SUBSCRIPTION & REGISTRATION RIGHTS AGREEMENT FOR COMMON SHARES
Exhibit
10.1
SUBSCRIPTION
& REGISTRATION RIGHTS AGREEMENT
FOR
COMMON SHARES
|
TO:
|
Triangle
Petroleum Corporation (the “Corporation”)
|
|
AND
TO:
|
▇▇▇▇▇▇▇
▇▇▇▇ & Company
L.L.C.
|
|
Number
of Common Shares:
|
|||||
|
Aggregate
Subscription Price (U.S.): $
|
|||||
|
(Name
of Subscriber − please print)
|
|||||
|
By:
|
Deliver the Common Shares as set forth
below:
|
||||
| (Authorized Signature) | |||||
|
(Name)
|
|||||
|
(Official
Capacity or Title − please print)
|
(Account
Reference, if applicable))
|
||||
|
(Please
print name of individual whose signature appears above if different than
the name of the subscriber printed above.)
|
(Contact
Name)
|
||||
|
(Address,
including ZIP or Postal code)
|
|||||
|
(Subscriber’s
Address, including ZIP or Postal code)
|
|||||
|
Register the Common Shares as set forth
below:
|
|||||
|
(Telephone
Number)
|
(E-Mail
Address)
|
(Name)
|
|||
|
(Taxpayer
Identification Number)
|
(Account
reference, if applicable
|
||||
|
(Address,
including ZIP or Postal
code)
|
|||||
ACCEPTANCE: The Corporation
hereby accepts the subscription as set forth above on the terms and conditions
contained in this Subscription Agreement.
|
Dated:
_________________________, 2010
|
|
|
TRIANGLE
PETROLEUM CORPORATION
|
Subscription
No:
|
|
By:
|
Title:
|
1
TERMS
AND CONDITIONS OF SUBSCRIPTION FOR
COMMON
SHARES OF
TRIANGLE
PETROLEUM CORPORATION
Terms
of the Offering
1. The
Subscriber acknowledges (on its own behalf and, if applicable, on behalf of each
person on whose behalf the Subscriber is contracting) that this subscription is
subject to rejection or allotment by the Corporation in whole or in
part.
2. The
Subscriber acknowledges (on its own behalf and, if applicable, on behalf of each
person on whose behalf the Subscriber is contracting) that:
|
(a)
|
the
Common Shares subscribed for by it hereunder form part of a larger
issuance and sale by the Corporation of up to 3,000,000 Common Shares at
an issue price of $0.43 (U.S.) per Common Share on a best efforts marketed
offering basis by ▇▇▇▇▇▇▇ Rice & Company L.L.C. (the “Agent”) and co-placement
agents Canaccord Genuity and ▇▇▇▇▇▇▇▇▇ Capital Partners, LLC (the “Offering”);
and
|
|
(b)
|
the
Offering is not subject to any minimum subscription level, and therefore,
any funds invested are available to the Corporation and will be paid to
the Corporation on the Closing
Date.
|
Definitions
3. The
following terms, as used herein, have the following meanings:
|
(a)
|
“1933 Act” means the U.S.
Securities Act of 1933, as amended.
|
|
(b)
|
"Canadian Securities Laws" means
the securities laws, regulations and rules, and the blanket rulings,
policies and written interpretations of and multilateral or national
instruments adopted by the Ontario Securities Commission and the rules and
policies of the TSX Venture
Exchange.
|
|
(c)
|
“Prospectus” means the
prospectus or prospectuses forming a part of, or deemed to form a part of,
or included in, or deemed included in, any Registration Statement, as
amended or supplemented by any prospectus supplement with respect to the
terms of the offering of any portion of the Registrable Shares covered by
such Registration Statement and by all other amendments and supplements to
the prospectus, including post-effective amendments and all material
incorporated by reference in such prospectus or
prospectuses.
|
|
(d)
|
“Registrable Shares”
means Common Shares purchased by the Subscriber in the Offering that do
not bear a restrictive legend.
|
|
|
(e)
|
“Registration
Statement” means any registration statement
under the 1933 Act of the Corporation that covers any of the Registrable
Shares pursuant to the provisions of this Agreement, including the
Prospectus, amendments and supplements to such Registration Statement,
including post-effective amendments, all exhibits and all materials
incorporated by reference in such Registration
Statement.
|
Registration
Rights
4. If
the Corporation proposes to publicly sell or register for sale any of its Common
Shares for its own account or for the account of any stockholder of the
Corporation (other than in connection with the repurchase, redemption,
acquisition or retirement of capital stock of the Corporation) pursuant to a
registration statement under the 1933 Act (other than a registration statement
on Form S-8 or on Form S-4 or any similar successor forms thereto) on or before
the six month anniversary of the closing of the Offering (a “Piggyback Registration”), the
Corporation shall give written notice to the Subscriber of its intention to
effect such sale or registration at least 15 days prior the effectiveness of
such Registration Statement and, subject to Section 5, shall include in such
transaction all Registrable Shares with respect to which the Corporation has
received a written request from the Subscriber for inclusion therein within 5
days after the receipt of the Corporation’s notice. The failure of
the Subscriber to respond to such notice shall be deemed a waiver of the
Subscriber’s rights to participate in the proposed Piggyback
Registration. The Corporation shall have no obligation to offer the
Subscriber the right to participate in more than one Piggyback Registration for
which the related Registration Statement becomes effective; provided, however,
if the number of Registrable Shares included in the Registration Statement is
cutback pursuant to Section 5 below, the Corporation shall be required to allow
the Subscriber to participate in such additional Piggyback Registrations during
such six month period as is necessary to include all of the Registrable
Shares. The Corporation may postpone or withdraw the filing or the
effectiveness of a Piggyback Registration at any time in its sole
discretion.
2
5. If
a Piggyback Registration is initiated as an underwritten offering, and the
managing underwriter advises the Corporation that in its good faith opinion the
number of securities requested to be included in such registration exceeds the
number that can be sold in such offering without having a material adverse
effect on such offering, including the price at which such securities can be
sold, then the Corporation shall include in such registration the maximum number
of shares that such underwriter advises can be so sold without having such
effect, allocated (i) first, to the securities the Corporation proposes to sell,
(ii) second, pro rata among the subscribers who purchased shares of common stock
in the Corporation in the private offering which closed on March 16, 2010 (the
“March Offering”) based
on the number of Registrable Shares (as defined in the subscription and
registration rights agreements entered into in connection with the March
Offering) requested to be included by each such subscriber, (iii) third, pro
rata among the Subscriber and the other subscribers purchasing shares of Common
Stock in the Offering based upon the number of Registrable Shares requested to
be included by the Subscriber and each other subscriber, and (iii) fourth, among
other securities requested to be included in such registration by other security
holders of the Corporation on such basis as such holders may agree among
themselves and the Corporation. Notwithstanding the foregoing, the
subscribers described in clause (ii) above shall not have any piggyback
registration rights with respect to the shares purchased in the March Offering
after the expiration of such rights in accordance with the terms of the
subscription and registration rights agreements entered into in connection with
the March Offering.
6. In
connection with the registration and sale of Registrable Shares pursuant to this
Subscription Agreement, the Corporation shall:
|
(a)
|
a
reasonable time before filing a Registration Statement or Prospectus or
any amendments or supplements thereto (including any prospectus supplement
for a shelf takedown) in which the Subscriber is named, furnish to the
Subscriber copies of such Registration Statement or Prospectus or
supplement thereto (including any prospectus supplement for a shelf
takedown) proposed to be filed, and the Subscriber shall have the
opportunity to review and comment thereon, and the Corporation shall
consider such changes in good faith prior to filing any such
document;
|
|
(b)
|
furnish
to the Subscriber such number of copies of such Prospectus (including each
preliminary Prospectus and Prospectus supplement) and such other documents
as the Subscriber may reasonably request in order to facilitate the
disposition of the Registrable Shares, provided, however, that the
Corporation shall have no such obligation to furnish copies of a final
Prospectus if the conditions of Rule 172(c) under the 1933 Act are
satisfied by the Corporation;
|
|
(c)
|
use
commercially reasonable best efforts to register or qualify such
Registrable Shares under such other securities or blue sky laws of U.S.
federal or state jurisdictions as the Subscriber reasonably requests and
do any and all other acts and things that may be reasonably necessary or
advisable to enable the Subscriber to consummate the disposition in such
jurisdictions of the Registrable Shares (provided, that the Corporation
will not be required to (1) qualify generally to do business in any
jurisdiction where it would not otherwise be required to qualify but for
this Section 6(c), (2) subject itself to taxation in any such jurisdiction
or (3) consent to general service of process in any such
jurisdiction);
|
|
(d)
|
notify
the Subscriber, at any time when a Prospectus relating thereto is required
to be delivered under the 1933 Act, of the occurrence of any event as a
result of which any Prospectus contains an untrue statement of a material
fact or omits any material fact necessary to make the statements therein
not misleading;
|
|
(e)
|
make
available for inspection by the Subscriber, and any attorney, accountant
or other agent retained by the Subscriber, all financial and other
records, pertinent corporate documents and properties of the Corporation,
and cause the Corporation’s officers, directors, employees and independent
accountants to supply all information reasonably requested by the
Subscriber, attorney, accountant or agent in connection with such
Registration Statement;
|
|
(f)
|
promptly
notify the Subscriber:
|
|
|
(i)
|
when
the Registration Statement, any pre-effective amendment, the Prospectus or
any Prospectus supplement or post-effective amendment to the Registration
Statement has been filed and, with respect to the Registration Statement
or any post-effective amendment, when the same has become
effective;
|
|
|
(ii)
|
of
any written request by the SEC for amendments or supplements to the
Registration Statement or any Prospectus or of any inquiry by the SEC
relating to the Registration
Statement;
|
|
|
(iii)
|
of
the notification to the Corporation by the SEC of its initiation of any
proceeding with respect to the issuance by the SEC of any stop order
suspending the effectiveness of the Registration Statement;
and
|
|
|
(iv)
|
of
the receipt by the Corporation of any notification with respect to the
suspension of the qualification of any Registrable Shares for sale under
the applicable securities or blue sky laws of any
jurisdiction;
|
|
(g)
|
during
the period when the Prospectus is required to be delivered under the 1933
Act, use its reasonable best efforts to promptly file all documents
required to be filed with the SEC, including pursuant to Sections 13(a),
13(c), 14, or 15(d) of the U.S. Securities Exchange Act of 1934, as
amended; and
|
3
|
(h)
|
otherwise
use its reasonable best efforts to comply with all applicable rules and
regulations of the SEC as in effect from time to
time.
|
7. The
Corporation shall not, from the date of this Subscription Agreement until after
the six month anniversary of the closing of the Offering, grant any registration
rights which conflict with or impair, or have any priority over, the
registration rights granted hereby.
8. The
Corporation may require the Subscriber to furnish to the Corporation any other
information regarding the Subscriber and the distribution of such securities as
the Corporation reasonably determines is required to be included in any
Registration Statement and the failure of Subscriber to provide such information
shall be deemed to be a waiver of its right to participate in the Piggyback
Registration.
9. The
Subscriber agrees that, upon notice from the Corporation of the happening of any
event as a result of which the Prospectus included (or deemed included) in such
Registration Statement contains an untrue statement of a material fact or omits
any material fact necessary to make the statements therein not misleading (a
“Suspension Notice”),
the Subscriber will forthwith discontinue disposition of Registrable Shares
pursuant to such Registration Statement until the Subscriber is advised in
writing by the Corporation that the use of the Prospectus may be resumed and is
furnished with a supplemented or amended Prospectus.
10.
Except as provided below in this Section 10, the expenses incurred by the
Corporation in connection with registration and filing fees, printing and
delivery expenses, accounting fees, fees and disbursements of counsel to the
Corporation, consultant and expert fees, premiums for liability insurance, if
the Corporation chooses to obtain such insurance, obtained in connection with a
Registration Statement filed to effect such compliance, and all expenses,
including counsel fees, of complying with any state securities laws, shall be
paid by the Corporation. All fees and disbursements of any counsel,
experts, or consultants employed by the Subscriber shall be borne by the
Subscriber. The Subscriber agrees that any selling commissions or discounts
payable to any underwriter or broker of securities to be sold by the Subscriber
shall be borne by the Subscriber. The obligations of the Corporation
and the Subscriber for the expenses described in this Section 10 shall apply
irrespective of whether any sales of Registrable Securities ultimately take
place.
Option
11.
In the event that the Company desires to issue or sale in a private placement or
registered public offering any shares of common stock or other equity securities
of the Company on or before the six month anniversary of the closing of the
Offering, the Subscriber shall have the option to purchase such shares of common
stock or other equity securities from the Company in connection with and on the
same terms as any such proposed issuance or sale in a pro rata proportion to the
Subscriber’s fully diluted shares of common stock. The “pro rata
proportion” is the ratio of (a) the number of shares of outstanding common stock
or other equity securities that the Subscriber owns before the issuance or sale,
to (b) the total number of outstanding shares of common stock or other equity
securities. The timing of exercising such option, the terms of
exercise and the timing of the closing of any purchase thereof shall be
determined for each issuance or sale of shares of common stock or other equity
securities by the board of directors of the Company in good faith and shall be
conveyed to the Subscriber in writing in connection with the notice of such
issuance or sale of shares of common stock or such other equity securities.
Notwithstanding the foregoing, the Subscriber shall not be entitled to any
option with respect to the issuance or sale of common stock or other equity
securities in connection with any merger or acquisition of another unaffiliated
business or entity by the Company approved by the board of directors of the
Company.
Representations,
Warranties and Covenants by Subscriber
12.
The Subscriber (on its own behalf and, if applicable, on behalf of each person
on whose behalf the Subscriber is contracting) represents, warrants and
covenants to the Corporation and the Agent and their respective counsels (and
acknowledges that the Corporation and the Agent and their respective counsels
are relying thereon) that both at the date hereof and at the Closing Time (as
defined in Section 21 herein):
|
(a)
|
Subscriber
(i) has been advised that trading in the Common Shares will be subject to
various limitations and holding periods for at least six months under the
securities laws of the United States and at least four months under
Canadian Securities Laws. as applicable; (ii) has been independently
advised as to restrictions with respect to trading in the Common Shares
imposed by applicable securities legislation in the jurisdiction in which
it resides; and (iii) confirms that no representation has been made to it
by or on behalf of the Corporation with respect
thereto. Subscriber further acknowledges that it is aware of
the characteristics of the Common Shares, the risks relating to an
investment therein, and of the fact that it may not be able to resell the
Common Shares except in accordance with limited exemptions under
applicable securities legislation and regulatory policy until expiry of
the applicable restricted period and compliance with the other
requirements of applicable law and the terms of this Subscription
Agreement.
|
4
|
(b)
|
The
Confidential Private Placement Memorandum of the Corporation dated July
28, 2010 (the “PPM”) and the documents
listed on Exhibit
3 hereto (the “SEC
Documents” and, together with the PPM, the “Disclosure Documents”)
have been previously made available to or were accessible by
Subscriber. Other than the Disclosure Documents, Subscriber
does not have any need to receive any offering memorandum, any prospectus,
sales or advertising literature, or any other document describing or
purporting to describe the business and affairs of the Corporation which
has been prepared for delivery to, and review by, prospective purchasers
in order to assist it in making an investment decision in respect of the
Common Shares.
|
|
(c)
|
Subscriber
is, and at all times since the Subscriber received a copy of the
Disclosure Documents, was, a resident of and was offered the Common Shares
in the jurisdiction set forth as the “Subscriber’s Address” under its
signature on the face page of this Subscription Agreement; if the state or
province of his or her principal residence, or the state or province of
its principal office or principal place of business, changes, or his, her
or its address changes in any other respect, before the consummation of
his, her or its purchase of the Common Shares subscribed for under this
Subscription Agreement, he, she or it will promptly notify the
Corporation, and if the change in the state or province of his or her
principal residence, or its principal office or principal place of
business, is to a state or province in which an offer and/or sale of the
Common Shares is prohibited by applicable law, any offer to sell Common
Shares to him, her or it made before notification of the change in the
state or province of his or her principal residence, or its principal
office or principal place of business, shall be deemed retracted and he,
she or it shall cease to be entitled to purchase Common Shares pursuant to
such offer.
|
|
(d)
|
Subscriber
acknowledges that:
|
|
|
(i)
|
the
Common Shares in this Offering have not been approved or disapproved by
the SEC, the Ontario Securities Commission, any state or Canadian
provincial securities commission or any other regulatory authority, nor
has the SEC, the Ontario Securities Commission, any state or Canadian
provincial securities commission or any other regulatory authority passed
upon the accuracy or adequacy of any Disclosure Documents or any
representations of the Corporation and any representation to the contrary
is a criminal offense;
|
|
|
(ii)
|
there
is no government or other insurance covering the Common
Shares;
|
|
|
(iii)
|
the
Common Shares are a speculative investment that involves a high degree of
risk of loss of entire investment;
|
|
|
(iv)
|
except
as provided under Section 4, the Corporation has not undertaken, and will
have no obligation, to register the transfer of any of the Common Shares
under the 1933 Act or under Canadian Securities Laws;
and
|
|
|
(v)
|
except
to the extent sold pursuant to a Piggyback Registration, the Common Shares
shall not be resold until after the expiration of the applicable
“restricted” period attaching to such Common Shares under all applicable
securities laws, unless sold pursuant to an exemption under all applicable
securities laws, and the certificates evidencing the Common Shares which
it shall receive will bear a legend referring to such restrictions on
resale and neither the Corporation nor any transfer agent of the
Corporation will register any transfers of such Common Shares not made in
compliance with such restrictions on
resale.
|
|
(e)
|
Subscriber
is purchasing the Common Shares directly from the Corporation pursuant to
Regulation D promulgated under the 1933 Act or pursuant to Canadian
Securities Laws, and:
|
|
|
(i)
|
This
Subscription Agreement has been duly and validly authorized, executed and
delivered by and constitutes a legal, valid, binding and enforceable
obligation of the Subscriber, except (i) as limited by applicable
bankruptcy, insolvency, reorganization, moratorium, and other laws of
general application affecting enforcement of creditors’ rights generally,
(ii) as limited by laws relating to the availability of specific
performance, injunctive relief, or other equitable remedies, and (iii) to
the extent the indemnification provisions contained herein may be limited
by applicable U.S. federal or state securities laws or Canadian Securities
Laws;
|
|
|
(ii)
|
Subscriber
understands and acknowledges that the Common Shares have not been
registered under the 1933 Act, any applicable state securities laws, or
Canadian Securities Laws, and that the sale contemplated hereby is being
made in reliance on:
|
|
|
(1)
|
a
private placement exemption to certain “accredited investors” as defined
in Rule 501(a)(1), (2), (3), (5) or (7) of Regulation D under the 1933 Act
(“U.S. Accredited Investors”)
and similar exemptions under state law. Accordingly, the Common Shares
will be “restricted securities” within the meaning of Rule 144 under the
1933 Act, and therefore may not be offered or sold by it, directly or
indirectly, in the United States without registration under United States
federal and, if not preempted, state securities laws, except in compliance
with Section 12(e)(v), and the Subscriber understands that the
certificates representing the Common Shares issued to it will contain a
legend in respect of such restrictions which is set out in (vi) below;
or
|
5
|
|
(2)
|
the
fact that the Subscriber (a) is resident in the province of Ontario; (b)
is purchasing the Common Shares with the benefit of the prospectus
exemption provided by Section 2.3 of National Instrument 45-106 –
Prospectus Exempt Distributions (“NI 45-106”) (that
is, such subscriber is purchasing as principal and is an “accredited
investor” within the meaning of Section 1.1 of NI 45-106); and is either
purchasing the Common Shares as principal for its own account, or is
deemed to be purchasing the Common Shares as principal for its own account
in accordance with applicable Canadian Securities Laws ("Canadian Accredited
Investors"); (c) if the Subscriber is a Canadian Accredited
Investor in reliance on paragraph (m) of the definition of
“accredited investor” in section 1.1 of NI 45-106, was not created or used
solely to purchase or hold securities as an accredited investor under that
paragraph (m); and (d) understands that the certificates representing
the Common Shares issued to it will contain a legend in respect of such
restrictions which is set out in (vii)
below.
|
|
|
(iii)
|
Subscriber
has been offered the opportunity to ask questions and receive answers
concerning the terms and conditions of the Offering and to obtain any
information the Subscriber deems necessary to verify the accuracy of any
information regarding the Corporation and has had access to such
additional information, if any, concerning the Corporation as it has
considered necessary in connection with its investment decision to invest
in the Common Shares;
|
|
|
(iv)
|
Subscriber
has a pre-existing personal or business relationship with the Corporation,
the Agent, Canaccord Genuity, ▇▇▇▇▇▇▇▇▇ Capital Partners, LLC or one of
their respective officers, directors or controlling persons, or by reason
of the Subscriber’s business or financial experience, has such knowledge
and experience in financial and business matters as to be capable of
evaluating the merits and risks of its investment in the Common Shares and
is able to bear the economic risks of such investment and can be
reasonably assumed to have the capacity to protect his, her or its
own interests in connection with the transaction contemplated by this
Subscription Agreement;
|
|
|
(v)
|
Unless
the Common Shares are subject to an effective registration statement, the
Subscriber agrees that it will not sell, transfer or otherwise dispose of
or encumber the Common Shares unless prior to any such sale, transfer,
disposition or encumbrance, the Subscriber will, if requested, furnish the
Corporation and its transfer agent with an opinion of counsel satisfactory
to the Corporation in form and substance that registration under the 1933
Act, applicable state securities laws or Canadian Securities Laws is not
required;
|
|
|
(vi)
|
Subscriber
understands that upon the original issuance thereof, and until such time
as the same is no longer required under applicable requirements of the
1933 Act or state securities laws, the certificates representing the
Common Shares, and all certificates issued in exchange therefor or in
substitution thereof, shall bear on the face of such certificates the
following legend:
|
THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”) OR UNDER THE SECURITIES LAWS OF ANY
STATE. THEY MAY NOT BE SOLD, OFFERED FOR SALE OR HYPOTHECATED IN THE
ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES
UNDER SUCH ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY
THAT SUCH REGISTRATION IS NOT REQUIRED PURSUANT TO A VALID EXEMPTION THEREFROM
UNDER THE SECURITIES ACT.
provided,
that if (i) it is not an “affiliate” (as defined in Rule 405 under the ▇▇▇▇ ▇▇▇)
of the Corporation, (ii) it has not been such an affiliate in the preceding 90
days, and (iii) at least six months (or such other period as may be required
under Rule 144 or any successor rule) have elapsed since the later of the date
the Common Shares were acquired from the Corporation or from an affiliate of the
Corporation, then the above legend may be removed from any certificates
representing such Common Shares held by it by delivery to the Corporation of an
opinion of counsel of recognized standing reasonably satisfactory to the
Corporation, to the effect that any such Common Shares held by it may be sold
pursuant to Rule 144 (or any successor rule) of the 1933 Act and such legend is
no longer required under applicable requirements of the 1933 Act or state
securities laws;
|
|
(vii)
|
Subscriber
understands that upon the original issuance thereof, and until such time
as the same is no longer required under Canadian Securities Laws, the
certificates representing the Common Shares issued in reliance on Section
12(e)(ii)(2) above, and all certificates issued in exchange therefor or in
substitution thereof, shall bear on the face of such certificates the
following legend:
|
6
UNLESS
PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT
TRADE THE SECURITY BEFORE THE DATE THAT IS FOUR MONTHS AND A DAY AFTER THE
CLOSING DATE.
|
|
(viii)
|
Additionally,
the Subscriber is aware that the certificates representing the Common
Shares will be endorsed with a legend setting out resale restrictions
pursuant to policies of the TSX Venture Exchange in substantially the
following form:
|
WITHOUT
PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL
APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS
CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR
THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO
OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL THE DATE THAT IS FOUR MONTHS AND
A DAY AFTER THE CLOSING DATE.
|
|
(ix)
|
Subscriber
is either a U.S. Accredited Investor as set forth in Exhibit 1 or a Canadian
Accredited Investor as set forth in Exhibit 2 hereto, is not
a broker-dealer or an affiliate of a broker-dealer, and is acquiring the
Common Shares as principal for its own account for investment, and not
with a view to any resale, distribution or other disposition of the Common
Shares, in violation of United States securities laws or Canadian
Securities Laws, as applicable; the Subscriber has no contract,
undertaking, agreement or arrangement with any person to sell, transfer,
assign or pledge to such person or anyone else all or any part of the
Common Shares for which the Subscriber hereby subscribes, and the
Subscriber has no plans or intentions to enter into any such contract,
undertaking or arrangement;
|
|
|
(x)
|
Subscriber
has concurrently executed and delivered Exhibit 1 or Exhibit 2, as
applicable, with this Subscription Agreement which Exhibit is incorporated
into and forms a part of this Subscription
Agreement;
|
|
|
(xi)
|
the
financial condition of the Subscriber is such that he, she or it (i) has
no need for liquidity with respect to his, her or its investment in the
Common Shares to satisfy any existing or contemplated undertaking or
indebtedness, and he, she or it has no need for a current return on his,
her or its investment in the Common Shares; and (ii) is able to bear the
economic risk of his, her or its investment in the Common Shares for an
indefinite period of time, including the risk of losing all of his, her or
its investment, and the loss of his, her or its entire investment in the
Common Shares would not materially adversely affect the standard of living
of the Subscriber or his or her family;
and
|
|
|
(xii)
|
all
information that the Subscriber has provided in this Subscription
Agreement concerning the Subscriber and his, her or its financial
condition is correct and complete as of the date set forth on its
executed Exhibit 1
or Exhibit 2, as
applicable, and if there should be any material change in such information
prior to the acceptance of the Subscriber’s subscription for the Common
Shares subscribed for under this Subscription Agreement, the Subscriber
will immediately so notify the
Corporation.
|
|
(f)
|
Subscriber
understands and acknowledges that the Corporation has the right to
instruct the transfer agent for the Common Shares not to record a transfer
by any person in the United States or Canada without first being notified
by the Corporation that it is satisfied that such transfer is exempt from
or not subject to registration under the 1933 Act and any applicable state
securities laws or exempt from any Canadian Securities Laws, as
applicable.
|
|
(g)
|
Subscriber
acknowledges that it has not purchased the Common Shares as a result of
any general solicitation or general advertising, as such terms are defined
in Regulation D under the 1933 Act, including, without limitation,
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.
|
|
(h)
|
Except
as provided herein, no person has made to the Subscriber any written or
oral representation:
|
|
|
(i)
|
that
any person will resell or repurchase the Common
Shares;
|
|
|
(ii)
|
that
any person will refund the purchase price of the Common Shares;
or
|
|
|
(iii)
|
as
to the future price or value of the Common Shares or future performance of
the Corporation.
|
|
|
(i)
|
Subscriber
understands and acknowledges that the Corporation (i) is not presently,
nor is the Corporation under any obligation to become, a “foreign private
issuer,” as such term is defined in Regulation S of the 1933 Act and (ii)
because the Corporation is not a foreign private issuer, the 1933 Act
restricts the offer, sale or transfer of the Common Shares both within and
outside of the United States, as set forth in this Subscription
Agreement.
|
7
|
|
(j)
|
In
the case of a subscription by Subscriber for Common Shares acting as agent
for a disclosed principal, it is duly authorized to execute and deliver
this Subscription Agreement and all other necessary documentation in
connection with such subscription on behalf of such principal and this
Subscription Agreement has been duly authorized, executed and delivered by
or on behalf of, and constitutes a legal, valid, binding and enforceable
agreement of, such principal, except (i) as limited by applicable
bankruptcy, insolvency, reorganization, moratorium, and other laws of
general application affecting enforcement of creditors’ rights generally,
(ii) as limited by laws relating to the availability of specific
performance, injunctive relief, or other equitable remedies, and (iii) to
the extent the indemnification provisions contained herein may be limited
by applicable U.S. federal or state securities laws or Canadian Securities
Laws.
|
|
(k)
|
In
making the proposed investment decision, Subscriber is relying solely on
investigations made by the Subscriber and not on the Corporation, the
Agent or their respective counsels for an evaluation of the investment,
tax and legal merits and consequences of purchasing and owning the Common
Shares, and Subscriber acknowledges that the Disclosure Documents are the
only information provided to the Subscriber by the Corporation and that
the Subscriber is not relying on any other information in making the
proposed investment decision.
|
|
|
(l)
|
Subscriber
acknowledges that the Corporation's counsel and the Agent's counsel are
acting as counsel to the Corporation and the Agent, respectively, and not
as counsel to the Subscriber.
|
|
(m)
|
Subscriber
understands, acknowledges and is aware that the Common Shares are being
offered for sale only on a “private placement” basis and that the sale and
delivery of the Common Shares is conditional upon such sale being exempt
from the requirements under securities legislation of the United States or
Canadian Securities Laws, as applicable, as to the filing of a prospectus
or delivery of an offering memorandum or upon the issuance of such orders,
consents or approvals as may be required to permit such sale without the
filing of a prospectus or delivering an offering memorandum and, as a
consequence (i) it is restricted from using most of the civil remedies
available under securities legislation; (ii) it may not receive
information that would otherwise be required to be provided to it
under securities legislation; and (iii) the Corporation is relieved from
certain obligations that would otherwise apply under securities
legislation.
|
|
(n)
|
If
required by applicable securities legislation, regulations, rules,
policies or orders of the United States or by any Canadian Securities
Laws, securities commission, stock exchange or other regulatory authority,
the Subscriber will execute, deliver, file and otherwise assist the
Corporation in filing, such reports, undertakings and other documents with
respect to the issue of the Common Shares, including, without limitation,
a duly completed copy of
Exhibit 1 or Exhibit 2, as
applicable.
|
|
(o)
|
The
acquisition of the Common Shares hereunder by the Subscriber will not
result in the Subscriber becoming a “control person” as defined under
applicable securities laws.
|
|
(p)
|
The
entering into of this Subscription Agreement and the completion of the
transactions contemplated hereby do not and will not result in a violation
of any of the terms or provisions of any law applicable to the Subscriber,
or if the Subscriber is not a natural person, any of the Subscriber’s
organizational documents, or any agreement to which the Subscriber is a
party or by which it is bound.
|
|
(q)
|
The
Subscriber acknowledges that it has been encouraged to obtain independent
legal, income tax and investment advice with respect to its subscription
for the Common Shares and accordingly, has had the opportunity to acquire
an understanding of the meanings of all terms contained herein relevant to
the Subscriber for purposes of giving representations, warranties and
covenants under this Subscription
Agreement.
|
|
(r)
|
The
Corporation is entitled to rely on the representations and warranties and
the statements and answers of the Subscriber contained in this
Subscription Agreement (including Exhibit 1 or Exhibit 2, as
applicable), and the Subscriber will hold harmless the Corporation from
any loss or damage it may suffer as a result of the Subscriber’s failure
to correctly complete this Subscription Agreement (including Exhibit 1 or Exhibit 2, as
applicable).
|
Representations
and Warranties of the Corporation
13.
The Corporation represents and warrants, as of the date of this Subscription
Agreement and the Closing Date, to the Subscriber, that:
|
(a)
|
Each
of the Corporation and its subsidiaries is a corporation, limited
liability company, partnership or other entity and is duly organized and
validly existing in good standing under the laws of the jurisdiction in
which it is organized, and is duly qualified to do business as a
foreign corporation in all jurisdictions in which the failure to be so
qualified would materially and adversely affect the business or financial
condition, properties or operations of the Corporation (a “material adverse
effect”). Each of the Corporation and its subsidiaries has all
requisite corporate, partnership, limited liability company or other
organizational power and authority (i) to own and lease the properties and
assets it currently owns and leases (if any) and it contemplates owning
and leasing and (ii) to conduct its activities as such activities (if any)
are currently conducted and as currently contemplated to be conducted,
except where failure to have such power and authority would not have a
material adverse effect.
|
8
|
(b)
|
As
of the date of this Subscription Agreement, the authorized capital of the
Corporation consists of 150,000,000 shares which as of the date of this
Subscription Agreement 98,711,648 Common Shares are issued and
outstanding. As of April 30, 2010, 3,400,000 Common Shares are reserved
for issuance pursuant to the Corporation’s stock option plans and
2,050,000 Common Shares are issuable upon the automatic exchange of
deferred share units. All of such outstanding or issuable shares have
been, or upon issuance will be, validly issued and are, or upon issuance
will be, fully paid and
nonassessable.
|
|
(c)
|
The
Corporation has duly authorized the issuance and sale of the Common Shares
in accordance with the terms of this Subscription Agreement. This
Subscription Agreement constitutes a valid and legally binding obligation
of the Corporation, enforceable in accordance with its terms, except (i)
as limited by applicable bankruptcy, insolvency, reorganization,
moratorium, and other laws of general application affecting enforcement of
creditors’ rights generally, (ii) as limited by laws relating to the
availability of specific performance, injunctive relief, or other
equitable remedies, and (iii) to the extent the indemnification provisions
contained herein may be limited by applicable U.S. federal or state
securities laws or Canadian Securities
Laws.
|
|
(d)
|
The
Corporation is a “reporting issuer” in the provinces of Alberta, British
Columbia and Ontario and the Corporation is not in default of any of the
material requirements of the applicable securities laws of those
jurisdictions.
|
|
(e)
|
The
common stock of the Corporation is listed and posted for trading on the
TSX Venture Exchange and, to the best of its knowledge, the Corporation is
not in default of any of the material listing or filing requirements of
the TSX Venture Exchange.
|
|
(f)
|
The
Common Shares, when issued and paid for in accordance with this
Subscription Agreement, will represent validly authorized, duly issued and
fully paid and nonassessable shares of common stock of the Corporation,
and the issuance thereof will not conflict with the organizational
documents of the Corporation.
|
|
(g)
|
The
execution and delivery of this Subscription Agreement, the fulfillment of
the terms set forth herein and the consummation of the transactions
contemplated hereby will not conflict with, or constitute a breach of or
default or create an event or condition which gives the holder of
indebtedness the right to require the redemption, repurchase or repayment
of such indebtedness under, any agreement, contract, indenture or other
instrument by which the Corporation is bound or any law, administrative
rule, regulation or decree of any court or any governmental body or
administrative agency applicable to the Corporation, except for such
conflicts, breaches or defaults that would not have a material
adverse effect.
|
|
(h)
|
As
of the date thereof, the SEC Documents complied in all material respects
with the requirements of the Exchange Act and do not contain any untrue
statement of a material fact or omit to state any material fact required
to be stated therein or necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not
misleading. The Corporation has provided the Subscriber with
all the information that such Subscriber has requested for making an
investment decision with respect to the Common
Shares.
|
|
|
(i)
|
Subsequent
to the annual period ending January 31, 2010, except as described in the
Annual Report on Form 10-K for the year ended January 31, 2010, the
Quarterly Report on Form 10-Q for the quarter ended April 30, 2010 and in
the Corporation’s current reports on Form 8-K filed during the
Corporation’s current fiscal year, there has not been any material adverse
change with regard to the assets or properties, results of operations or
financial condition of the
Corporation.
|
|
|
(j)
|
No
securities commission, stock exchange or comparable authority has issued
any order preventing the issue and sale of the Common Shares nor
instituted proceedings for that purpose, and, to the knowledge of the
Corporation, no such proceedings are pending or
contemplated.
|
|
(k)
|
Assuming
the accuracy of the representations and warranties of the Subscriber set
forth in this Subscription Agreement and of all other subscribers in this
Offering, the offer, issuance and delivery of the Common Shares are exempt
from or not subject to the registration requirements of the 1933
Act.
|
|
|
(l)
|
The
consolidated financial statements of the Corporation filed with the SEC as
a part of the SEC Documents present fairly in all material respects the
financial condition of the entities purported to be shown thereby, at the
dates and for the periods indicated, and have been prepared in conformity
with generally accepted accounting principles in the United States of
America applied on a consistent basis throughout the periods involved
except to the extent disclosed in the notes
thereto.
|
9
|
(m)
|
The
Corporation and each of its subsidiaries are in compliance with all laws
as in effect on the date hereof applicable to the conduct of their
business or operations, or applicable to their employees, except where the
failure to be in compliance would not have a material adverse
effect. None of the Corporation or any of its subsidiaries has
received notice of any violation of any law, or any potential liability
under any law, relating to the operation of its business or to its
employees or to any of the assets, operations, processes, employees or
products of the Corporation or any of its subsidiaries, except where the
violation would not cause a material adverse
effect.
|
|
(n)
|
Neither
the Corporation nor any of its subsidiaries is (i) in violation of its
charter or by-laws, limited partnership agreement or limited liability
company agreement, as applicable, or (ii) in default in the performance or
observance of any obligation, agreement, covenant or condition contained
in any agreement, contract, indenture or other instrument except, in the
case of clause (ii), for any defaults which, singularly or in the
aggregate, would not result in a material adverse
effect.
|
|
(o)
|
Except
as disclosed in the SEC Documents, there is no action, suit, proceeding,
inquiry or investigation before or brought by any court or governmental
agency or body, domestic or foreign, now pending, or, to the knowledge of
the Corporation, threatened, against or affecting the Corporation or any
of any of its subsidiaries, which would, individually or in the aggregate,
result in a material adverse effect, or which would materially and
adversely affect the consummation of the transactions contemplated in this
Subscription Agreement or the performance by the Corporation of its
obligations hereunder.
|
|
(p)
|
The
oil and gas reserve estimates of the Corporation contained or incorporated
by reference into the SEC Documents have been prepared by independent
reserve engineers in accordance with SEC guidelines applied on a
consistent basis throughout the periods involved, and the Corporation has
no reason to believe that such estimates do not fairly reflect the oil and
gas reserves of the Corporation as of the dates
indicated. Other than production of the reserves in the
ordinary course of business and intervening product price fluctuations or
divestiture of such assets described in the SEC Documents, the Corporation
is not aware of any facts or circumstances that would have a material
adverse effect on the reserves or the present value of future net cash
flows therefrom as described in the SEC
Documents.
|
Indemnification
14.
The Corporation shall indemnify and hold harmless the Subscriber and its
officers, directors, employees and affiliates and each person who controls the
Subscriber (within the meaning of the ▇▇▇▇ ▇▇▇) against all losses, claims,
damages, liabilities and expenses arising out of or based upon any untrue or
alleged untrue statement of material fact contained in any Registration
Statement, Prospectus, preliminary Prospectus or any “issuer free writing
prospectus” (as defined in Rule 433 under the ▇▇▇▇ ▇▇▇) or any amendment thereof
or supplement thereto or any omission or alleged omission of a material fact
required to be stated therein or necessary to make the statements therein not
misleading or any violation or alleged violation by the Corporation of the 1933
Act, the Exchange Act or applicable “blue sky” laws, except insofar as the same
are made in reliance and in conformity with information relating to the
Subscriber furnished to the Corporation by the Subscriber expressly for use
therein.
15.
Subscriber will indemnify and hold harmless the Corporation, its directors,
officers, employees, agents, advisors and shareholders from and against any and
all losses, liabilities, claims, damages and expenses 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
Corporation 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 or to the Corporation in connection
therewith. Further, Subscriber shall indemnify and hold harmless the
Corporation, the underwriters and their respective officers, employees,
directors, affiliates, and each person who controls the Corporation or such
underwriter (within the meaning of the ▇▇▇▇ ▇▇▇) against all losses, claims,
damages, liabilities and expenses arising out of or based upon any untrue or
alleged untrue statement of material fact contained in the Registration
Statement, Prospectus or preliminary Prospectus or any amendment thereof or
supplement thereto or any omission or alleged omission of a material fact
required to be stated therein or necessary to make the statements therein not
misleading, but only to the extent that the same are made in reliance and in
conformity with information relating to the Subscriber furnished to the
Corporation by the Subscriber expressly for use therein.
16.
Any person entitled to indemnification hereunder shall (i) give prompt written
notice to the indemnifying party of any claim with respect to which it seeks
indemnification and (ii) unless in such indemnified party’s reasonable judgment
a conflict of interest between such indemnified and indemnifying parties may
exist with respect to such claim, permit such indemnifying party to assume the
defense of such claim with counsel reasonably satisfactory to the indemnified
party. If such defense is assumed, the indemnifying party shall not
be subject to any liability for any settlement made by the indemnified party
without its consent (but such consent will not be unreasonably
withheld). An indemnifying party who is not entitled to, or elects
not to, assume the defense of a claim shall not be obligated to pay the fees and
expenses of more than one counsel (in addition to any local counsel) for all
parties indemnified by such indemnifying party with respect to such claim,
unless in the reasonable judgment of any indemnified party there may be one or
more legal or equitable defenses available to such indemnified party that are in
addition to or may conflict with those available to another indemnified party
with respect to such claim. Failure to give prompt written notice
shall not release the indemnifying party from its obligations
hereunder.
10
17.
The indemnification provided for under this Subscription Agreement shall remain
in full force and effect regardless of any investigation made by or on behalf of
the indemnified party or any officer, director or controlling person of such
indemnified party and shall survive the transfer of securities.
18.
If the indemnification provided for in or pursuant to Sections 14 through
18 is due in accordance with the terms hereof, but is held by a court to be
unavailable or unenforceable in respect of any losses, claims, damages,
liabilities or expenses referred to herein, then each applicable indemnifying
party, in lieu of indemnifying such indemnified party, shall contribute to the
amount paid or payable by such indemnified person as a result of such losses,
claims, damages, liabilities or expenses in such proportion as is appropriate to
reflect the relative fault of the indemnifying party on the one hand and of the
indemnified party on the other in connection with the statements or omissions
that result in such losses, claims, damages, liabilities or expenses as well as
any other relevant equitable considerations. The relative fault of
the indemnifying party on the one hand and of the indemnified person on the
other shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the
indemnifying party or by the indemnified party, and by such party’s relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. In no event shall the liability of the
Subscriber be greater in amount than the amount of net proceeds received by the
Subscriber upon such sale.
Closing
19.
The Subscriber agrees to deliver to the Corporation and such other person as the
Corporation may direct, not later than 4:00 p.m. (Houston, Texas time) on the
day that is at least three business days before the Closing Date: (a) this duly
completed and executed Subscription Agreement; (b) Exhibit 1 or Exhibit 2, as applicable, and
Exhibit 4 duly
completed; and (c) if the Subscriber is not an individual, one completed and
executed TSX Venture Exchange Form 4C, Corporate Placee Registration Form
attached hereto as Exhibit
5.
20.
Subscriber acknowledges and agrees that any confidentiality arrangement entered
into by the Subscriber with the Corporation or the Agent in connection with the
Offering shall remain in full force and effect in accordance with its
terms.
21.
The sale of the Common Shares pursuant to this Subscription Agreement will be
completed at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, the
Corporation’s counsel, in Houston, Texas at 10:00 a.m. or such other time as the
Corporation and the Subscriber may agree (the “Closing Time”) on August 4th,
2010 or such other date as the Corporation and the Subscriber may agree (the
“Closing
Date”).
22.
At or prior to the Closing Time, the Corporation will deliver to the Subscriber,
or the Subscriber’s custodian as directed by the Subscriber, a copy of a
certificate prepared by the Corporation’s transfer agent representing the Common
Shares to be purchased by the Subscriber. Following receipt of the
copy of the certificate referred to in the previous sentence, the Subscriber
will, at the Closing Time, pay for the Common Shares by wire transfer of
immediately available funds. Upon completion of the sale, the
original of such certificate will be registered by the Corporation’s transfer
agent in the manner as set forth on the face page of this Subscription Agreement
and sent by the transfer agent as instructed on the face page of this
Subscription Agreement.
23.
The Corporation shall be entitled to rely on delivery of a facsimile copy of
executed Subscription Agreements, and acceptance by the Corporation of such
facsimile subscriptions shall be legally effective to create a valid and binding
agreement between the Subscriber and the Corporation in accordance with the
terms hereof. In addition, this Subscription Agreement may be executed in
counterparts, each of which shall be deemed to be an original and all of which
shall constitute one and the same document.
General
24.
The Subscriber agrees that the representations, warranties and covenants of the
Subscriber herein will be true and correct both as of the execution of this
Subscription Agreement and as of the Closing Time and will survive the
completion of the issuance of the Common Shares. The representations, warranties
and covenants of the Subscriber herein are made with the intent that they be
relied upon by the Corporation, the Agent and their respective counsels in
determining the eligibility of a purchaser of Common Shares and the Subscriber
agrees to indemnify and hold harmless the Corporation, the Agent and their
respective affiliates, shareholders, directors, officers, partners, employees
and agents, from and against all losses, claims, costs, expenses and damages or
liabilities whatsoever which any of them may suffer or incur which are caused or
arise from a breach thereof. The Subscriber undertakes to immediately notify the
Corporation at Triangle Petroleum Corporation, Denver, Colorado, Attention:
Chief Financial Officer (Fax Number: (▇▇▇) ▇▇▇-▇▇▇▇) of any change in any
statement or other information relating to the Subscriber set forth herein which
takes place prior to the Closing Time.
11
25.
The Subscriber acknowledges that this Subscription Agreement and the Exhibits
hereto require the Subscriber to provide certain personal information to the
Corporation. Such information is being collected by the Corporation for the
purposes of completing the Offering, which includes, without limitation,
determining the Subscriber’s eligibility to purchase the Common Shares under
applicable securities legislation of the United States and Canadian Securities
Laws, preparing and registering certificates representing Common Shares to be
issued to the Subscriber and completing filings required by any stock exchange
or securities regulatory authority. The Subscriber’s personal information may be
disclosed by the Corporation to: (a) stock exchanges or securities regulatory
authorities, (b) the Corporation’s registrar and transfer agent, and (c) any of
the other parties involved in the Offering, including legal counsel, and may be
included in record books in connection with the Offering. The
Corporation, the Agent and their respective counsels, may each collect, use and
disclose personal information for the purposes of meeting legal, regulatory,
self-regulatory, security and audit requirements (including any applicable tax,
securities, money laundering or anti-terrorism legislation, rules or
regulations) and as otherwise permitted or required by law, which disclosures
may include disclosures to tax, securities or other regulatory or
self-regulatory authorities in the United States, Canada and/or in foreign
jurisdictions, if applicable, in connection with the regulatory oversight
mandate of such authorities. By executing this Subscription Agreement, the
Subscriber is deemed to be consenting to the foregoing collection, use and
disclosure of the Subscriber’s personal information. The Subscriber also
consents to the filing of copies or originals of any of the Subscriber’s
documents as may be required to be filed with any stock exchange or securities
regulatory authority in connection with the transactions contemplated
hereby.
26.
If the Subscriber is resident in, or otherwise subject to the applicable
securities legislation of the province of Ontario, the Subscriber acknowledges
(i) the delivery to the Ontario Securities Commission of the Subscriber’s full
name, residential address and telephone number, the number and type of
securities purchased by the Subscriber, the total purchase price, the exemption
relied on, and the date of distribution, (ii) that such information is being
collected indirectly by the Ontario Securities Commission under the authority
granted to it in securities legislation, (iii) that such information is being
collected for the purposes of the administration and enforcement of the
securities legislation of the province of Ontario, and (iv) that the
Administrative Support Clerk at the Ontario Securities Commission, ▇▇▇▇▇ ▇▇▇▇,
▇▇▇ ▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇, telephone (▇▇▇)
▇▇▇-▇▇▇▇, can be contacted to answer questions about the Ontario Securities
Commission’s indirect collection of such information. The Subscriber hereby
authorizes the indirect collection of such information by the Ontario Securities
Commission.
27.
All notices, requests, consents and other communications required or permitted
hereunder shall be in writing and shall be hand delivered, sent via overnight
courier of national recognition or sent by facsimile transmission (with
confirmation) and, in the case of the Subscriber, may also be sent via
e-mail,
If to the Corporation:
Triangle Petroleum
Corporation
▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Facsimile No.: (▇▇▇)
▇▇▇-▇▇▇▇
with a copy to (which shall not
constitute notice):
Skadden, Arps, Slate, ▇▇▇▇▇▇▇ &
▇▇▇▇ LLP
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇,
Esq.
Facsimile No.: (▇▇▇)
▇▇▇-▇▇▇▇
If to the Subscriber:
At the Subscriber’s address and e-mail
address provided on the first page hereof
or, in
each case, at such other address or phone number as such party each may specify
by written notice to the others. Each notice, request, consent and
other communication shall for all purposes of the Subscription Agreement be
treated as being effective or having been given when delivered, upon receipt of
facsimile confirmation if transmitted by facsimile, or, if sent by email to the
Subscriber, upon transmission to the proper address without receipt of an error
message.
12
28.
To the best of the Subscriber’s knowledge (a) none of the subscription funds to
be provided by the Subscriber (i) have been or will be derived from or related
to any activity that is deemed criminal under the law of the United States of
America or Canada, or any other jurisdiction, or (ii) are being tendered on
behalf of a person or entity who has not been identified to the Subscriber, and
(b) the Subscriber shall promptly notify the Corporation if the Subscriber
discovers that any of such representations ceases to be true, and to provide the
Corporation with appropriate information in connection therewith.
29.
The obligations of the parties hereunder are subject to acceptance of the terms
of the Offering by the TSX Venture Exchange and all other required regulatory
approvals.
30.
The Subscriber acknowledges and agrees that all costs incurred by the Subscriber
(including any fees and disbursements of any special counsel retained by the
Subscriber) relating to the sale of the Common Shares to the Subscriber shall be
borne by the Subscriber.
31.
This Subscription Agreement shall be governed by and construed in accordance
with the laws of the State of New York, without regard to the principles of
conflicts of law thereof that would require the application of the laws of any
jurisdiction other than New York.
32.
This Subscription Agreement represents the entire agreement of the parties
hereto relating to the subject matter hereof and there are no representations,
covenants or other agreements relating to the subject matter hereof except as
stated or referred to herein.
33.
The terms and provisions of this Subscription Agreement shall be binding upon
and enure to the benefit of the Subscriber and the Corporation and their
respective heirs, executors, administrators, successors and assigns; provided
that, except for the assignment by a Subscriber who is acting as nominee or
agent for the beneficial owner and as otherwise herein provided, this
Subscription Agreement shall not be assignable by any party without prior
written consent of the other parties.
34.
The Subscriber, on its own behalf and, if applicable, on behalf of others for
whom it is contracting hereunder, agrees that this subscription is made for
valuable consideration and may not be withdrawn, cancelled, terminated or
revoked by the Subscriber, on its own behalf and, if applicable, on behalf of
others for whom it is contracting hereunder.
35.
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.
36.
The invalidity, illegality or unenforceability of any provision of this
Subscription Agreement shall not affect the validity, legality or enforceability
of any other provision hereof.
37.
The headings used in this Subscription Agreement have been inserted for
convenience of reference only and shall not affect the meaning or interpretation
of this Subscription Agreement or any provision hereof.
38.
The covenants, representations and warranties contained herein shall survive the
closing of the transactions contemplated hereby.
39.
In this Subscription Agreement (including the Exhibits hereto) all references to
dollar amounts are to United States dollars, unless otherwise
indicated.
13
EXHIBIT
1
CERTIFICATE
OF U.S. ACCREDITED INVESTOR STATUS
Except as
may be indicated by the undersigned below, the undersigned is an “accredited
investor,” as that term is defined in Regulation D under the U.S. Securities Act
of 1933, as amended. The undersigned has checked the box below indicating the
basis on which he is representing his status as an “accredited
investor”:
|
_________
|
(501(a)(1))
any bank as defined in Section 3(a)(2) of the U.S. Securities Act of
1933, or any savings and loan association or other institution as
defined in Section 3(a)(5)(A) of such Act whether acting in its individual
or fiduciary capacity; any broker or dealer registered pursuant to Section
15 of the U.S.
Securities Exchange Act of 1934; any insurance company as defined
in Section 2(13) of the
U.S. Securities Act of 1933; any investment company registered
under the U.S.
Investment Company Act of 1940 or a business development company as
defined in Section 2(a)(48) of the U.S. Investment Company Act
of 1940; any small business investment company licensed by the U.S.
Small Business Administration under Section 301(c) or (d) of the U.S. Small Business
Investment Act of 1958; any 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, if
such plan has total assets in excess of $5,000,000; any employee benefit
plan within the meaning of the U.S. Employee Retirement
Income Security Act of 1974, if the investment decision is made by
a plan fiduciary, as defined in Section 3(21) of the U.S. Employee Retirement
Income Security Act of 1974, 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, with investment decisions made solely by persons
that are accredited investors;
|
|
_________
|
(501(a)(2))
any private business development company as defined in Section 202(a)(22)
of the U.S. Investment
Advisers Act of 1940;
|
|
_________
|
(501(a)(3))
any organization described in Section 501(c)(3) of the U.S. Internal
Revenue Code, corporation, Massachusetts or similar business trust, or
partnership, not formed for the specific purpose of acquiring the
securities offered, with total assets in excess of
$5,000,000;
|
|
_________
|
(501(a)(5))
any natural person whose individual net worth, or joint net worth with
that person’s spouse, at the time of his purchase exceeds
$1,000,000;
|
|
_________
|
(501(a)(7))
any trust, with total assets in excess of $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 of 1933.
|
NOTE:
The Subscriber should initial beside the portion of the above definition
applicable to it.
All
monetary references in this Exhibit 1 are in United States Dollars.
IN WITNESS WHEREOF, the undersigned has
executed this Certificate of Accredited Investor Status effective as of
_____________, 2010.
|
Name
of Subscriber
|
||
|
By:
|
||
|
Name:
|
||
|
Title:
|
||
14
EXHIBIT
2
CERTIFICATE
OF CANADIAN ACCREDITED INVESTOR STATUS
Reference
is made to the subscription agreement between the Corporation and the
undersigned (referred to herein as the “Subscriber”) dated as of the
date hereof (the “Subscription
Agreement”). Upon execution of this Subscriber Certificate by the
Subscriber, this Subscriber Certificate shall be incorporated into and form a
part of the Subscription Agreement. Terms not otherwise defined herein
have the meanings attributed to them in the Subscription Agreement and in
National Instrument 45-106 Prospectus and Registration Exemptions (“NI 45-106”)1. All monetary references are in
Canadian dollars.
In
connection with the purchase of the Common Shares by the Subscriber, the
Subscriber represents, warrants and covenants (on its own behalf or, if
applicable, on behalf of those for whom the Subscriber is contracting under the
Subscription Agreement) and certifies to the Corporation and acknowledges that
the Corporation is relying thereon that:
Prospectus
Exemption
|
A.
|
the
clause checked below applies:
|
||
|
¨
|
(i)
|
the
Subscriber is purchasing the Common Shares as principal;
or
|
|
|
¨
|
(ii)
|
the
Subscriber is deemed to be purchasing as principal under applicable
Canadian provincial securities laws, in accordance with
the following statutory provision:
|
|
|
[State
particulars, including statutory provision and basis on which Subscriber
is deemed to be purchasing as principal]
|
|||
|
B.
|
the
Subscriber is an “Accredited
Investor” as such term is
defined in NI 45-106, and as
at the Closing Time, the Subscriber falls within the following
categories:
|
||
|
¨
|
(a)
|
a
Canadian financial institution, or a Schedule III bank,
|
|
|
¨
|
(b)
|
the
Business Development Bank of Canada incorporated under the Business Development Bank of
Canada Act (Canada),
|
|
|
¨
|
(c)
|
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,
|
|
|
¨
|
(d)
|
a
person registered under the securities legislation of a jurisdiction of
Canada as an adviser or dealer,
|
|
|
¨
|
(e)
|
an
individual registered or formerly registered under the securities
legislation of a jurisdiction of Canada as a representative of a person
referred to in paragraph
(d),
|
|
1 Terms used herein that are defined in
National Instrument 14-101 (“NI 14-101”) as adopted by the securities regulatory
authority in the jurisdiction of the Subscriber have the meaning given to them
in NI 14-101 and terms used herein that are defined in the securities
legislation of the jurisdiction of the Subscriber have the meaning given to them
in that legislation. Reference should be made to NI 45-106
itself for its complete text, including other definitions, and to the Companion
Policy to NI 45-106 for matters of interpretation and
application.
15
|
¨
|
(f)
|
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,
|
||
|
¨
|
(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)
|
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 jurisdiction of Canada,
|
||
|
¨
|
(j)
|
an
individual who, either alone or with a spouse, beneficially owns, directly
or indirectly, financial assets having an aggregate realizable value that
before taxes, but net of any related liabilities, exceeds $1,000,0002,
|
||
|
¨
|
(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,
|
||
|
¨
|
(l)
|
an
individual who, either alone or with a spouse3, has net assets of
at least $5,000,000,
|
||
|
¨
|
(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, and such person has not been created or used solely to
purchase or hold securities as an accredited investor,
|
||
|
¨
|
(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 of NI 45-106 [Minimum
amount investment], and 2.19 of NI 45-106
[Additional investment in investment funds], or
|
|||
|
(iii)
|
a
person described in paragraph (i) or (ii) that acquires or acquired
securities under section 2.18 of NI 45-106
[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 company 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 company or trust corporation,
as the case may be,
|
||
2 For
purposes of this certificate, (i) “financial assets” means cash, securities, or
any contract of insurance or deposit or evidence thereof that is not a security
for the purposes of securities legislation, and (ii) “related liabilities” means
liabilities incurred or assumed for the purpose of financing the acquisition or
ownership of financial assets and liabilities that are secured by financial
assets.
3 For
purposes of this certificate, the term “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) above, or is an adult
interdependent partner within the meaning of the Adult Interdependent Relationships
Act (Alberta).
16
|
¨
|
(q)
|
a
person acting on behalf of a fully managed account4 managed by that
person, if that person
|
||
|
(i)
|
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, and
|
|||
|
(ii)
|
in
Ontario, is purchasing a security that is not a security of an investment
fund,
|
|||
|
¨
|
(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 traded5,
|
||
|
¨
|
(s)
|
an
entity organized in a foreign jurisdiction that is analogous to any of the
entities referred to in paragraphs (a) to (d) or paragraph (i) in form and
function,
|
||
|
¨
|
(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,
|
||
|
¨
|
(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,
or
|
||
|
¨
|
(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.
|
||
4 A
“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.
5 For
the purposes of this certificate, an “eligibility adviser” means (a) a person
that is registered as an investment dealer and authorized to give advice with
respect to the Common Shares; and (b) in Saskatchewan or Manitoba, also means a
lawyer who is a practising 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 management accountants in a jurisdiction of Canada, provided that
the lawyer or public accountant (a) does not have a professional, business or
personal relationship with the Corporation, or any of its directors, executive
officers, founders or control persons, and (b) has not acted for or been
retained personally or otherwise as an employee, executive officer, director,
associate or partner of a person or company 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.
17
EXHIBIT
3
Disclosure
Documents of the Corporation
The
following filings of the Corporation can be found on the ▇▇▇▇▇ Database at the
website of the U.S. Securities and Exchange Commission, at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇/▇▇▇▇▇/▇▇▇▇▇▇▇▇▇▇▇/▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇
(type “Triangle Petroleum” in Company name search box and click on “Find
Companies”):
|
|
1.
|
Annual
Report on Form 10-K for the year ended January 31, 2010 filed with the
U.S. Securities and Exchange Commission on April 9,
2010.
|
|
|
2.
|
Definitive
Proxy Statement on Schedule 14A filed with the U.S. Securities and
Exchange Commission on July 6,
2010.
|
|
|
3.
|
Quarterly
Report on Form 10-Q for the quarter ended April 30, 2010 filed on June 14,
2010.
|
|
|
4.
|
Current
Reports on Form 8-K filed on each of February 16, 2010, March 12, 2010,
March 16, 2010, May 27, 2010 and June 7, 2010 (excluding information
furnished under Items 2.02 or 7.01 of Form 8-K or Rule 406T of Regulation
S-T).
|
18
EXHIBIT
4
Particulars
of Subscriber
|
Corporate Placee
Registration Form
|
Present Ownership of
Securities
|
||||||
|
The
Subscriber, if not an individual, either [CHECK APPROPRIATE
ITEM]:
|
The
Subscriber either [CHECK
APPROPRIATE ITEM]:
|
||||||
|
______
|
has previously filed with the
TSX Venture Exchange a Form 4C, Corporate Placee Registration Form,
and represents and warrants that there has been no change to any of the
information in the Form 4C previously filed with the TSX Venture Exchange
up to the date of this Subscription Agreement; or
|
______
|
owns
directly or indirectly, or exercises control or direction over, no Common Shares of the
Corporation or securities convertible into Common Shares in the capital
stock of the Corporation (excluding the securities subscribed for herein);
or
|
||||
|
______
|
hereby delivers to the
Corporation a completed Form 4C in the form attached hereto as
Exhibit 4 for filing with the TSX Venture Exchange.
|
______
|
owns
directly or indirectly, or exercises control or direction over, Common
Shares of the Corporation and convertible securities entitling the
Subscriber to acquire an additional Common Shares of the Corporation
(excluding the securities subscribed for herein).
|
||||
|
Insider
Status
|
Member of “Pro
Group”
|
||||||
|
The
Subscriber either [CHECK
APPROPRIATE ITEM]:
|
The
Subscriber either [CHECK
APPROPRIATE ITEM]:
|
||||||
|
______
|
is an “Insider” of the
Corporation as defined in the Securities Act
(Ontario). More specifically, “Insider” means:
|
______
|
is a Member of the “Pro
Group” as defined in the Rules of the TSX Venture
Exchange. More specifically, “Pro Group” is defined as
follows:
|
||||
|
(a)
|
every director or officer of the Corporation; |
1.
|
Subject
to subparagraphs (2), (3) and (4), “Pro Group” shall include, either
individually or as a group:
|
||||
|
(a)
|
the member (i.e. a member of the TSX Venture Exchange under the TSX Venture Exchange requirements); | ||||||
|
(b)
|
a director or officer of a person that is itself an insider or subsidiary of the Corporation; | (b) | employees of the member; | ||||
|
(c)
|
partners, officers and directors of the member; | ||||||
|
(c)
|
a person or company that has: |
(d)
|
affiliates of the member; and | ||||
|
(e)
|
associates of any parties referred to in subparagraphs (a) through (d). | ||||||
|
(i)
|
direct or indirect beneficial ownership of, |
2.
|
The
TSX Venture Exchange may, in its discretion, include a person or party in
the Pro Group for the purposes of a particular calculation where the TSX
Venture Exchange determines that the person is not acting at arm’s length
of the member.
|
||||
|
(ii)
|
control or direction over, or |
3.
|
The
TSX Venture Exchange may, in its discretion, exclude a person from the Pro
Group for the purposes of a particular calculation where the TSX Venture
Exchange determines that the person is acting at arm’s length of the
member.
|
||||
|
(iii)
|
a combination of direct or indirect beneficial ownership of and control or direction over; |
4.
|
The member may deem a person who would otherwise be included in the Pro Group pursuant to subparagraph (1) to be excluded from the Pro Group where the member determines that: | ||||
| (a) | the person is an affiliate or associate of the member acting at arm’s length of the member; | ||||||
|
securities
of the Corporation carrying more than 10% of the voting rights attached to
all the Corporation’s outstanding voting securities, excluding, for the
purpose of the calculation of the percentage held, any securities held by
the person as underwriter in the course of a distribution;
or
|
(b) | the associate or affiliate has a separate corporate andreporting structure; | |||||
| (c) | there are sufficient controls on information flowing between the member and the associate or affiliate; and | ||||||
|
(d)
|
the Corporation 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. |
(d)
|
the member maintains a list of such excluded person. | ||||
|
______
|
is not an Insider of the
Corporation.
|
______
|
is not a member of the Pro
Group.
|
||||
19
|
EXHIBIT
5
FORM 4C
 |
CORPORATE
PLACEE REGISTRATION FORM
Where
subscribers to a Private Placement are not individuals, the following
information about the placee must be provided if the placee:
(a) will
hold more than 5% of the Issuer’s issued and outstanding Listed Shares upon
completion of the Private Placement; or
(b) is
subscribing for more than 25% of the Private Placement.
This Form
will remain on file with the TSX Venture Exchange. The corporation,
trust, portfolio manager or other entity (the “Placee”) need only file it on
one time basis, and it will be referenced for all subsequent Private Placements
in which it participates. If any of the information provided in this
Form changes, the Placee must notify the Exchange prior to participating in
further placements with Exchange listed companies. If as a result of
the Private Placement, the Placee becomes an Insider of the
Issuer, Insiders of the Placee are reminded that they must file a Personal
Information Form (2A) or, if applicable, Declarations, with the
Exchange.
|
1.
|
Placee
Information:
|
|
(a) </fon
t>
|
Name:
_____________________________________________________________________________________
|
|
(b)
|
Complete Address: ____________________________________________________________________________
|
|
| __________________________________________________________________________________________ |
|
(c)
|
Jurisdiction of Incorporation or Creation: ___________________________________________________________
|
|
2.
|
(a) Is the Placee purchasing securities as a portfolio manager (Yes/No)? _______________________________________
|
|
|
(b)
|
Is the Placee carrying on business as a portfolio manager outside of Canada (Yes/No)? __________
|
|
3.
|
If
the answer to 2(b) above was “Yes”, the undersigned certifies
that:
|
|
|
(d)
|
It
is purchasing securities of an Issuer on behalf of managed accounts for
which it is making the investment decision to purchase the securities and
has full discretion to purchase or sell securities for such accounts
without requiring the client’s express consent to a
transaction;
|
|
|
(e)
|
it
carries on the business of managing the investment portfolios of clients
through discretionary authority granted by those clients (a “portfolio
manager” business) in ____________________ [jurisdiction], and it is
permitted by law to carry on a portfolio manager business in that
jurisdiction;
|
|
|
(f)
|
it
was not created solely or primarily for the purpose of purchasing
securities of the Issuer;
|
|
|
(g)
|
the
total asset value of the investment portfolios it manages on behalf of
clients is not less than $20,000,000;
and
|
|
(h)
|
it
has no reasonable grounds to believe, that any of the directors, senior
officers and other insiders of the Issuer, and the persons that carry on
investor relations activities for the Issuer has a beneficial interest in
any of the managed accounts for which it is
purchasing
|
20
|
4.
|
If
the answer to 2(a). above was “No”, please provide the names and addresses
of control persons of the Placee:
|
|
Name
|
City
|
Province or State
|
Country
|
The
Subscriber acknowledges it is bound by the provisions of applicable Securities
Law, including provisions concerning the filing of insider reports and reports
of acquisitions.
Dated
at
on ,
2010.
|
(Name
of Purchaser - please print)
|
||
|
(Authorized
Signature)
|
||
|
(Official
Capacity - please print)
|
||
|
(please
print name of individual whose signature
|
||
|
appears
above)
|
Acknowledgement
- Personal Information
“Personal Information” means
any information about an identifiable individual, and includes information
contained in sections 1, 2 and 4, as applicable, of this Form.
The
undersigned hereby acknowledges and agrees that it has obtained the express
written consent of each individual to:
|
(a)
|
the
disclosure of Personal Information by the undersigned to the Exchange (as
defined in Appendix 6B) pursuant to this Form;
and
|
|
(b)
|
the
collection, use and disclosure of Personal Information by the Exchange for
the purposes described in Appendix 6B or as otherwise identified by the
Exchange, from time to time.
|
Dated
at ____________________________________________ on
________________________________.
21
|
(Name
of Purchaser - please print)
|
||
|
(Authorized
Signature)
|
||
|
(Official
Capacity - please print)
|
||
|
(please
print name of individual whose signature
|
||
|
appears
above)
|
THIS
IS NOT A PUBLIC DOCUMENT
22