Legal

FORMS OF AGREEMENTS

All information contained herein is qualified by Disclaimers

InvestX Capital Ltd. and its affiliates (“InvestX”) provide services which help Users engage in private securities transactions efficiently, securely, and lawfully. Securities products and services offered by InvestX Markets LLC (“InvestX Markets”), member of FINRA and SIPC and InvestX Financial (Canada) Ltd. (InvestX Financial”), a registered exempt market dealer in the provinces of British Columbia, Alberta, Ontario, Quebec and New Brunswick. InvestX Capital Ltd. is a technology provider that has licensed its technology and intellectual property to InvestX Markets and InvestX Financial (collectively “InvestX B/Ds”). InvestX Markets operates an alternative trading system, InvestX GEM.

InvestX offers standard forms of agreement that may be digitally signed by the Buyer and Seller as part of the transaction process. Forms of agreement are made available on an ‘as-is’ basis. InvestX is not acting as legal counsel to any party and use of any form of agreement, whether made available on InvestX GEM or otherwise, does not constitute the provision of legal advice by InvestX to any person. Users are solely responsible for their use of InvestX forms of agreement, and should read these important Disclaimers before initiating the transaction process. InvestX strongly recommends Users consult their legal or financial advisors prior to entering into any agreement.

Block Trades

InvestX GEM provides Users the opportunity to transact in direct shares of unregistered securities, known as Block Trades. These transactions initiated on InvestX GEM generally require the buyer and seller to enter into additional agreements, including commission agreement with InvestX B/Ds and an escrow agreement with a third-party provider for escrow of the buyer’s funds and evidence of the seller’s ownership of securities. Most issuers of securities require the buyer and seller to enter into a stock transfer agreement with it before the issuer agrees to process a change in ownership of its securities on its books and records.

SPV Trades

Another trading opportunity on InvestX GEM is trading in InvestX created special purpose vehicles (“SPVs”), which are private placement interests of underlying unregistered securities. As Users of InvestX GEM, the process of resale of InvestX SPVs is controlled by InvestX and includes the buyer entering into an assumption of obligations agreement with InvestX to complete any SPV transaction. Affiliates of InvestX Markets may enter into SPV trades on a proprietary basis.

COMPLIANCE WITH SECURITY LAWS

All information contained herein is qualified by Disclaimers

Each buyer and seller in a InvestX facilitated transaction is solely responsible for making his, her or its own legal determination about the availability of an exemption from applicable securities laws. Only accredited investors may purchase securities on InvestX GEM.
Securities laws in Canada require registered firms to provide certain disclosures to their clients when they trade in or advise with respect to their own securities or securities of certain other issuers to which they, or certain other parties related to them, are “related” or “connected”.

The SPV may be considered a related and/or connected issuer of an InvestX B/D. Investments by Canadian investors on this website are intended for those investors who qualify under available prospectus exemptions pursuant to National Instrument 45-106 Prospectus and Registration Exemptions, and for United Stated “accredited investors” as defined under Regulation D of the Securities Act of 1933, and similar laws and regulations in other jurisdictions.

INVESTX’S COMPLIANCE

For Block Trades, InvestX will not handle the securities or sales proceeds at any time. For SPV Trades, InvestX, through its transfer agent, will handle the capitalization table of the InvestX SPVs but will not handle any sales proceeds at any time. InvestX or certain affiliates may transact or hold shares of companies listed on InvestX GEM. InvestX does not provide any investment advice or opinion as to the value of any shares for securities traded on InvestX GEM. InvestX B/Ds may provide investment advice or opinion to investors in the private placement of InvestX SPVs.

InvestX Master GP 1 Inc. is an Exempt Reporting Adviser with the U.S. Securities and Exchange Commission. Nothing contained on InvestX GEM may be construed as investment advice, and use of the InvestX GEM constitutes explicit agreement that any use of the platform is qualified by your understanding and acceptance of the foregoing disclaimer. Some of the information about companies presented on InvestX GEM is provided by third party sources, including User submitted comments and documents. InvestX makes no effort to verify the accuracy of any third-party information and does not warrant the truthfulness or completeness of any company information viewable on its platform. InvestX expresses no opinion as to the suitability of any transaction for any person contemplating an InvestX GEM facilitated transaction. Any person contemplating an InvestX GEM facilitated transaction should make his, her or its own independent investigation of the suitability of any proposed transaction based on the facts and circumstances of such person’s financial situation, and InvestX strongly recommends consultation with legal or financial advisors prior to initiating a transaction on InvestX GEM.

DISCLAIMERS

None of the information displayed on or downloadable from investx.com (the “website”) represents an offer to buy or sell or a solicitation of an offer to buy or sell any security, nor does it constitute an offer to provide investment advice or service. Registered representatives of InvestX B/Ds do not provide legal, tax or transactional advisory services.

Information regarding companies available on the website has been collected from or generated from publicly available sources. The availability of company information does not indicate that such company has endorsed, supports or otherwise participates with InvestX. InvestX does not sell or rent your information. Use of the InvestX website constitutes acknowledgement that you have read, understood and agreed to be legally bound by the terms in these disclaimers.

By using the website or the information, tools, features or functionality provided on the website and by InvestX constitutes acceptance of InvestX’s Terms of Use and Privacy Policy.

Offers to sell, or the solicitations of offers to buy, any security can only be made through official offering documents that contain important information about risks, fees, and expenses. InvestX is not rendering legal, investment or any other kind of advice to any person when using InvestX GEM. InvestX makes no representation or warranty about the suitability of any form of agreement for any particular person or purpose. Accordingly, InvestX shall not be liable for any claim arising in connection with any person’s use of InvestX or any form of agreement available on its website.

Investing in private company securities is not suitable for all investors. An investment in private company securities is highly speculative and involves a high degree of risk and should only be considered a long-term investment. You must be prepared to withstand a total loss of your investment. Private company securities are also highly illiquid. Shares of these privately-held companies do not trade on any national securities exchange, and there is no guarantee that the shares of these companies will ever be traded on any national securities exchange. Each investment also carries its own specific risks and you should complete your own independent due diligence regarding the investment, including obtaining additional information about the company, opinions, financial projections and legal or other investment advice. Accordingly, investing in private company securities is appropriate only for those investors who can tolerate a high degree of risk and do not require a liquid investment. Inherent, actual or potential conflicts of interest may exist between you and InvestX. These investments are not bank deposits (and thus not insured by the Canadian Deposit Insurance Corporation in Canada or the Federal Deposit Insurance Corporation in the United States or by any other federal governmental agency), are not guaranteed by InvestX and may lose value. Neither the Securities and Exchange Commission nor any federal or state securities commission or regulatory authority in the United States or any provincial or territorial securities commission or regulatory authority in Canada has recommended or approved any investment or the accuracy or completeness of any of the information or materials provided by or through this website.

Any financial projections or returns shown on this website are illustrative examples only, and there can be no assurance that any valuations provided are accurate or in agreement with market or industry valuations.

The InvestX website contains information submitted by its Users. InvestX accepts no responsibility for the content or accuracy of such information. Information shared between and among Users does not constitute any advice from or endorsement by InvestX. InvestX expressly disclaims any financial liability whatsoever to any User resulting from use of information provided by other InvestX Users.

InvestX is not responsible for any errors, omissions or representations on any of its web pages or on any links to other web pages contained on such pages. The InvestX website contains material submitted by third-parties. These third-parties are solely responsible for ensuring that the materials submitted comply with all legal requirements.

The information on the InvestX website is updated from time to time. InvestX disclaims any warranties, expressed or implied, as to the quality, accuracy, efficacy, completeness, performance, or fitness of the InvestX website for any particular purpose, including without limitation any comments, feedback and advertisements contained on the website.

InvestX makes no warranty that the contents of the InvestX website are free from infection by viruses or any other contaminating or destructive properties and shall have no liability in respect thereof.

Users are not permitted to post an indication of interest to both buy and sell shares of the same corporation at the same time.

All trademarks, logos and brand names are the property of their respective owners. All company, product and service names used are for identification purposes only. Use of these names, trademarks and brands does not imply endorsement.

Cautionary Note: Forward-Looking Statements.

This document or information on the website contains “forward-looking information” within the meaning of securities laws with respect to statements that may predict, forecast, indicate or imply future plans, intentions, levels of activity, results, performance or achievements, and involve known and unknown risks, uncertainties and other factors which may cause the actual plans, intentions, activities, results, performance or achievements of any security to be materially different from any future plans, intentions, activities, results, performance or achievements expressed or implied by such forward-looking information. Often, but not always, forward-looking information can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, will”, “projects”, or “believes” or variations (including negative variations) of such words and phrases, or statements that certain actions, events, results or conditions “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Except for statements of historical fact, information contained herein constitutes forward-looking information. Forward-looking information is not a guarantee of future performance and is based upon a number of estimates and assumptions of the management of any issuers found on the website at the date the statements are made. While a company may consider these assumptions to be reasonable, the assumptions are inherently subject to significant business, social, economic, political, regulatory, competitive, and other risks and uncertainties, contingencies and other factors that could cause actual performance, achievements, actions, events, results or conditions to be materially different from those projected in the forward-looking information. Many assumptions are based on factors and events that are not within the control of the issuer and there is no assurance they will prove to be correct.

Furthermore, such forward-looking information involves known and unknown risks, uncertainties, and other factors which may cause the actual results, performance or achievements of the issuer to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking information. Such factors include, among others, general business, economic, competitive, political, regulatory, and social uncertainties. Although InvestX understands that a company has attempted to identify important factors that could cause actual performance, achievements, actions, events, results, or conditions to differ materially from those described in forward-looking information, there may be other factors that cause performance, achievements, actions, events, results, or conditions to differ from those anticipated, estimated, or intended. Readers are cautioned that the foregoing list of important factors and assumptions is not exhaustive. Other events or circumstances could cause actual results to differ materially from those estimated or projected and expressed in, or implied by, this forward-looking information. Forward-looking information is made as of the date of any offering document provided by issuer and we understand the issuer has no obligation to update or revise any forward-looking information, whether as a result of new information, future events or results or otherwise, except as required by applicable law. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information.

Please find specific disclosures at the following links: Privacy Policy, AML Policy, Business Continuity Plan, Customer Complaint Notice and SIPC.