Exhibit 10.6
SUBSCRIPTION AGREEMENT FACE
PAGE
(Non-U.S. Persons)
METHES ENERGIES INTERNATIONAL
LTD.
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Common
Stock, par value US$0.001 per share (each, a
“Share”).
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Subscription
Price Per Share:
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Number of
Shares Subscribed for:
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______________________________
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________ Shares
(US$______), with additional shares in increments of _______ shares
(US$_______).
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NOTE : THE SUBSCRIBER MUST
PROVIDE THE INFORMATION REQUESTED ON THIS SUBSCRIPTION AGREEMENT
FACE PAGE, SIGN AND COMPLETE THE ATTACHED SUBSCRIPTION AGREEMENT
AND SEND (1) THE COMPLETED FACE PAGE, (2) A FULLY EXECUTED COPY OF
THE SUBSCRIPTION AGREEMENT, AND (3) THE SUBSCRIPTION PRICE PAYABLE
TO “METHES ENERGIES INTERNATIONAL LTD.” TO THE
CORPORATION AT 45 MAIN STREET, SUITE 309, BROOKLYN, NEW YORK, USA
11201.
PARTICULARS OF
SUBSCRIBER
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If an
Individual:
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If a
Corporation:
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Full
Name
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Full Corporate
Name
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Residential
Address
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Head Office
Address
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City State Zip
Code
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City State Zip
Code
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Telephone
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Attention
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Social Security
Number
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Telephone
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IRS Employer
Identification Number
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Registration Instructions:
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Deliver
To:
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Name
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Address
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Account
reference, if applicable
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Account
reference, if applicable
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Address
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Contact
Name
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Telephone
Number
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THE
SECURITIES TO WHICH THIS AGREEMENT RELATES HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (THE “1933 ACT”) OR
ANY STATE SECURITIES LAWS, OF ANY STATE OF THE UNITED
STATES. SUCH SECURITIES MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED OR ASSIGNED IN THE UNITED STATES OR BY OR ON
BEHALF OF U.S. PERSONS (AS DEFINED HEREIN) WITHOUT REGISTRATION
UNDER THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS, UNLESS
AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS
AVAILABLE.
PRIVATE PLACEMENT SUBSCRIPTION
AGREEMENT
(Non-U.S. Persons)
Personal &
Confidential
TO: METHES
ENERGIES INTERNATIONAL LTD.
PURCHASE OF
SECURITIES
The undersigned
(the “Subscriber”) hereby irrevocably subscribes for
and agrees to purchase from METHES ENERGIES INTERNATIONAL LTD., a
Nevada corporation (the “Corporation”), subject to the
terms and conditions set forth herein, that number of Shares (the
“Securities”) set forth on the Subscription Agreement
Face Page (the “Face Page”), at the subscription price
of US$____ (the “Subscription Price”) per Share for a
total investment as set forth on the Face Page.
The Subscriber
agrees to pay to the Corporation the Subscription Price for the
Securities subscribed for hereunder by delivering to the
Corporation, concurrent upon the execution of this private
placement subscription agreement (“Agreement”), a wire
transfer, a certified cheque, bank draft or money order for the
full amount of the Subscription Price for the Securities subscribed
for hereunder. The Subscriber hereby acknowledges that
the acceptance of this subscription is subject to rejection or
allotment, in whole or in part, by the Corporation. The Subscriber
acknowledges that the Securities subscribed for hereunder form part
of a larger private placement (the “Private Placement”)
of up to a maximum of US$6,000,000. Unless otherwise indicated,
references in this Agreement to “$” or
“dollars” refer to the currency of the United States of
America. No fractional shares of the Corporation will be
issued.
The Subscriber
acknowledges that the Securities are being sold by the Corporation
in the United States of America (the “US”) and in other
jurisdictions where it is legal to do so. Subject to the
terms hereof, the subscription will be effective upon its
acceptance by the Corporation. The Private Placement is
not subject to minimum aggregate subscription level and, upon
closing, all subscription proceeds will be retained by the
Corporation in accordance with the terms
hereof. Subscription proceeds may be accepted in one or
more closings of this Private Placement. The closing of
the Private Placement will be subject to receipt of all applicable
regulatory approvals.
Description of Securities
The sale and
delivery of the Securities subscribed for hereby is conditional
upon such sale being exempt from the prospectus requirements of any
applicable statute relating to the sale of such Securities or upon
the issuance of such orders, consents or approvals as may be
required to permit such sale without the requirement of preparing,
filing, or delivering a prospectus.
The Securities
may only be resold in compliance with applicable securities laws
and regulations. Subscribers should note that the Securities will
be subject to statutory restrictions upon resale, including hold
periods, and that the certificates representing such Shares will
bear a legend to that effect. Subscribers are advised to consult
with their legal advisors in respect of restrictions on resale and
the suitability of an investment in the Securities offered
hereby.
THE
CORPORATION AND THE SUBSCRIBER ARE EXECUTING AND DELIVERING THIS
AGREEMENT IN RELIANCE UPON AN EXEMPTION FROM SECURITIES
REGISTRATION PURSUANT TO REGULATION S (“REGULATION S”)
AND THE OTHER RULES AND REGULATIONS PROMULGATED BY THE U.S.
SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933
ACT”), AND/OR UPON SUCH OTHER EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE 1933 ACT AS MAY BE AVAILABLE WITH RESPECT TO
ANY OR ALL OF THE INVESTMENTS IN SECURITIES MADE
HEREUNDER.
The full amount
of the Subscription Price for the Securities subscribed for
hereunder must accompany this Agreement and shall be paid by wire
transfer, certified cheque, bank draft or money order made payable
to “ METHES ENERGIES INTERNATIONAL LTD. ”
with a notation that the funds are being provided as a subscription
for shares of METHES ENERGIES INTERNATIONAL LTD.
Wire
transfers are to be sent pursuant to the following wire transfer
instructions:
US Dollar
Account
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SWIFT:
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C N T A U S 3
3
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Account
Name:
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Methes Energies
International Ltd.
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Account
Number:
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7 2 7 0 0 0 2 8
8 4
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Notation:
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For
subscription of shares of METHES ENERGIES INTERNATIONAL
LTD.
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Subscription
Procedures
The Subscriber
undertakes to complete, sign and return one (1) executed copy of
this Agreement to the Corporation.
The Subscriber
shall complete, sign and return to the Corporation as soon as
possible on request by the Corporation any documents,
questionnaires, notices and undertakings as may be required by
regulatory authorities and applicable law.
Delivery of and
payment for the Securities (the “Closing”) will be
completed at the offices of Methes Energies International Ltd 45
Main Street, Suite 309, Brooklyn, New York, USA 11201, on or before
the close of business on _________, 20__ (the “Closing
Time”) or such earlier or later date or time as the
Corporation shall determine (the “Closing
Date”).
The Closing
will only take place in accordance with all related applicable
regulatory approvals and requirements.
Certificates
representing the Common Stock will be available for delivery
against payment to the Corporation of the full amount of the
aggregate Subscription Price for the Securities subscribed for
hereunder in freely transferable US funds.
Representations, Warranties, Acknowledgements
and Covenants of the Subscriber
The Subscriber
hereby represents, warrants, acknowledges and covenants to the
Corporation (which representations, warranties, acknowledgments and
covenants shall be true and correct on the date thereof and at the
Closing Date, with the same force and effect as if they had been
made as at the Closing Date and which shall survive Closing) and
acknowledges that the Corporation is relying thereon,
that:
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(a)
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The Subscriber
is located outside the “United States,” as such term is
defined in Regulation S, and is not a “U.S. person,” as
such term is defined in Regulation S and set forth on Exhibit
A , and is not purchasing the Securities by or on behalf a
person inside the United States or a U.S. Person. The
purchase of the Securities was conducted in an “offshore
transaction,” as such term is defined in Regulation S, such
that when the offer to purchase the Securities was made, such
Subscriber was not a person within the United States,
and at the time of purchase, the Subscriber is located outside the
United States.
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(b)
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The Subscriber
is acquiring the Securities for its own account for investment only
and not with a view towards, or for resale in connection with, the
public sale or distribution thereof, except pursuant to sales
registered or exempted under the 1933 Act, applicable state
securities laws and applicable Canadian securities laws; provided,
however, that by making the representations herein, such Subscriber
reserves the right to dispose of all or any part of the Securities
at any time in accordance with or pursuant to an effective
registration statement covering such Securities or an available
exemption under the 1933 Act, including, without limitation,
Regulation S promulgated under the 1933 Act (“Regulation
S”). The Subscriber further represents that in
consummating the transactions set forth herein: there is no intent
to place the Securities offshore in an attempt to evade
registration requirements with the result that the incidents of
ownership never leave the domestic market, or that all or a
substantial portion of any economic risk will be returned to the
U.S. market during the restricted period under Rule 903 or that
there is no reasonable expectation that the securities could be
viewed as actually coming to rest abroad. There is no
intent on the part of the Subscriber to enter into the transactions
contemplated hereby for the purpose of “washing off”
the resale restrictions through the use of Rule
904. Nothing contained herein shall be deemed a
representation or warranty by such Subscriber to hold the
Securities for any period of time, except that the Subscriber
agrees that in connection with the resale of any Securities under
Regulation S to comply with the offering restrictions set forth in
Regulation S, including Rule 903(b)(2), and to not sell any
Securities during the distribution compliance period as defined in
Rule 903(b)(2) to a U.S. person or for the account or benefit of a
U.S. person. Such Subscriber is acquiring the Securities hereunder
in the ordinary course of its business. Such Subscriber does not
have any agreement or understanding, directly or indirectly, with
any person to distribute any of the Securities, in violation of
United States federal or state securities laws or applicable
Canadian or provincial securities laws.
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(c)
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The Subscriber
has been independently advised as to restrictions with respect to
trading in the Securities imposed by applicable securities
legislation in the jurisdiction in which it resides, confirms that
no representation has been made to it by or on behalf of
the
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