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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 10/15/15 Cell MedX Corp. 10-Q 8/31/15 53:2.8M Ideal Connection, Inc/FA |
Document/Exhibit Description Pages Size 1: 10-Q Quarterly Report HTML 367K 3: EX-3.2 Articles of Incorporation/Organization or Bylaws HTML 24K 6: EX-10.23 Loan Agreement and Note Payable Dated September 3, HTML 26K 2015 Among Cell Medx Corp., and Richard N. Jeffs. 7: EX-10.24 Consulting Agreement Dated September 1, 2015 Among HTML 129K Cell Medx Corp., and Steven H. Bulwa. 8: EX-10.25 Stock Option Agreement Dated September 23, 2015 HTML 85K Among Cell Medx Corp. and Steven H. Bulwa. 9: EX-10.26 Loan Agreement and Note Payable Dated September HTML 25K 24, 2015 Among Cell Medx Corp., and City Group LLC. 10: EX-10.27 Loan Agreement and Note Payable Dated September HTML 25K 28, 2015 Among Cell Medx Corp., and Richard N. Jeffs. 11: EX-10.28 Ebalance Prototype Development Agreement Dated HTML 35K October 1, 2015 Among Cell Medx Corp., and Claudio Tassi. 2: EX-31.1 Certification -- §302 - SOA'02 HTML 24K 4: EX-32.1 Certification -- §906 - SOA'02 HTML 20K 5: EX-32.2 Certification -- §906 - SOA'02 HTML 20K 36: R1 Document and Entity Information HTML 43K 29: R2 Consolidated Balance Sheets (Unaudited) HTML 73K 34: R3 Consolidated Balance Sheets (Parenthetical) HTML 25K 38: R4 Consolidated Statements of Operations (Unaudited) HTML 60K 49: R5 Consolidated Statement of Stockholders Equity HTML 50K (Defict) (Unaudited) 30: R6 Consolidated Statements of Cash Flows (Unaudited) HTML 90K 33: R7 Note 1 - Organization HTML 25K 27: R8 Note 2 - Related Party Transactions HTML 51K 22: R9 Note 3 - Equipment HTML 26K 50: R10 Note 4 - Inventory HTML 22K 40: R11 Note 5 - Notes and Advances Payable HTML 46K 39: R12 Note 6 - Share Capital HTML 62K 44: R13 Note 7 - Subsequent Events HTML 23K 45: R14 Note 1 - Organization (Policies) HTML 31K 43: R15 Note 2 - Related Party Transactions (Tables) HTML 49K 46: R16 Note 3 - Equipment (Tables) HTML 24K 35: R17 Note 5 - Notes and Advances Payable (Tables) HTML 46K 37: R18 Note 6 - Share Capital (Tables) HTML 60K 42: R19 Note 2 - Related Party Transactions - Note 2 - HTML 33K Schedule, Amounts due to Related Parties (Details) 53: R20 Note 2 - Related Party Transactions - Schedule of HTML 38K Transactions with Related Parties (Details) 47: R21 Note 3 - Equipment - Amortization Schedule, HTML 29K Equipment (Details) 31: R22 Note 4 - Inventory (Details Narrative) HTML 20K 41: R23 Note 5 - Notes and Advances Payable - Schedule of HTML 40K short term loans and advances, August 31, 2015 (Details) 32: R24 Note 5 - Notes and Advances Payable - Schedule of HTML 40K short term loans and advances, May 31, 2015 (Details) 21: R25 Note 5 - Notes and Advances Payable (Details HTML 31K Narrative) 48: R26 Note 6 - Share Capital - Schedule of Fair Value of HTML 28K Options Granted and Assumptions August 26, 2015 (Details) 51: R27 Note 6 - Share Capital - Schedule of Fair Value of HTML 26K Options Granted and Assumptions January 31, 2015 (Details) 24: R28 Note 6 - Share Capital - Stock Option Vesting HTML 23K Schedule, CEO Options (Details) 23: R29 Note 6 - Share Capital - Schedule of Fair Value of HTML 26K Options Granted and Assumptions August 5, 2015 (Details) 25: R30 Note 6 - Share Capital - Schedule of Changes in HTML 42K Stock Options (Details) 26: R31 Note 6 - Share Capital - Schedule of Outstanding HTML 29K Options (Details) 28: R32 Note 6 - Share Capital (Details Narrative) HTML 40K 19: R33 Note 7 - Subsequent Events (Details Narrative) HTML 46K 52: XML IDEA XML File -- Filing Summary XML 80K 18: EXCEL IDEA Workbook of Financial Reports XLSX 35K 14: EX-101.INS XBRL Instance -- cmxc-20150831 XML 496K 12: EX-101.CAL XBRL Calculations -- cmxc-20150831_cal XML 121K 13: EX-101.DEF XBRL Definitions -- cmxc-20150831_def XML 95K 15: EX-101.LAB XBRL Labels -- cmxc-20150831_lab XML 511K 16: EX-101.PRE XBRL Presentations -- cmxc-20150831_pre XML 329K 17: EX-101.SCH XBRL Schema -- cmxc-20150831 XSD 103K 20: ZIP XBRL Zipped Folder -- 0001594062-15-000297-xbrl Zip 50K
1.
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Options Granted. The Company hereby grants the Optionee non-qualified stock options (the “Options”) to purchase up to an aggregate of ONE HUNDRED AND FIFTY THOUSAND (150,000) shares of the Company’s common stock, par value $0.001 per share, exercisable at an initial exercise price of $0.20 per share (the “Exercise Price”), subject to adjustment as set forth in this Agreement, for a term commencing on the Grant Date and expiring at 5:00 pm (Pacific Time) on the Expiration Date, as hereinafter defined, provided that the right of the Optionee to exercise the Options is subject to compliance with the registration or prospectus requirements of the United States Securities Act of 1933, as amended and
the rules and regulations promulgated thereunder (the “US Securities Act”), any applicable state securities laws and any applicable Canadian securities laws, or the availability of applicable exemptions from such registration or prospectus requirements.
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2.
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Term and Termination of Options. The Options vest immediately on the Grant Date and expire on the earlier of September 1, 2017, or on the date that the Company provides the Optionee written notice of an Event of Default pursuant to the terms of that Consulting Agreement between the Company and the Optionee dated effective as of September 1, 2015 (the “Consulting Agreement”), provided that, the Event of Default listed in Section 3.2(b) or (c) of the Consulting Agreement remains uncured within the prescribed period (the “Expiration Date”).
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3.
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Method of Exercise. To exercise any Options that have vested and become exercisable under this Agreement, the Optionee shall complete and execute the form of Notice of Exercise attached as Schedule “A” to this Agreement, or such other form of written notice acceptable to the Company, and shall deliver such notice to the Company at its principal place of business together with payment in full of the aggregate exercise price for such Options by check or other method of payment acceptable to the Company, at its sole discretion.
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(a)
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The Optionee acknowledges and agrees that the Company’s securities being offered to it under this Agreement are, or will be, “restricted securities” as defined in Rule 144 of the US Securities Act and that the offer of such securities to the Optionee is being made pursuant to an exemption from the registration requirements of the US Securities Act.
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(b)
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The Optionee acknowledges and agrees that, notwithstanding any other provision of this Agreement, the Options may not be exercised, and the Options and the shares issuable to the Optionee upon the exercise of such Options (the “Option Shares”) may not be reoffered, resold or otherwise transferred, except pursuant to an effective registration statement under the US Securities Act and any applicable state securities laws, or pursuant to an available exemption from such registration requirements. The Optionee further agrees that the Company will refuse to register any transfer of the Options or the Option Shares not made in accordance with the provisions of Regulation S of the US Securities Act, pursuant to an effective registration under the US Securities Act and any applicable state securities laws, or pursuant to an available exemption
from such registration requirements.
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(c)
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The Optionee agrees not to engage in hedging transactions with regard to the Options or the Option Shares unless in compliance with the US Securities Act.
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(d)
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The Optionee acknowledges and agrees that, unless there is a registration statement under US Securities Act regarding the exercise of the Options, and such registration statement is effective at the time the Options are exercised (or any portion thereof), all certificates representing the Option Shares issued as a result of such exercise will be endorsed with a restrictive legend substantially similar to the following:
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(a)
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The Optionee acknowledges and agrees that the Company is an “OTC reporting issuer” as that term is defined in Canadian Multilateral Instrument 51-105 – Issuers Quoted in the U.S. Over-the-Counter Markets, as amended (“MI 51-105”), and that the Option Shares will be, issued and sold pursuant to exemptions from the prospectus requirements of applicable Canadian securities laws. The Optionee further acknowledges and agrees that (i) the Options and the Option Shares may not be traded in or from a jurisdiction in Canada unless such trade is made in accordance with the provisions of MI 51-105; (ii) the Optionee will, and will cause its affiliates to, comply with such conditions in making any trade of the Options or Option Shares in or from a jurisdiction in Canada; and (iii) the
Company will refuse to register any transfer of the Options or Option Shares made in connection with a trade of such securities in or from a jurisdiction in Canada and not made in accordance with the provisions of MI 51-105. Notwithstanding the generality of the forgoing, as of the date hereof, MI 51-105 generally provides that securities may not be traded in or from a jurisdiction in Canada unless the following conditions have been met:
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(b)
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All certificates representing the Option Shares issued by the Company to the Optionee will be endorsed with a restrictive legend substantially similar to the following as set out in Section 13(1) of MI 51-105:
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(c)
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If the Optionee is a resident of the Province of Ontario, the Optionee acknowledges and agrees that, in addition to MI 51-105, any trade by the Optionee of the Option Shares will also be subject to additional restrictions on resale until:
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(d)
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If the Optionee is a resident of the Province of Ontario, the Optionee understands and acknowledges that upon the issuance of the Option Shares all the certificates representing the Option Shares, if issued prior to the date that is four months plus one day following the date hereof, the Option Shares, as well as all certificates issued in exchange for or in substitution of the foregoing securities, shall bear the following legends:
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(a)
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The Optionee is not a “U.S. person” (as that term is defined in Rule 902 of Regulation S), is not acquiring any of the Company’s securities being offered in this Agreement for the account or benefit of such a U.S. person, and the Optionee was not in the United States either at the time the offer to purchase the Company’s securities was received or at the time of the Optionee’s decision to purchase the Company’s securities being offered under this Agreement.
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(b)
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The Optionee is an “accredited investor” as defined in Canadian National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”) and the Optionee has completed, signed and delivered to the Company:
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(ii)
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if the Optionee is an accredited investor under paragraphs (j), (k) and (l) of the Canadian Accredited Investor Confirmation, the Risk Acknowledgement Form attached to this Agreement as Schedule “C”; and
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(c)
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The Optionee acknowledges that an investment in the Company is highly speculative, and involves a high degree of risk as the Company is in the early stages of developing its business, and may require substantial funds, and that only persons who can afford the loss of their entire investment should consider investing in the Company. The Optionee is able to fend for himself/herself/itself, can bear the economic risk of the Optionee's investment, and has such knowledge and experience in financial or business matters such that the Optionee is capable of evaluating the merits and risks of an investment in the
Company’s securities as contemplated in this Agreement.
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(d)
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The Optionee has had full opportunity to review the Company’s periodic filings with the SEC pursuant to the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “US Exchange Act”), including, but not limited to, the Company’s annual reports, quarterly reports, current reports and additional information regarding the business and financial condition of the Company. The Optionee has had full opportunity to ask questions and receive answers from the Company regarding this information, and to review and discuss this
information with the Optionee’s legal and financial advisors. The Optionee believes he/she/it has received all the information he/she/it considers necessary or appropriate for deciding whether to acquire the Options and that the Optionee has had full opportunity to discuss this information with the Optionee’s legal and financial advisors prior to executing this Option Agreement.
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(e)
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The Optionee acknowledges that the offering of the Option Shares by the Company has not been reviewed by the United States Securities and Exchange Commission (the “SEC”) or any other securities commission or regulatory body, and that the Options Shares will be issued by the Company pursuant to an exemption from registration under the Securities Act and an exemption from the prospectus requirements under applicable Canadian securities laws.
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(f)
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The Option Shares will be acquired by the Optionee for investment for the Optionee's own account, as principal, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Optionee has no present intention of selling, granting any participation in, or otherwise distributing the same. The Optionee does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Option Shares.
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(g)
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The Optionee has attained the age of majority and has the legal capacity and competence to execute this Agreement, and to take all actions required pursuant hereto.
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(h)
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The Optionee acknowledges that because his or her acquisition of the Options and the Option Shares is being made pursuant to exemptions from the registration and prospectus requirement of applicable Canadian securities laws:
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1.
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the Optionee is restricted from using certain civil remedies available under the applicable Canadian securities laws;
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2.
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the Optionee will not receive a prospectus that might otherwise be required to be provided to the Subscriber under the applicable Canadian securities legislation if the exemptions were not being used;
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4.
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the Company is relieved from certain obligations that would otherwise apply under the applicable Canadian securities legislation if the exemptions were not being used; and
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5.
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the issuance and sale of the Options and the Option Shares to the Optionee is subject to the sale being exempt from the registration and prospectus requirements of NI 45-106 and the applicable securities legislation.
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(a)
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Any notice required or permitted to be given under this Agreement shall be in writing and may be delivered personally or by fax, or by prepaid registered post addressed to the parties at such address of which notice may be given by either of such parties. Any notice shall be deemed to have been received, if personally delivered or by fax, on the date of delivery, and, if mailed as aforesaid, then on the fifth business day after and excluding the day of mailing.
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(b)
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This Agreement and the rights and obligations and relations of the parties shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein (but without giving effect to any conflict of laws rules). The parties agree that the courts of the Province of British Columbia shall have jurisdiction to entertain any action or other legal proceedings based on any provisions of this agreement. Each party attorns to the jurisdiction of the courts of the Province of British Columbia.
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(c)
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Time shall be of the essence of this agreement and of every part of it and no extension or variation of this agreement shall operate as a waiver of this provision.
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(d)
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This Agreement may be executed in one or more counterparts, each of which so executed shall constitute an original and all of which together shall constitute one and the same agreement.
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CELL MEDX CORP.
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by its authorized signatory:
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Frank McEnulty
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Name
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President
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Title
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OPTIONEE:
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/s/ Steven H. Bulwa
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SIGNATURE OF OPTIONEE
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Steven Bulwa
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NAME OF OPTIONEE
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2837 Yonge St. #204 Toronto, ON M4N 0A7
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ADDRESS
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150,000
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NUMBER OF OPTIONS
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NAME:
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(Please Print)
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ADDRESS:
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(a)
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The Subscriber is not a “U.S. person” (as that term is defined in Rule 902 of Regulation S), is not acquiring any of the Company’s securities being offered in this Agreement for the account or benefit of such a U.S. person.
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(b)
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The Subscriber was not in the United States either at the time the offer to purchase the Company’s securities was received or at the time of the Optionee’s decision to purchase the Option Shares as set forth above.
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(c)
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The Subscriber has not offered or sold the Option Shares within the meaning of the United States Securities Act of 1933, as amended and the rules and regulations promulgated thereunder (the “US Securities Act”);
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(d)
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The Subscriber is acquiring the Option Shares for its own account for investment purposes, with no present intention of dividing its interest with others or of reselling or otherwise disposing of all or any portion of the same;
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(e)
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The Subscriber does not intend any sale of the Option Shares either currently or after the passage of a fixed or determinable period of time or upon the occurrence or non-occurrence of any predetermined event or circumstance;
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(f)
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The Subscriber has no present or contemplated agreement, undertaking, arrangement, obligation, indebtedness or commitment providing for or which is likely to compel a disposition of the Option Shares;
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(g)
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The Subscriber is not aware of any circumstances presently in existence which are likely in the future to prompt a disposition of the Option Shares;
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(h)
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The Option Shares were offered to the Subscriber in direct communication between the Subscriber and the Corporation and not through any advertisement of any kind;
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(i)
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The Subscriber has the financial means to bear the economic risk of the investment which it hereby agrees to make;
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(i)
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Unless there is a registration statement under US Securities Act regarding the exercise of the Options, and such registration statement is effective at the time the Options are exercised (or any portion thereof), the Option Shares may not be resold, transferred or hypothecated except pursuant to an effective registration statement under the US Securities Act and any applicable state securities laws, or an opinion of counsel satisfactory to the Corporation to the effect that such registration is not necessary. The Company will refuse to register any sale or transfer of the Option Shares not made in compliance with the US Securities Act or any other applicable securities laws.
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(ii)
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Only the Company can take action to register the Option Shares under the US Securities Act or applicable state securities law or to comply with the requirements for an exemption under the US Securities Act or applicable state securities law.
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(iii)
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Unless there is a registration statement under US Securities Act regarding the exercise of the Options, and such registration statement is effective at the time the Options are exercised (or any portion thereof), the certificates representing the Option Shares will be endorsed with a legend substantially as follows or such similar or other legends as deemed advisable by the lawyers for the Company to ensure compliance with the US Securities Act and any other applicable laws or regulations:
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(k)
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The Subscriber acknowledges and agrees that the Company is an “OTC reporting issuer” as that term is defined in Canadian Multilateral Instrument 51-105 – Issuers Quoted in the U.S. Over-the-Counter Markets, as amended (“MI 51-105”), and that the Option Shares will be, issued and sold pursuant to exemptions from the prospectus requirements of applicable Canadian securities laws. The Subscriber further acknowledges and agrees that (i) the Option Shares may not be traded in or from a jurisdiction in Canada unless such trade is made in accordance with the provisions of MI 51-105; (ii) the Optionee will, and will cause its affiliates to, comply with such conditions in making any trade of the Option Shares in or from a jurisdiction in Canada; and (iii) the
Company will refuse to register any transfer of the Option Shares made in connection with a trade of such securities in or from a jurisdiction in Canada and not made in accordance with the provisions of MI 51-105.
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(l)
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All certificates representing the Option Shares issued by the Company to the Optionee will be endorsed with a restrictive legend substantially similar to the following as set out in Section 13(1) of MI 51-105:
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(m)
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If the Optionee is a resident of the Province of Ontario, the Optionee understands and acknowledges that upon the issuance of the Option Shares all the certificates representing the Option Shares, if issued prior to the date that is four months plus one day following the date hereof, the Option Shares, as well as all certificates issued in exchange for or in substitution of the foregoing securities, shall bear the following legends:
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Signature of Subscriber:
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Name of Subscriber:
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Address of Subscriber:
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This ‘10-Q’ Filing | Date | Other Filings | ||
---|---|---|---|---|
9/1/17 | ||||
Filed on: | 10/15/15 | |||
9/1/15 | NT 10-K | |||
For Period end: | 8/31/15 | |||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 10/15/20 Cell MedX Corp. 10-Q 8/31/20 51:1.9M Empire Stock Transf… Inc 9/15/20 Cell MedX Corp. 10-K 5/31/20 84:2.9M Empire Stock Transf… Inc |