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CleanGo Innovations Inc. — Merger & Acquisition 2021
Feb 2, 2021
47310_rns_2021-02-01_e44c34fa-020d-4ca7-956b-4f302ee9cadf.pdf
Merger & Acquisition
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THIS LETTER OF TRANSMITTAL IS FOR USE ONLY IN CONJUNCTION WITH THE PLAN OF ARRANGEMENT INVOLVING CLEAN GO GREEN GO INC., SOFTLAB9 TECHNOLOGIES INC. AND THE SHAREHOLDERS OF CLEAN GO GREEN GO INC. THIS LETTER OF TRANSMITTAL MUST BE VALIDLY COMPLETED, DULY EXECUTED AND RETURNED TO THE DEPOSITARY, ODYSSEY TRUST COMPANY ON A TIMELY BASIS IN ACCORDANCE WITH THE INSTRUCTIONS CONTAINED BELOW.
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LETTER OF TRANSMITTAL FOR SHAREHOLDERS OF CLEAN GO GREEN GO INC.
Please read the instructions set out below carefully before completing this Letter of Transmittal.
TO: CLEAN GO GREEN GO INC. AND TO: SOFTLAB9 TECHNOLOGIES INC. AND TO: ODYSSEY TRUST COMPANY (THE "DEPOSITARY")
This Letter of Transmittal (the " Letter of Transmittal ") is for use by holders (" Shareholders ") of Class "A" Common Shares (the " CGGG Shares ") of Clean Go Green Go Inc. (" CGGG ") in connection with the proposed plan of arrangement (" Arrangement ") involving CGGG, Softlab9 Technologies Inc. (the " Softlab9 ") and the Shareholders pursuant to an arrangement agreement between CGGG and the Softlab9 dated November 20, 2020 (the " Arrangement Agreement "). The full text of the Arrangement Agreement is set out in the joint information circular (the " Information Circular ") of CGGG and the Softlab9 dated January 25, 2020. Capitalized terms used, but not defined in this Letter of Transmittal shall have the meanings given to them in the Information Circular.
Pursuant to the Arrangement, Shareholders will exchange their CGGG Shares for common shares of the Softlab9 (" Softlab9 Shares "), such that each Shareholder will receive, in respect of each CGGG Share held, 0.75 of a Softlab9 Share. Softlab9 also intends to change its name to "CleanGo Innovations Inc." in connection with the Fundamental Change. As such, in this Letter of Transmittal, all references to Softlab9 Shares issuable to Shareholders following the completion of the Arrangement refers to DRS Statement(s) or share certificate(s), if requested issuable under the name of "CleanGo Innovations Inc."
In order for Shareholders to receive the Direct Registration System statement (“ DRS Statements ”) or share certificate, if requested representing the Softlab9 Shares, Shareholders are required to deposit the certificates representing the CGGG Shares held by them, along with a duly completed Letter of Transmittal, with the Depositary. DRS Statement (or certificate if requested) representing Softlab9 Shares issuable to a Shareholder who has complied with the procedures set out herein will be, as soon as practical after the Effective Date of the Arrangement and after the receipt of all required documents: (i) Emailed to the email address provided below by default; or (ii) forwarded to the Shareholder at the address specified in this Letter of Transmittal by first-class mail, if requested; or (ii) made available at the offices of the Depositary at which this Letter of Transmittal and the certificate(s) for the CGGG Shares were delivered, for pickup by the Shareholder, as requested by the Shareholder in this Letter of Transmittal, subject to any withholding required with respect to Non-Resident Shareholders. If no address is provided on this Letter of Transmittal, DRS Statement (or certificate if requested) representing the Softlab9 Shares will be forwarded to the address of the Shareholder as shown on the register of Shareholders.
SHAREHOLDERS WHOSE CGGG SHARES ARE REGISTERED IN THE NAME OF A BROKER, DEALER, BANK, TRUST COMPANY OR OTHER NOMINEE MUST CONTACT THEIR NOMINEE TO DEPOSIT SUCH SHARES.
Shareholders should be aware that there may be tax considerations applicable to them with respect to the Arrangement under Canadian, United States and other tax laws. Certain of such tax considerations are summarized in the Information Circular; however, such summary is not intended to be legal or tax advice, and Shareholders should consult their own tax advisors as to the tax consequences to them of the Arrangement with respect to their particular circumstances.
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DEPOSIT OF CGGG SHARE CERTIFICATES
The undersigned delivers to you the enclosed certificate(s) representing CGGG Shares (the " Deposited Shares ") to be exchanged for DRS Statement (or certificate if requested) representing the Softlab9 Shares pursuant to and in accordance with the Arrangement, as described in detail in the Information Circular.
| DESCRIPTION OF DEPOSITED SHARES | DESCRIPTION OF DEPOSITED SHARES | DESCRIPTION OF DEPOSITED SHARES |
|---|---|---|
| Certificate Number(s) | Name in which Deposited Shares are Registered |
Number of Deposited Shares |
| TOTAL DEPOSITED SHARES: |
(If space is not sufficient, please attach a separate list)
Some or all of my CGGG Share certificates have been lost, stolen or destroyed. (Check box if applicable) . Please review Instruction 8 for the procedure to replace lost or destroyed certificates.
The Plan of Arrangement provides that any certificate formerly representing CGGG Shares that is not deposited with all other required documents before the last Business Day prior to the sixth anniversary of the Effective Date shall cease to represent a claim by or interest of any former Shareholder of any kind or nature against CGGG or Softlab9. On such date, all consideration and other property to which such former Shareholder was entitled shall be deemed to have been surrendered and forfeited for no consideration to CGGG or the Softlab9, as applicable.
AUTHORIZATION
The undersigned:
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represents and warrants that the undersigned is the legal owner of the Deposited Shares and has good title to the rights represented by such certificates free and clear of all liens, charges, encumbrances, claims and equities, together with all rights and benefits, and has full power and authority to execute and deliver this Letter of Transmittal and to deposit, sell, assign, transfer and deliver the certificates representing the Deposited Shares;
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represents and warrants that the surrender of the undersigned's Deposited Shares complies with applicable laws and that the information provided herein is true, accurate and complete as of the date hereof;
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acknowledges receipt of the Information Circular;
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directs the Depositary to issue or cause to be issued DRS Statement (or certificate if requested) representing Softlab9 Shares to which the undersigned is entitled on completion of the Arrangement in the name indicated below and to send the DRS Statement (or certificate if requested) representing Softlab9 Shares to the address, or hold the same for pickup, as indicated in this Letter of Transmittal;
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acknowledges that CGGG, the Softlab9 and the Depositary shall be entitled to deduct and withhold from any amounts payable to any former Shareholder such amounts (whether in cash or Softlab9 Shares) as CGGG, the Softlab9, or the Depositary reasonably determines it is required to deduct or withhold with respect to such payment under the Income Tax Act (Canada) or any provision of federal, provincial, territorial, state, local or foreign tax law. To the extent that amounts are so deducted or withheld, such deducted or withheld amounts shall be treated, for all purposes, as having been paid or delivered to the former Shareholder in respect of which such deduction and withholding was made, provided that such deducted or withheld amounts are timely remitted to the appropriate governmental authority;
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covenants and agrees to execute, upon request, any additional documents, transfers and other
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assurances as may be necessary or desirable to complete the exchange of certificate(s) representing CGGG Shares for the DRS Statement (or certificate if requested) representing Softlab9 Shares;
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acknowledges that all authority conferred, or agreed to be conferred by the undersigned herein may be exercised during any subsequent legal incapacity of the undersigned and shall survive the death, incapacity, bankruptcy or insolvency of the undersigned and all obligations of the undersigned herein shall be binding upon any heirs, personal representatives, successors and assigns of the undersigned;
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by virtue of the execution of this Letter of Transmittal, shall be deemed to have agreed that all questions as to validity, form, eligibility (including timely receipt) and acceptance of any CGGG Shares deposited pursuant to the Arrangement will be determined by the Softlab9 in its sole discretion and that such determination shall be final and binding and acknowledges that there shall be no duty or obligation on the Softlab9, CGGG or the Depositary or any other person to give notice of any defect or irregularity in any deposit and no liability shall be incurred by any of them for failure to give such notice;
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acknowledges that the covenants, representations and warranties of the undersigned contained herein shall survive the completion of the Arrangement;
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acknowledges that CGGG and the Softlab9 may be required to disclose personal information in respect of the undersigned to (i) securities regulatory authorities and stock exchanges, (ii) the Depositary, (iii) any of the parties to the Arrangement, and (iv) legal counsel to any of the parties to the Arrangement;
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by reason of the use by the undersigned of this English language Letter of Transmittal, the undersigned shall be deemed to have required that any contract evidenced by the Arrangement as entered into through this Letter of Transmittal, as well as any documents related thereto, be drawn exclusively in the English language. En utilisant la version anglaise de la présente lettre d'envoi, le soussigné est réputé avoir demandé que tout contrat attesté par l'arrangement, tel qu'il est accepté au moyen de cette lettre d'envoi, de même que tous les documents qui s'y rapportant soient rédigés exclusivement en anglais ;
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irrevocably constitutes and appoints each director and officer of the Softlab9 and any other person designated by the Softlab9 in writing, the true and lawful agent and attorney of the undersigned to do such acts or take such actions in the name of or on behalf of the undersigned with respect to the exchange of the undersigned's CGGG Shares for the for the DRS Statement (or certificate if requested) representing Softlab9 Shares and in accordance with the Arrangement (such power of attorney being deemed to be an irrevocable power coupled with an interest) and revokes any and all authority, whether as agent, attorney-in-fact, proxy or otherwise previously conferred or agreed to by the undersigned with respect to the CGGG Shares deposited and agrees not to grant any authority in the future with respect to the CGGG Shares deposited;
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acknowledges that if the Arrangement is completed, the deposit of CGGG Shares pursuant to this Letter of Transmittal is irrevocable;
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acknowledges that if the Arrangement is not completed, the Arrangement Agreement is terminated or CGGG or the Softlab9 terminate their obligations thereunder pursuant to its terms, the undersigned directs the Depositary to return the enclosed certificate(s) to the address of the Shareholder indicated below by first class mail;
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acknowledges that the delivery of the CGGG Shares shall be effected, and the risk of loss of such CGGG Shares shall pass, only upon proper receipt thereof by the Depositary; and
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instructs the Depositary to hold for pick-up or send the DRS Statement (or certificate if requested) representing Softlab9 Shares to which the undersigned is entitled pursuant to the following instructions.
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TAX WITHHOLDING
All Shareholders must complete this step.
The Softlab9 will be required under Section 116 of Tax Act to withhold and remit to the CRA 25% of the consideration payable under the Arrangement to a Shareholder unless: (i) the Shareholder is not a NonResident Shareholder (as defined below) for the purposes of Section 116 of the Tax Act; or (ii) the Shareholder has obtained from the CRA and provided to the Softlab9 and the Depositary prior to the Effective Time, a clearance certificate issued under Section 116 of the Tax Act in form and amount acceptable to the Softlab9, in its sole discretion, acting reasonably (such acceptable clearance certificate referred to as a " Section 116 Certificate "). Non-Resident Shareholders should consult their own tax advisors for assistance in making an application for a Section 116 Certificate.
Shareholders are required to check the box below which is applicable to them:
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I. The undersigned represents that the undersigned and beneficial owner of the CGGG Shares is not a Non-Resident Shareholder for purposes of Section 116 of the Tax Act.
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II. The undersigned is a Non-Resident Shareholder for the purposes of Section 116 of the Tax Act and agrees to provide a Section 116 Certificate to the Softlab9 with a certificate limit (as that term is defined in Section 116 of the Tax Act) that is equal to or greater than the consideration payable to the undersigned under the Arrangement prior to the Effective Time, failing which the undersigned will be deemed to have checked Box III below. The undersigned agrees to indemnify the Softlab9 for any amount assessed by the CRA against the Softlab9 in connection with its withholding and remittance obligations under Section 116 of the Tax Act in respect of CGGG Shares delivered herewith, including all interests, penalties, fines, additions to tax and other reasonable costs to the Softlab9 that result from the undersigned's failure to satisfy his/her/its obligations to deliver a Section 116 Certificate.
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III. The undersigned is a Non-Resident Shareholder for the purposes of Section 116 of the Tax Act and does not intend to provide a Section 116 Certificate prior to the Effective Date. The undersigned acknowledges that the Softlab9 may deduct or withhold such portion of the share consideration payable to the undersigned and may sell or otherwise dispose of any share consideration as is necessary to remit to the CRA 25% of the consideration payable to the undersigned pursuant to the Arrangement.
A Shareholder who does not check any of the boxes above will be deemed to have checked Box III above. For greater certainty, the withholding, deduction or remittance of any required amount shall, for all purposes, constitute satisfaction by the Softlab9 of the consideration payable by the Softlab9 to such Shareholder.
A "Non-Resident Shareholder" is a beneficial owner of CGGG Shares that is: (a) where the holder is not a partnership, such holder is a non-resident of Canada for the purposes of the Tax Act; or (b) where the holder is a partnership, the holder is not a "Canadian partnership" for the purposes of the Tax Act (meaning that one or more of the partners of the partnership are non-residents of Canada for the purposes of the Tax Act).
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REGISTRATION AND DELIVERY INSTRUCTIONS
All CGGG Shareholders must complete this Step.
The Depositary, the Softlab9 and CGGG are hereby authorized and directed to cause the DRS Statement (or certificate if requested) representing Softlab9 Shares which the Shareholder is entitled to receive in accordance with the terms of the Arrangement to be registered in the name of the undersigned (unless alternative registration is required in the manner set forth below), which shall be sent by mail to the address specified or held for pick up, if so indicated.
BOX A BOX B REGISTRATION INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS (See Instruction 2) (See Instruction 2) To be completed ONLY if the CGGG Shares to which the undersigned are entitled to under the Register the Softlab9 Shares to:
To be completed ONLY if the CGGG Shares to which the undersigned are entitled to under the Arrangement are to be sent to someone other than the person shown in Box A or to an address other than the email address shown in Box A or held for pick-up in Box C.
Name: (please print) Address:
In the Name of: (please print)
Address:
(include postal or zip code) (Email Delivery Address for DRS Statement)[1] (include postal or zip code) □ Please issue physical share certificate instead of DRS Statement.
BOX C
HOLD FOR PICK-UP
- Check here if the DRS Statement (or certificate if requested) representing the Softlab9 Shares are to be held for pick-up at the office of the Depositary at which this Letter of Transmittal is deposited.
1 By providing their email address, the undersigned consents to electronic delivery by the Depositary.
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SHAREHOLDER SIGNATURE(S)
This box must be signed by Shareholder(s) exactly as the name(s) appear(s) on the deposited CGGG Share certificate(s) or by transferee(s) of original registered holder(s) authorized to become new registered holder(s) by certificates and documents transmitted with this Letter of Transmittal. See Instruction 3 below . If the signature is by a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or any other person acting in a fiduciary or representative capacity, please provide the information described in Instruction 5.
escribed in Instruction 5. |
|
|---|---|
| Signature guaranteed by (if required under items 3 and 4 of the instructions): Authorized Signature of Guarantor Name of Guarantor (please print or type) Address of Guarantor (please print or type) |
Dated: ,20 |
| Signature of Shareholder or Authorized Representative (see items 3, 4 and 5 of the instructions) |
|
| Address of Shareholder | |
| Daytime Telephone Number of Shareholder | |
| Facsimile Number of Shareholder | |
| Social Insurance Number or U.S. Resident Taxpayer Identification Number (must be provided) |
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| Name of Shareholder (please print or type) |
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| Name of Authorized Representative, if applicable (please print or type) |
INSTRUCTIONS
1. Use of Letter of Transmittal
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(a) This Letter of Transmittal (or a manually executed copy hereof) validly completed and duly executed as required by the instructions set forth below, together with the Deposited Shares and all other documents required by the terms of the Arrangement must be received by the Depositary at its office specified on the back page of this Letter of Transmittal.
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(b) The use of the mail to transmit certificate(s) representing CGGG Shares and the Letters of Transmittal and other relevant documents is at each holder's risk. It is recommended that such certificate(s) and documents be delivered by hand to the Depositary and a receipt therefore be obtained or that registered mail be used. Shareholders whose CGGG Shares are registered in the name of a broker, dealer, bank, trust company or other nominee must contact their nominee to deposit such CGGG Shares.
2. Registration and Delivery Instructions
The box entitled " Registration Instructions " must be completed by all Shareholders . In the event that the boxes entitled “ Registration Instructions ” and “ Special Delivery Instructions ”, as applicable, are not completed by a holder of CGGG Shares, the DRS Statement (or certificate if requested) representing Softlab9 Shares to be registered to such holder shall be registered in the name of such holder as such name appears on the register of holders of CGGG Shares and shall be delivered to the address otherwise indicated by the holder, or where no such address is indicated, to the holder’s latest address appearing on the register of holders of CGGG Shares.
3. Signatures
This Letter of Transmittal must be validly completed and duly executed by the holder of CGGG Shares or by such holder's duly authorized representative (in accordance with instruction 5 " Fiduciaries, Representatives and Authorizations ", below).
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(a) If this Letter of Transmittal is signed by the registered owner(s) of the accompanying certificate(s), such signature(s) on this Letter of Transmittal must correspond with the name(s) as registered or as written on the face of such certificate(s) without any change whatsoever, and the certificate(s) need not be endorsed. If such transmitted certificate(s) are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.
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(b) If this Letter of Transmittal is signed by a person other than the registered owner(s) of the CGGG Shares:
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(i) such deposited certificate(s) must be endorsed or be accompanied by an appropriate share transfer power of attorney duly and properly completed by the registered owner(s); and
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(ii) the signature(s) on such endorsement or power of attorney must correspond exactly to the name(s) of the registered owner(s) as registered or as appearing on the certificate(s) and must be guaranteed as noted in instruction 4 " Guarantee of Signatures " below.
4. Guarantee of Signatures
If this Letter of Transmittal is executed by a person other than the registered owner(s) of the CGGG Shares or if cheque(s) are to be issued to a person other than the registered holder(s) or sent to an address other than the address of the registered holder(s) as shown on the register of Shareholders maintained by CGGG's registrar and transfer agent, such signature must be guaranteed by an Eligible Institution, or in some other manner satisfactory to the Depositary (except that no guarantee is required if the signature is that of an Eligible Institution).
An " Eligible Institution " means a member of the Securities Transfer Agents Medallion Program (STAMP), a member of the Stock Exchanges Medallion Program (SEMP) or a member of the New York Stock Exchange Inc. Medallion Signature Program (MSP). Members of these programs are usually members of a recognized stock exchange in Canada and/or the United States, members of the Investment Industry Regulatory Organization of Canada, members of the Financial Industry Regulatory Authority or banks and trust companies in the United States. A signature guarantee will also be accepted from a Canadian Schedule 1 chartered bank that is not participating in a Medallion Signature Guarantee Program and makes available its list of authorized signing officers to the Transfer Agent. Currently signature guarantees are accepted from Bank of Nova Scotia, Royal Bank of Canada and TD Bank
5. Fiduciaries, Representatives and Authorizations
Where this Letter of Transmittal or any certificate or share transfer or power of attorney is executed by a person as an executor, administrator, trustee, guardian, attorney-in-fact, or agent or on behalf of a corporation, partnership or association or is executed by any other person acting in a fiduciary or representative capacity, this Letter of Transmittal must be accompanied by satisfactory evidence of the authority to act. The Depositary, at its discretion, may require additional evidence of authority or additional documentation.
6. Direct Registration System
Softlab9 Shares to be issued pursuant to the Arrangement will be issued in the Direct Registration System, or DRS. The DRS is a system that allows you to hold your Softlab9 Shares in “book-entry” form without having a physical share certificate issued as evidence of ownership. Under DRS, your Softlab9 Shares will be held in your name and registered electronically in the Softlab9’s records, which will be maintained by its transfer agent, Odyssey Trust Company. The Direct Registration System eliminates the need for shareholders to safeguard and store certificates, it avoids the significant cost of a surety bond for the replacement of, and the effort involved in replacing, physical certificate(s) that might be lost, stolen or destroyed and it permits/enables electronic share transactions.
Upon completion of the Arrangement you will receive initial DRS Statement acknowledging the number of Softlab9 Shares you hold in your DRS account. Each time you have any movement of Softlab9 Shares into or out of your DRS account, you will be mailed an updated DRS Statement. You may request a DRS Statement at any time by contacting Odyssey Trust Company - www. Odysseycontact.com
At any time you may request a share certificate for all or a portion of the Softlab9 Shares held in your DRS account. Simply visit www.Odysseycontact.com with your request. A share certificate for the requested number of Softlab9 Shares will be sent to you by first class mail upon receipt of your instructions, at a standard cost to you.
For more information, please contact Odyssey Trust Company.
7. Miscellaneous
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(a) If the space on this Letter of Transmittal is insufficient to list all certificates for CGGG Shares, additional certificate numbers and the number of CGGG Shares represented thereby may be included on a separate signed list affixed to this Letter of Transmittal.
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(b) If CGGG Shares are registered in different forms (e.g. "John Doe" and "J. Doe"), a separate Letter of Transmittal should be signed for each different registration.
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(c) No alternative, conditional or contingent deposits will be accepted. All depositing Shareholders by execution of this Letter of Transmittal (or a copy thereof) waive any right to receive any notice by the Depositary.
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(d) The holder(s) of the CGGG Shares covered by this Letter of Transmittal hereby unconditionally and irrevocably attorns to the non-exclusive jurisdiction of the courts of the Province of Alberta and the courts of appeal therefrom.
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(e) Additional copies of the Letter of Transmittal may be obtained on request and without charge from the Depositary at any of its offices at the addresses listed on the back page of this Letter of Transmittal.
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(f) The Softlab9 reserves the right, if it so elects, in its absolute discretion, to instruct the Depositary to waive any defect or irregularity contained in any Letter of Transmittal received by it.
8.
Lost Certificates
If a certificate representing CGGG Shares has been lost or destroyed, this Letter of Transmittal should be completed as fully as possible and forwarded, together with a letter describing the loss or destruction, to the Depositary. The Depositary will respond with the replacement requirements, which may include an affidavit of loss and a bond of indemnity and which must be completed and returned to the Depositary.
9.
Fractional Shares
No fractional Softlab9 Shares shall be issued under the Arrangement.
10. Privacy Notice
At Odyssey Trust Company, we take your privacy seriously. When providing services to you, we receive non-public, personal information about you. We receive this information through transactions we perform for you or an issuer in which you hold securities, from enrolment forms and through other communications with you. We may also receive information about you by virtue of your transactions with affiliates of Odyssey Trust Company or other parties. This information may include your name, social insurance number, securities ownership information and other financial information. With respect to both current and former customers, Odyssey Trust Company does not share non-public personal information with any non-affiliated third party except as necessary to process a transaction, service your account or as permitted by law. Our affiliates and outside service providers with whom we share information are legally bound not to disclose the information in any manner, unless permitted by law or other governmental process. We strive to restrict access to your personal information to those employees who need to know the information to provide our services to you, and we maintain physical, electronic and procedural safeguards to protect your personal information. Odyssey Trust Company realizes that you entrust us with confidential personal and financial information, and we take that trust very seriously. By providing your personal information to us and signing this form, we will assume, unless we hear from you to the contrary, that you have consented and are consenting to this use and disclosure.
A complete copy of our Privacy Code may be accessed at www.odysseytrust.com, or you may request a copy in writing Attn: Chief Privacy Officer, Odyssey Trust Company at 323 – 409 Granville St, Vancouver, BC, V6C 1T2
11. Questions and Assistance
If you have any questions or require assistance in completing this Letter of Transmittal, please contact the Depositary at the telephone numbers or address indicated on the last page of this Letter of Transmittal.
Offices of the
Depositary
ODYSSEY TRUST COMPANY
By Mail, Hand, Courier or Registered Mail:
United Kingdom Building 323 – 409 Granville Street, Vancouver BC V6C 1T2 Attention: Corporate Actions
Inquiries:
Local Telephone: (587) 885-0960 Toll-free: 1-(888)-290-1175
E-Mail: [email protected]
Any questions and requests for assistance may be directed by Shareholders to the Depositary at the telephone number and locations set out above.