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Wellbeing Digital Sciences Inc. — Capital/Financing Update 2020
Nov 9, 2020
47463_rns_2020-11-09_b131e3b6-bae3-41ba-840a-6c14f1a0acc2.pdf
Capital/Financing Update
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SUBSCRIPTION AGREEMENT (\$0.075 Shares)
2019 THIS AGREEMENT is made effective as of the 11 day of July
BETWEEN:
THE SUBSCRIBER LISTED ON THE EXECUTION PAGE TO THIS AGREEMENT
(the "Subscriber")
OF THE FIRST PART
AND:
CHAMPIGNON BRANDS INC. a British Columbia company having its registered records office at Suite 704, 595 Howe Street, Vancouver, BC V6C 2T5
(the "Company")
OF THE SECOND PART
THE PARTIES HEREBY AGREE AS FOLLOWS:
$1.$ SUBSCRIPTION
The Subscriber hereby irrevocably agrees to subscribe for and agrees to purchase from the $1.1$ Company that number of shares of the Company (the "Shares") indicated on the signature page of this Agreement at a price of \$0.075 per Share (the "Purchase Price"), subject to the terms and conditions of this Subscription Agreement.
$1.2$ The Subscriber will complete the Purchase Price by delivering to the Company the executed Agreement, together with payment of the Purchase Price by check, bank draft, money order or wire to the Company.
$1.3$ Pending acceptance of this subscription by the Company, all funds paid hereunder shall be deposited by the Company and immediately available to the Company. In the event the subscription is not accepted, the subscription funds will constitute a non-interest bearing demand loan of the Subscriber to the Company.
The Subscriber acknowledges and agrees that if the funds are advanced to the Company's $1.4$ legal counsel, such funds will be held in trust by the Company's legal counsel for the sole benefit of the Company and that the Company's legal counsel shall be entitled to release such funds to the Company on confirmation by the Company that it will accept the subscription without further authorization or instructions from the Subscriber.
The Subscriber acknowledges that the Company has the right to accept or reject this $1.5$ Agreement in whole or in part.
REPRESENTATIONS AND WARRANTIES OF THE SUBSCRIBER $2.$
The Subscriber, represents and warrants to the Company as follows, and acknowledges that the Company is relying upon such representations and warranties in connection with the sale of the Shares to such Subscriber:
$2.1$ The Subscriber is (circle one or more of the following):

an accredited investor, in which case the Subscriber will complete, sign and deliver to the Company the Accredited Investor Confirmation attached as Schedule I (and if applicable, the Risk Acknowledgement attached as Appendix A to Schedule I) to this Agreement; or
- the Subscriber is either a director, executive officer, control person or founder of the $(b)$ Company or a close personal friend, close business associate, spouse, parent, grandparent, sibling or child (or a parent, grandparent, sibling or child of a spouse) of a director, executive officer, control person or founder of the Company, in which case the Subscriber will complete, sign and deliver to the Company the Confirmation of Relationship attached as Schedule II to this Agreement; or
- a non-individual, purchasing as principal not less than \$150,000 value of Shares under $(c)$ this Agreement and is not an entity that was formed for the purposes of entering into this Agreement.
$2.2$ If the Subscriber is an individual, he or she has attained the age of majority and has the legal capacity and competence to execute this Agreement, and to take all actions required pursuant hereto.
$2.3$ If the Subscriber is a corporation:
- it has the legal capacity and competence to execute this Agreement, and to take all $(a)$ actions required pursuant hereto:
- it has obtained all necessary approvals to authorize it to execute this Agreement, and to $(b)$ take all actions required pursuant hereto; and
- the entering into of this Agreement and the transactions contemplated hereby will not result $(c)$ in the violation of any of the terms and provisions of any law applicable to, or the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which it is bound.
The Subscriber has had or been given the opportunity to have the proposed investment and all $2.4$ aspects thereof examined by and explained to him, her or it by the Subscriber's own legal counsel, tax advisor, and financial consultant, or the Subscriber has experience in business enterprises or investments that involve risks of a type or to a degree substantially similar to those involved in an investment in the Company.
The Subscriber is purchasing the securities hereunder as principal for the Subscriber's own $2.5$ account and not for the benefit of any other person, and the Subscriber is purchasing the Shares for investment purposes only and has no present intention of distributing or reselling the Shares or any part thereof.
The Subscriber acknowledges and agrees that the Company's business is a start-up business $2.6$ which involves a high degree of risk and the purchase of the Shares must be considered a high risk speculation in which the Subscriber may lose all of its investment.
The Subscriber acknowledges that because this subscription is being made pursuant to $2.7$ exemptions from the registration and prospectus requirement of applicable securities laws:
- the Subscriber is restricted from using certain civil remedies available under applicable $(a)$ securities legislation;
- the Subscriber will not receive a prospectus that might otherwise be required to be $(b)$ provided to the Subscriber under applicable securities legislation if the exemptions were not being used;
-
the offering of the Shares need not be carried out through an investment advisor; $(c)$
-
the Company is relieved from certain obligations that would otherwise apply under $(d)$ applicable securities legislation if the exemptions were not being used; and
- the issuance and sale of the Shares to the Subscriber is subject to the sale being exempt $(e)$ from the registration and prospectus requirements of applicable securities legislation.
The Subscriber acknowledges that no securities commission has evaluated or endorsed the merits $2.8$ of the Shares purchased hereunder and that the person selling these Shares has no duty to tell the Subscriber whether these Shares are a suitable investment. The Subscriber further acknowledges that it is investing in the Company entirely at its own risk and it may lose all of its investment.
The Subscriber acknowledges that no person has made to the Subscriber any written or oral $2.9$ representation: (i) that any person will resell or repurchase the Shares; (ii) that any person will refund the purchase price of the Shares; or (iii) as to the future price or value of any of the Shares.
The Subscriber is aware that there is currently no public or private market whatsoever for the $2.10$ Shares and there is no assurance that any such market will be established at any time and, accordingly, it may not be possible for the Subscriber to readily liquidate his, her or its investment in the Company in case of an emergency and therefore, in this regard, the Subscriber has adequate means for providing for his, her or its current needs and personal contingencies and has no need for liquidity of his, her or its investment in the Shares.
RESALE RESTRICTIONS $3.$
The Subscriber acknowledges that the Company is not a reporting issuer in any jurisdiction and $3.1$ that, as a result, the Shares will be subject to restrictions on resale imposed by applicable securities legislation until:
- all applicable resale restrictions have been satisfied and the applicable statutory hold $(a)$ period has expired;
- a further statutory exemption under applicable securities legislation is available to the $(b)$ Subscriber;
- an appropriate discretionary order under applicable securities legislation is obtained; or $(c)$
- the Subscriber, if a control person, has satisfied all conditions relating to sales by control $(d)$ persons set out in applicable securities legislation.
The Subscriber also acknowledges that the Shares may in future be subject to escrow or pooling $3.2$ restrictions imposed by the a securities commission, a stock exchange, or any other securities regulatory authority (any of which is a "Securities Regulator"), or by the Company or any broker, investment dealer or sponsor retained by the Company in connection with an initial public offering of securities by the Company. In this regard, the Subscriber agrees to sign and deliver to the Company an escrow or pooling agreement in the form prescribed by the Securities Regulator, the Company, or its broker, investment dealer or sponsor.
The Subscriber acknowledges that it is the Subscriber's obligation to ensure that he, she or it $3.3$ complies with the resale restrictions, if any, applicable at the time the Subscriber wishes to sell or trade any of the Shares and that it is not the obligation of the Company or its solicitors to keep the Subscriber informed of the applicable resale restrictions. The Subscriber further acknowledges that the Company has advised him, her or it to consult with the Subscriber's own legal advisers before selling or trading the Shares to ensure compliance with all applicable laws.
IRREVOCABILITY AND SURVIVAL OF SUBSCRIPTION 4.
The Subscriber acknowledges and agrees that he, she or it is not entitled to cancel, terminate or $4.1$ revoke this Agreement or any agreements of the Subscriber hereunder and that this Agreement and any other agreements of the Subscriber hereunder will survive the Subscriber's death or disability.
$5.$ INDEMNIFICATION
$5.1$ The Subscriber agrees to indemnify and hold the Company and each of its directors and officers harmless from any and all claims, demands, actions, causes of action or other liability, damages, or losses arising out of or incurred as a result of any untrue statements contained in the representations and warranties set out in this Agreement, or by reason of the Subscriber's failure to fulfill any conditions of this Agreement, including the payment of reasonable legal fees and costs.
COLLECTION OF PERSONAL INFORMATION 6.
The Subscriber acknowledges and consents to the fact that the Company is collecting the $6.1$ Subscriber's personal information for the purpose of fulfilling this Agreement. The Subscriber further acknowledges and consents to the fact that the company may be required by applicable securities laws to provide the Securities Regulators or other authorities pursuant to the Proceeds of Crime (Money Laundering) Act (Canada) with any personal information provided by the Subscriber.
$\overline{7}$ . CONSENT
The Subscriber, on his, her or its own behalf and on behalf of any person for whom the $7.1$ Subscriber is contracting hereunder, acknowledges and consents to the release by the Company of certain information regarding the Subscriber's subscription, including the Subscriber's name, address, telephone number and registration instructions, the number of Shares purchased, the number of securities of the Company held, the status of the Subscriber as an insider or as otherwise represented herein, and, if applicable, information regarding beneficial ownership of or the principal of the Subscriber, in compliance with securities regulatory policies to the Security Regulators in reporting jurisdictions or to other authorities as required by law and to the transfer agent of the Company for the purpose of arranging for the preparation of the certificates representing the Shares. The purpose of the collection of the information required to be provided in documents required to be filed with the Securities Regulators under applicable securities laws and other authorities as required by law. In addition, the Subscriber acknowledges and consents to the collection, use and disclosure of all such personal information by Securities Regulators in accordance with their requirements, including the provision to third party service provides, from time to time.
8. NOTICE
Any notice under this Agreement will be given in writing and must be delivered, sent by facsimile $8.1$ transmission, or mailed by prepaid post and addressed to the Company, at its corporate office indicated above, and to the Subscriber at his, her or its address indicated on the last page of this Agreement. If notice is sent by facsimile transmission or is delivered, it will be deemed to have been given at the time of transmission or delivery. If notice is mailed, it will be deemed to have been received forty-eight hours following the date of the mailing of the notice. If there is an interruption in normal mail service due to strike, labour unrest, or other cause at or prior to the time a notice is mailed, the notice will be sent by facsimile transmission or will be delivered.
9. MISCELLANEOUS
$9.1$ The parties agree to execute and deliver all such further documents, agreements and instruments and take such other and further action as may be necessary or appropriate to carry out the purposes and intent of this Agreement.
$9.2$ Time shall be of the essence hereof.
This Agreement represents the entire agreement of the parties hereto relating to the subject 9.3 matter hereof and there are no representations, covenants or other agreements relating to the subject matter hereof except as stated or referred to herein.
The terms and provisions of this Agreement shall be binding upon and enure to the benefit 9.4 of the Subscriber and the Company and their respective heirs, executors, administrators, successors and assigns; provided that, except for the assignment by a Subscriber who is acting as nominee or agent to the beneficial owner and as otherwise herein provided, this Agreement shall not be assignable by any party without prior written consent of the other parties.
Neither this Agreement nor any provision hereof shall be modified, changed, discharged or 9.5 terminated except by an instrument in writing signed by the party against whom any waiver, change, discharge or termination is sought.
The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the 9.6 validity. legality or enforceability of any other provision hereof.
9.7 The headings used in this Agreement have been inserted for convenience of reference only and shall not affect the meaning or interpretation of this Agreement or any provision hereof.
This Agreement will be governed by and construed in accordance with the laws of British 9.8 Columbia and the parties irrevocably attorn and submit to the jurisdiction of the court of British Columbia with respect to any dispute related to this Agreement.
9.9 This Agreement may be executed in one or more counterparts, each of which so executed shall constitute an original and all of which together shall constitute one and the same agreement.
NUMBER OF SHARES SUBSCRIBED FOR:
$2,000,000$
"Robert Meister"
SUBSCRIBER:
Signature of Subscriber:
Name of Subscriber:
If Applicable, Print Name of Signatory and Office Robert Meister, CEO
If Applicable, Jurisdiction of Incorporation of Subscriber
Address of Subscriber:
Telephone Number of Subscriber:
E-mail Address of Subscriber (required):
Auralite Investments Inc.
Bridish Columbia
#340 - 1917 West 4th Ave
Vancouver, B.C. V6J 1M7
| 11 2019 July |
||||
|---|---|---|---|---|
| "Gareth Birdsall" | ||||
SCHEDULE I
ACCREDITED INVESTOR CONFIRMATION (For Subscribers who are accredited investors)
The Subscriber represents and warrants to the Company that the Subscriber has read the following definition of an "accredited investor" from National Instrument 45-106 Prospectus and Registration Exemptions and certifies that the Subscriber is an accredited investor by virtue of falling into one or more of the categories below (please initial in the appropriate box below):
- a Canadian financial institution, or a Schedule III bank. (a)
- the Business Development Bank of Canada incorporated under the Business Development Bank of $(b)$ Canada Act (Canada).
- a subsidiary of any person referred to in paragraphs (a) or (b), if the person owns all of the voting (c) securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary.
- a person registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer, $(d)$ other than a person registered solely as a limited market dealer under one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador).
- an individual registered or formerly registered under the securities legislation of a jurisdiction of Canada $(e)$ as a representative of a person or company referred to in paragraph (d).
- the government of Canada or a jurisdiction of Canada, or any crown corporation, agency or wholly $(f)$ owned entity of the government of Canada or a jurisdiction of Canada.
- a municipality, public board or commission in Canada and a metropolitan community, school board, (g) the Comite de gestion de la taxe scolaire de L'ile de Montreal or an intermunicipal management board in Quebec.
- any national, federal, state, provincial, territorial or municipal government of or in any $(h)$ foreign jurisdiction, or any agency of that government.
- a pension fund that is regulated by either the Office of the Superintendent of Financial Institutions $(i)$ (Canada), a pension commission or similar regulatory authority of a jurisdiction of Canada.
- an individual who, either alone or together with a spouse, beneficially owns financial assets (cash and $(i)$ securities) having an aggregate realizable value that, before taxes, but net of any related liabilities, exceeds CDN \$1,000,000. [NOTE THAT SUBSCRIBER MUST COMPLETE APPENDIX A TO THIS SCHEDULE I]
- an individual whose net income before taxes exceeded CDN \$200,000 in each of the two most recent $(k)$ calendar years or whose net income before taxes combined with that of a spouse exceeded CDN \$300,000 in each of the two most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year. [NOTE THAT SUBSCRIBER MUST COMPLETE APPENDIX A TO THIS SCHEDULE I]
- an individual who, either alone or with a spouse, has net assets of at least CDN \$5,000,000. [NOTE $(1)$ THAT SUBSCRIBER MUST COMPLETE APPENDIX A TO THIS SCHEDULE I]
- RM a person, other than an individual or investment fund, that has net assets of at least CDN \$5,000,000. $(m)$
- an investment fund that distributes or has distributed its securities only to: (n)
- (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 of NI 45-106 [Minimum Amount Investment], and 2.19 of NI 45-106 [Additional Investment in Mutual Funds), or
(iii) a person described in paragraph (i) or (ii) that acquires or acquired securities under section 2.18 of NI 45-106 [Investment Fund Reinvestment].
- an investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of $(0)$ Canada for which the regulator or, in the case of Quebec, the securities regulatory authority, has issued a receipt.
- a trust company or trust corporation registered or authorized to carry on business under the Trust and $(p)$ 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 company or trust corporation, as the case may be.
- a person acting on behalf of a fully managed account managed by that person, if that person: $\overline{a}$ (q) (i) 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, and (ii) in Ontario, is purchasing a security that is not a security of an investment fund.
- a registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained $(r)$ 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.
- an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in $(s)$ paragraphs (a) through (d) and (i) in form and function.
- a person in respect of which all of the owners of interests, direct or indirect or beneficial, except the $(t)$ voting securities required by law to be owned by directors, are persons or companies that are accredited investors.
- an investment fund that is advised by a person registered as an adviser or a person that is exempt $(u)$ from registration as an adviser.
- a person that is recognized or designated by the securities regulatory authority or, except in Ontario $\overline{\phantom{a}}^{(v)}$ and Quebec, the regulator as an accredited investor.
The representations and warranties made in this certificate are true and accurate as of the date of this certificate and will be true and accurate as of the date of closing of the transaction contemplated by this Agreement. If any such representations and warranties becomes untrue or inaccurate prior to the closing, the undersigned Subscriber will give the Company immediate written notice.
The Subscriber acknowledges that the Company will be relying on this certificate in connection with the Agreement. The statements made in this certificate are true.
Dated July 11 , 2019
Signature of Subscriber:
Name of Subscriber:
Authorized Signatory of Subscriber (if Corporate Subscriber):
"Robert Meister"
Auralite Investments Inc.
Robert Meister, CEO
#340 - 1917 West 4th Ave.
Address of Subscriber:
Appendix A to Schedule I Form 45-106F9 Form for Individual Accredited Investors
WARNING!
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 THE ISSUER OR SELLING SECURITY HOLDER | ||
|---|---|---|
| 1. About your investment | ||
| Type of securities: \$0.075 Shares | Issuer: Champignon Brands Inc. | |
| Purchased from: [Instruction: Indicate whether securities are purchased from the issuer or a selling security holder.] Issuer |
||
| SECTIONS 2 TO 4 TO BE COMPLETED BY THE PURCHASER | ||
| 2. Risk acknowledgement | ||
| This investment is risky. Initial that you understand that! | Your initials |
|
| Risk of loss - You could lose your entire investment of \$_______. [Instruction: Insert the total dollar amount of the investment.] |
||
| 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 will 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 investment. 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 initials |
|
| • Your net income before taxes was more than \$200,000 in each of 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 cash and securities. |
||
| Either alone or with your spouse, you 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 THE 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 | |
| For investment in a non-investment fund CHAMPIGNON BRANDS INC. #609 - 1887 CROWE STREET Vancouver, BC V5Y 0B4 |
|
| For more information about prospectus exemptions, contact your local securities regulator. You can find contact information at www.securities-administrators.ca. |
Form instructions:
-
- This form does not mandate the use of a specific font size or style but the font must be legible.
-
- The information in sections 1, 5 and 6 must be completed before the purchaser completes and signs the form.
-
- The purchaser must sign this form. Each of the purchaser and the issuer or selling security holder must receive a copy of this form signed by the purchaser. The issuer or selling security holder is required to keep a copy of this form for 8 years after the distribution.
SCHEDULE II
CONFIRMATION OF RELATIONSHIP
(For Subscribers that are NOT accredited investors but ARE a director, executive officer, control person or founder of the Company or a close personal friend, close business associate, spouse, parent, grandparent, sibling or child (or a parent, grandparent, sibling or child of a spouse) of a director, executive officer, control person or founder of the Company)
The Subscriber represents and warrants to the Company that the Subscriber has read the following definitions from National Instrument 45-106 Prospectus and Registration Exemptions and certifies that the Subscriber has the relationship(s) to the Company or its directors, executive officers, control persons or founders by virtue of the Subscriber falling into one or more of the categories below (please initial in the appropriate box below):
(Initials)
| (a) | a director, executive officer, employee or control person of the Company. |
|---|---|
| (b) | a spouse, parent, grandparent, brother, sister, child or grandchild of a director, executive officer or control person of the Company. |
| (c) | a parent, grandparent, brother, sister, child or grandchild of the spouse of a director, executive officer or control person of the Company. |
| (d) | a close personal friend of a director, executive officer or control person of the Company. |
| (e) | a close business associate of a director, executive officer, founder or control person of the Company. |
| (f) | a founder of the Company or a spouse, parent, grandparent, brother, sister, child, grandchild, close personal friend or close business associate of a founder of the Company. |
| (g) | a parent, grandparent, brother, sister, child or grandchild of a spouse of a founder of the Company. |
| (h) | a security holder of the Company. |
| (i) | a person or company of which a majority of the voting securities are beneficially owned by, or a majority of the directors are, persons or companies described in subparagraphs (a) to (h) above. |
| (j) | a trust or estate of which all of the beneficiaries or a majority of the trustees are persons or companies described in subparagraphs (a) to (h) above. |
For the purposes of this certificate:
(A) "close business associate" means an individual who has had sufficient prior business dealings with the director, executive officer, founder or control person to be in a position to assess the capabilities and trustworthiness of the director, executive officer, founder or control person.
A casual business associate or a person introduced or solicited for the purpose of purchasing securities is not a close business associate.
An individual is not a close business associate solely because the individual is a client, customer, or former client or customer. For example, an individual is not a close business associate of a registrant or former registrant solely because the individual is a client or former client of that registrant or former registrant.
The relationship between the Subscriber and the director, executive officer, founder or control person must be direct. For example, the exemption is not available for a close business associate of a close business associate of a director, executive officer, founder or control person.
(B) "close personal friend" means an individual who has known the director, executive officer, founder or control person well enough and for a sufficient period of time to be in a position to assess the capabilities and trustworthiness of the director, executive officer, founder or control person. The term close personal friend can include family members not already listed in the exemption if the family member is in a position to assess the capabilities and trustworthiness of the director, executive officer, founder or control person.
An individual is not a close personal friend solely because the individual is a relative or a member of the same organization, association or religious group. An individual is not a close personal friend solely because the individual is a client, customer, or former client or customer. For example, an individual is not a close personal friend of a registrant or former registrant simply because the individual is a client or former client of that registrant or former registrant.
The relationship between the Subscriber and the director, executive officer, founder or control person must be direct. For example, the exemption is not available for a close personal friend of a close personal friend of the director, executive officer, founder or control person.
The representations and warranties made in this certificate are true and accurate as of the date of this certificate and will be true and accurate as of the date of closing of the transaction contemplated by this Subscription Agreement. If any such representations and warranties becomes untrue or inaccurate prior to the closing, the undersigned Subscriber will give the Company immediate written notice.
Name and Position of Director / Executive Officer / Founder / Control Person known to the Subscriber:
Brief Description of Relationship:
The Subscriber acknowledges that the Company will be relying on this certificate in connection with the Subscription Agreement. The statements made in this certificate are true.
Dated ____________________________________
Signature of Subscriber:
Name of Subscriber:
Authorized Signatory of Subscriber (if Corporate Subscriber):
Address of Subscriber: