Enrollment Form
Pursuant to the Share Trading Program of Red Coat Cattle Feeders Inc.
Notice to Users: The board of directors of Red Coat Cattle Feeders Inc. (the “Company”) has adopted a share trading program (the “Program”) to facilitate trading in the Company’s Shares by matching potential buyers of Shares with potential sellers of shares and by establishing procedures and rules for settling trades between buyers and sellers. The principles, procedures, and rules applicable to the Program are set forth in the General Terms and Conditions that were adopted by the Board effective March 15, 2023 and in the Supplemental Documents thereunder (all of which, as amended and/or restated from time to time, are hereafter referred to as the “General Terms and Conditions“). Unless the context otherwise requires, all words and phrases used but not otherwise defined in this Enrollment Form (including the Schedules hereto) have the meanings given such words and phrases in the General Terms and Conditions. This Enrollment Form must be completed and delivered to (and accepted by) the Company before a person may trade Shares under the Program or otherwise participate in the Program. Additionally,
- If a proposed Participant is:
- a corporation, partnership, limited partnership or other form of business entity, other than an individual; or
- the executor or administrator of the estate of a deceased shareholder and wishes to be able to sell Shares of such estate pursuant to the Program, the proposed Participant must complete and deliver to the Company Schedule A that is attached to and forms part of this Form;
- If, at the time of enrolling in the Program, a proposed Participant, or any associate or affiliate of the proposed Participant:
- is the registered or beneficial holder of Shares or exercises control or direction over any Shares; or
- is the executor or administrator of the estate of a deceased individual who was the registered holder of Shares, the proposed Participant must complete and deliver to the Company Schedule B that is attached to and forms part of this Form;
- A proposed Participant must complete and deliver such additional documents and information as may be required by any other provision of this Form or the Schedules hereto or that may otherwise be requested by the Company in accordance with the General Terms and Conditions; and
- A proposed Participant cannot, if they are a beneficiary under a registered retirement savings plan (“RRSP”) or a registered retirement income fund (“RRIF”), participate in the Program through such RRSP or RRIF.
To:
Red Coat Cattle Feeders Inc. (the “Company”)
Box 86, Hazenmore, SK S0N 1C0
Fax: (306) 264-3206
E-mail: [email protected]
Attention: Share Trading
The undersigned (the “Participant”) hereby applies to be enrolled as a Participant in the Share Trading Program and, in connection therewith, the Participant acknowledges, represents, warrants, covenants, and agrees to and in favour of the Company and, as applicable, to and in favour of every other person that may from time to time be a Participant under the Program, as follows:
- Authorization of Individual Participant If the Participant is an individual, he or she has obtained the age of majority and has the legal capacity and competence to enroll in the Program, to trade Shares under and otherwise participate in the Program and to observe and perform all of his or her covenants and obligations and take all actions required of him or her pursuant to this Enrollment Form or the General Terms and Conditions of the Program.
- Authority of Corporate Participant If the Participant is a corporation, general partnership, limited partnership or other business entity other than an individual (any of which are sometimes hereafter referred to as a “Business Entity”) it is a valid and subsisting Business Entity under the laws of its jurisdiction of incorporation or organization and has the necessary corporate or other authority and legal capacity and competence to enroll in the Program, to trade Shares under and otherwise participate in the Program and to observe and perform all of its covenants and obligations and take all actions required of it pursuant to this Enrollment Form or the General Terms and Conditions of the Program.
- No Legal Restrictions The Participant is not precluded or restricted by any applicable laws of any jurisdiction from participating in the Program or from trading in or holding Shares of the Company.
- Participant’s Information All information about the Participant set out in this Enrollment Form, including for greater certainty all information in all Schedules forming part of this Enrollment Form and all other information concerning the Participant that is delivered to the Company pursuant to this Enrollment Form or otherwise in connection with the Participant’s Enrollment or participation in the Program is true and correct in all material respects and the Participant shall forthwith advise the Company of any material change in any such information.
- Compliance with Program. The Participant acknowledges that a copy of the General Terms and Conditions have been provided, or made available for electronic access via the internet, to the Participant and the Participant acknowledges and agrees that he, she or it shall observe, perform and be bound by all provisions of such General terms and Conditions, all of which provisions are hereby incorporated by reference in and form part of this Enrollment Form. Without limiting the generality of the foregoing, the Participant hereby:
- irrevocably makes, constitutes and appoints the Company as its true and lawful attorney and agent, with full power of substitution and authority, in the Participant’s name, place and stead to execute and deliver for and on behalf of the Participant any share transfers and/or other documents that may be necessary or desirable to trade Shares on behalf of the Participant under and in accordance with the General Terms and Conditions of the Program;
- acknowledges that he, she or it shall be bound by any representations and actions made or taken by the Company pursuant to the aforesaid power of attorney and waives any and all defenses which may be available to contest, negate or disaffirm any representation or actions made or taken by the Company in good faith and acting lawfully under such power of attorney, acknowledges that such power of attorney shall be irrevocable and shall bind the Participant and the heirs, executors, administrators and other legal representatives and the successors and assigns of the Participant; and that the Company shall have the power to execute documents under such power of attorney in the name of the Participant alone or with others who have granted or who may hereafter grant a similar power of attorney by affixing its signature to such documents and indicating that it is acting on behalf of all persons so named in the document without expressly mentioning the Participant’s name in the document;
- acknowledges that the Company shall not be liable in any manner whatsoever to any Participant or other person for the failure to complete, process or match any Offers or to settle any trades where such failure is caused in whole or in part by the failure of any Participant to deliver any monies or documents required by the Program or for any other claims, demands, proceedings, losses, damages, liabilities, costs, deficiencies and expenses (including without limitation, all legal fees and expenses on a solicitor and his client basis, other professional fees or disbursements, interest, penalties, fines and amounts paid in settlement) (a “Loss”) suffered or incurred by any person whatsoever in relation to or accruing out of or under the Program except to the extent that such Loss is attributable to a deliberate act of misconduct or gross negligence by the Company; and
- agrees to participate in the Book Entry System as contemplated by the General Terms and Conditions and, in particular, Article 3 of the General Terms and Conditions, and hereby transfers to the Company all of the Participant’s right, title and interest in the Shares described in Schedule B hereof (if any) for cancellation and reissue in accordance with the Book Entry System