NOTE: GREATCELL ENERGY PTY LTD RESERVES THE RIGHT TO ACCEPT SUBSCRIPTIONS AT THEIR SOLE DISCRETION, INCLUDING OVER-SUBSCRIPTIONS UP TO $2MILLION. SUBMISSION OF AN APPLICATION IS NOT A GUARANTEE THAT SHARES WILL BE ALLOCATED. IF SHARES ARE NOT ALLOCATED TO YOU, YOUR FUNDS WILL BE REIMBURSED.
NOTE: PLEASE READ THE INFORMATION BELOW CAREFULLY. IT IS NOT NECESSARY TO BE A ‘SOPHISTICATED INVESTOR’ TO SUBMIT AN APPLICATION, HOWEVER IT MAY BE A FACTOR IN THE ALLOCATION OF SHARES.
Investor’s Acknowledgements, Warranties and Representations
- The Investor acknowledges that the Shares that are to be allotted and issued to the Investor are subject to the Company’s Constitution, and agrees to be bound by the Constitution upon the issue of the Shares.
- By subscribing for Shares in the Company, the Investor acknowledges that the Shares to be issued are currently not tradeable on any exchange. The Investor acknowledges that the Company may not succeed in listing on Australian Stock Exchange (“ASX”) or any other recognised exchange.
- The Investor acknowledges it has made its own enquiries concerning the Company and its business and affairs and that the Company makes no representations or warranties to the Investor except as contained in any Information Memorandum provided by the Company to the Investor.
- The Investor represents and warrants that it is a Sophisticated Investor or Professional Investor (pursuant to sections 708(8) and 708(11) of the Corporations Act respectively), or a person who falls within one of the exemptions contained in any other part of section 708 of the Corporations Act from the general requirement set out in section 706 of the Corporations Act that the issue of securities to investors occur by way of a disclosure document. For further information, please refer to the definitions of Sophisticated Investor and Professional Investor contained in Schedule 1 to this Application Form.
- The Investor represents and warrants that, if a “Sophisticated Investor” for the purposes of section 708(8) of the Corporations Act, it will, prior to the issue of the Shares, deliver to the Company, a certificate of qualification as required under section 708(8) of the Corporations Act, in the form set out Schedule 2 to this Application Form, dated on or before the date of this Application Form.
- The Investor acknowledges that in the event that the Company lists on a stock exchange, all or some of the Shares issued to it may be required to be escrowed for a period prescribed by the listing rules of that exchange, and the Investor will do all such things and sign all such documents as are required by the exchange listing rules to give effect to the escrow of the Shares for the prescribed period, including entering into any restriction agreement prescribed in the listing rules. In the event of default by the Investor under this paragraph, the Investor appoints any director of the Company as its attorney for the sole purposes of entering into such a restriction agreement (if any).
- The Investor must not, and represents and warrants to the Company that it will not, offer any of the Shares for sale to any person within 12 months from the date of issue of the Shares (“Offer”) or until the Company lists on a suitable stock exchange, whichever is the earlier unless:
- the Offer does not require disclosure as a result of section 708 of the Corporations Act (excluding section 708(1) of the Corporations Act);
- the Offer does not require disclosure as a result of ASIC Class Order CO 04/671, or any variation or replacement of it;
- the Offer is made pursuant to a disclosure document in accordance with the Corporations Act; or
- the Offer is received by a person outside Australia.
By clicking I AGREE below, and signing the Share Application Form, you agree that you have read carefully the Investor’s Acknowledgements, Warranties and Representations set out above and sought professional advice where necessary. You agree to make the Acknowledgements, Warranties and Representations above and to be bound by their terms.