Legal Form 45-106F5

LEGAL FORM 45-106F5

This Legal Form 45-106F5 (Report of Exempt Distribution and Acknowledgement) is entered into by and between Issuer Name: and Filing Agent / Representative Name: (collectively, the Parties) as of Effective Date: .

RECITALS

WHEREAS the Issuer is conducting an exempt distribution of securities (the Distribution) and requires a written report and acknowledgements in the form of this Legal Form 45-106F5; and

WHEREAS the Filing Agent will prepare and submit the report of the Distribution to the applicable regulatory authority and will certify the representations and information provided by the Issuer in accordance with the terms of this Form; and

WHEREAS the Parties wish to document the particulars of the Distribution and to set forth the certifications, undertakings and notices required of the Issuer and the Filing Agent in connection with the Distribution.

NOW THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

1. DEFINITIONS

In this Form, unless the context otherwise requires, the following terms have the meanings assigned: "Distribution" means the issuance or sale of securities described in Section 2; "Issuer" means the entity named above; "Filing Agent" means the party named above who prepares and files this Report.

2. REPORT OF DISTRIBUTION

The Issuer reports that it completed the Distribution on Date of Distribution: in the Jurisdiction(s): .

Total number of purchasers in the Distribution: . Aggregate gross proceeds of the Distribution: $.

3. EXEMPTION ASSERTED

The Issuer asserts that the Distribution was made pursuant to the following exemption(s) (check all that apply) and certifies the facts supporting each selected exemption:

Accredited investor exemption
Minimum amount / purchase price exemption
Offering memorandum exemption
Family, friends and business associates / private issuer exemption
Other exemption (describe):

4. PURCHASER SUMMARY AND CERTIFICATION

The Issuer certifies that the information set out in this Report and any schedules is true, complete and accurate in all material respects and that the Issuer has complied with the conditions of the exemption(s) relied upon.

5. REPRESENTATIONS, WARRANTIES AND COVENANTS

The Issuer represents and warrants to the Filing Agent that: (a) it has the corporate power and authority to conduct the Distribution and to execute and deliver this Report; (b) the Distribution has been conducted in accordance with the terms of the exemption(s) identified herein; and (c) all material facts known to the Issuer that are required to be disclosed in connection with the Distribution have been disclosed in this Report.

The Filing Agent represents that, to the extent it relies on information provided by the Issuer, it will prepare and file this Report in good faith and will promptly notify the Issuer of any request from a regulatory authority for additional information.

6. UNDERTAKINGS

The Issuer undertakes to retain records supporting the assertions in this Report for the period required by applicable law and to provide such records to the Filing Agent or to a regulatory authority upon reasonable request. The Issuer further undertakes to promptly notify the Filing Agent of any material change to the information contained in this Report.

7. NOTICES

8. REMEDIES AND INDEMNITY

Each Party agrees to indemnify and hold harmless the other Party from and against any losses, claims, damages, liabilities and expenses (including reasonable legal fees) arising out of any material misrepresentation, breach of warranty or covenant made by the indemnifying Party in this Report, except to the extent such losses arise from the gross negligence or willful misconduct of the indemnified Party.

9. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Form shall be governed by and construed in accordance with the laws of the Jurisdiction of Governing Law: . This Form constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. If any provision of this Form is held to be invalid or unenforceable, such provision shall be severed and the remaining provisions shall remain in full force and effect.

10. AMENDMENT; WAIVER; COUNTERPARTS

No amendment or waiver of any provision of this Form will be effective unless it is in writing and signed by both Parties. No delay or failure to exercise any right or remedy under this Form will operate as a waiver. This Form may be executed in counterparts, each of which when executed and delivered will be an original, but all counterparts together will constitute one and the same instrument.

11. CERTIFICATION

By signing below, each Party certifies that the individual signing on its behalf is duly authorized to bind that Party and that the representations, warranties and undertakings in this Form are true and correct as of the date of signature.

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