Exhibit 10.6
THIS SUBSCRIPTION AGREEMENT RELATES TO AN OFFERING OF A CONVERTIBLE NOTE (THE
"NOTE") IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS
DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE "1933 ACT").
THE NOTE TO WHICH THIS SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT")
RELATES HAS NOT BEEN REGISTERED UNDER THE
1933 ACT, OR ANY U.S. STATE
SECURITIES LAWS, AND, UNLESS SO REGISTERED, IT MAY NOT BE OFFERED OR SOLD,
DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT IN
ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS.
IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE NOTE MAY
NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT.
"UNITED STATES" AND
"U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.
SUBSCRIPTION AGREEMENT
(Offshore Subscribers)
TO:
Toron Inc. (the "Company")
a company with offices at 1000 de La Gauchetiere Street West - 24th Floor,
Montreal, Quebec
Purchase of Convertible Note
1.
SUBSCRIPTION AND USE OF PROCEEDS
1.1
ON THE BASIS OF THE REPRESENTATIONS
AND WARRANTIES AND SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN, XXXXXXX
(THE "SUBSCRIBER") HEREBY IRREVOCABLY SUBSCRIBES FOR AND AGREES TO PURCHASE ONE
CONVERTIBLE NOTE (THE "NOTE") FROM THE COMPANY FOR AN AGGREGATE PURCHASE PRICE
OF $XXXX.XX (THE "SUBSCRIPTION PROCEEDS"), SUBSTANTIALLY IN THE FORM ATTACHED TO
THIS SUBSCRIPTION AGREEMENT AS EXHIBIT "A" (THE SUBSCRIPTION AND AGREEMENT TO
PURCHASE BEING THE "SUBSCRIPTION").
1.2
ON THE BASIS OF THE REPRESENTATIONS
AND WARRANTIES AND SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN, THE
COMPANY HEREBY IRREVOCABLY AGREES TO SELL THE NOTE TO THE SUBSCRIBER.
1.3
SUBJECT TO THE TERMS HEREOF, THE
SUBSCRIPTION WILL BE EFFECTIVE UPON ITS ACCEPTANCE BY THE COMPANY.
1.4
UNLESS OTHERWISE PROVIDED, ALL DOLLAR
AMOUNTS REFERRED TO IN THIS SUBSCRIPTION AGREEMENT ARE IN LAWFUL MONEY OF THE
UNITED STATES OF AMERICA.
2.
PAYMENT
2.1
THE SUBSCRIPTION PROCEEDS PERTAINING
TO THE PURCHASE OF THE NOTE SHALL BE PAID ON OR BEFORE THE CLOSING DATE (AS
DEFINED IN SECTION 4.1, BELOW) BY CHEQUE OR WIRE TRANSFER TO THE COMPANY.
3.
DOCUMENTS REQUIRED FROM SUBSCRIBER
3.1
THE SUBSCRIBER MUST:
(A)
COMPLETE, SIGN AND RETURN TO THE
COMPANY AN EXECUTED COPY OF THIS SUBSCRIPTION
AGREEMENT PRIOR TO THE CLOSING DATE; AND,
(B)
COMPLETE, SIGN AND RETURN TO THE COMPANY AS SOON AS POSSIBLE, ON
REQUEST BY THE COMPANY, ANY DOCUMENTS, QUESTIONNAIRES, NOTICES AND UNDERTAKINGS
AS MAY BE REQUIRED BY REGULATORY AUTHORITIES AND APPLICABLE LAW
(COLLECTIVELY THE "TRANSACTION DOCUMENTS.")
4.
CLOSING
4.1
THERE SHALL BE NO FORMAL CLOSING
CEREMONY WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
INSTEAD, THE PARTIES SHALL EXECUTE AND EXCHANGE THE TRANSACTION DOCUMENTS BY
FACSIMILE AND EMAIL AND THE CLOSING OF THE