CONVERTIBLE NOTE 2025-[1] [Note: Update for each investor: 2, 3, 4 etc…]

Dated: _____________, 2025 TEN THOUSAND DOLLARS
(CDN$10,000$)

1. Certain Definitions. For the purposes of this Convertible Note 2025-[1] [Note: Update for each
investor: 2, 3, 4 etc…] (the “Note”), the following terms and expressions shall have the following
meanings:
“2025 Notes” means this Note and any other convertible notes, having substantially the same terms as
the terms hereof, issued by the Borrower between July 1, 2025 and September 30, 2025, in an aggregate
principal amount not to exceed CDN$500,000;
“Borrower” means [INSERT COMPANY LEGAL NAME];
“Business Day” means a day other than a Saturday, Sunday, any statutory or civic holiday or any other
day on which banks are generally closed in Montreal, Québec. If any day upon or by which any action is
required to be taken by the Borrower or the Lender is not a Business Day then such action shall be
required to be taken on or by the next day which is a Business Day. If the Maturity Date (as defined
below) falls on a date which is not a Business Day, the Maturity Date shall be extended to the next
succeeding day that is a Business Day;
“Capped Price” means the price per share equal to the Valuation Cap divided by the Corporation
Capitalization;
“Common Shares” means the Borrower’s common shares or ordinary shares or such other similarly
named class of share in the share capital of the Borrower;
“Converting Securities” means includes this Note and other convertible securities issued by the
Company, including but not limited to: (i) the other 2025 Notes; (ii) SAFEs, convertible promissory notes
and other convertible debt instruments; and (iii) any other convertible securities that have the right to
convert into shares in the capital of the Borrower;
“Discount Rate” means 80%;
“Corporation Capitalization” is the capitalization of the Borrower calculated as of immediately prior to
the Qualified Financing and (without double-counting, in each case calculated on an as-converted to
Common Shares basis):
● Includes all shares in the capital of the Borrower issued and outstanding (including, without
limitation, Preferred Shares and Common Shares);
● Includes all Converting Securities;
● Includes all (i) issued and outstanding Options and (ii) Promised Options; and
● Includes the Unissued Option Pool, except that any increase to the Unissued Option Pool in
connection with the Qualified Financing will only be included to the extent that the number of
Promised Options exceeds the Unissued Option Pool prior to such increase.
“Effective Date” means the date first written above;

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“Event of Default” has the meaning set forth in Section 12;
“Lender” means the individual or entity so identified on the signature page hereof;
“Liquidity Capitalization” is the capitalization of the Borrower calculated as of immediately prior to a
Liquidity Event and (without double-counting, in each case calculated on an as-converted to Common
Shares basis):
 Includes all shares in the capital of the Borrower issued and outstanding (including, without
limitation, Preferred Shares and Common Shares);
 Includes all Converting Securities, other than convertible securities (including without limitation
Preferred Shares and 2025 Notes) where the holders of such securities are receiving Cash-Out
Amounts or similar liquidation preference payments in lieu of “as-converted” payments;
 Includes all (i) issued and outstanding Options and (ii) to the extent receiving proceeds from the
Liquidity Event, Promised Options; and
 Excludes the Unissued Option Pool.
“Liquidity Event” means any of the following: (i) any merger, amalgamation, reorganization,
consolidation or other transaction (other than a bona fide equity financing) involving the Borrower and
any other corporation or other entity or person in which the persons who were the shareholders of the
Borrower immediately prior to such merger, amalgamation, reorganization, consolidation or other
transaction own less than 50% of the outstanding voting shares of the surviving or continuing entity
after such merger, amalgamation, reorganization, consolidation or other transaction; (ii) the sale,
exchange or transfer by the Borrower’s shareholders, in a single transaction or series of related
transactions, of more than 50% of the voting shares of the Borrower, except if such transfer is part of a
corporate reorganization; (iii) the sale of all or substantially all of the assets of the Borrower; (iv) the
exclusive license of the Borrower’s intellectual property (except to a wholly-owned subsidiary of the
Borrower); (v) a direct listing of the Borrower’s Common Shares on a nationally-recognized securities
exchange; or (vi) an initial public offering of the Borrower’s Common Shares on a nationally-recognized
securities exchange.
“Noteholder Special Majority” means the holders of 66.67% of the aggregate principal amounts then
outstanding under the 2025 Notes;
“Options” includes options, restricted share awards or purchases, restricted share units, share
appreciation rights, warrants or similar securities, vested or unvested;
“Preferred Shares” means the Borrower’s preferred shares or preference shares or such other similarly
named class of share in the share capital of the Borrower;
“Promised Options” means promised but ungranted Options that are the greater of those (i) promised
pursuant to agreements or understandings made prior to the execution of, or in connection with, the
term sheet or letter of intent for the Qualified Financing;
“Qualified Financing” means a bona fide transaction or series of related transactions with the principal
purpose of raising capital pursuant to which the Borrower issues and sells Preferred Shares at a fixed
pre- or post-money valuation generating gross proceeds of at least CDN$1,000,000;
“Subsequent Convertible Securities” means securities convertible into shares of the Borrower that the
Borrower may issue after the issuance of the 2025 Notes with the principal purpose of raising capital,

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including but not limited to, SAFEs, convertible debt instruments and other convertible securities,
provided, however, that Subsequent Convertible Securities excludes: (i) options issued pursuant to any
equity incentive or similar plan of the Borrower; (ii) convertible securities issued or issuable to (A) banks,
equipment lessors, financial institutions or other persons engaged in the business of making loans
pursuant to a debt financing or commercial leasing, or (B) suppliers or third party service providers in
connection with the provision of goods or services pursuant to transactions; and (iii) convertible
securities issued or issuable in connection with sponsored research, collaboration, technology license,
development, original equipment manufacturer (OEM), marketing or other similar agreements or
strategic partnerships;
“Unissued Option Pool” means all shares in the share capital of the Borrower that are reserved,
available for future grant and not subject to any outstanding Options or Promised Options under any
equity incentive or similar plan; and
“Valuation Cap” means CDN$2,500,000.
2. PRINCIPAL. For value received, the Borrower promises to pay to the Lender the principal
amount of TEN THOUSAND CANADIAN DOLLARS (CDN$10,000) (the “Principal Amount”)
together with interest thereon as hereinafter provided (unless the Note has been converted in
accordance with the provisions hereof), on the earlier of (i) the occurrence of an Event of
Default if payment is demanded pursuant to Section 12; and (ii) October 1, 2027 (the “Maturity
Date”).
3. INTEREST. The Principal Amount shall bear interest at a rate of FIVE PERCENT (5%) per annum
based on a 365-day year and calculated daily based on actual days elapsed in the period for
which such interest is payable. Interest shall accrue from and including the date hereof and
shall be due and payable concurrently with payment of the Principal Amount, unless otherwise
provided herein.
4. NO PREPAYMENT. This Note or any accrued interest is not pre-payable by the Borrower, in
whole or in part, without the prior approval of a Noteholder Special Majority.
5. CONVERSION
5.1 Automatic Conversion Upon Qualified Financing. The Principal Amount and accrued but unpaid
interest of this Note shall be automatically converted in whole upon the closing of a Qualified
Financing. The conversion of this Note upon a Qualified Financing shall be into securities of the
same type as those issued in the Qualified Financing (or a series thereof) at the lower of (A) the
price of the securities issued in the Qualified Financing multiplied by the Discount Rate and (B)
the Capped Price. The Lender agrees to execute and deliver the same documents in the
Qualified Financing as are executed and delivered by the other investor(s) in the Qualified
Financing.
5.2 Discretionary Conversion Upon Non-Qualified Financing. The Principal Amount and accrued but
unpaid interest of this Note may, at the election of the Noteholder Special Majority, be
converted in whole upon the closing of a new equity financing by the Borrower other than a
Qualified Financing (a “Non-Qualified Financing”). The conversion of this Note in accordance
with this Section 5.2 shall be into securities of the same type as those issued in the Non-

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Qualified Financing, or a series thereof, at the lower of (A) the price of the securities issued in
the Non-Qualified Financing multiplied by the Discount Rate and (B) the Capped Price. The
Lender agrees to execute and deliver the same documents in the Non-Qualified Financing as are
executed and delivered by the other investor(s) in the Non-Qualified Financing.
5.3 Financing Notices. The Borrower shall notify the Lender in writing of all of the terms and
conditions of any issuance of securities at least 15 days prior to the closing of the Qualified
Financing, Non-Qualified Financing or other equity financing, as applicable (it being understood
and agreed that should any such terms and conditions change prior to the closing, the Borrower
shall notify the Lender in writing prior to the closing of such Qualified Financing, Non-Qualified
Financing or other equity financing). All notices shall be made in accordance with Section 13
below.
5.4 Liquidity Event
(a) If the Borrower approves, prior to any conversion in accordance with Section 5.1 or 5.2, a
Liquidity Event, the Borrower shall provide the Lender with written notice of such approval
to the Lender at the address shown on the books and records of the Borrower at least 15
days prior to the effective date of such Sale Transaction.
(b) The Lender shall then be automatically entitled to receive a portion of the proceeds of the
Liquidity Event equal to the greater of (i) an amount equal to the Principal Amount and
accrued but unpaid interest thereon (the “Cash-Out Amount”) or (ii) the amount payable on
the number of Common Shares equal to the Cash-Out Amount divided by the Liquidity Price.
(c) For purposes of this Section, the “Liquidity Price” is equal to the lower of (A) the price per
share of Common Shares in the Sale Transaction, multiplied by the Discount Rate; and (B)
the Valuation Cap divided by the Liquidity Capitalization.

5.5 Effect of Conversion. As of the effective time of any conversion pursuant to Sections 5.1, 5.2 or
5.4 above, the Lender shall be deemed to be the registered holder of the shares which are
represented by the certificate or certificates to be issued upon such conversion, and any notice
pursuant to which such conversion is effected or deemed to be effected in accordance with this
Section 5 shall be deemed to constitute a contract between the Lender and the Borrower
whereby: (i) the Lender subscribes for that number of shares which the Lender shall be entitled
to receive on such conversion; (ii) the Lender will, at the Borrower’s request in writing and at
the cost and expense of the Borrower, release the Borrower from all liability under this Note
and (iii) the Borrower agrees that the release from liability with respect to this Note constitutes
full payment of the subscription price for the shares issuable upon such conversion. The Lender
will be entitled to be entered in the books of the Borrower as at the conversion date as the
holder of the number of shares into which this Note has been converted and, as soon as
practicable thereafter (but in any event not later than 15 days following such conversion date),
the Borrower shall deliver to the Lender a certificate or certificates for such shares.
5.6 Conversion Documents. In connection with the issuance of securities to the Lender as a result of
a conversion pursuant to Sections 5.1 or 5.2, as the case may be, the Lender will execute and
deliver to the Borrower all transaction documents related to the proposed Qualified Financing
or Non-Qualified Financing, provided:

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(a) that such documents are the same documents to be entered into with the purchasers of the
proposed Qualified Financing or Non-Qualified Financing;
(b) that the Lender will benefit from the same rights and benefits as the purchasers of the
proposed Qualified Financing or Non-Qualified Financing under such documents (including any
shareholders’ agreement), with appropriate minor variations for the Lender and similar
investors if applicable;
(c) that the Lender will benefit from the same representations and warranties, covenants, and
indemnities made by the Borrower and, if applicable, its founders, to the purchasers of the
proposed Qualified Financing or Non-Qualified Financing; and
(d) that such documents (including any shareholders’ agreement) and any documents which
would be applicable to the Lender pursuant to any drag-along or similar provision applicable to
the Lender (i) contain usual exceptions to drag-along provisions (similar to those found in
standardized CVCA documents (https://www.cvca.ca/research-insight/model-legal-
documents/), (ii) do not have any non-compete, non-solicitation, business limiting, exclusivity,
or similar provisions directly or indirectly prohibiting, limiting, or otherwise restraining the
Lender from engaging in any line of business, in any geography or otherwise, and (iii) contain
reporting obligations to the benefit of the Lender at least as favourable as those provided to
similar types of investors.
5.7 Reservation of Shares. The Borrower shall, so long as the Principal Amount and accrued but
unpaid interest under this Note remains outstanding, reserve and keep available out of its
authorized share capital, solely for the purpose of issue upon conversion of the Note, such
number of Common Shares as will then be issuable upon the conversion of the Note. The
Borrower covenants that such shares, which will be so issuable, will be upon conversion of the
Note in accordance with the terms thereof, duly and validly issued as fully paid and non-
assessable shares.
5.8 Regulatory Approvals and Filing in Connection with Conversion. If any shares allotted or to be
allotted for the purpose of conversion of this Note require registration with or approval of any
governmental or other authority under any Canadian federal or provincial law before such
shares may be validly issued upon conversion or traded on any stock exchange on which the
shares are then listed and posted for trading, the Borrower, at its own cost and expense, will
take such action as may be necessary to secure such registration or approval, as the case may
be.
5.9 Resale Restrictions. The shares issuable upon conversion of the Note are subject to resale
restrictions under the articles and shareholders’ agreement of the Borrower and statutory resale
restrictions under applicable securities legislation and may not be traded until the expiry of
certain hold periods, except as permitted by and in compliance with applicable securities
legislation
6. REPAYMENT UPON MATURITY DATE. If no conversion of the Note has occurred as of the
Maturity Date, then the entirety of the Principal Amount plus accrued but unpaid interest of this
Note shall become immediately due and payable upon the Maturity Date. For avoidance of
doubt, any amount outstanding under this Note as of the Maturity Date will continue to accrue

Page 6
interest pursuant to the terms hereof until any and all outstanding amounts are repaid.
7. INFORMATION RIGHTS. For so long as this Note remains outstanding and has not either
converted or been repaid in whole, the Borrower shall provide the following information to the
Lender (or to another person as so indicated by the Lender):
 Quarterly updates as to the status and operations of the Borrower’s business;
 Annual updates as to the financials, strategy and direction of the Borrower’s business; and
 As soon as available, notifications of material defaults or potential litigation.
8. MOST FAVOURED NATION. If the Borrower issues any Subsequent Convertible Securities before
the conversion of repayment of the 2025 Notes, the Borrower will promptly provide all of the
lenders of the 2025 Notes with written notice of such issuance, together with a copy of all
documentation relating to the Subsequent Convertible Securities. In the event the Noteholder
Special Majority determines that the terms of the Subsequent Convertible Securities are
preferable to the terms of the 2025 Notes, the Noteholder Special Majority will notify the
Borrower in writing. Promptly after receipt of such written notice from the Noteholder Special
Majority, the Borrower shall amend and restate the 2025 Notes to be identical to the
instrument(s) evidencing the Subsequent Convertible Securities.
9. REPRESENTATIONS AND WARRANTIES BY THE LENDER. The Lender represents and warrants to
the Borrower as follows:
9.1 The Lender has good and sufficient power, authority and right to enter into and deliver
this Note and to perform its obligations hereunder;
9.2 This Note constitutes a valid and legally binding obligation of the Lender, enforceable
against it in accordance with its terms, subject, however, to limitations on enforcement imposed
by bankruptcy, insolvency, reorganization or other laws affecting the enforcement of the rights
of creditors and others and to the extent that equitable remedies such as specific performance
and injunctions are only available in the discretion of the court from which they are sought;
9.3 As the case may be, neither the entering into or the delivery of this Note, nor the
completion of the transactions contemplated hereby by the Lender will result in the violation of
(i) any of the provisions of the constating documents of the Lender or (ii) any agreement or
other instrument to which the Lender is a party to or by which the Lender is bound;
9.4 The Lender is an “accredited investor” within the meaning of Regulation 45-106
respecting Prospectus Exemptions (“Regulation 45-106”). Moreover, the Lender has delivered to
the Borrower a completed and signed Accredited Investor Certificate in the form of Schedule 1
attached hereto (which forms an integral part of this Note);
9.5 The Lender is resident in the jurisdiction set forth below its name on the signature page
hereto;
9.6 If the Lender is not a resident of Canada, the securities laws applicable to the Lender do
not require the Borrower to file a prospectus or similar document or to register this Note (or any
securities issued upon conversion of this Note) or to make any filings or seek any approvals of

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any kind from any regulatory authority in the jurisdiction in which the Lender is resident; and
the delivery of this Note by the Borrower and the issuance by the Borrower of any securities
issued upon conversion of this Note to the Lender complies with all applicable securities laws of
the jurisdiction in which the Lender is resident, and will not cause the Borrower to become
subject to any disclosure, prospectus, registration or reporting requirements under any such
securities laws;
9.7 The Lender is knowledgeable, sophisticated and experienced in business and financial
matters and is capable of evaluating the merits and risks of the transactions contemplated in
this Note; and
9.8 The Lender, if not an institutional investor or an entity which makes investments in or
acquires companies in the ordinary course of business, has not lent or otherwise invested in a
competitor of the Borrower and shall promptly inform the Borrower if it finances, directly or
indirectly, a competitor of the Borrower.
10. REPRESENTATIONS AND WARRANTIES BY THE BORROWER. The Borrower represents and
warrants to the Lender as follows:
10.1 The Borrower is duly incorporated, organized and validly existing under the [INSERT
CONSTATING ACT – eg. Canada Business Corporations Act or Business Corporations Act
(Québec)], is in good standing under An Act respecting the Legal publicity of enterprises
(Québec) [OR adapt to main jurisdiction if Borrower does not conduct business in Qc] and has
the capacity and power to own or lease its assets and to carry on its business as it presently
does;
10.2 The Borrower has good and sufficient power, authority and right to enter into and
deliver this Note and to perform its obligations hereunder;
10.3 This Note constitutes a valid and legally binding obligation of the Borrower, enforceable
against it in accordance with its terms, subject, however, to limitations on enforcement imposed
by bankruptcy, insolvency, reorganization or other laws affecting the enforcement of the rights
of creditors and others and to the extent that equitable remedies such as specific performance
and injunctions are only available in the discretion of the court from which they are sought; and
10.4 Neither the entering into or the delivery of this Note, nor the completion of the
transactions contemplated hereby by the Borrower will result in the violation of (i) any of the
provisions of the constating documents of the Borrower or (ii) any agreement or other
instrument to which the Lender is a party to or by which the Borrower is bound.
11. RELIANCE UPON REPRESENTATIONS, WARRANTIES AND COVENANTS. The Lender
acknowledges that the representations, warranties and covenants contained in this Note are
made with the intent that they may be relied upon by the Borrower and its counsel to, among
other things, determine the Lender’s eligibility to purchase this Note and the Lender hereby
agrees to indemnify the Borrower against any and all damages, losses, liabilities, costs,
penalties, fines and expenses (including reasonable legal fees and disbursements) arising out of
or resulting from any breach, or failure to be true and correct, of the covenants or
representations and warranties made by the Lender in this Note.

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12. EVENTS OF DEFAULT. The following shall constitute the occurrence of an event of default under
this Note (an “Event of Default”):
12.1 if the Borrower does not pay the outstanding Principal Amount and the accrued interest
or any other amounts when they become due and payable under this Note, and such default is
not remedied by the Borrower within 15 days of receipt of written notice from the Lender;
12.2 any material breach by the Borrower of a covenant set forth this Note and such default
is not remedied by the Borrower within 15 days of receipt of written notice from the Lender;
12.3 if any notice of intention is filed or commenced for the possession, foreclosure,
retention or sale or other disposition of, or other proceedings to enforce security over, all or any
substantial part of the assets of any of the Borrower;
12.4 (i) if an order is issued or a resolution is adopted for the purpose of winding up the
Borrower, (ii) if the Borrower files a proposal or makes an assignment of its property for the
benefit of its creditors, (iii) if a petition in bankruptcy is filed against the Borrower and such
petition is not dismissed within 30 days of the filing thereof, (iv) if a trustee is appointed for the
Borrower pursuant to the Bankruptcy and Insolvency Act (Canada) or pursuant to any other
legislation relating to insolvent persons, (v) if an application is filed pursuant to the Companies’
Creditors Arrangement Act (Canada), or (vi) if a seizure is made (unless the seizure is validly
contested by the Borrower) or a judgment is executed against all or a material part of the
Borrower’s property; or
12.5 if the Borrower is no longer legally in existence or if it ceases to operate any material
part of its business.
If an Event of Default occurs and continues, the Lender shall have the option, in addition to all
other rights and recourses, to send a written notice to the Borrower, in the manner provided for
in this Note, requiring the repayment of the Principal Amount and the interest accrued thereon,
and the Borrower shall forthwith pay these amounts to the Lender.
13. NOTICES. Any notice or other communication required or permitted to be given in respect
hereof shall be in writing and shall be given by facsimile, by courier, by hand-delivery or by
electronic mail transmission as provided below:
If a notice is sent to the Borrower:
INSERT ADDRESS HERE
C/O INSERT PERSON’S NAME AND TITLE
Email: INSERT EMAIL HERE
If a notice is sent to the Lender:
To the address and email set forth below the Lender’s name on the signature page hereto
Any notice or other communication, if sent by facsimile or electronic mail transmission, shall be
deemed to have been received on the business day on which it was sent, or if delivered by
courier shall be deemed to have been received on the business day following the day on which it

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was sent, or if delivered by hand shall be deemed to have been received at the time it is
delivered.
Any change of physical or electronic address shall be communicated promptly to the other
party.
14. SUCCESSORS AND ASSIGNS. This Note shall enure to the benefit of the Lender and its legal
representatives, heirs, executors, administrators, successors and assigns, and shall be binding
upon the Borrower and its successors and permitted assigns.
15. ASSIGNMENT. This Note may not be assigned by the Lender without the prior written consent
of the Borrower; provided however, that (i) if the Lender is a shareholder of the Borrower, the
Lender shall be able to assign this Note to any of its permitted transferees (as provided in the
shareholders’ agreement of the Borrower) and (ii) if the Lender is not a shareholder of the
Borrower, the Lender shall be able to assign this Note to one of its Affiliates. For the purpose of
this Section 15, “Affiliate” means any person, directly or indirectly Controlling, Controlled by, or
under direct or indirect common Control with the Lender; and “Control” means with respect to
any company or other person, the ownership, beneficially or legally, of voting securities or
interests in the capital of such company or other person, to which are attached more than 50%
of the votes that may be cast to elect the directors of such company or the members of the
governing body of such other person and such votes are sufficient to elect a majority of the
directors or members thereof, and “Controlled” and “Controlling” shall have a corresponding
meaning.
16. CONFIDENTIALITY. The Lender shall not, at any time or under any circumstances, without the
consent of the Borrower, directly or indirectly (A) communicate or disclose to any person, other
than to (i) its directors, officers and advisors on a confidential basis or (ii) the holders of the
2025 Notes or the Borrower, and its employees, agents, advisors and representatives bound by
law or contract by confidentiality obligations at least as onerous as the ones herein) or (B) make
use of, any confidential knowledge or information howsoever acquired by the Lender relating to
or concerning the customers/users, products, technology, trade secrets, systems, operations,
financial information, or other confidential information regarding the property, business and
affairs of the Borrower, including the terms of this Note (collectively, “Information”), except for:
(i) Information that becomes generally known in the industry to which the business of the
Lender is related other than through a breach of this Note; and (ii) Information that is lawfully
obtained from a third party without breach of this Note by the Lender; and (iii) Information that
is required to be disclosed by law or by the applicable regulations or policies of any regulatory
agency of competent jurisdiction or any stock exchange, provided that the Lender gives the
Borrower prompt written notice of the compelled disclosure and cooperates with the Borrower,
at the Borrower’s expense, in seeking a protective order or any other protections available to
limit the disclosure of the Information.
17. ENTIRE AGREEMENT. This Note and the other documents delivered pursuant to this Note
constitute the entire agreement between the parties with respect to the subject matter of this
Note and supersede and replace all other prior agreements and understandings, both written
and oral, between the parties with respect to the subject matter of this Agreement.
18. GOVERNING LAW AND ATTORNMENT. This Note shall be governed by and interpreted in

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accordance with the laws of the Province of Québec and the federal laws of Canada applicable
therein. Without prejudice to the ability of the Lender to enforce this Note in any other proper
jurisdiction, the Borrower and the Lender hereby irrevocably submit and attorn to the exclusive
jurisdiction of the courts of the Province of Québec (district of Montréal) in connection with this
Note.
19. FEES. Each party to this Note shall be responsible for their respective expenses (including legal
fees) incurred by such party in connection with the completion of the transactions
contemplated therein.
20. LANGUAGE. The parties hereby request that all documentation relating to this convertible note
be prepared and forwarded in the English language only. Les soussignés consentent par les
présentes à ce que la documentation relative au sujet de ce billet convertible soit rédigée et
soumise en la langue anglaise seulement.

(Signature page follows)

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IN WITNESS WHEREOF the Borrower and Lender have caused this Note to be duly executed as of the
date first above written.

Borrower:
[INSERT COMPANY LEGAL NAME]

By:
Name:
Title:

Lender (entity):
[INSERT NAME]

Lender (individual person):
[INSERT NAME]

By:
Name:
Title:
Address:
Email:

Address:
Email:

Page 12

Schedule 1
ACCREDITED INVESTOR FORM

PLEASE MARK YOUR INITIALS BESIDE THE CATEGORY TO WHICH YOU BELONG

Meaning of “accredited investor”
“accredited investor” is defined in Section 1.1 of Regulation 45-106 to mean any person who fits within any
of the following categories at the time of the sale of securities to that person:
______ (a) (i) except in Ontario, a Canadian financial institution, or a bank listed in Schedule III of the

Bank Act (Canada);

(ii) in Ontario, (A)  a bank listed in Schedule I, II or III to the Bank Act (Canada); (B) an
association to which the Cooperative Credit Associations Act (Canada) applies or a central
cooperative credit society for which an order has been made under subsection 473 (1) of
that Act; or (C) a loan corporation, trust company, trust corporation, insurance company,
treasury branch, credit union, caisse populaire, financial services cooperative or credit union
league or federation that is authorized by a statute of Canada or Ontario to carry on
business in Canada or Ontario, as the case may be;

______ (b) the Business Development Bank of Canada incorporated under the Business Development

Bank of Canada Act;

______ (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 under the securities legislation of a jurisdiction of Canada as a

representative of a person referred to in paragraph (d);

______ (e.1) an individual formerly registered under the securities legislation of a jurisdiction of Canada,
other than an individual formerly registered solely as a representative of a limited market
dealer under one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland
and Labrador);

______ (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 the Office of the Superintendent of Financial Institutions
(Canada), a pension commission or similar regulatory authority of a jurisdiction of Canada;

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**Note: if individual accredited investors wish to purchase through wholly-owned holding
companies or similar entities, such purchasing entities must qualify under sections (m) or
(t), below, which must be checked.

______ (j) an individual who, either alone or with a spouse, beneficially owns financial assets having an
aggregate realizable value that, before taxes but net of any related liabilities, exceeds
$1,000,000; (Form 45-106F9 is required)

______ (j.1) an individual who beneficially owns financial assets having an aggregate realizable value

that, before taxes but net of any related liabilities, exceeds $5,000,000;

______ (k) an individual whose net income before taxes exceeded $200,000 in each of the two most
recent calendar years or whose net income before taxes combined with that of a spouse
exceeded $300,000 in each of the two most recent calendar years and who, in either case,
reasonably expects to exceed that net income level in the current calendar year; (Form 45-
106F9 is required)

______ (l) an individual who, either alone or with a spouse, has net assets of at least $5,000,000; (Form

45-106F9 is required)

**Note: if you are an “accredited investor” by way of j), k) or l) above, you must deliver to the
Corporation a completed and executed Form 45-106F9, attached at Appendix A to this
Accredited Investor Form.

______ (m) a person, other than an individual or an investment fund, that has net assets of at least

$5,000,000, as shown on its most recently prepared financial statements;
______ (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 National Instrument 45-106 (minimum amount investment) and 2.19 of
National Instrument 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 National Instrument 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;

______ (q) a person acting on behalf of a fully managed account managed by that person, if that person
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;

______ (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 jurisdictions of the registered charity to give advice on the securities being
traded;

______ (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;

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______ (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;

______ (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; or

______ (w) a trust established by an accredited investor for the benefit of the accredited investor’s
family members of which a majority of the trustees are accredited investors and all of the
beneficiaries are the accredited investor’s spouse, a former spouse of the accredited
investor or a parent, grandparent, brother, sister, child or grandchild of that accredited
investor, of that accredited investor’s spouse or of that accredited investor’s former spouse.
PLEASE MARK YOUR INITIALS BESIDE THE CATEGORY TO WHICH YOU BELONG

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Interpretative Aids
The following definitions relate to certain of the categories of accredited investor set forth above:
(a) “Canadian financial institution” means:
(a) an association governed by the Cooperative Credit Associations Act (Canada) or a central
cooperative credit society for which an order has been made under section 473(1) of that
Act, or
(b) a bank, loan corporation, trust company, trust corporation, insurance company, treasury
branch, credit union, caisse populaire, financial services cooperative, or league that, in each
case, is authorized by an enactment of Canada or a jurisdiction of Canada to carry on
business in Canada or a jurisdiction of Canada;

(b) “eligibility adviser” means:
(a) a person that is registered as an investment dealer and authorized to give advice with
respect to the type of security being distributed; and
(b) in Manitoba, also means a lawyer who is a practicing 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
certified management accountants in a jurisdiction of Canada provided that the lawyer or
public accountant must not:
(i) have a professional, business or personal relationship with the issuer, or any of its
directors, executive officers, founders, or control persons; and
(ii) have acted for or been retained personally or otherwise as an employee, executive
officer, director, associate or partner of a person 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;

(c) “EVCC” means an employee venture capital corporation that does not have a restricted constitution,
and is registered under Part 2 of the Employee Investment Act (British Columbia, and whose business
objective is making multiple investments;
(d) “financial assets” means:
(a) cash;
(b) securities; or
(c) a contract of insurance, a deposit or an evidence of a deposit that is not a security for the
purposes of securities legislation;

(e) “foreign jurisdiction” means a country other than Canada or a political subdivision of a country other
than Canada;
(f) “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;

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(g) “investment fund” means a mutual fund or a non-redeemable investment fund, and, for greater
certainty in British Columbia, includes an EVCC and a VCC, and, in Québec, any reporting issuer organized
under
(a) An Act to establish the Fonds de solidarité des travailleurs du Québec (F.T.Q.);
(b) An Act to establish Fondaction, le Fonds de développement de la Confédération des
syndicats nationaux pour la coopération et l’emploi; or
(c) An Act constituting Capital régional et coopératif Desjardins, Loi constituant Capital régional
et coopératif Desjardins.

(h) “jurisdiction of Canada” means a province or territory of Canada;
(i) “person” includes:
(a) an individual,
(b) a legal person,
(c) a partnership, a trust, a fund, an association, a syndicate, a body and any other group of
persons that is not constituted as a legal person; and
(d) any person acting as a trustee, liquidator, executor or legal representative;
(j) “related liabilities” means
(a) liabilities incurred or assumed for the purpose of financing the acquisition or ownership of
financial assets, or
(b) liabilities that are secured by financial assets;
(k) “securities legislation” means, the securities legislation as such term is defined in Regulation 14-101
– Definitions (Québec);
(l) “subsidiary” means an issuer that is controlled directly or indirectly by another issuer and includes a
subsidiary of that subsidiary; and
(m) “VCC” means a venture capital corporation registered under Part 1 of the Small Business Venture
Capital Act (British Columbia), whose business objective is making multiple investments.
All monetary references are in Canadian dollars.

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Appendix A to Accredited Investor Form
Form 45-106F9 – Form for Individual Accredited Investors

SECTION 1 TO BE COMPLETED BY THE ISSUER OR SELLING SECURITY HOLDER
1. About your investment
Type of securities: Convertible Note Issuer: COMPANY
Purchased from: Issuer
SECTIONS 2 TO 4 TO BE COMPLETED BY THE PURCHASER
2. Risk acknowledgement
This investment is risky. Initial that you understand that:

Your
initials
Risk of loss – You could lose your entire investment of $__________. [Instruction: Insert the total
dollar amount of the investment.]
Liquidity risk – You may not be able to sell your investment quickly – or at all.
Lack of information – You may receive little or no information about your investment.
Lack of advice – You will not receive advice from the salesperson about whether this investment is
suitable for you unless the salesperson is registered. The salesperson is the person who meets
with, or provides information to, you about making this investment. To check whether the
salesperson is registered, go to www.aretheyregistered.ca.
3. Accredited investor status
You must meet at least one of the following criteria to be able to make this investment. Initial the
statement that applies to you. (You may initial more than one statement.)

Your
initials
● Your net income before taxes was more than $200,000 in each of the 2 most recent calendar
years, and you expect it to be more than $200,000 in the current calendar year. (You can find
your net income before taxes on your personal income tax return.)
● Your net income before taxes combined with your spouse’s was more than $300,000 in each of
the 2 most recent calendar years, and you expect your combined net income before taxes to be
more than $300,000 in the current calendar year.
● Either alone or with your spouse, you own more than $1 million in cash and securities, after
subtracting any debt related to the cash and securities.
● Either alone or with your spouse, you have net assets worth more than $5 million. (Your net
assets are your total assets (including real estate) minus your total debt.)

WARNING!

This investment is risky. Don’t invest unless you can afford to lose all the money you pay

for this investment.

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4. Your name and signature
By signing this form, you confirm that you have read this form and you understand the risks of making this
investment as identified in this form.
First and last name (please print):
Signature: