EXHIBIT-10.1
EXHIBIT-10.1
THIS
PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT RELATES TO AN OFFERING OF SECURITIES
IN
AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN)
PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933,
AS
AMENDED (THE “1933 ACT”).
NONE
OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
(THE
“SUBSCRIPTION AGREEMENT”) RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR
ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED
OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS
(AS
DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S
UNDER
THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933
ACT, OR PURSUANT TO AN AVAILABLE 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. IN ADDITION, HEDGING
TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE
WITH THE 1933 ACT.
CONFIDENTIAL
(Subscribers
Resident in British Columbia or Overseas)
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TO:
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Service
Air Group Inc. (the “Company”)
▇▇▇▇-▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇▇,
▇▇, ▇▇▇▇▇▇
▇▇▇
▇▇▇
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Purchase
of Shares
1. Subscription
1.1 On
the basis of the representations and warranties and subject to the terms
and
conditions set forth herein, the undersigned (the “Subscriber”) hereby
irrevocably subscribes for and agrees to purchase 18,000 shares of common
stock
(the “Shares”) at a price per Share of US$1.00 (such subscription and agreement
to purchase being the “Subscription”), for an aggregate purchase price of
US$18,000 (the “Subscription Proceeds”).
1.2 On
the basis of the representations and warranties and subject to the terms
and
conditions set forth herein, the Company hereby irrevocably agrees to sell
the
Shares to the Subscriber.
1.3 Subject
to the terms hereof, the Subscription will be effective upon its acceptance
by
the Company. The Subscriber acknowledges that the offering of Shares
contemplated hereby is part of a private placement of Shares having an aggregate
subscription level of US$500,000 (the “Offering”). The Offering is not subject
to any minimum aggregate subscription level.
2. Payment
2.1 The
Subscription Proceeds must accompany this Subscription and shall be paid
by
certified cheque or bank draft drawn on a Canadian chartered bank, or a bank
in
the United States reasonably acceptable to the Company, and made payable
and
delivered to the Company. Alternatively, the Subscription Proceeds may be
wired
to the Company or its lawyers pursuant to wiring instructions that will be
provided to the Subscriber upon request. If the funds are wired to the Company’s
lawyers, those lawyers are authorized to immediately deliver the funds to
the
Company.
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 on behalf of the Company. In the event that this Subscription
Agreement is not accepted by the Company for whatever reason, which the Company
expressly reserves the right to do, within 30 days of the delivery of an
executed Subscription Agreement by the Subscriber, this Subscription Agreement,
the Subscription Proceeds (without interest thereon) 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.
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2.3 Where
the Subscription Proceeds are paid to the Company, the Company is entitled
to
treat such Subscription Proceeds as an interest free loan to the Company
until
such time as the Subscription is accepted and the certificates representing
the
Shares have been issued to the Subscriber.
3. Documents
Required from Subscriber
3.1The
Subscriber must complete, sign and return to the Company:
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(a)
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an
executed copy of this Subscription Agreement; and
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(b)
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if
the Subscriber is an “Accredited Investor”, as that term is defined in
Multilateral Instrument 45-103, an Accredited Investor Questionnaire
in
the form attached as Exhibit A (the “Questionnaire”).
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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 applicable
law.
4. Closing
4.1 Closing
of the offering of the Securities (the “Closing”) shall occur on or before
December 31, 2006, or on such other date as may be determined by the Company
(the “Closing Date”).
4.2 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 therefor at any time on or prior to the Closing
Date.
5. Acknowledgements
of Subscriber
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,
directly or indirectly, to U.S. Persons, as that term is defined
in
Regulation S under the 1933 Act (“Regulation S”), except in accordance
with the provisions of Regulation S, pursuant to an effective registration
statement under the 1933 Act, or 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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by
completing the Questionnaire, the Subscriber is representing and
warranting that the Subscriber is an “Accredited Investor”, as the term is
defined in Multilateral Instrument 45-103 adopted by the British
Columbia
Securities Commission;
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(d)
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the
decision to execute this Agreement and acquire the Shares hereunder
has
not been based upon any oral or written representation as to fact
or
otherwise made by or on behalf of the Company, and such decision
is based
entirely upon a review of information (the receipt of which is
hereby
acknowledged) which has been filed by the Company in compliance,
or
intended compliance, with applicable securities legislation (collectively,
the “Public Record”);
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(e)
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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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(f)
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no
securities commission or similar regulatory authority has reviewed
or
passed on the merits of the Shares;
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(g)
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there
is no government or other insurance covering the
Shares;
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(h)
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there
are risks associated with an investment in the Shares, as more
fully
described in certain information forming part of the Public
Record;
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(i)
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the
Company has advised the Subscriber that the Company is relying
on an
exemption from the requirements to provide the Subscriber with
a
prospectus and to sell the Shares through a person registered to
sell
securities under the Securities
Act
(British Columbia) (the “B.C. Act”) and, as a consequence of acquiring the
Shares pursuant to this exemption, certain protections, rights
and
remedies provided by the B.C. Act, including statutory rights of
rescission or damages, will not be available to the
Subscriber;
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(j)
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the
Subscriber has not acquired the Shares as a result of, and will
not itself
engage in, any “directed selling efforts” (as defined in Regulation S
under the ▇▇▇▇ ▇▇▇) in the United States in respect of any of the
Shares
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 any of the Shares;
provided,
however, that the Subscriber may sell or otherwise dispose of any
of the
Shares pursuant to registration thereof under the 1933 Act and
any
applicable state securities laws or under an exemption from such
registration requirements;
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(k)
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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 distribution 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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(l)
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the
books and records of the Company were available upon reasonable
notice for
inspection, subject to certain confidentiality restrictions, by
the
Subscriber during reasonable business hours at its principal place
of
business, and all documents, records and books in connection with
the
distribution of the Shares hereunder have been made available for
inspection by the Subscriber, the Subscriber’s lawyer and/or
advisor(s);
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(m)
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the
Subscriber will indemnify and hold harmless the Company and, where
applicable, its 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, the Questionnaire 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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(n)
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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;
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(o)
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in
addition to resale restrictions imposed under U.S. securities laws,
there
are additional restrictions on the Subscriber’s ability to resell the
Shares under the B.C. Act and Multilateral Instrument 45-102 adopted
by
the British Columbia Securities Commission;
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(p)
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the
Company will refuse to register any transfer of the Shares not
made in
accordance with the provisions of Regulation S, or pursuant to
an
effective registration statement under the 1933 Act or pursuant
to an
available exemption from the registration requirements of the 1933
Act;
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(q)
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the
statutory and regulatory basis for the exemption claimed for the
offer
Shares, although in technical compliance with Regulation S, would
not be
available if the offering is part of a plan or scheme to evade
the
registration provisions of the 1933 Act;
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(r)
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the
Subscriber has been advised to consult the Subscriber’s own legal, tax and
other advisors with respect to the merits and risks of an investment
in
the Shares
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and
with
respect to applicable resale restrictions, and it is solely responsible (and
the
Company is not in any way responsible) for compliance with:
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(i)
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any
applicable laws of the jurisdiction in which the Subscriber is
resident in
connection with the distribution of the Shares hereunder,
and
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(ii)
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applicable
resale restrictions; and
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(s)
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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. Representations,
Warranties and Covenants of the
Subscriber
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(a)
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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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(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
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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(d)
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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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(e)
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if
the Subscriber is resident in British Columbia and is not an Accredited
Investor, the Subscriber is (check
one or more of the following boxes):
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(A)
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a
director, officer, employee or control person of the
Company
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(B)
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a
spouse, parent, grandparent, brother, sister or child of a director,
senior officer or control person of the Company
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(C)
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a
close personal friend of a director, senior officer or control
person of
the Company
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[
X
]
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(D)
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a
close business associate of a director, senior officer or control
person
of the Company
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[
X
]
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(f)
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if
the Subscriber has checked one or more of boxes B, C or D in paragraph
6.1(d) above, the director(s), senior officer(s), or control person(s)
of
the Company with whom the Subscriber has the relationship is
:
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▇▇▇▇▇▇▇
▇▇▇▇▇, VP-Finance
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(Fill
in the name of each director. senior officer and control person which you
have
the above-mentioned relationship with).
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(g)
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the
Subscriber is not a U.S. Person;
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(h)
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the
Subscriber is not acquiring the Shares for the account or benefit
of,
directly or indirectly, any U.S. Person;
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(i)
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the
Subscriber is resident in the jurisdiction set out under the heading
“Name
and Address of Subscriber” on the signature page of this Subscription
Agreement;
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(j)
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the
sale of the Shares to the Subscriber as contemplated in this Subscription
Agreement complies with or is exempt from the applicable securities
legislation of the jurisdiction of residence of the
Subscriber;
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(k)
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the
Subscriber is acquiring the Shares for investment only and not
with a view
to resale or distribution and, in particular, it has no intention
to
distribute either directly or indirectly any of the Shares in the
United
States or to U.S. Persons;
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(l)
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the
Subscriber is outside the United States when receiving and executing
this
Subscription Agreement and is acquiring the Shares as principal
for the
Subscriber’s own account (except for the circumstances outlined in
paragraph 6(o)), for investment purposes only, and not with a view
to, or
for, resale, distribution or fractionalisation thereof, in whole
or in
part, and no other person has a direct or indirect beneficial interest
in
such Shares;
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(m)
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the
Subscriber is not an underwriter of, or dealer in, the common shares
of
the Company, nor is the Subscriber participating, pursuant to a
contractual agreement or otherwise, in the distribution of the
Shares;
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(n)
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the
Subscriber (i) is able to fend for him/her/itself in the Subscription;
(ii) has such knowledge and experience in business matters as to
be
capable of evaluating the merits and risks of its prospective investment
in the Shares; and (iii) 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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(o)
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if
the Subscriber is acquiring the Shares as a fiduciary or agent
for one or
more investor accounts:
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(i)
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the
Subscriber has sole investment discretion with respect to each
such
account and it has full power to make the foregoing acknowledgements,
representations and agreements on behalf of such account,
and
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(ii)
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the
investor accounts for which the Subscriber acts as a fiduciary
or agent
satisfy the definition of an “Accredited Investor”, as the term is defined
Multilateral Instrument 45-103 adopted by the British Columbia
Securities
Commission;
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(p)
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the
Subscriber acknowledges that the Subscriber has not acquired the
Shares as
a result of, and will not itself engage in, any “directed selling efforts”
(as defined in Regulation S under the ▇▇▇▇ ▇▇▇) in the United States
in
respect of any of the Shares 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
any of the Shares; provided, however, that the Subscriber may sell
or
otherwise dispose of any of the Shares pursuant to registration
of any of
the Shares pursuant to the 1933 Act and any applicable state securities
laws or under an exemption from such registration requirements
and as
otherwise provided herein;
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(q)
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the
Subscriber is not aware of any advertisement of any of the Shares;
and
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(r)
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no
person has made to the Subscriber any written or oral
representations:
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(i)
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that
any person will resell or repurchase any of the Shares;
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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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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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7. Acknowledgement
and Waiver
7.1 The
Subscriber has acknowledged that the decision to purchase the Shares was
solely
made on the basis of publicly available information contained in the Public
Record. 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. Legending
of Subject Shares
8.1 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
legends in substantially the following form:
“THESE
SHARES WERE ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S.
PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). ACCORDINGLY, NONE OF THE
SHARES TO WHICH THIS CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER 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 EFFECTIVE REGISTRATION STATEMENT
OR
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. IN ADDITION, HEDGING TRANSACTIONS
INVOLVING THE SHARES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE 1933
ACT.”
“Unless
permitted under securities legislation, the holder of the securities shall
not
trade the securities before the earlier of (i) the date that is 12 months
and a
day after the date the issuer first becomes a reporting issuer in any of
Alberta, British Columbia, Manitoba, Nova Scotia, Ontario, Quebec and
Saskatchewan, if the issuer is a SEDAR filer; and (ii) the date that is 12
months and a day after the later of (A) the distribution date, and (B) the
date
the issuer became a reporting issuer in the local jurisdiction of the purchaser
of the securities that are the subject of the trade.”
8.2 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.
9. Costs
9.1 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.
10. Governing
Law
10.1 This
Subscription Agreement is governed by the laws of the Province of British
Columbia. 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 courts of the Province of
British
Columbia.
11. Survival
11.1 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.
12. Assignment
12.1 This
Subscription Agreement is not transferable or
assignable.
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13. Severability
13.1 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.
14. Entire
Agreement
14.1 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.
15. Notices
15.1 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 Error! Bookmark not defined. and notices to the Company shall be
directed to it at Service Air Group Inc., ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇,
▇▇▇▇▇▇
▇▇▇ ▇▇▇ Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Fax No. (▇▇▇) ▇▇▇-▇▇▇▇.
16. Counterparts
and Electronic Means
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. Delivery of an executed copy
of
this Agreement by electronic facsimile transmission or other means of electronic
communication capable of producing a printed copy will be deemed to be execution
and delivery of this Agreement as of the date hereinafter set
forth.
17. Delivery
Instructions
17.1 The
Subscriber hereby directs the Company to deliver the Share Certificates
to:
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***As
per item 17.3
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(name)
(address)
17.2 The
Subscriber hereby directs the Company to cause the Shares to be registered
on
the books of the Company as follows:
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***As per item 17.3
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(name)
(address)
17.3 Schedule
of Subscriber(s), Full Legal Name, Address, Number of shares subscribed for
and
purchase price:
17.4
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Subscriber
Name
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Subscriber’s
Address
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Number
of Shares
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Purchase
Price
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▇▇▇▇▇▇
▇ ▇▇▇▇
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▇▇▇
▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇.▇. ▇▇▇ ▇▇▇
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1,000
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$1,000.00
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Surjinder
S ▇▇▇▇▇
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▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇.▇. ▇▇▇ ▇▇▇
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4,000
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$4,000.00
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▇▇▇▇▇
▇ ▇▇▇▇▇
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▇▇▇▇
▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇.▇. ▇▇▇ ▇▇▇
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1,000
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$1,000.00
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▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇
▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇.▇. ▇▇▇ ▇▇▇
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1,000
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$1,000.00
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▇▇▇▇▇▇
▇ ▇▇▇▇▇
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▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇.▇. ▇▇▇ ▇▇▇
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1,000
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$4,000.00
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▇▇▇▇▇▇
|
▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇.▇. ▇▇▇ ▇▇▇
|
2,000
|
$2,000.00
|
|
E.▇▇▇▇▇▇▇▇
▇▇▇▇▇▇
|
▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇.▇. ▇▇▇ ▇▇▇
|
5,000
|
$5,000.00
|
|
TOTAL:
|
|
18,000
|
$18,000.00
|
IN
WITNESS WHEREOF
the
Subscriber has duly executed this Subscription Agreement as of the date of
acceptance by the Company;
|
Subscriber
Name
|
Signature
|
|
▇▇▇▇▇▇
▇ ▇▇▇▇
|
/s/
▇▇▇▇▇▇ ▇ ▇▇▇▇
|
|
Surjinder
S ▇▇▇▇▇
|
/s/
Surjinder S ▇▇▇▇▇
|
|
▇▇▇▇▇
▇ ▇▇▇▇▇
|
/s/
▇▇▇▇▇ ▇ ▇▇▇▇▇
|
|
▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇
|
/s/
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
|
|
▇▇▇▇▇▇
▇ ▇▇▇▇▇
|
/s/
▇▇▇▇▇▇ ▇ ▇▇▇▇▇
|
|
▇▇▇▇▇
▇▇▇▇▇▇
|
/s/
▇▇▇▇▇ ▇▇▇▇▇▇
|
|
E.▇▇▇▇▇▇▇▇
▇▇▇▇▇▇
|
/s/
E.▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
|
-
9
-
A
C C E P T A N C E
The
above-mentioned Subscription Agreement in respect of the Shares is hereby
accepted by SERVICE AIR GROUP INC.
DATED
at,
Surrey, BC, Canada the Dec 08, 2006
|
Per:
|
/s/
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (CEO)
|
|
|
|
Authorized
Signatory
|
|
-
11
-
EXHIBIT
A
MULTILATERAL
INSTRUMENT 45-103
ACCREDITED
INVESTOR QUESTIONNAIRE
The
purpose of this Questionnaire is to assure the Company that the undersigned
(the
“Subscriber”) will meet certain requirements for the registration and prospectus
exemptions provided for under Multilateral Instrument 45-103 (“MI 45-103”), as
adopted by the British Columbia Securities Commission and the Alberta Securities
Commission, in respect of a proposed private placement of securities by the
Company (the “Transaction”). The Company will rely on the information contained
in this Questionnaire for the purposes of such determination.
The
undersigned Subscriber covenants, represents and warrants to the Company
that:
|
1.
|
the
Subscriber has such knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risks of
the
Transaction and the Subscriber is able to bear the economic risk
of loss
arising from such Transaction;
|
|
|
2.
|
the
Subscriber satisfies one or more of the categories of “accredited
investor” (as that term is defined in MI 45-103) indicated below (please
check the appropriate box):
|
|
|
|
o
|
an
individual who beneficially owns, or who together with a spouse
beneficially own, financial assets (as defined in MI 45-103) having
an
aggregate realizable value that, before taxes but net of any related
liabilities, exceeds CDN.$1,000,000;
|
|
|
o
|
an
individual whose net income before taxes exceeded CDN.$200,000
in each of
the two more recent years or whose net income before taxes combined
with
that of a spouse exceeded $300,000 in each of those years and who,
in
either case, has a reasonable expectation of exceeding the same
net income
level in the current year;
|
|
|
o
|
an
individual registered or formerly registered under the Securities
Act (British
Columbia), or under securities legislation in another jurisdiction
of
Canada, as a representative of a person or company registered under
the
Securities
Act
(British Columbia), or under securities legislation in another
jurisdiction of Canada, as an adviser or dealer, other than a limited
market dealer registered under the Securities
Act
(Ontario);
|
|
|
o
|
a
Canadian financial institution as defined in National Instrument
14-101,
or an authorized foreign bank listed in Schedule III of the Bank
Act
(Canada);
|
|
|
o
|
the
Business Development Bank of Canada incorporated under the Business
Development Bank Act
(Canada);
|
|
|
o
|
an
association under the Cooperative
Credit Associations Act
(Canada) located in Canada;
|
|
|
o
|
a
subsidiary of any company referred to in any of the foregoing categories,
where the company owns all of the voting securities of the subsidiary,
except the voting securities required by law to be owned by directors
of
that subsidiary;
|
|
|
o
|
a
person or company registered under the Securities
Act
(British Columbia), or under securities legislation of another
jurisdiction of Canada, as an adviser or dealer, other than a limited
market dealer registered under the Securities
Act
(Ontario);
|
|
|
o
|
a
pension fund that is regulated by either the Office of the Superintendent
of Financial Institutions (Canada) or a provincial pension commission
or
similar regulatory authority;
|
-
12
-
|
o
|
an
entity organized in a foreign jurisdiction that is analogous
to any of the
entities referred to in any of the foregoing categories in form
and
function;
|
|
|
o
|
the
government of Canada or a province, or any crown corporation
or agency of
the government of Canada or a province;
|
|
|
o
|
a
municipality, public board or commission in Canada;
|
|
|
o
|
a
national, federal, state, provincial, territorial or municipal
government
of or in any foreign jurisdiction, or any agency
thereof;
|
|
|
o
|
a
registered charity under the Income
Tax Act
(Canada);
|
|
|
o
|
a
corporation, limited partnership, limited liability partnership,
trust or
estate, other than a mutual fund or non-redeemable investment
fund, that
had net assets of at least CDN.$5,000,000 as reflected on its
most
recently prepared financial statements;
|
|
|
o
|
a
mutual fund or non-redeemable investment fund that, in British
Columbia,
distributes it securities only to persons or companies that are
accredited
investors;
|
|
|
o
|
a
mutual fund or non-redeemable investment fund that, in British
Columbia,
distributes its securities under a prospectus for which a receipt
has been
issued by the executive director of the British Columbia Securities
Commission; or
|
|
|
o
|
a
person or company in respect of which all of the owners of interests,
direct or indirect, legal or beneficial, are persons or companies
that are
accredited investors.
|
The
Subscriber acknowledges and agrees that the Subscriber may be required by
the
Company to provide such additional documentation as may be reasonably required
by the Company and its legal counsel in determining the Subscriber’s eligibility
to acquire the Shares under relevant Legislation.
IN
WITNESS WHEREOF, the undersigned has executed this Questionnaire as of the
________ day of __________________, 2006.
|
If
a Corporation, Partnership or Other Entity:
|
If
an Individual:
|
|
Print
or Type Name of Entity
|
Signature
|
|
Signature
of Authorized Signatory
|
Print
or Type Name
|
Type
of
Entity