-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RzBWWoFEriHHON5y5euhdfpkLDVQvVz4roFsT9Y2XRCxjjx9Rz49F2wni9LLuTI4 B12nLE4ncudMbGr746tfQw== 0001001348-96-000156.txt : 19961205 0001001348-96-000156.hdr.sgml : 19961205 ACCESSION NUMBER: 0001001348-96-000156 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19961204 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SUMMO MINERALS CORP CENTRAL INDEX KEY: 0000941230 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS METAL ORES [1090] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47519 FILM NUMBER: 96675893 BUSINESS ADDRESS: STREET 1: 1776 LINCOLN ST STREET 2: STE 1100 CITY: ENVER STATE: CO ZIP: 80203 MAIL ADDRESS: STREET 1: 1776 LINCOLN ST STREET 2: STE 1100 CITY: DENVER STATE: CO ZIP: 80203 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SUMMO MINERALS CORP CENTRAL INDEX KEY: 0000941230 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS METAL ORES [1090] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1776 LINCOLN ST STREET 2: STE 1100 CITY: ENVER STATE: CO ZIP: 80203 MAIL ADDRESS: STREET 1: 1776 LINCOLN ST STREET 2: STE 1100 CITY: DENVER STATE: CO ZIP: 80203 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* SUMMO MINERALS CORPORATION (Name of Issuer) Common Stock, No Par Value (Title of Class of Securities) 86636K 10 6 (CUSIP Number) St. Mary Minerals Inc. 1776 Lincoln Street, Suite 1100 Denver, Colorado 80203 (303) 861-8140 Attn: Mark A. Hellerstein (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 12, 1996 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d- 1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP No. 86636K 10 6 1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons St. Mary Minerals Inc. 2) Check the Appropriate Box if a Member of a Group* (a) (b) X (3) SEC Use Only: (4) Source of Funds (See Instructions): WC, OO (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) (6) Citizenship or Place of Organization: Colorado Number of (7) Sole Voting Power 15,755,183 Shares Bene- ficially (8) Shared Voting Power -0- Owned by Each Report- (9) Sole Dispositive Power 15,755,183 ing Person With (10) Shared Dispositive Power -0- (11) Aggregate Amount Beneficially Owned by Each Reporting Person: 15,139,093 (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ____ (13) Percent of Class Represented by Amount in Row (11) 61.2% (14) Type of Reporting Person (See Instructions) CO Item 1. Security and Issuer. Common Stock, no par value (the "Common Stock"), of Summo Minerals Corporation ("Summo"), 1776 Lincoln Street, Suite 1100, Denver, Colorado 80203. Item 2. Identity and Background. St. Mary Minerals Inc. ("St. Mary") is a Colorado corporation engaged in the exploration and development of extractive minerals properties. Its address is 1776 Lincoln Street, Suite 1100, Denver, Colorado 80203. St. Mary has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). St. Mary has not, during the last five years been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. For each of the following transactions in which the consideration was cash, the source of the funds therefor was loans from St. Mary Land & Exploration Company, a Delaware corporation ("St. Mary Land"), the parent company of St. Mary. The loan arrangements are oral to date. The source of the loan funds was the working capital of St. Mary Land. St. Mary purchased 252,993 outstanding shares of Common Stock in October 1993 for an aggregate purchase price of $2,529.93 (Canadian). 375,010 shares of Common Stock were issued to St. Mary in October 1993 for an aggregate purchase price of $3,750.10 (Canadian). 1,500,000 shares of Common Stock were issued to St. Mary in December 1993 for an aggregate purchase price of $375,000 (Canadian). 855,000 shares of Common Stock were issued to St. Mary in March 1994 at an aggregate agreed value of $213,750 (Canadian) in consideration for exploration work performed by St. Mary on a mineral property of the Company. 320,000 shares of Common Stock were issued to St. Mary in September 1994 upon the exercise of warrants by St. Mary for an aggregate purchase price of $80,000 (Canadian). 2,295,000 shares of Common Stock were issued to St. Mary in February 1995 in connection with the purchase by St. Mary of 2,295,000 Units in a private placement. Each Unit consisted of one share of Common Stock and a warrant for the purchase of one share of Common Stock for a period of two years at an exercise price of $1.20 (Canadian) during the first year and an exercise price of $1.38 (Canadian) during the second year. The aggregate consideration for the Units was $2,754,000 (Canadian). 80,000 shares of Common Stock were issued to St. Mary in April 1995 in consideration for the transfer by St. Mary to the Company of St. Mary's interest in a mineral property. The 80,000 shares had a deemed value of $80,000 (Canadian). St. Mary acquired 150,000 shares of Common Stock upon exercise of an option by a former officer and director of the Company pursuant to the prior assignment by such person to St. Mary of his rights in the option. The aggregate purchase price was $90,000 (Canadian). 3,200,000 shares of Common Stock were issued to St. Mary in November 1995 in connection with the purchase by St. Mary of 3,200,000 Units in a private placement. Each Unit consisted of one share of Common Stock and a warrant for the purchase of one share of Common Stock for a period of two years at an exercise price of $1.05 (Canadian) during the first year and an exercise price of $1.21 (Canadian) during the second year. The aggregate consideration for the Units was $3,360,000 (Canadian). 616,090 shares of Common Stock were issued to St. Mary in November 1996 in connection with the purchase by St. Mary of 616,090 Units in a private placement. Each Unit consisted of one share of Common Stock and a warrant for the purchase of one share of Common Stock for a period of two years at an exercise price of $1.10 (Canadian). The aggregate consideration for the Units was $677,700 (Canadian). Item 4. Purpose of Transaction. St. Mary does not have any plan or proposal, either individually or collectively with another person, which relates to or would result in: (a) The acquisition by any person of additional securities of Summo, or the disposition of securities of Summo. However, St. Mary holds warrants to purchase an aggregate of 6,111,090 shares of common stock as discussed in Item 5 below; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Summo or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of Summo or any of its subsidiaries; (d) Any change in the present board of directors or management of Summo, including any plans or proposals to change the number of term or directors or to fill any existing vacancies on the board; (e) Any material change in the present capitalization or dividend policy of Summo; (f) Any other material change in Summo's business or corporate structure; (g) Changes in Summo's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of Summo by any person; (h) Causing a class of securities of Summo to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer system of a registered national securities association; (i) A class of equity securities of Summo becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) Any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer. (a) St. Mary beneficially owns 15,755,183 shares of Common Stock, which is 61.2% of the issued and outstanding shares of Common Stock calculated in accordance with Rule 13d-3. St. Mary holds 9,644,093 shares of Common Stock directly. St. Mary also holds warrants to acquire an additional 2,295,000 shares at an exercise price of $1.20 (Canadian) until February 2, 1996 and thereafter at an exercise price of $1.38 (Canadian) until February 2, 1997 and warrants to acquire an additional 3,200,000 shares at an exercise price of $1.05 (Canadian) until October 17, 1996 and thereafter at an exercise price of $1.21 (Canadian) until October 17, 1997. St. Mary also holds warrants to acquire an additional 616,090 shares at an exercise price of $1.10 (Canadian) per share until October 30, 1998. (b) St. Mary has sole power to vote or to direct the vote of and the sole power to dispose or to direct the disposition of all 9,644,093 shares of Common Stock it currently holds. (c) Other than as set forth herein, there have been no transactions in Summo Common Stock effected during the past 60 days. (d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock owned by St. Mary. (e) Not applicable. Item 6. Contract, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Other than the warrants described in Item 5(a), St. Mary is not a party to any contract, arrangement, understanding or relationship (legal or otherwise) with respect to any securities of the issuer, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, put or calls, guarantees of profits, division of profits or loss or the giving or withholding of proxies. Item 7. Material to be Filed as Exhibits. (a) Subscription Agreement and Undertaking dated February 6, 1995.* (b) Subscription Agreement and Undertaking dated October 17, 1995.* (c) Subscription Agreement and Undertaking dated November 12, 1996.** ____________ * previously filed ** included herewith SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. November 15, 1996 /s/ Mark A. Hellerstein Date Signature Mark A. Hellerstein, Treasurer Name/Title EX-99 2 SUBSCRIPTION AGREEMENT AND UNDERTAKING (UNITS) (U.S. Subscribers) TO: St. Mary Minerals Inc. 1100-1776 Lincoln Street Denver, Colorado 80203 Dear Sirs: re: SUMMO MINERALS CORPORATION (the "Company") Subscription Agreement and Undertaking 1. ST. MARY MINERALS INC. (the "Subscriber") hereby agrees to purchase from the Company and the Company agrees to sell to the Subscriber 616,090 common shares (the "Private Placement Shares") in the capital stock of the Company at and for a price of $1.10 Cdn. per share, for a total purchase price of $677,700 Cdn. ($500,000 U.S.) (the "Subscription Proceeds"), subject to the satisfaction of the sole condition that the purchase and sale documentation be accepted for filing by applicable securities regulatory authorities. 2. As further consideration for the purchase of the Private Placement Shares, the Subscriber will be issued a non-transferable Share Purchase Warrant (the "Warrant"), conferring on the Subscriber the right to purchase up to an additional 616,090 common shares (the "Warrant Shares") in the capital stock of the Company exercisable at any time within two years of the date of this agreement at a price of $1.10 Cdn. per share. 3. The Subscriber hereby represents and warrants to the Company that: (a) the Subscriber is purchasing the Private Placement Shares and Warrants as principal; (b) the Subscriber is purchasing the Private Placement Shares and Warrants as an investment and not for the purpose of resale or other disposition; and (c) the Subscriber has received independent legal advice with respect to this transaction. 4. The Subscriber acknowledges and confirms that: (a) the Private Placement Shares and Warrants are being issued pursuant to exemptions from prospectus and registration requirements set out in the Securities Act (British Columbia) and the Securities Rules thereunder and the Securities Act (Ontario) and the regulations thereunder (collectively the "Act"); (b) the Private Placement Shares, the Warrants and the Warrant Shares (collectively the "Securities") have not been registered under the United States Securities Act of 1933 (the "1933 Act") and may not be offered or sold in the United States unless registered under the 1933 Act and the securities laws of all applicable states of the United States or an exemption from such registration requirements is available, and that the Company has no obligation or present intention of filing a registration statement under the 1933 Act in respect of the Securities; (c) the Subscriber is a U.S. Person and represents and warrants to the Company as set forth in Appendix A hereto, or (ii) represents and warrants that: (1) the Subscriber is not a "U.S. Person" and is not acquiring the Securities for the account or benefit of a "U.S. Person". For the purposes of this Subscription Agreement, a "U.S. Person" means: (A) a natural person resident in the United States; (B) a partnership or corporation organized or incorporated under the laws of the United States; (C) an estate of which any executor or administrator is a U.S. Person; (D) a trust of which any trustee is a U.S. Person; (E) any agency or branch of a foreign entity located in the United States; (F) a non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. Person; (G) a discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and (H) a partnership or corporation if: I. organized or incorporated under the laws of any foreign jurisdiction; and II. formed by a U.S. Person principally for the purpose of investing in securities not registered under the 1933 Act, unless it is organized or incorporated, and owned, by accredited investors (as defined by Regulation D under the 1933 Act) who are not natural persons, estates or trusts. (2) the Subscriber acknowledges that the certificates representing the Warrants will bear a legend stating that the Warrants and the Warrant Shares have not been registered under the 1933 Act or the securities laws of any state of the United States and the Warrants may not be exercised in the United States or by or on behalf of a U.S. Person unless registered under the 1933 Act and the securities laws or all applicable states of the United States or an exemption from such registration requirements is available; (3) the Subscriber acknowledges that any person who exercises a Warrant will be required to provide to the Company: (i) written certification that it is not a U.S. Person and the Warrant is not being exercised on behalf of a U.S. Person; or (ii) a written opinion of counsel to the effect that the Warrant and the Warrant Shares have been registered under the 1933 Act or are exempt from registration thereunder; (4) no offers to sell the Securities were made by any person to the Subscriber while the Subscriber was in the United States; and (5) the Subscriber was outside the United States at the time of execution and delivery of this Subscription Agreement. 5. The Subscriber acknowledges and confirms that: (a) the Act and/or the current policies of The Toronto Stock Exchange and the Vancouver Stock Exchange (collectively the "Exchanges") provide that the Private Placement Shares and Warrant Shares may not be sold or otherwise disposed of for a period of 12 months from the date of this agreement (the "Hold Period") except where such disposition takes place pursuant to an exemption from prospectus and registration requirements under the Act or pursuant to a written Order of the applicable governmental securities regulatory body; (b) a legend indicating the Hold Period will be imprinted on the share certificate(s) issued for the Private Placement Shares and Warrant Shares; (c) notwithstanding that it may lawfully dispose of the Private Placement Shares and Warrant Shares during the Hold Period, it may not do so until it has obtained the prior approval of the Exchanges; (d) the purchase of the Private Placement Shares and Warrants is a highly speculative investment but the Subscriber has a net worth sufficient to permit it to afford a total loss of its investment hereunder without a material effect on its financial position; (e) this transaction has not been reviewed by any securities regulatory body other than the Exchanges and then only to ensure compliance with its policies relating to the terms of the sale; (f) it is in possession of all of the information relating to the Company that is necessary in order to make an informed investment decision; (g) it is not acquiring the Private Placement Shares and Warrants as a result of being aware of any information about the material affairs of the Company that is not generally known to the public save knowledge of this particular transaction; and (h) upon the obtaining of "Regulatory Approval" (as hereinafter defined), the Company will have unconditional access to the Subscription Proceeds and accrued interest thereon. 6. The Company hereby represents and warrants to the Subscriber that: (a) it is a company duly incorporated under the laws of the Province of British Columbia and is up-to-date with respect to its filings with the applicable corporate registration agency; (b) it is a reporting issuer within the meaning of the Act; (c) to the best of its knowledge, it is not in default of its listing agreement with the Exchanges; (d) its common shares are listed for trading on the Exchanges; and (e) the common shares to be issued to the Subscriber hereunder will, when issued, be issued and allotted as fully paid and non-assessable common shares, free and clear of all liens, charges and encumbrances and free of all pooling or escrow restrictions. 7. The Company covenants and agrees with the Subscriber as follows: (a) it shall use its best efforts to have this agreement accepted for filing by the Exchanges (such acceptance being referred to hereinafter as the "Regulatory Approval") as quickly as reasonably practicable; PROVIDED THAT if Regulatory Approval has not been obtained within 180 days of the date of this agreement, the Subscription Proceeds, together with accrued interest thereon, will be immediately returned by the Company to the Subscriber, and this agreement will be void ab initio, and the Subscriber will have no claim, right or action against the Company; (b) within 10 business days of the obtaining of Regulatory Approval, it will issue the Private Placement Shares and Warrants to the Subscriber; (c) until Regulatory Approval has been obtained, it will not deal with the Subscription Proceeds in any way. 8. The Subscriber hereby agrees to execute any and all further documentation which may be required by the applicable securities regulatory authorities with respect to this transaction. 9. The Subscriber hereby confirms that, in the event it is not a resident of British Columbia, it will ensure that the applicable securities legislation, order or regulatory policy concerning the purchase, holding or resale of the securities herein subscribed for is complied with. 10. This letter agreement may be executed in several parts in the same form and such parts as so executed will together form one original agreement and such parts, if more than one, will be read together and construed as if all the signing parties hereto had executed one copy of this letter agreement. DATED as of the 17th day of October, 1996. Yours very truly, SUMMO MINERALS CORPORATION Per: c/s Director ST. MARY MINERALS INC. hereby agrees to the foregoing as of the 17th day of October, 1996. ST. MARY MINERALS INC. Per: (signature) (name - please print) (title - please print) Appendix "A" to Subscription Agreement and Undertaking (Units) with SUMMO MINERALS CORPORATION (the "Company") ONLY U.S. SUBSCRIBERS NEED TO SIGN THIS All capitalized terms herein, unless otherwise defined, have the meaning ascribed thereto in the Private Placement Subscription Agreement. The Subscriber covenants, represents and warrants to the Company that: (a) it is a "U.S. Person" as defined in Regulation S under the Securities Act of 1933 (United States) (as amended) (the "1933 Act"); (b) it has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment and it is able to bear the economic risk of loss of the investment; (c) it is purchasing the Units 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 Units, Shares, Warrants or Warrant Shares in the United States or to "U.S. Persons"; provided however that the Subscriber may sell or otherwise dispose of any of the Shares or Warrant Shares pursuant to registration thereof pursuant to the 1933 Act and any applicable State securities laws or under an exemption from such registration requirements; (d) it understands that the Securities have not been and will not be registered under the 1933 Act and that the sale contemplated hereby is being made in reliance on an exemption from such registration requirements; (e) it is acquiring the Securities for its own account or for the account of an "accredited investor" as to which it exercises sole investment discretion, and not with a view to any resale, distribution or other disposition of the Securities in violation of the United States securities laws; (f) it satisfies one or more of the categories indicated below (please place an "X" on the appropriate line: ____ Category 1 An organization described in Section 501(c)(3) of the United States Internal Revenue Code, a corporation, a Massachusetts or similar business trust or partnership, nor formed for the specific purpose of acquiring the Securities, with total assets of $5,000,000 U.S. ____ Category 2 A natural person whose individual net worth, or joint net worth with that person's spouse, at the date hereof exceeds $1,000,000 U.S.; ____ Category 3 A natural person who had an individual income in excess of $200,000 U.S. in each of the two most recent years or joint income with that person's spouse in excess of $300,000 U.S. in each of those years and has a reasonable expectation of reaching the same income level in the current year; or ____ Category 4. A "bank" as defined under Section (3)(a)(2) of the 1933 Act or savings and loan association or other institution as defined in Section 3(a)(5)(A) of the 1933 Act acting in its individual or fiduciary capacity; a broker dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; an insurance company as defined in Section 2(13) of the 1933 Act; an investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of such act; a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; a plan with total assets in excess of $5,000,000 U.S. established and maintained by a state, a political subdivision thereof, or an agency or instrumentality of a state or a political subdivision thereof, for the benefit of its employees; an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 whose investment decisions is made by a plan fiduciary, as defined in Section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 U.S., or, if a self-directed plan, whose investment decisions are made solely by persons that are accredited investors; ____ Category 5. A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940; ____ Category 6. A director or executive officer of the Company; ____ Category 7. A trust with total assets in excess of $5,000,000 U.S., not formed for the specific purpose of acquiring the Shares, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the 1933 Act; or ____ Category 8. An entity in which all of the equity owners satisfy the requirements of one or more of the foregoing categories. (g) it acknowledges that it has not purchased the Units as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio, or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; (h) it agrees that if it decides to offer, sell or otherwise transfer any of the Securities, it will not offer, sell or otherwise transfer any of such Securities directly or indirectly, unless: (i) the sale is to the Company; (ii) the sale is made outside the United States in a transaction meeting the requirements of Rule 904 of Regulation S under the 1933 Act and in compliance with applicable local laws and regulations; (iii) the sale is made pursuant to the exemption from the registration requirements under the 1933 Act provided by Rule 144 thereunder and in accordance with any applicable state securities or "Blue Sky" laws; or (iv) the Securities are sold in a transaction that does not require registration under the 1933 Act or any applicable U.S. state laws and regulations governing the offer and sale of securities, and it has prior to such sale furnished to the Company an opinion of counsel reasonable satisfactory to the Company; (i) the Subscriber acknowledges that it has not purchased the Securities as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S under the 1933 Act) in the United States in respect of the Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Units; provided however that the Subscriber may sell or otherwise dispose of any of the Securities pursuant to registration of the Securities pursuant to the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements and as otherwise provided herein; (j) the Subscriber understands and acknowledges that upon the issuance thereof, and until such time as the same is no longer required under the applicable requirements of the 1933 Act or applicable U.S. state laws and regulations, the certificates representing any of the Securities will bear a legend and that certificates representing Securities issued in exchange therefor or in substitution thereof will also bear a legend; provided that if the Securities are being sold under clause 8(b) above, the legend may be removed by providing a declaration or legal opinion satisfactory to counsel to the Company to the registrar and transfer agent of the Company to the effect that the requirements of Rule 904 of Regulation S under the 1933 Act and applicable local laws and regulations have been complied with; (k) the Subscriber consents to the Company making a notation on its records or giving instruction to the registrar and transfer agent of the Company in order to implement the restrictions on transfer set forth and described herein; and (l) the Subscriber, if an individual, is a resident of the State or other jurisdiction in its address on Subscription Agreement and Undertaking, or if the Subscriber is not an individual, the office of the Subscriber at which the Subscriber received and accepted the offer to purchase the Securities is the address listed on the Subscription Agreement and Undertaking. Date Duly authorized signatory for Subscriber Print name of Subscriber -----END PRIVACY-ENHANCED MESSAGE-----