied, oral or written, by
statute or common law, by the Company or by anyone else.
18.
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Notices
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18.1 All
notices and other communications hereunder shall be in writing and shall be
deemed to have been duly given if mailed or transmitted by any standard form of
telecommunication. Notices to the Subscriber shall be directed to the
address on page 2 and notices to the Company shall be directed to it at the
first page of this Subscription Agreement.
8
19. Counterparts
19.1 This
Subscription Agreement may be executed in any number of counterparts, each of
which, when so executed and delivered, shall constitute an original and all of
which together shall constitute one instrument.
9
APPENDIX
1
PROSPECTIVE INVESTOR
SUITABILITY QUESTIONNAIRE
All
capitalized terms herein, unless otherwise defined, have the meanings ascribed
thereto in the Subscription Agreement.
This
Questionnaire is for use by each Subscriber who is a US person (as that term is
defined Regulation S of the United States Securities Act of 1933 (the “1933
Act”)) and has indicated an interest in purchasing Shares of Western Standard
Energy Corp. (the “Company”). The purpose of this Questionnaire is to
assure the Company that each Subscriber will meet the standards imposed by the
1933 Act and the appropriate exemptions of applicable state securities
laws. The Company will rely on the information contained in this
Questionnaire for the purposes of such determination. The Shares will
not be registered under the 1933 Act in reliance upon the exemption from
registration afforded by Section 3(b) and/or Section 4(6) of the 1933
Act. This Questionnaire is not an offer of Shares or any other
securities of the Company in any state other than those specifically authorized
by the Company.
All
information contained in this Questionnaire will be treated as
confidential. However, by signing and returning this Questionnaire,
each Subscriber agrees that, if necessary, this Questionnaire may be presented
to such parties as the Company deems appropriate to establish the availability,
under the 1933 Act or applicable state securities law, of exemption from
registration in connection with the sale of the Shares hereunder.
The
Subscriber covenants, represents and warrants to the Company that it satisfies
one or more of the categories of “Accredited Investors”, as defined by
Regulation D promulgated under the 1933 Act, as indicated
below: (Please initial in the space provide those categories, if any,
of an “Accredited Investor” which the Subscriber satisfies)
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Category
1
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An
organization described in Section 501(c)(3) of the United States Internal
Revenue Code, a corporation, a Massachusetts or similar business trust or
partnership, not formed for the specific purpose of acquiring the Shares,
with total assets in excess of
US $5,000,000;
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Category
2
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A
natural person whose individual net worth, or joint net worth with that
person’s spouse, on the date of purchase exceeds
US $1,000,000;
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Category
3
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A
natural 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 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;
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Category
4
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A
“bank” as defined under Section (3)(a)(2) of the 1933 Act or savings
and loan association or other institution as defined in
Section 3(a)(5)(A) of the 1933 Act acting in its individual or
fiduciary capacity; a broker dealer registered pursuant to Section 15
of the Securities
Exchange Act of 1934 (United States); an insurance company as
defined in Section 2(13) of the 1933 Act; an investment company
registered under the Investment Company Act of
1940 (United States) or a business development company as defined
in Section 2(a)(48) of such Act; a Small Business Investment Company
licensed by the U.S. Small Business Administration under
Section 301(c) or (d) of the Small Business Investment Act
of 1958 (United States); a plan with total assets in excess of
$5,000,000 established and maintained by a state, a political subdivision
thereof, or an agency or instrumentality of a state or a political
subdivision thereof, for the benefit of its employees; an employee benefit
plan within the meaning of the Employee Retirement Income
Security Act of 1974 (United States) whose investment decisions are
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 if the employee benefit plan has total
assets in excess of $5,000,000, or, if a self-directed plan, whose
investment decisions are made solely by persons that are accredited
investors;
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Category
5
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A
private business development company as defined in Section 202(a)(22)
of the Investment
Advisers Act of 1940 (United
States);
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Category
6
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A
director or executive officer of the
Company;
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Category
7
|
A
trust with total assets in excess of $5,000,000, not formed for the
specific purpose of acquiring the Shares, whose purchase is directed by a
sophisticated person as described in Rule 506(b)(2)(ii) under the
1933 Act;
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Category
8
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An
entity in which all of the equity owners satisfy the requirements of one
or more of the foregoing
categories;
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Note that
prospective Subscribers claiming to satisfy one of the above categories of
Accredited Investor may be required to supply the Company with a balance sheet,
prior years’ federal income tax returns or other appropriate documentation to
verify and substantiate the Subscriber’s status as an Accredited
Investor.
If the
Subscriber is an entity which initialled Category 8 in reliance upon the
Accredited Investor categories above, state the name, address, total personal
income from all sources for the previous calendar year, and the net worth
(exclusive of home, home furnishings and personal automobiles) for each equity
owner of the said entity:
The
Subscriber hereby certifies that the information contained in this Questionnaire
is complete and accurate and the Subscriber will notify the Company promptly of
any change in any such information. If this Questionnaire is being
completed on behalf of a corporation, partnership, trust or estate, the person
executing on behalf of the Subscriber represents that it has the authority to
execute and deliver this Questionnaire on behalf of such entity.
IN
WITNESS WHEREOF, the undersigned has executed this Questionnaire as of the
_______ day of February, 2010.
If
a Corporation, Partnership or Other Entity:
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If
an Individual:
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Print
of Type Name of Entity
Signature
of Authorized Signatory
Type
of Entity
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Signature
Print
or Type Name
Social
Security/Tax I.D. No.
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