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Certain identified information has been excluded from the exhibit pursuant to Item 601(a)(6) of Regulation S-K due to personal privacy concerns. Redacted information is indicated by: [***]
NON-U.S. PERSONS
HAVE YOU COMPLETED THIS SUBSCRIPTION AGREEMENT PROPERLY?
The following items in this Subscription Agreement must be completed. (Please initial each box.)
Provide information and answers in the boxes on pages 1, 2 and 3.
Sign the execution page on page 1 of this Subscription Agreement.
Complete Schedule "1" Accredited Investor Representation Letter and sign
Delivery of Subscription forms may be made by
email to: [***]
facsimile to: fax #: [***]
Delivery of certified cheque, money order or bank draft may be made by courier/mail to:
ProMIS Neurosciences Inc. Attention: CFO
1920 Yonge Street, Suite 200, Toronto, ON M4S 3E2
Alternatively, delivery of funds may also be made via electronic wire transfer in accordance with the wire transfer instructions set forth below:
To wire Canadian $ funds:
Beneficiary Bank: [***]
Bank Address: [***]
Account # [***]
Bank #:[***]
SWIFT Code: [***]
Currency: [***]
Beneficiary: PROMIS NEUROSCIENCES INC.
Beneficiary address: 1920 Yonge Street, Suite 200, Toronto, ON M4S 3E2
If you wish to wire funds in currency other than CDN$, please contact the Corporation by email: [***]
SUBSCRIPTION FOR UNITS
TO: ProMIS Neurosciences Inc. (the "Corporation")
The undersigned (the "Subscriber", including, if applicable, each Disclosed Principal (as hereinafter defined) for whom the undersigned is acting hereunder) hereby irrevocably subscribes for and agrees to purchase the number of units of the Corporation (the "Units") set forth below for the aggregate subscription amount set forth below (the "Aggregate Subscription Amount"), representing a subscription price of CDN $0.25 on the terms and conditions set forth in "Terms and Conditions of Subscription for Units of ProMIS Neurosciences Inc.." attached hereto (together with the face pages and the attached Schedules, the "Subscription Agreement"). Each Unit consists of one common share of the Corporation (a "Common Share") and one share purchase warrant (a "Warrant").
Each whole Warrant entitles the holder to purchase one Common Share (a "Warrant Share") at any time for a five year period, at a price of CDN $0.35 per Warrant Share.
The Units, the Common Shares, the Warrants and the Warrant Shares are hereinafter referred to together as the "Securities".
Aggregate Subscription Amount: CDN $_____
Name and Signature of Subscriber
Individual Subscriber Non-Individual Subscriber (e.g., Corporation)
(Print Name of Individual Subscriber) (Print Name of Non-Individual Subscriber)
(Signature of Individual Subscriber) (Signature of Authorized Signatory)
(Print Name and Official Capacity or Title of Signatory)
The signatory represents that he has authority to bind the Subscriber.
ONLY IF the Subscriber is signing as agent or trustee for a principal (a "Disclosed Principal") and is not purchasing as trustee or agent for accounts fully managed by it, so as to be deemed to be purchasing as principal pursuant to National Instrument 45-106, complete the following and, if applicable, ensure that all Schedules are completed on behalf of such Disclosed Principal:
(Name of Disclosed Principal and, if Disclosed Principal is not an individual, of the contact person of Disclosed Principal)
(Address and Telephone Number of Disclosed Principal or, if Disclosed Principal is not an individual, of the contact person of Disclosed Principal)
Address of Subscriber - Residential for Individual / Business for Non-Individual Subscriber
Address of Subscriber (Telephone Number)
City, Province, Postal Code (Facsimile Number)
(Email address)
Register the Common Shares and Warrants as set forth below (only complete if different from above):
(Account reference, if applicable)
Deliver the Common Shares and Warrants as set forth below:
(Contact Name)
INFORMATION REGARDING THE SUBSCRIBER
Please check the appropriate box (and complete the required information, if applicable) in each section:
1. Security Holdings. Prior to giving effect to the issuance of the securities being subscribed for under this Subscription Agreement, the Subscriber and all persons acting jointly and in concert with the Subscriber currently own, directly or indirectly, or exercise control or direction over (provide additional detail as applicable):
¨ _________________ common shares of the Corporation and the following other kinds of rights and convertible securities (including but not limited to convertible debt, warrants and options) entitling the Subscriber to acquire additional common shares of the Corporation:
¨ No shares of the Corporation or rights or securities convertible into shares of the Corporation.
2. Insider Status. The Subscriber either:
¨ Is an "Insider" of the Corporation as defined in the Policies of the Exchange (as hereinafter defined) by virtue of being:
(a) a director or executive officer of the Corporation;
(b) a director or executive officer of a company that is an Insider or subsidiary of the Corporation;
(c) a person that beneficially owns or controls, directly or indirectly, voting shares of the Corporation carrying more than 10% of the voting rights attached to all the Corporation's outstanding voting shares; or
(d) the Corporation itself if it holds any of its own securities.
¨ Is not an Insider of the Corporation.
3. Pro Group Status. The Subscriber either:
¨ Is a Member of the "Pro Group", which is defined in the Rules of the Exchange as either individually or as a group:
1. the member (i.e. a member of the Exchange under the Exchange requirements);
2. employees of the member;
3. partners, officers and directors of the member;
4. affiliates of the member;
5. such other persons as the Exchange may determine; and
6. associates of any parties referred to in paragraphs 1 through 5 above.
¨ Is not a member of the Pro Group.
4. Registrant Status. The Subscriber either:
¨ Is a "Registrant" as defined in the Securities Act (British Columbia) by virtue of being a person registered or required to be registered under the Securities Act (British Columbia.
¨  Is not a Registrant.
ACCEPTANCE: The Corporation hereby accepts the subscription as set forth above on the terms and conditions contained in this Subscription Agreement.
TERMS AND CONDITIONS OF SUBSCRIPTION FOR
UNITS OF PROMIS NEUROSCIENCES INC.
Terms of the Offering
1. The Subscriber acknowledges (on its own behalf and, if applicable, on behalf of each person on whose behalf the Subscriber is contracting) that this subscription is subject to acceptance or rejection by the Corporation, in its sole and absolute discretion, in whole or in part. The parties agree that this Subscription and all money tendered herewith will be returned to the Subscriber, without interest or deduction, if this Subscription is not accepted by the Corporation.
2. The Subscriber acknowledges (on its own behalf and, if applicable, on behalf of each person on whose behalf the Subscriber is contracting) that:
(a) the Corporation is offering (the "Offering") the Units on a private placement basis under the terms of this Subscription Agreement;
(b) notwithstanding section 2(a) above, this Offering will not in any way restrict the Corporation from issuing additional securities of the Corporation at prices, on terms and in amounts as may be determined by the Corporation, in its sole and absolute discretion, including an amendment to the Offering to increase the size of the Offering; and
(c) the issuance of the Units shall be subject to any conditions that may be imposed by the Exchange as part of the Exchange's acceptance of the Offering (provided that no material changes shall be made to the terms hereunder without the prior written consent of the Subscriber), including, without limitation, in the event that the issuance of the Units hereunder may result in, or be part of a transaction that may result in:
(i) the issuance of listed Shares representing more than 25% of the number of Shares which are outstanding on a non-diluted basis prior to the Closing (the "25% Dilution Rule");
(ii) the issuance of listed Shares during any six month period to insiders representing more than 10% of the number of Shares which are outstanding on a non-diluted basis prior to the Closing (the "10% Insider Rule"); or
(iii) the issuance of listed Shares that will materially affect control of the Corporation.
Representations, Warranties and Covenants of the Corporation
3. The Corporation hereby represents and warrants to the Subscriber (and acknowledges that the Subscriber is relying thereon) that:
(a) The Corporation is a duly amalgamated and validly subsisting corporation under the laws of Canada and has full corporate power and authority to perform each of its obligations as herein contemplated.
(b) The Corporation is listed on the TSX (the "Exchange") and as a result is subject to the rules and policies of the Exchange.
(c) The Corporation is a "reporting issuer" in good standing under the securities laws of the provinces of Ontario, British Columbia and Alberta.
(d) This Subscription Agreement, when accepted by the Corporation, will constitute a legal, valid and binding obligation of the Corporation enforceable in accordance with its terms.
(e) The execution and delivery of, and the performance of the terms of this Subscription Agreement by the Corporation, including the issue of the Securities, does not and will not constitute a breach of or default under the constating documents of the Corporation or any law, regulation, order or ruling applicable to the Corporation or any agreement, contract or indenture to which the Corporation is a party or by which it is bound.
(f) The Corporation is not a party to any actions, suits or proceedings which could materially affect its business or financial condition, and, as at the date hereof, no such actions, suits or proceedings have been threatened or, to the best of the Corporation's knowledge, are pending, except as disclosed in information which has been filed by the Corporation with the various Canadian securities commissions under applicable securities legislation and the Exchange.
(g) The sale, issuance and delivery of the Units at the closing (the "Closing") will have been approved by all requisite corporate action on or before the Closing Date and, upon issue and delivery at the Closing, the Units will be validly issued as fully paid and non-assessable.
(h) No order ceasing or suspending trading in the Securities nor prohibiting sale of the Securities has been issued to and is outstanding against the Corporation or its directors, officers or promoters and to the best of the Corporation's knowledge no investigations or proceedings for such purposes are pending or threatened.
(i) The legend endorsed on the DRS representing the Common Shares and Warrant Shares shall expire four months ("Expiry Date") after the Closing Date. After the Expiry Date, the Corporation shall undertake best commercial efforts to deliver or cause to be delivered, no later than two (2) trading days on the Exchange ("Trading Day") following the delivery by the Subscriber to the Corporation or, with notice to the Corporation, to the transfer agent of the Corporation ("Transfer Agent") of a DRS representing the Common Shares or Warrant Shares, as the case may be, that is free from all such restrictive and other legends (such date, the "Legend Removal Date"). In addition to the Subscriber's other available remedies, in the event that the Subscriber delivers a DRS representing the Common Shares or Warrant Shares, as the case may be, to the Corporation or, with notice to the Corporation, to the Transfer Agent, the Corporation shall pay to the Subscriber, in cash, (i) as partial liquidated damages and not as a penalty, for each $1,000 of Common Shares or Warrant Shares (based on the volume weighted average price of the Common Shares on the Exchange on the date such Securities are submitted to the Transfer Agent) delivered for removal of the restrictive legend, $10 per Trading Day (increasing to $20 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after the Legend Removal Date until such DRS is delivered without a legend and (ii) if the Corporation fails to (a) issue and deliver (or cause to be delivered) to the Subscriber by the Legend Removal Date a DRS representing representing the Common Shares or Warrant Shares, as the case may be, so delivered to the Corporation by the Subscriber that is free from all restrictive and other legends and (b) if after the Legend Removal Date the Subscriber purchases (in an open market transaction or otherwise) Common Shares to deliver in satisfaction of a sale by the Subscriber of all or any portion of the number of Common Shares or Warrant Shares, or a sale of a number of Common Shares equal to all or any portion of the number of Common Shares or Warrant Shares, as the case may be, that the Subscriber anticipated receiving from the Corporation without any restrictive legend, then, an amount equal to the excess of the Subscriber's total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the Common Shares so purchased (including brokerage commissions and other out-of-pocket expenses, if any) (the "Buy-In Price") over the product of (A) such number of Common Shares or Warrant Shares that the Corporation was required to deliver to the Subscriber by the Legend Removal Date multiplied by (B) the lowest closing sale price of the Common Stock on any Trading Day during the period commencing on the date of the delivery by the Subscriber to the Corporation of the applicable Common Shares or Warrant Shares (as the case may be) and ending on the date of such delivery and payment under this clause (i).
(j) The Corporation shall, by 9:00 a.m. Eastern Time on the date after this Subscription Agreement is accepted by the Corporation and confirmed with the Subscriber in writing ("Effective Date"), issue a press release disclosing the material terms of the transactions contemplated hereby. From and after the issuance of such press release, the Corporation represents to the Subscriber that it shall have publicly disclosed all material, non-public information delivered to the Subscriber by the Corporation or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. Notwithstanding the foregoing, the Corporation shall not publicly disclose the name of the Subscriber, or include the name of the Subscriber in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of the Subscriber, except to the extent such disclosure is required by law or Trading Market regulations, in which case the Corporation shall provide the Subscriber with prior notice of such disclosure.
(k) Except with respect to the material terms and conditions of the transactions contemplated by this Subscription Agreement, which shall be disclosed pursuant to clause (j) above, the Corporation covenants and agrees that neither it, nor any other Person acting on its behalf will provide the Subscriber or its agents or counsel with any information that constitutes, or the Corporation reasonably believes constitutes, material non-public information, unless prior thereto the Subscriber shall have consented to the receipt of such information and agreed with the Corporation to keep such information confidential. The Corporation understands and confirms that the Subscriber shall be relying on the foregoing covenant in effecting transactions in securities of the Corporation.
(l) As of the date hereof, the Corporation has reserved and the Corporation shall continue to reserve and keep available at all times, free of pre-emptive rights, a sufficient number of Common Shares for the purpose of enabling the Corporation to issue Warrant Shares pursuant to any exercise of the Warrants.
(m) No consideration (including any modification of any Subscription Agreement) shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of the Subscription Agreement unless the same consideration is also offered to all of the parties to the Subscription Agreements. For clarification purposes, this provision constitutes a separate right granted to the Subscriber by the Corporation and negotiated separately by the Subscriber, and is intended for the Corporation to treat the Subscribers as a class and shall not in any way be construed as the Subscribers acting in concert or as a group with respect to the purchase, disposition or voting of Securities or otherwise.
Acknowledgements, Warranties and Covenants of the Subscriber
4. The Subscriber acknowledges, warrants and agrees (on its own behalf and, if applicable, on behalf of each person on whose behalf the Subscriber is contracting) that:
(a) the Offering, of which this Subscription Agreement forms a part, is not subject to a minimum subscription level and as such, upon acceptance by the Corporation, subscription funds are immediately available for use by the Corporation;
(b) no fractional Warrants shall be issued and the Corporation shall round down any fractional number of Warrants to the nearest whole number;
(c) the Corporation may complete additional financings in the future which may have a dilutive effect on existing shareholders at such time, including a Subscriber hereunder;
(d) it is aware of the characteristics of the Units, the risks relating to an investment therein and of the fact that it may not be able to resell the Securities except in accordance with limited exemptions under applicable securities legislation and regulatory policy until expiry of the applicable restriction period and compliance with the other requirements of applicable law, and it agrees that any certificates or Direct Registration Statements (DRS) representing the Securities may bear the following legend indicating that the resale of such Securities is restricted:
"Unless permitted under securities legislation, the holder of this security must not trade the security before [that date that is 4 months and a day after the Closing Date]."
(e) the Closing is subject to the terms of the conditional approval of the Exchange;
(f) the Corporation may pay fees or issue finder warrants or both to one or more finders in accordance with the policies of the Exchange in connection with the Offering and subject to compliance with applicable securities laws;
(g) the issuance of the Units shall be subject to any conditions that may be imposed by the Exchange as part of the Exchange's acceptance of the Offering, including, without limitation, the conditions noted in paragraphs 4(h) and 4(i);
(h) in the event that the issuance of the Units hereunder may result in, or be part of a transaction that may result in, either or both
(i) the issuance of listed Shares representing more than 25% of the number of Shares which are outstanding on a non-diluted basis prior to the Closing; or
(ii) the issuance of listed Shares during any six month period to insiders representing more than 10% of the number of Shares which are outstanding on a non-diluted basis prior to the Closing;
the Exchange may require as a condition of its acceptance of the Offering that the Corporation obtain shareholder approval (excluding, in the case of the 10% Insider Rule, the votes attached to the Shares held by Insiders and their associates and affiliates); and
(i) in the event that the issuance of the Units may result in, or be part of a transaction that may result in, the creation of a new "Insider" or a new "Control Person", the Exchange may require as a condition of its acceptance of the Offering, that the Corporation obtain shareholder approval (excluding the votes attached to the Units held by the new Insider or new Control Person and its associates and affiliates) of the new Insider or new Control Person, as the case may be, prior to the issue of a portion or all of the Units.
5. The Subscriber (on its own behalf and, if applicable, on behalf of each person on whose behalf the Subscriber is contracting) represents, warrants and covenants to the Corporation that:
(a) it has been independently advised as to the restrictions with respect to trading in the Securities imposed by applicable securities legislation, and no representation has been made to it by or on behalf of the Corporation with respect thereto;
(b) it has not received or been provided with, nor has it requested, nor does it have any need to receive, any prospectus or offering memorandum, or any other document describing the business and affairs of the Corporation which has been prepared for delivery to, and review by, prospective purchasers in order to assist it in making an investment decision in respect of the Units;
(c) it has relied solely upon information publicly available on SEDAR (at www.sedar.com) relating to the Corporation and not upon any oral or written representation as to fact or otherwise made by or on behalf of the Corporation and it does not have knowledge of any "material fact" (as defined under applicable securities legislation) about the Corporation that has not been publicly disclosed;
(d) the Subscriber is resident in the province set out in the "Subscriber's Address", which is the ordinary residence or place of business of the Subscriber and such beneficial purchaser, if applicable, and, if the Subscriber is a corporate entity, it was not created nor is it used solely for the purpose of acquiring the Units;
(e) the Subscriber is purchasing the Units to be held for investment purposes only and not with a view to immediate resale or distribution and will not recall or otherwise transfer or dispose of the Units except in accordance with the provisions of applicable securities legislation;
(f) the Subscriber is purchasing the Units as principal for its own account, it is purchasing such Units for investment only and not for the benefit of any other person and not with a view to the resale or distribution of all or any of the Units and it fully complies with one or more of the sub-paragraphs set forth below:
(i) the Subscriber
(A) is an "accredited investor" within the meaning of applicable securities laws, including National Instrument 45-106 entitled "Prospectus and Registration Exemptions" ("NI 45-106"); and
(B) has concurrently executed and delivered a Representation Letter in the form attached as Schedule I to this Subscription Agreement, including Appendix "A" and Appendix "B" thereto; or
(ii) the Subscriber is neither an individual nor a company established solely to acquire the Units and the cost of the Units purchased by it has an aggregate acquisition of not less than $150,000; or
(iii) __________ (to be initialled by Subscriber, if applicable) - if it is not purchasing under subparagraph 5(f)(i), or (ii), it is purchasing pursuant to an exemption from prospectus and registration requirements (particulars of which are enclosed herewith or will be provided on or before the Closing Date) available to it under applicable securities legislation and shall deliver to the Corporation such further particulars of the exemption(s) and the Subscriber's qualifications thereunder as the Corporation may request;
(g) if it is not purchasing as principal (and is not otherwise deemed to be purchasing as principal for the purposes of the applicable prospectus exemption under applicable provincial and territorial securities laws in Canada),
(i) it is duly authorized to enter into this Subscription Agreement and to execute all documentation in connection with the purchase on behalf of each beneficial purchaser, each of whom is purchasing as principal for its own account, not for the benefit of any other person, and not with a view to the resale or distribution of all or any of the Securities;
(ii) it and each beneficial purchaser has provided to the Corporation all of the information required by pages 1 to 3 of this Subscription Agreement and it acknowledges that the Corporation may be required by law to disclose to certain regulatory authorities the identity of each beneficial purchaser of Units for whom it may be acting; and
(iii) each of the principals complies with one or more of subparagraphs 5(f)(i) through (f)(ii), as applicable, and the same is so indicated for each such principal;
(h) if the Subscriber is a resident of a country other than Canada or the United States (a "Jurisdiction Outside CAN-US") then in addition to the other representations and warranties contained herein, the Subscriber represents and warrants that:
(i) the Subscriber is knowledgeable of, or has been independently advised as to, the applicable securities laws of the Jurisdiction Outside CAN-US which would apply to this Subscription Agreement, if any;
(ii) the Subscriber is purchasing the Subscriber's Shares pursuant to exemptions from any prospectus, registration or similar requirements under the applicable securities laws of that Jurisdiction Outside CAN-US or, if such is not applicable, the Subscriber is permitted to purchase the Subscriber's Shares under the applicable securities laws of the Jurisdiction Outside CAN-US without the need to rely on an exemption;
(iii) the applicable securities laws of the Jurisdiction Outside CAN-US in which the Subscriber resides do not require the Corporation to file a prospectus, registration statement or similar document or to register the Securities or to make any filings or seek any approvals of any kind whatsoever from any regulatory authority of any kind whatsoever in the Jurisdiction Outside CAN-US; and
(iv) the delivery of this Subscription Agreement, the acceptance of it by the Corporation and the issuance of the Securities to the Subscriber complies with all applicable laws of the Subscriber's jurisdiction of residence or domicile and all other applicable laws and will not cause the Subscriber to become subject to or comply with any disclosure, prospectus or other offering document or reporting requirements under any such applicable laws.
(i) it acknowledges that:
(i) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Units;
(ii) there is no government or other insurance covering the Units;
(iii) there are risks associated with the purchase of the Units;
(iv) there are restrictions on the Subscriber's ability to resell the Securities and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with them before selling any of the Securities; and
(v) the Corporation or its agent has advised the Subscriber that the Corporation is relying on an exemption from the requirements to provide the Subscriber with a prospectus and (except for Subscribers who qualify for a prospectus exemption herein by virtue of being advised by a registered dealer) to sell the Units through a person or company registered to sell securities under applicable provincial and territorial securities laws in Canada (including the Securities Act (Ontario) and, as a consequence of acquiring the Units pursuant to this exemption, certain protections, rights and remedies provided by the Acts, including statutory rights of rescission or damages, will not be available to the Subscriber;
(j) if a corporation, partnership, unincorporated association or other entity, it has the legal capacity to enter into and be bound by this Subscription Agreement and further certifies that all necessary approvals of directors, shareholders, partners or otherwise have been given and obtained;
(k) if an individual, it is of the full age of majority and is legally competent to execute this Subscription Agreement and take all action pursuant hereto;
(l) this Subscription Agreement has been duly and validly authorized, executed and delivered by and constitutes a legal, valid, binding and enforceable obligation of the Subscriber;
(m) in the case of a subscription by it for Units acting as agent for a disclosed principal, it is duly authorized to execute and deliver this Subscription Agreement and all other necessary documentation in connection with such subscription on behalf of such principal and this Subscription Agreement has been duly authorized, executed and delivered by or on behalf of, and constitutes a legal, valid and binding agreement of, such principal;
(n) it acknowledges that no representation has been made to it:
(i) as to the future value or price of the Shares;
(ii) that any person will resell or repurchase the Shares; or;
(iii) that any person will refund the purchase price of the Shares;
(o) it has such knowledge in financial and business affairs as to be capable of evaluating the merits and risks of its investment and it, or where it is not purchasing as principal, each beneficial purchaser, is able to bear the economic risk of loss of its investment;
(p) it understands that the Units are being offered for sale only on a "private placement" basis and that the sale and delivery of the Units is conditional upon such sale being exempt from the requirements as to the filing of a prospectus or the preparation of an offering memorandum in prescribed form or upon the issuance of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or delivering an offering memorandum in prescribed form and that certain protections, rights and remedies provided by applicable securities legislation, in connection with the filing of a prospectus may not be available to the Subscriber;
(q) the entering into of this Subscription Agreement and the transactions contemplated hereby will not result in a violation of any of the terms or provisions of any law applicable to the Subscriber, or if the Subscriber is not a natural person, any of the Subscriber's constating documents, or any agreement to which the Subscriber is a party or by which it is bound;
(r) the funds representing the Aggregate Subscription Amount which will be advanced by the Subscriber hereunder will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) Act (Canada) and the Subscriber acknowledges that the Corporation may in the future be required by law to disclose the Subscriber's name and other information relating to this Subscription Agreement and the Subscriber's subscription hereunder, on a confidential basis, pursuant to the Proceeds of Crime (Money Laundering) Act (Canada) and to the best of the Subscriber's knowledge (i) none of the subscription funds to be provided by the Subscriber (A) have been or will be derived from or related to any activity that is deemed criminal under the law of Canada, the United States of America, or any other jurisdiction, or (B) are being tendered on behalf of a person or entity who has not been identified to the Subscriber, and (ii) it shall promptly notify the Corporation if the Subscriber discovers that any of such representations ceases to be true, and to provide the Corporation with appropriate information in connection therewith;
(s) the Corporation's counsel, McMillan LLP, is acting solely for the Corporation and in connection with the Offering and the Subscriber may not rely upon McMillan LLP in any respect. The Subscriber acknowledges that it has been encouraged to and should obtain independent legal, income tax and investment advice with respect to its subscription for Units and accordingly, has been independently advised as to the meanings of all terms contained herein relevant to the Subscriber for the purposes of giving representations, warranties and covenants under this Subscription Agreement;
(t) the information provided by the Subscriber on pages 1, 2 and 3 of this Subscription Agreement and under the heading "Information Regarding The Subscriber" is true and correct in all material respects and will be true and correct as of the Closing Date;
(u) it does not act jointly or in concert with any other Subscriber under the Offering for the purposes of the acquisition of the Units;
(v) it will not resell the Securities or any of them, except in accordance with the provisions of applicable securities legislation and stock exchange rules, if applicable, in the future;
(w) the delivery of this subscription, the acceptance hereof by the Corporation and the issuance of the Units to the Subscriber complies with all applicable laws of the Subscriber's jurisdiction of residence and domicile and will not cause the Corporation or any of its officers or directors to become subject to or require any disclosure, prospectus or other reporting requirement;
(x) the Corporation may complete additional financings in the future in order to develop the business of the Corporation and to fund its ongoing development; there is no assurance that such financings will be available and, if available, on reasonable terms; any such future financings may have a dilutive effect on current securityholders, including the Subscriber; and if such future financings are not available, the Corporation may be unable to fund its ongoing development and the lack of capital resources may result in the failure of its business venture; and
(y) the Subscriber is capable of assessing the proposed investment as a result of the Subscriber's financial experience or as a result of advice received from a registered person other than the Corporation or any affiliates thereof.
6. The Subscriber agrees to deliver to the Corporation, not later than the Closing Time: (a) this duly completed and executed Subscription Agreement, including all applicable Schedules hereto and Appendices thereto; and (b) the Aggregate Subscription Amount subscribed for under this Subscription Agreement in accordance with the Instructions on the Cover Page or payment of the same amount in such other manner as is acceptable to the Corporation. If payment is made in a currency other than Canadian dollars, the Subscriber acknowledges and agrees that it shall be responsible to make up for any deficiency in the payment of the Aggregate Subscription Price as a result of the exchange of such funds into Canadian dollars.
7. The sale of the Units pursuant to this Subscription Agreement will be completed at the offices of McMillan LLP, the Corporation's counsel, in Vancouver, British Columbia at 10:00 a.m. (Vancouver time) or such other time as the Corporation may determine (the "Closing Time") on such date (the "Closing Date") the Corporation may determine within 2 days of its acceptance of this Subscription Agreement. The Corporation shall complete the Offering in one Closing. At the Closing Time, the Corporation will deliver, or cause to be delivered, according to the instructions set out under Delivery Instructions herein the DRS representing the Common Shares and a certificate representing the Warrants as registered in the name of the Subscriber or its nominee as set out under Registration Instructions provided that the Subscriber shall have delivered to the Corporation the completed Subscription Agreement and the Aggregate Subscription Amount.
8. The obligations of the parties hereunder are subject to acceptance of the terms of the Offering by the Exchange.
9. The Corporation shall be entitled to rely on delivery of a copy of executed subscriptions by electronic means, and acceptance by the Corporation of such electronic subscriptions (including, without limitation by facsimile or email delivery) shall be legally effective to create a valid and binding agreement between the Subscriber and the Corporation in accordance with the terms hereof. Prior to Closing, any funds advanced to the Corporation on account of the Aggregate Subscription Amount shall constitute a non-interest bearing loan to the Corporation, which loan shall be due and payable to the Subscriber on the request of the Subscriber in the event that the Closing does not occur within 5 days of its acceptance of this Subscription Agreement.
(a) The Subscriber acknowledges and consents to the fact that the Corporation is collecting the Subscriber's (and any Disclosed Principal for whom the Subscriber is acting hereunder) personal information (as that term is defined under applicable privacy legislation, including, without limitation, the Personal Information Protection and Electronic Documents Act (Canada) and any other applicable similar replacement or supplemental provincial or federal legislation or laws in effect from time to time) for the purpose of completing the Subscriber's subscription. The Subscriber acknowledges and consents to the Corporation retaining the personal information for so long as permitted or required by applicable law or business practices. The Subscriber further acknowledges and consents to the fact that the Corporation may be required by applicable securities legislation, stock exchange rules and/or Investment Industry Regulatory Organization of Canada rules to provide regulatory authorities with any personal information provided by the Subscriber respecting itself (and any Disclosed Principal for whom the Subscriber is acting hereunder). The Subscriber represents and warrants that it has the authority to provide the consents and acknowledgements set out in this paragraph on behalf of all Disclosed Principals for whom the Subscriber is acting. In addition to the foregoing, the Subscriber agrees and acknowledges that the Corporation may use and disclose the Subscriber's personal information, or that of each Disclosed Principal for whom the Subscriber is acting hereunder, as follows:
(i) for internal use with respect to managing the relationships between and contractual obligations of the Corporation and the Subscriber or any Disclosed Principal for whom the Subscriber is acting hereunder;
(ii) for use and disclosure to the Corporation's transfer agent and registrar;
(iii) for use and disclosure for income tax related purposes, including without limitation, where required by law, disclosure to Canada Revenue Agency;
(iv) disclosure to securities regulatory authorities (including the TSX) and other regulatory bodies with jurisdiction with respect to reports of trade and similar regulatory filings;
(v) disclosure to a governmental or other authority (including the TSX) to which the disclosure is required by court order or subpoena compelling such disclosure and where there is no reasonable alternative to such disclosure;
(vi) disclosure to professional advisers of the Corporation in connection with the performance of their professional services;
(vii) disclosure to any person where such disclosure is necessary for legitimate business reasons and is made with the Subscriber's prior written consent;
(viii) disclosure to a court determining the rights of the parties under this Subscription Agreement; or
(ix) for use and disclosure as otherwise required or permitted by law.
The Subscriber further acknowledges and agrees that the TSX collects personal information in forms submitted by the Corporation, which will include personal information regarding the Subscriber. The Subscriber agrees that the TSX may use this information in the manner provided for in Appendix 6A to the TSX Company Manual, a copy of which may be viewed at the TSX website, www.tsx.com and is incorporated herein by reference. The Subscriber further acknowledges that the securities regulatory authorities, including, without limitation, the British Columbia Securities Commission, the Alberta Securities Commission and the Ontario Securities Commission, collect personal information in forms submitted to it by the Corporation, including information about the Subscriber, the Subscriber's address and contact information, and the Subscriber's subscription. The Subscriber acknowledges that any such securities commission is entitled to collect the information under authority granted to each respective regulatory authority under applicable securities legislation for the purpose of administration and enforcement of the applicable securities legislation. The Subscriber acknowledges that it may obtain information regarding the collection of this information by contacting, in the case of the British Columbia Securities Commission, British Columbia Securities Commission, P.O. Box 10142, Pacific Centre, 701 West Georgia Street, Vancouver, British Columbia, V7Y 1L2, Telephone: (604) 899-6500 or (800) 373-6393, Facsimile: (604) 899-6581, in the case of the Alberta Securities Commission, Alberta Securities Commission, Suite 600, 250 – 5th St. SW, Calgary, Alberta, T2P 0R4, Telephone: (403) 355-4151, Facsimile: (403) 297-6156, and, in the case of the Ontario Securities Commission, the Administrative Assistant to the Director of Corporate Finance, Ontario Securities Commission, Suite 1903, Box 5520, Queen Street West, Toronto, Ontario M5H 3S8, Telephone: (416) 593-3682, Facsimile: (416) 593-8252. The Subscriber consents to the collection of personal information by the applicable securities regulatory authorities, including, without limitation, the British Columbia Securities Commission, the Alberta Securities Commission and the Ontario Securities Commission.
10. The Subscriber agrees that the representations, warranties and covenants of the Subscriber herein will be true and correct both as of the execution of this Subscription Agreement and as of the Closing Time and will survive the issuance of the Units. The representations, warranties and covenants of the Subscriber herein are made with the intent that they be relied upon by the Corporation in determining the eligibility of a purchaser of Units.. The Subscriber undertakes to immediately notify the Corporation by written notice to ProMIS Neurosciences Inc. sent to its office at 1920 Yonge Street, Suite 200, Toronto, ON M4S 3E2 or by email to [***] of any change in any statement or other information relating to the Subscriber set forth herein which takes place prior to the Closing Time.
11. The Subscriber acknowledges and agrees that all costs incurred by the Subscriber (including any fees and disbursements of any counsel retained by the Subscriber) relating to the sale of the Units to the Subscriber shall be borne by the Subscriber.
12. The Subscriber acknowledges that upon a subscription being accepted by the Corporation, the Corporation will, subject to the terms and conditions set out herein, issue to the Subscriber a DRS evidencing the Subscriber's ownership of the Common Shares and a certificate representing the Subscriber's ownership of the Warrants.
13. The terms and provisions of this Subscription Agreement shall be binding upon and enure to the benefit of the Subscriber and the Corporation and their respective heirs, executors, administrators, successors and permitted assigns
14. The contract arising out of this Subscription Agreement and all documents relating thereto shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. The parties irrevocably attorn to the exclusive jurisdiction of the courts of the Province of British Columbia.
15. Time is of the essence of this Subscription Agreement.
16. Neither party to this Subscription Agreement may assign all or part of its interest in or to this Subscription Agreement without the consent in writing of the other party hereto, except for the assignment by a Subscriber who is acting as nominee or agent to the beneficial owner and as otherwise herein provided.
17. This Subscription Agreement represents the entire agreement of the parties hereto relating to the subject matter hereof and there are no representations, covenants or other agreements relating to the subject matter hereof except as stated or referred to herein. Neither this Subscription Agreement nor any provision hereof shall be modified, changed, discharged or terminated except by an instrument in writing signed by the party against whom any waiver, change, discharge or termination is sought.
18. The covenants, representations and warranties contained herein shall survive the closing of the transactions contemplated hereby.
19. In this Subscription Agreement (including attachments), references to "$" or "Cdn. $" are to Canadian dollars.
20. The parties hereto acknowledge and confirm that they have requested that this Subscription Agreement as well as all notices and other documents contemplated hereby be drawn up in the English language. Les parties aux présentes reconnaissent et confirment qu'elles ont convenu que la présente convention de souscription ainsi que tous les avis et documents qui s'y rattachent soient rédigés dans la langue anglaise.
SCHEDULE I
(FOR CANADIAN ACCREDITED INVESTORS)
In connection with the purchase of units of the Corporation ("Units") by the undersigned subscriber or, if applicable, the principal on whose behalf the undersigned is purchasing as agent (the "Subscriber" for the purposes of this Schedule I), the Subscriber hereby represents, warrants, covenants and certifies to the Corporation that:
1. The Subscriber is purchasing the Units as principal for its own account or is deemed to be acting as principal pursuant to applicable securities laws, including National Instrument 45-106 entitled "Prospectus and Registration Exemptions" ("NI 45-106");
2. The Subscriber is an "accredited investor" within the meaning of applicable securities laws, including NI 45-106, by virtue of satisfying one or more of the categories set out in Appendix "A" to this Representation Letter;
3. If the Subscriber is an individual, he or she has completed the attached Form 45-106F9 -- Form for Individual Accredited Investors set out in Appendix "B" to this Representation Letter unless the individual qualifies under a category set out in Appendix "A" other than (j), (k) or (l) of the definition of "accredited investor"; and
4. Upon execution of this Schedule I by the Subscriber, this Schedule I shall be incorporated into and form a part of the Subscription Agreement.
Dated: _______________________, 2019.
Print name of Subscriber
Print name of Signatory (if different from Subscriber)
IMPORTANT: PLEASE INITIAL APPENDIX "A" OVER PAGE
TO SCHEDULE 1
NOTE: THE SUBSCRIBER MUST INITIAL BESIDE THE APPLICABLE PORTION OF THE DEFINITION BELOW AND COMPLETE EACH QUESTION WHICH FOLLOWS THE APPLICABLE PORTION OF THE DEFINITION.
Accredited Investor – (as defined in National Instrument 45-106, and in Ontario, as defined in Section 73.3 of the Securities Act (Ontario) as supplemented by the definition in National Instrument 45-106) includes:
_______ (a) except in Ontario, a Canadian financial institution, or a Schedule III bank,
_______ (a.1) in Ontario, a financial institution described in paragraph 1, 2 or 3 of subsection 73.1 (1) of the Securities Act (Ontario),
_______ (b) except in Ontario, the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada),
_______ (b.1) in Ontario, the Business Development Bank of Canada,
_______ (c) except in Ontario, 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,
_______ (c.1) in Ontario, a subsidiary of any person or Corporation referred to in clause (a.1) or (b.1), if the person or Corporation 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) except in Ontario, a person registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer,
_______ (d.1) in Ontario, a person or Corporation registered under the securities legislation of a province or territory of Canada as an adviser or dealer, except as otherwise prescribed by the regulations,
_______ (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) except in Ontario, 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,
_______ (f.1) in Ontario, the Government of Canada, the government of a province or territory of Canada, or any Crown corporation, agency or wholly owned entity of the Government of Canada or of the government of a province or territory 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) except in Ontario, 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,
_______ (i.1) in Ontario, a pension fund that is regulated by either the Office of the Superintendent of Financial Institutions (Canada) or a pension commission or similar regulatory authority of a province or territory of Canada,
_______ (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,
[If this is your applicable category, you must also complete Form 45-106F9 attached as Appendix B]
_______ (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 2 most recent calendar years or whose net income before taxes combined with that of a spouse exceeded $300 000 in each of the 2 most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year,
_______ (l) an individual who, either alone or with a spouse, has net assets of at least $5,000,000,
_______ (m) a person, other than an individual or 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 [Minimum amount investment], or 2.19 [Additional investment in investment funds], or
(iii) a person described in paragraph (i) or (ii) that acquires or acquired securities under section 2.18 [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 Corporation 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 Corporation 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 jurisdiction 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) paragraph (i) [and in Ontario, paragraphs (a.1) to (d.1) or paragraph (i.1)] in form and function,
_______ (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,
_______ (v.1) in Ontario, a person or Corporation that is recognized or designated by the Commission as an accredited investor,
_______ (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.
Dated: __________________, 201__.
For the purposes hereof:
"control person" has the meaning ascribed to that term in securities legislation except in Manitoba, Ontario, Quebec, Nova Scotia, Newfoundland and Labrador, Prince Edward Island, the Northwest Territories and Nunavut where "control person" means any person that holds or is one of a combination of persons that hold:
(i) a sufficient number of any of the securities of an issuer so as to affect materially the control of the issuer; or
(ii) more than 20% of the outstanding voting securities of an issuer except where there is evidence showing that the holding of those securities does not affect materially the control of that issuer;
"eligibility adviser" means:
(i) a person that is registered as an investment dealer or in an equivalent category of registration under the securities legislation of the jurisdiction of a Subscriber and authorized to give advice with respect to the type of security being distributed; and
(ii) in Saskatchewan or 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:
(A) have a professional, business or personal relationship with the issuer, or any of its directors, executive officers, founders or control persons; and
(B) 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;
"financial assets" means (i) cash, (ii) securities or (iii) a contract of insurance, a deposit or an evidence of a deposit that is not a security for the purposes of securities legislation. These financial assets are generally liquid or relatively easy to liquidate. The value of a purchaser's personal residence would not be included in a calculation of financial assets;
"financial statements" for the purposes of paragraph (m) of the "accredited investor" definition must be prepared in accordance with generally accepted accounting principles;
"founder" means, in respect of an issuer, a person who:
(i) acting alone, in conjunction or in concert with one or more persons, directly or indirectly, takes the initiative in founding, organizing or substantially reorganizing the business of the issuer; and
(ii) at the time of the trade is actively involved in the business of the issuer;
"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;
"investment fund" has the meaning ascribed thereto in National Instrument 81-106 - Investment Fund Continuous Disclosure;
"net assets" means all of the purchaser's total assets minus all of the purchaser's total liabilities. Accordingly, for the purposes of the net asset test, the calculation of total assets would include the value of a purchaser's personal residence and the calculation of total liabilities would include the amount of any liability (such as a mortgage) in respect of the purchaser's personal residence. To calculate a purchaser's net assets under the "accredited investor" definition, subtract the purchaser's total liabilities from the purchaser's total assets (including real estate). The value attributed to assets should reasonably reflect their estimated fair value. Income tax should be considered a liability if the obligation to pay it is outstanding at the time of the distribution of the security;
"related liabilities" means:
(i) liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets; or
(ii) liabilities that are secured by financial assets;
"spouse" means an individual who:
(i) is married to another individual and is not living separate and apart within the meaning of the Divorce Act (Canada), from the other individual;
(ii) is living with another individual in a marriage-like relationship, including a marriage-like relationship between individuals of the same gender; or
(iii) in Alberta, is an individual referred to in paragraph (i) or (ii) immediately above or is an adult interdependent partner within the meaning of the Adult Interdependent Relationships Act (Alberta); and
Form 45-106F9 - Form for Individual Accredited Investors
This investment is risky. Don't invest unless you can afford to lose all the money you pay for this investment.
SECTION 1 TO BE COMPLETED BY ISSUER OR SELLING SECURITY HOLDER
1. About your investment
Type of securities: Common Shares and Warrants Issuer: ProMIS Neurosciences Inc.
SECTIONS 2 TO 4 TO BE COMPLETED BY THE PURCHASER
2. Risk acknowledgement
This investment is risky. Initial that you understand that: Your
Risk of loss – You could lose your entire investment of $________.
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 may 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 investments. 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.) The person identified in section 6 is responsible for ensuring that you meet the definition of accredited investor. That person, or the salesperson identified in section 5, can help you if you have questions about whether you meet these criteria. Your
· Your net income before taxes was more than $200,000 in each for 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 case and securities.
· Either alone or with your spouse, you may have net assets worth more than $5 million. (Your net assets are your total assets (including real estate) minus your total debt.)
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: Date:
SECTION 5 TO BE COMPLETED BY SALESPERSON
5. Salesperson information
[Instruction: The salesperson is the person who meets with, or provides information to, the purchaser with respect to making this investment. That could include a representative of the issuer or selling security holder, a registrant or a person who is exempt from the registration requirement.]
First and last name of salesperson (please print):
Telephone: Email:
Name of firm (if registered):
SECTION 6 TO BE COMPLETED BY THE ISSUER OR SELLING SECURITY HOLDER
6. For more information about this investment
Kristi Lanier, Finance Director
Tel: [***]
E-mail: [***]
Website: www.promisneurosciences.com
For more information about prospectus exemptions, contact your local securities regulator. You can find contact information at www.securities-administrators.ca


text:
divisionband » Pop » Diahann Carroll - The Need Of You
Diahann Carroll - The Need Of You Album
Diahann Carroll Canada Columbia
Performer: Diahann Carroll
Title: The Need Of You
Cat: 4-44229
1 World Without Love
2 The Need Of You 3:37
4-44229 Diahann Carroll The Need Of You (7", Promo) Columbia 4-44229 US 1967
Where Are You - Diahann Carroll. Лента с персональными рекомендациями и музыкальными новинками, радио, подборки на любой вкус, удобное управление своей коллекцией. Diahann Carroll daɪˈæn born Carol Diann Johnson July 17, 1935 October 4, 2019 was an American actress, singer, model, and activist. She rose to prominence in some of the earliest major studio films to feature black casts, including Carmen Jones 1954 and Porgy and Bess 1959. In 1962, Carroll won a Tony Award for best actress, a first for an African American woman, for her role in the Broadway musical No Strings. In 1974 she starred in Claudine alongside James Earl Jones for which she. Diahann Carroll: все альбомы, включая Her Golden Years , A Fine Romance , This Is What I Call Love и другие. Provided to YouTube by Music Video Distributors Inc. The Need Of You Diahann Carroll Essential Vocal Greats Classic Music International Released Carroll Фото исполнителя Diahann Carroll. All songs by Diahann Carroll. Update Required To play the media you will need to either update your browser to a recent version or update your On. Diahann Carroll. Nobody Sees Me Cry: The Best of the Columbia Years. Diahann Carroll, Actress: Julia. One of television's premier African-American series stars, elegant actress, singer and recording artist Diahann Carroll was born Carol Diann or Diahann Johnson on July 17, 1935, in the Bronx, New York. The first child of John Johnson, a subway conductor, and Mabel Faulk Johnson, a nurse music was an important part of her life as a child,. Diahann Carroll Диаханн Карролл. Скачать бесплатно песню The Need Of You - Diahann Carroll Диаханн Карролл в mp3 формате или слушать онлайн. Также вы можете скачать или слушать онлайн другие песни артиста: I Should Care, In Love In Vain, Blah Blah Blah, Runnin' Wild, There'll Be Some Changes Made и другие. The Need Of You. Diahann Carroll, who more than half a century ago transcended racial barriers as the star of Julia, the first American television series to chronicle the life of a black professional woman, died on Friday at her home in West Hollywood, Calif. She was 84. Her publicist, Jeffrey Lane, said the cause was complications of breast cancer. Carroll had survived the cancer in the 1990s and become a public advocate for screening and treatment. A situation comedy broadcast on NBC from 1968 to 1971, Julia starred Ms. Carroll as Julia Baker, a widowed nurse with a young son
Related to Diahann Carroll - The Need Of You
Dina Carroll - Run To You
Ron Carroll - Suave (Penske Remix)
The Jim Carroll Band - Catholic Boy
Dina Carroll - Walk On By
Doris Troy - Just One Look
David Carroll And His Orchestra - Hey, Listen Baby - Let's Dance
Johnny Carroll And His Hot Rocks - Corrine, Corrina
Chuck Carroll - Mean 'Ole Blues / Hey Now
Dina Carroll - Someone Like You (Lost Witness Mix)
Djeff Afrozila Ft. Ron Carroll - Love Vibration

redpajama_set_name: RedPajamaCommonCrawl


⭕ Hard to find great used Old Town Canoe 16 ft, 2-person (1250# wt limit) perfect for riding the river or fishing in the lake. Lots of room to hold everything you need for a great weekend. I have 2-cane back supports for the seats, 2 soft stadium style seats, several life jackets, 1- life saving floating seat, 2-paddles. Serious inquires only, Cash only, price may be negotiable.


Trolley type gravure press – Cerutti's answer for the carton board printing world.
The "trolley-type" gravure press where speed of job change-over and flexibility count.
A leading Company in rotogravure for packaging and specialties printing sector and in the converting field. Cerutti Packaging Equipment supplies all the most important and well-known Converting Groups all over the world.


The following is a list of Service Teams focused on serving our community. If you are interested in serving on one or more of these teams, please visit the Service Team Interest Form and let us know!
During the Christmas Season, the Christmas Missions team buys food which is taken to the Baptist Sharing House–a local ministry that helps families in Cabarrus County–where they prepare meals that will be given out. Providence is also a Operation Christmas Child relay center which collects OCC boxes and prepares them to be taken to the Samaritan's Purse warehouse in Charlotte.
This service team is responsible for coordinating our Halloween alternative. The Fall Festival is always held on October 31st from 6:00- 8:00pm. Volunteers will help with parking, greeting guests, preparing and serving food, facilitating games, setting up, tear down, and communicate with guests after the event.
This service team is vital to our biggest evangelistic event of the year. Volunteers are needed to lead and assist in the areas of Bible study, drama, snacks, crafts, music and recreation. Training is provided for those new to VBS, which is typically held during the 3rd week in June from 6:00-8:30 pm. Even if you cannot be there each night, we would still love for you to get involved!
Do you enjoy being a part of big events? The Journey Through Bethlehem is an annual Providence family Christmas tradition, and it's one of the biggest events of the year. There are many areas to get involved including: actors, parking attendants, construction workers, tour guides, and refreshments.
This team will assist in putting together backpack bags on the appropriate days and delivering them to schools in Harrisburg. This service team is active only during the school year, helping families and school children in our community.
If you love meeting new people, our Welcome to Harrisburg team distributes welcome bags to new members of the Harrisburg community. This is usually done two times each year.


Dauntless is currently available via our own patcher and we are planning for a release on the Epic Games store, PlayStation, and Xbox in the Summer of 2019! We are also investigating plans to bring Dauntless to the Nintendo Switch and Apple iOS devices in the future.
While we aren't on console just yet, we're excited to have both controller and keyboard & mouse support for the PC release.


Over the last 18 months I have fully come to strongly believe that Ed's first book "A book in every home" is coded by the fibonacci sequence and that by using gematria(turning letters into numbers) ED left hints all over the book.
In the index take out every third word.
In containing Ed's domestic views.
Now do every three backwards starting st the copyright page.
There has been many discussions on this website And on others. We all have questioned why ed signed the author's preface "the author". I would like to offer my opinion on it. The 1st sentence of the book after the preface Reads "To those more than 15000 people who have seen ed's place, I told about ed's sweet sixteen."
I believe that Ed wants us to think outside of the Box. What are the chances that the sentence I told about ed sweet 16 equals a . The book is written from the viewpoint of the Fibonacci sequence.
Numerical value of "I told about Ed's sweet sixteen"
Using numeric value of letters listed above. What are the chances????
A BOOK IN EVERY HOME. Too many people have made the obvious statement and/or opinions that in the 1930S a book in every home was THE HOLY BIBLE.
I found that to be a very very true statement that ed named his book this so we would look at the holy bible.
I have found major identical patterns in The Bible corresponding many statements, Phrases and sentences in ed's books. Ed built his castle for his sweet 16, anyone that's done any research or investigated, been on a blog, watched a video any of these they always speak about ed's sweet 16. The 2 words "sweet sixteen" and "jesus christ" are identical in value when the letters are added up.
The Fibonacci sequence has 2 different repeating patterns. A 24 digit repeating pattern and a 60 digit repeating pattern. For know let's just focus on the 24 digit pattern. The first 24 number when added up = 108. The most sacred number in history across every culture, religion, age, civilization or what ever you wish to call a large group of people. The # 108 has uber importance. In India they have 54 letters in there language and has a Male and female attribute = 108.
Edward Leedskalnin Placed ads in the news paper sometimes. The photos below are just three of them. In these three photos ed is doing the same thing. He is pointing out his name over and over. ED. L.
Seems like he really wants his name looked at or at least his initials. ED. L. Using the numeric value I've listed E = 5. D = 4. L = 2.
Why does ED. L. stand above his name? Is he trying to demonstrate the old saying of "As Above, So Below" or maybe ed is trying to point you to the number 108.
ED = 54 and L = 2. If we multiply 54 times 2 we get 108.
"In containing Ed's domestic views". This sentence when added together adds up to 112(the first three digits of the fibonacci sequence). So since it directed me to go look at domestic i did. The first six words of domestic read "the foundation of our physical and"
This sentence adds up to 108. For sure this could not be by chance. I mean using every 3 from the index that added up to 112 and told me to go look at domestic where the first 6 words add up to 108 can be by accident.
Next I removed all of the vowels from the same sentence "the foundation of our physical and" to see what was lying below unseen.
Now the first 6 words with vowels spelled out added up to 108 but now let's look at there individual values.
9 8 8 4 1 6.
988 are the 13th 14th & 15th digits of the 24 digit repeating pattern of the fibonacci sequence.
4 1 6 5 4 5.
4 1 6 appears above With vowels and below with out vowels. This again i feel strongly was a deliberate act by ED. L.
Christ = 365567 ad up 32 - 5.
Multiply 27 x 32 = 864.
Multiply 16 x 17 = 432.
Wow so this cant be a coincidence can it?
I've heard the saying "you must think outside of the box" but never realized what it ment.


text:
Q: Using $(Configuration) macro in visual studio 2012 output path In Visual Studio 2012 I would like to direct output files according to the used configuration ether to ..\Debug\Output or to ..\Release\Output.
In Build section of the project properties I've specified
Output path: ..\$(Configuration)\Output for all configuration.
Expected result:
..\Debug\Output for Debug configuration
 ..\Release\Output for Release configuration
Instead:
..\$(Configuration)\Output
The macro $(Configuration) has been used verbally.
I also tried to use$(ConfigurationName) macro
Output path: ..\$(ConfigurationName)\Output
and got:
..\$(ConfigurationName)\Output
Are macros not supported for output path definition in Visual Studio 2012?

redpajama_set_name: RedPajamaStackExchange


text: generate static websites

redpajama_set_name: RedPajamaGithub


FC Dallas signed its 17th Homegrown player on Nov. 22, 2016.
2018: Part of the 18-man squad vs. DCU on Oct 13.
Reynolds was part of the Under-16 FC Dallas Academy team that won the 2015-16 U.S. Soccer Development Academy Championship... In the Generation adidas Cup in Kansas City, Reynolds scored five goals in three matches as the FC Dallas U-18 team went 3-0-0 with a goal differential of plus-13.
2017: Called up to CONCACAF U-17 where he scored a goal in a 6-2 win against Cuba… Scored a goal in a friendly against Jamaica in April… On Sept. 21, he was called up to the U-17 World Cup in India where he appeared as a sub for one match against England's U-17 team… Reynolds scored one goal for the U.S. U-17 National Team in 38 minutes of action during a pair of friendlies against the Jamaican U-17 National Team.
Reynolds has a younger brother who plays with U-14 FC Dallas… His dad played professional soccer and on the US Men's National Team… He has traveled throughout Central and South America, as well as Spain and England with the youth national team… He is a big Ronaldo and Real Madrid fan… Reynolds favorite meal is mac and cheese… He's a very picky eater… If he's not playing soccer, he is playing video games, especially FIFA, racing games and Call of Duty.
BLACK HISTORY MONTH: "Just keep working hard"


If you've ever wondered where the Monte Carlos and Trans Ams of your youth have gone, head to the Accord Speedway on a Friday night - you'll find them racing it out on a classic dirt short track for bragging rights and some cash.
The quarter-mile speedway, mostly dormant during the week (there are some Wednesday practice nights) turns into a beehive of activity on Friday afternoons, as trucks hauling car trailers of all sizes, shapes, and colors start heading up Whitfield Road for an evening of racing.
Whitfield Road in Accord is an unlikely place for a racetrack, but the Speedway has been there for years, providing entertainment for drivers and spectators for more than three decades (there was a hiatus from '88 to '92). Karen Hoover, of Jake's Auto Body in High Falls (which sponsors three drivers and hosts an annual feature night at the track), has not only gone to the Speedway all her life, but says Jake's supports it because, "It's part of the community and a great family night out."
It has also been the object of ongoing legal battles and efforts to stop its operation as neighbors - some new arrivals, some long-term residents - try to eliminate the noise, dust and race-related traffic that are a regular part of Friday nights in Accord from April through October.
In fact the Speedway is a perfect metaphor for the way many Hudson Valley communities have grown and changed: as more and more people have come to the area for its country atmosphere and rural charms they have often become selective about which attributes they would like to keep and which they would like to make disappear. The dirt track is on the list of unwanted local charms for a vocal group of mostly weekenders that also includes some full-time residents.
But what are they fighting? It all depends on who you talk to.
An evening spent at the racetrack is unlike anything else you'll find in Ulster County. Aside from the hubbub, there's something rather timeless about it. About 125 vehicles compete in seven different classes (each class has at least one heat and then a feature race). Many of the cars date from the '70s and '80s (some are even older); seeing the cars is sort of like running into old friends without realizing you had missed them. When was the last time you saw an AMC Gremlin?
On a night with good weather, a few thousand people pay anywhere from $1 (for children under 12 - and there are plenty) to $12 for adult admission for a chance to sit in the bleachers and experience the close racing comprised of short bursts of speed connected by four-wheel skids around the tight turns. The dust kicked up by the cars can be impressive, as well.
The drivers are not professionals, though many of them devote all their free time and money to keeping their cars race-ready. One of the things that track supporters point out is that it's not just the weekly racing, but the regular discipline of working on the car to keep it in shape that is a good focus for young drivers.
These drivers get support from wherever they can find it - many of the cars sport a magic-markered "thanks" to those who help them make it to the track; more often than not, Mom and Dad head the list. For the most part, reading the sponsorship decals is kind of like leafing through the Ulster County Yellow Pages; many of the businesses that help the drivers cover their expenses are local. Racing costs vary widely depending on the class of car. Pure Stocks and Vintage Modifieds can be built for as little as $3,000 and be competitive. One pure stock driver described his weekly budget as, "Between $150 and $200, depending on what breaks that week."
But winning in the bigger divisions, like the 358 Modifieds - stock cars adapted for power and handling - is a much bigger investment. The winning teams spend as much as $80,000 to $90,000 in a season.
There are as many stories about how drivers got started as there are drivers. Many of them had parents (or husbands) that raced, and then there are those, like Greg Meola, an Olivebridge contractor who were just drawn to the sport. He became completely addicted to visiting the Speedway while he was still a New York City resident weekending in Ulster County. He always spent the extra money for a pit pass and found the drivers and their supporters to be accessible and happy to talk about their sport.
Meola's time in the pits made him realize that he really wanted to know what it would be like to be on the track instead of watching it. With advice and informal instruction other drivers, he spent a few thousand dollars to convert a '67 Chevy Malibu he had acquired from an ex-girlfriend into a Pure Stock car. "The first time I raced was scary," Meola admits. "Guys bang into you and you just spin out on the corners. But now it's like nothing - I can't wait to get out there."
The races are - unarguably - noisy. There have been several efforts by the town of Rochester to legislate lower decibel levels - currently the regulation limits the maximum average decibel over a 30-minute period at 79 dB. Levels during races reportedly top out at about 110 dB, according to Citizens Accord. Fans and opponents alike report hearing the races from a variety of locales; depending on the wind and the weather there are times you can hear the starts from as far away as Rosendale.
At the track, it's virtually impossible to have a conversation during the races, though that does not keep fans from shouting their allegiances, complete with a variety of gestures - to drivers who wear one-way radios in their helmets to hear instructions from the racing officials.
Citizens Accord, an informal (though well organized) group that has led the fight to shut the racetrack down, complains that Town of Rochester officials are uncritical in their support of the track. They cite the fact that the noise limit laws were changed a few years ago to make it easier for the track to comply to restrictions, and allege that the town's monitoring efforts are inaccurate. Over the years the group has that the town's monitoring efforts are inaccurate. Over the years the group has brought several suits aimed at closing the track, including a suit claiming infringements on civil rights (due to noise) that was dismissed in Federal court in New York City as being out of the court's jurisdiction.
The current owners, Gary and Donna Palmer, who bought the track four years ago in hopes of turning a passion into a profitable business, have said that the legal fees have been a tremendous burden. Citizens Accord has also put some effort into discrediting the Palmers, talking at town meetings and writing letters to local papers. Most recently there was a dispute about the legal status of the corporation that owns the track, but Town of Rochester Supervisor Pam Duke says that has been resolved to the town's satisfaction.
Duke also adds that the Palmers have been cooperative in response to what she describes as "few" complaints about the noise. They have rescheduled the noisiest race (which is their biggest draw), the 358 Modified Feature Race, earlier in the evening and they strictly adhere to an 11PM curfew. If racing runs late, feature races are postponed to another date to comply with the curfew.
It seems inevitable that there will be a renewed struggle each spring to prevent the Speedway from reopening, and Citizens Accord shows no signs of bowing out of the fray. But, for this year, you can decide for yourself whether the entertainment outweighs the nuisance factor by spending a Friday night in Accord - at the track or near it...depending on your view of auto racing.
The Accord Speedway is located at 299 Whitfield Road off Route 209. There are races every Friday night (unless there's heavy rain) through October 30. Gates open to spectators at 5PM, racing begins at 7PM. For more information, call (845) 626-3478, www.accordspeedway.com.


text:
Q: SQL Server retrieving data with ASP.NET I've followed the below tutorial to retrieve data from a SQL Server database hosted on 1&1, but I'm getting a runtime error.
Connect to a SQL Server database using ASP.NET
I copied the code and changed the credentials to match a very simple database table I created to test it. I saved the file as an aspx file but when I try and reach the page I get a runtime error. Any suggestions? Complete newbie here so layman terms welcome!
The error is...

Server Error in '/' Application. Runtime Error Description: An application error occurred on the server. The current custom error settings for this application prevent the details of the application error from being viewed remotely (for security reasons). It could, however, be viewed by browsers running on the local server machine. Details: To enable the details of this specific error message to be viewable on remote machines, please create a <customErrors> tag within a "web.config" configuration file located in the root directory of the current web application. This <customErrors>

A: The error message tells you what you need to do. Basically, you cannot see the actual error until you add these lines to your web.config file
<configuration>
    <system.web>
        <customErrors mode="Off"/>
    </system.web>
</configuration>

You probably already have a web.config with  so in which case you'll just need to add the inner xml somewhere within the body of the file.
<system.web>
    <customErrors mode="Off"/>
</system.web>

A: From the above comment the error says "The entry 'EventLogProvider' has already been added.". Delete the duplicate key with same name in your config file "EventLogProvider". You need also remove this line -
<configuration>
    <system.web>
        <customErrors mode="RemoteOnly">
    </system.web>
</configuration>

And add what Rob mentioned in the answer.
More on this -
error: the details of the application error from being viewed remotely
Please check the below answer also-
The entry '' has already been added error


Rado, 14, and Caltu, 13, live in the Fentale District of Ethiopia, which has been severely affected by drought in recent years. Photo by Jake Lyell.
Kenya: ChildFund International will focus on three main areas of intervention – food security; health and nutrition; and WASH. Its national office ChildFund Kenya will work with local partners in the affected regions to mobilize community participation, ensuring that all eligible groups affected are adequately supported. ChildFund will also continue its collaboration with key stakeholders in the response, including county governments, the World Food Program, community-based organizations, NGOs and Kenya Red Cross. This collaborative effort will ensure a coordinated and effective response.
South Sudan: In response to the famine, which has put more than one million people at risk of starvation, ChildFund Australia has launched the Africa Food Crisis Appeal, working with partners to provide emergency food aid to the worst affected communities. ChildFund Korea South Sudan office, a program of ChildFund Korea, is also assessing the situation in the crisis-affected areas, including Unity, Central Equatoria and Eastern Equatoria states, with a view to providing emergency relief in collaboration with local partners.
Uganda: ChildFund International continues its work in Uganda, but is not present in the areas affected by the current crisis. It will continue to monitor the situation to see if ChildFund's participation in the response is warranted.


text:
Esta é uma lista de representantes permanentes da Libéria, ou outros chefes de missão, junto da Organização das Nações Unidas em Nova Iorque.

A Libéria foi um dos Estados fundadores das Nações Unidas e é membro desde 2 de novembro de 1945.

Ver também
 Lista de representantes permanentes nas Nações Unidas
 Missões diplomáticas da Libéria

Referências

Ligações externas

Nações Unidas em Nova Iorque
Libéria
Relações exteriores da Libéria

redpajama_set_name: RedPajamaWikipedia


text:
Depressão é um estado mental caracterizado por tristeza profunda persistente e aversão a atividades. Pode afetar os pensamentos, comportamentos, sentimentos e o bem-estar de uma pessoa. As pessoas deprimidas podem sentir-se tristes, ansiosas, desesperadas, vazias, preocupadas, impotentes, inúteis, culpadas, irritadas, magoadas ou inquietas. Podem perder o interesse em atividades que antes eram prazerosas, podem perder o apetite ou comer demais, apresentar problemas de concentração, dificuldade para lembrar detalhes ou tomar decisões e podem contemplar ou tentar o suicídio. Problemas de insônia, sono excessivo, fadiga, perda de energia, mudança na alimentação, sofrimento, dores ou problemas digestivos resistentes a tratamento também podem estar presentes.

Causas

Eventos da vida
Mudanças e eventos de vida que podem precipitar o  humor deprimido incluem o parto, menopausa, sedentarismo, dificuldades financeiras, problemas de trabalho, a perda de um amigo ou ente querido, casamento, desastres naturais (terremotos, furacões, tornados etc.), problemas de relacionamento, traumas, problemas de família ou até mesmo falta de atenção familiar, separação, luto ou lesão causada por catástrofe.

Tratamentos médicos
Certos medicamentos são conhecidos por causar humor deprimido em um número significativo de pacientes. Dentre eles, estão as drogas para tratamento da hepatite C e alguns medicamentos usados para tratar a pressão arterial alta, tais como os betabloqueadores e a reserpina.

Doenças não psiquiátricas
O humor deprimido pode ser o resultado de uma série de doenças infecciosas, condições neurológicas e problemas fisiológicos, incluindo hipoandrogenismo (nos homens), doença de Addison, doença de Lyme, esclerose múltipla, dor crónica, acidente vascular cerebral, diabetes, câncer, apneia do sono e ritmo circadiano perturbado. Muitas vezes, é um dos primeiros sintomas de hipotireoidismo (diminuição da atividade da glândula tireoide).

Síndromes psiquiátricas
Um número de síndromes psiquiátricas apresenta o humor deprimido como sintoma principal. Os transtornos de humor são um grupo de distúrbios considerados perturbações primárias do humor. Estes incluem o transtorno depressivo maior (comumente chamado de depressão maior ou depressão clínica), onde uma pessoa tem pelo menos duas semanas de humor deprimido ou perda de interesse ou prazer em quase todas as atividades, e distimia, um estado de humor deprimido crônico, cujos sintomas não atendam à gravidade de um episódio depressivo maior. Outro transtorno de humor, o transtorno bipolar, apresenta um ou mais episódios de níveis anormalmente elevados de humor, cognição e energia, mas também envolvendo um ou mais episódios depressivos. Quando o curso de episódios depressivos segue um padrão sazonal, a doença (transtorno depressivo maior, transtorno bipolar etc.) pode ser descrita como um transtorno afetivo sazonal.

Além dos transtornos do humor, o transtorno de personalidade limítrofe comumente apresenta humor deprimido. O transtorno de ajustamento com humor deprimido é uma perturbação do humor que aparece como uma resposta psicológica a um evento estressante identificável ou em que os sintomas emocionais ou comportamentais resultantes são significativos, mas não satisfazem os critérios para um episódio depressivo maior.  O transtorno de estresse pós-traumático é um distúrbio de ansiedade pós-trauma, comumente acompanhado por humor deprimido.

Tratamento
Humor deprimido pode não exigir tratamento profissional. Se prolongada, especialmente em combinação com outros sintomas, pode conduzir a um diagnóstico de uma condição médica ou psiquiátrica por um terapeuta ou médico, cujo tratamento pode ser benéfico. Diferentes subdivisões de depressão têm diferentes abordagens de tratamento.

A doença atinge em torno de 3% a 5% da população em geral; em pacientes clínicos, a depressão é encontrada em de 9% a 16% dos internados e em de 5% a 10% dos pacientes ambulatoriais. A depressão ainda é erroneamente diagnosticada. Quando diagnosticada corretamente, ainda pode ser tratada de forma errada, comprometendo a evolução dos pacientes.

Se não tratada de forma correta, a depressão pode durar por muito tempo, causando sérios problemas a vida do paciente, comprometendo relações familiares, no trabalho, amizades e aumentando os riscos de suicídio. Dois pontos de extrema importância para o tratamento contra a depressão são: o tempo e a dosagem certa. A única maneira de saber se os resultados são positivos, é após o início do tratamento, feito junto a um profissional.

Ver também
 Ansiedade e depressão no Brasil
 Ansiedade

Emoções
Neuropsicologia
Psicologia


The highly advanced, refined and efficient sports saloon.
New Jaguar XE models available from our authorised Jaguar dealerships. The new Jaguar XE is designed to deliver the perfect driving experience, it includes a host of innovative features including intelligent stop/start, drive control and touch-screen display. Be in charge of your driving experience and choose from seven sophisticated different models – XE Pure, XE Prestige, XE Portfolio, XE R-Sport, XE Landmark, XE New 300 Sport, and XE S.


I know that I've been posting about food a lot, but I just love to talk about food! But since there has been a lot of food places I thought I'd try and include some outfit pictures. Well I'm not a good fashion blogger but I do like fashion so why not try this! Let's do this, lets talk about Blue Star Doughnuts!
So Blue Star Doughnuts in Daikanyama is on a side street with lots of little shops around it. We got the blueberry something doughnut and it was incredible! It was so fluffy and sweet. They had lots of interesting flavors but they were sold out a lot by the time we got there. So if you are interested in going here try going in the morning.
Do I look a little grumpy? Its probably cause i want to eat my doughnut but my boyfriend wanted to take pictures. If you go here I would say that this green wall is a really cool place to take pictures and there are lots of places in walking distance to take pictures as well.


Associate Foreign Affairs Minister Fletcher Tabuteau will attend the Christmas Drinks function of the NZMEBC on Thursday 22 November at 5.30 pm. The event will be hosted by Council member Hesketh Henry at their offices on Level 14, PWC Centre, 188 Quay St, Auckland.
All financial members of the Council are invited to attend but registration for the event is essential. Please email michelle@boagallansvg.co.nz or call Michelle on 021-940884.
Mr Tabuteau visited the UAE earlier this month to meet with UAE Ministers and meet with representatives of New Zealand and Emirati businesses to reinforce the importance of our bilateral relationships as well as to further our trade and economic links.
Mr Tabuteau also visited the site of the Dubai 2020 Expo Pavilion, which Mr Tabuteau said will be a great opportunity to reinforce New Zealand's commitment to showcase New Zealand's culture, innovation and trade capabilities to the world.
"The UAE is now New Zealand's largest export market in the Middle East and our 11th largest trading partner globally," Mr Tabuteau said.


text:
Hey Brother is de derde single van het album True van de Zweedse dj/muziekproducent Avicii uit 2013. Het nummer is ingezongen door de zanger Dan Tyminski.

Van dit nummer maakte Avicii ook een remix (Avicii By Avicii) met de vocals van Salem Al Fakir.

Hitnoteringen

Nederlandse Top 40

Nederlandse Single Top 100

Vlaamse Ultratop 50

NPO Radio 2 Top 2000

Single uit 2013
Nummer van Avicii


text:
from unittest import TestCase
from unittest.mock import MagicMock

from app.questionnaire_state.state_answer import StateAnswer
from app.questionnaire_state.state_question import StateQuestion
from app.schema.answers.checkbox_answer import CheckboxAnswer
from app.schema.question import Question

class TestCheckBoxAnswer(TestCase):

    def setUp(self):

        question = Question()
        question.skipped = False
        question.type = "General"
        question_state = StateQuestion('2', question)

        self.skip_mandatory_validation = False

        self.check_box_answer = CheckboxAnswer('1234')
        self.check_box_answer.type = "Checkbox"
        self.check_box_answer.mandatory = True
        self.check_box_answer.questionnaire = MagicMock()

        self.answer_state = StateAnswer('1', self.check_box_answer)
        self.answer_state.is_valid = True
        self.answer_state.parent = question_state
        self.answer_state.schema_item.options = [{"label": "Option1", "value": "Option1"},{"label": "Option2", "value": "Option2"}]

    def test_mandatory_check_box_answer_other_with_valid_other(self):
        self.answer_state.input = ['other', 'Option3']
        is_valid = self.check_box_answer.validate(self.answer_state, self.skip_mandatory_validation)
        self.assertEqual(is_valid, True)

    def test_mandatory_check_box_answer_other_with_no_valid_other(self):
        self.answer_state.input = ['other']
        is_valid = self.check_box_answer.validate(self.answer_state, self.skip_mandatory_validation)
        self.assertEqual(is_valid, False)
        self.check_box_answer.questionnaire.get_error_message.assert_called_with('MANDATORY', '1234')

    def test_mandatory_check_box_answer_without_other_identifier(self):
        self.answer_state.input = ['Option3']
        is_valid = self.check_box_answer.validate(self.answer_state, self.skip_mandatory_validation)
        self.assertEqual(is_valid, False)
        self.check_box_answer.questionnaire.get_error_message.assert_called_with('MANDATORY', '1234')

    def test_mandatory_check_box_answer_without_input(self):
        self.answer_state.input = None
        is_valid = self.check_box_answer.validate(self.answer_state, self.skip_mandatory_validation)
        self.assertEqual(is_valid, False)
        self.check_box_answer.questionnaire.get_error_message.assert_called_with('MANDATORY', '1234')

    def test_non_mandatory_check_box_answer_empty(self):
        self.answer_state.input = None
        self.answer_state.is_valid = True
        self.check_box_answer.mandatory = False
        is_valid = self.check_box_answer.validate(self.answer_state, self.skip_mandatory_validation)
        self.assertEqual(is_valid, True)

    def test_non_mandatory_check_box_answer_non_valid_other_value(self):
        self.answer_state.input = ['other'] # other doesn't need an associated value if non_mandatory
        self.answer_state.is_valid = True
        self.check_box_answer.mandatory = False
        is_valid = self.check_box_answer.validate(self.answer_state, self.skip_mandatory_validation)
        self.assertEqual(is_valid, True)

    def test_check_box_answer_skipped(self):
        self.answer_state.is_valid = True
        self.answer_state.parent.skipped = True
        is_valid = self.check_box_answer.validate(self.answer_state, self.skip_mandatory_validation)
        self.assertEqual(is_valid, True)