E P T A N C E. The above-mentioned Subscription Agreement is hereby accepted by Reviv3 Procare Company, DATED at_________________________ , the ______ day of________________ , 2022. REVIV3 PROCARE COMPANY By: EXHIBIT A ACCREDITED INVESTOR QUESTIONNAIRE All capitalized terms herein, unless otherwise defined, have the meanings ascribed thereto in the Subscription Agreement. This Questionnaire is for use by each Subscriber who has indicated an interest in purchasing Securities of REVIV3 PROCARE COMPANY (the “Company”). The purpose of this Questionnaire is to assure the Company that each Subscriber will meet the standards imposed by the United States Securities Act of 1933 (the “1933 Act”) and the appropriate exemptions of applicable securities laws. The Company will rely on the information contained in this Questionnaire for the purposes of such determination. Except as provided in the Subscription Agreement, the Securities will not be registered under the 1933 Act in reliance upon the exemption from registration afforded by Regulation D of the 1933 Act. This Questionnaire is not an offer of the Securities or any other securities of the Company in any state other than those specifically authorized by the Company. All information contained in this Questionnaire will be treated as confidential. However, by signing and returning this Questionnaire, each Subscriber agrees that, if necessary, this Questionnaire may be presented to such parties as the Company deems appropriate to establish the availability, under the 1933 Act or applicable state securities law, of exemption from registration in connection with the sale of the Securities hereunder. The Subscriber covenants, represents and warrants to the Company that it satisfies one or more of the categories of “Accredited Investors,” as defined by Rule 501 of Regulation D promulgated under the 1933 Act, as indicated below: (Please initial in the space provided those categories, if any, of an “Accredited Investor” which the Subscriber satisfies.)
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Reviv3 Procare Co)
E P T A N C E. The above-mentioned Subscription Agreement is in respect of the Notes and Warrants are hereby accepted by Reviv3 Procare CompanyCounterPath Solutions, Inc. DATED at_________________________ at Vancouver, British Columbia, the ______ 30th day of________________ of November, 20222006. REVIV3 PROCARE COMPANY ByCOUNTERPATH SOLUTIONS, INC. Per: /s/ Xxxx Xxxx Authorized Signatory CW941203.3 EXHIBIT A FORM OF NOTE CW941203.3 EXHIBIT B FORM OF WARRANT CW941203.3 EXHIBIT C ACCREDITED INVESTOR QUESTIONNAIRE All capitalized terms herein, unless otherwise defined, have the meanings ascribed thereto in the Subscription Agreement. This Questionnaire is for use by each the Subscriber who has indicated an interest in purchasing Securities of REVIV3 PROCARE COMPANY the Notes and the Warrants to be issued by CounterPath Solutions, Inc. (the “"Company”"). The purpose of this Questionnaire is to assure the Company that each the Subscriber will meet the standards imposed by the United States Securities Act of 1933 (the “"1933 Act”") and the appropriate exemptions of applicable state securities laws. The Company will rely on the information contained in this Questionnaire for the purposes of such determination. Except as provided in the Subscription Agreement, the The Securities will not be registered under the 1933 Act in reliance upon the exemption from registration afforded by Section 3(b) and/or Section 4(2) and Regulation D of the 1933 Act. This Questionnaire is not an offer of the Securities or any other securities of the Company in any state other than those specifically authorized by the Company. All information contained in this Questionnaire will be treated as confidential. However, by signing and returning this Questionnaire, each the Subscriber agrees that, if necessary, this Questionnaire may be presented to such parties as the Company deems appropriate to establish the availability, under the 1933 Act or applicable state securities law, of an exemption from registration in connection with the sale of the Securities hereunder. The Subscriber covenants, represents and warrants to the Company that it satisfies one or more of the categories of “"Accredited Investors,” ", as defined by Rule 501 of Regulation D promulgated under the 1933 Act, as indicated below: (Please initial in the space provided provide those categories, if any, of an “"Accredited Investor” " which the Subscriber satisfies.)) X Category 1 An organization described in Section 501(c)(3) of the United States Internal Revenue Code, a corporation, a Massachusetts or similar business trust or partnership, not formed for the specific purpose of acquiring the Securities, with total assets in excess of US $5,000,000;
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Counterpath Solutions, Inc.)
E P T A N C E. The above-mentioned Subscription Agreement is in respect of the Notes and Warrants are hereby accepted by Reviv3 Procare CompanyCounterPath Solutions, Inc. DATED at_________________________ at Vancouver, British Columbia, the ______ 30th day of________________ of November, 20222006. REVIV3 PROCARE COMPANY ByCOUNTERPATH SOLUTIONS, INC. Per: Authorized Signatory CW941203.3 EXHIBIT A FORM OF NOTE CW941203.3 EXHIBIT B FORM OF WARRANT CW941203.3 EXHIBIT C ACCREDITED INVESTOR QUESTIONNAIRE All capitalized terms herein, unless otherwise defined, have the meanings ascribed thereto in the Subscription Agreement. This Questionnaire is for use by each the Subscriber who has indicated an interest in purchasing Securities of REVIV3 PROCARE COMPANY the Notes and the Warrants to be issued by CounterPath Solutions, Inc. (the “"Company”"). The purpose of this Questionnaire is to assure the Company that each the Subscriber will meet the standards imposed by the United States Securities Act of 1933 (the “"1933 Act”") and the appropriate exemptions of applicable state securities laws. The Company will rely on the information contained in this Questionnaire for the purposes of such determination. Except as provided in the Subscription Agreement, the The Securities will not be registered under the 1933 Act in reliance upon the exemption from registration afforded by Section 3(b) and/or Section 4(2) and Regulation D of the 1933 Act. This Questionnaire is not an offer of the Securities or any other securities of the Company in any state other than those specifically authorized by the Company. All information contained in this Questionnaire will be treated as confidential. However, by signing and returning this Questionnaire, each the Subscriber agrees that, if necessary, this Questionnaire may be presented to such parties as the Company deems appropriate to establish the availability, under the 1933 Act or applicable state securities law, of an exemption from registration in connection with the sale of the Securities hereunder. The Subscriber covenants, represents and warrants to the Company that it satisfies one or more of the categories of “"Accredited Investors,” ", as defined by Rule 501 of Regulation D promulgated under the 1933 Act, as indicated below: (Please initial in the space provided provide those categories, if any, of an “"Accredited Investor” " which the Subscriber satisfies.) Category 1 An organization described in Section 501(c)(3) of the United States Internal Revenue Code, a corporation, a Massachusetts or similar business trust or partnership, not formed for the specific purpose of acquiring the Securities, with total assets in excess of US $5,000,000; ____ Category 2 A natural person whose individual net worth, or joint net worth with that person’s spouse, on the date of purchase exceeds US $1,000,000; ____ Category 3 A natural person who had an individual income in excess of US $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of US $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; ____ Category 4 A "bank" as defined under Section (3)(a)(2) of the 1933 Act or savings and loan association or other institution as defined in Section 3(a)(5)(A) of the 1933 Act acting in its individual or fiduciary capacity; a broker dealer registered pursuant to Section 15 of the Securities Exchange Act of 0000 (Xxxxxx Xxxxxx); an insurance company as defined in Section 2(13) of the 1933 Act; an investment company registered under the Investment Company Act of 1940 (United States) or a business development company as defined in Section 2(a)(48) of such Act; a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 0000 (Xxxxxx Xxxxxx); a plan with total assets in excess of $5,000,000 established and maintained by a state, a political subdivision thereof, or an agency or instrumentality of a state or a political subdivision thereof, for the benefit of its employees; an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 (United States) whose investment decisions are made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000, or, if a self-directed plan, whose investment decisions are made solely by persons that are accredited investors; ____ Category 5 A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940 (United States);
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Counterpath Solutions, Inc.)
E P T A N C E. The above-mentioned Subscription Agreement in respect of the Shares is hereby accepted by Reviv3 Procare CompanyKore Nutrition Incorporated. DATED at Vancouver, DATED atBritish Columbia, the _______ day of ____________________, 2010. KORE NUTRITION INCORPORATED Per: ______________________________________ , the ______ day of________________ , 2022. REVIV3 PROCARE COMPANY By: Authorized Signatory EXHIBIT A ACCREDITED US INVESTOR QUESTIONNAIRE All capitalized terms herein, unless otherwise defined, have the meanings ascribed thereto in the Subscription AgreementAgreement between the undersigned and Kore Nutrition Incorporated (the “Company”). This Questionnaire is for use by each Subscriber who is a US person (as that term is defined Regulation S of the United States Securities Act of 1933 (the “1933 Act”)) and has indicated an interest in purchasing Securities Shares of REVIV3 PROCARE COMPANY (the “Company”). The purpose of this Questionnaire is to assure the Company that each Subscriber will meet the standards imposed by the United States Securities 1933 Act of 1933 (the “1933 Act”) and the appropriate exemptions of applicable state securities laws. The Company will rely on the information contained in this Questionnaire for the purposes of such determination. Except as provided in the Subscription Agreement, the Securities The Shares will not be registered under the 1933 Act in reliance upon the exemption from registration afforded by Section 3(b) and/or Section 4(2) and Regulation D of the 1933 Act. This Questionnaire is not an offer of the Securities Shares or any other securities of the Company in any state other than those specifically authorized by the Company. All information contained in this Questionnaire will be treated as confidential. However, by signing and returning this Questionnaire, each Subscriber agrees that, if necessary, this Questionnaire may be presented to such parties as the Company deems appropriate to establish the availability, under the 1933 Act or applicable state securities law, of exemption from registration in connection with the sale of the Securities Shares hereunder. The Subscriber covenants, represents and warrants to the Company that it satisfies one or more of the categories of “Accredited Investors,” ”, as defined by Rule 501 of Regulation D promulgated under the 1933 Act, as indicated belowbelow and will continue to satisfy such categories upon each of the Closing Dates: (Please initial in the space provided provide those categories, if any, of an “Accredited Investor” which the Subscriber satisfies.) _______ Category 1 An organization described in Section 501(c)(3) of the United States Internal Revenue Code, a corporation, a Massachusetts or similar business trust or partnership, not formed for the specific purpose of acquiring the Shares, with total assets in excess of US $5,000,000. _______ Category 2 A natural person whose individual net worth, or joint net worth with that person’s spouse, on the date of purchase exceeds US $1,000,000. _______ Category 3 A natural person who had an individual income in excess of US $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of US $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year. _______ Category 4 A private business development company as defined in Section 202(a)(22) of the Investment Xxxxxxxx Xxx xx 0000 (Xxxxxx Xxxxxx). _______ Category 5 A director or executive officer of the Company. _______ Category 6 A trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Shares, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the 1933 Act. _______ Category 7 An entity in which all of the equity owners satisfy the requirements of one or more of the foregoing categories. Note that prospective Subscribers claiming to satisfy one of the above categories of Accredited Investor may be required to supply the Company with a balance sheet, prior years’ federal income tax returns or other appropriate documentation to verify and substantiate the Subscriber’s status as an Accredited Investor. If the Subscriber is an entity which initialled Category 7 in reliance upon the Accredited Investor categories above, state the name and address for each equity owner of the said entity and which of Categories 1 to 6 each such equity owner falls into. _____________________________________________________________________________________________ Note that prospective Subscribers claiming to satisfy one of the above categories of Accredited Investor may be required to supply the Company with a balance sheet, prior years’ federal income tax returns or other appropriate documentation to verify and substantiate the Subscriber’s status as an Accredited Investor. The Subscriber hereby certifies that the information contained in this Questionnaire is complete and accurate and the Subscriber will notify the Company promptly of any change in any such information. If this Questionnaire is being completed on behalf of a corporation, partnership, trust or estate, the person executing on behalf of the Subscriber represents that it has the authority to execute and deliver this Questionnaire on behalf of such entity.
Appears in 1 contract
Samples: Kore Nutrition, Inc.
E P T A N C E. The above-mentioned Subscription Agreement in respect of the Shares is hereby accepted by Reviv3 Procare CompanyRVPlus Inc. DATED at Jersey City, DATED at_________________________ New Jersey the 7th day of September, the ______ day of________________ 2012. RVPLUS INC. Per: /s/ Xxxx Xxx Xxxxxxxx, 2022. REVIV3 PROCARE COMPANY By: EXHIBIT CEO Authorized Signatory SCHEDULE A SCHEDULE B US ACCREDITED INVESTOR QUESTIONNAIRE All capitalized terms herein, unless otherwise defined, have the meanings ascribed thereto in the Subscription Debt Settlement Agreement. This Questionnaire is for use by each Subscriber who is a US person (as that term is defined Regulation S of the United States Securities Act of 1933 (the “ 1933 Act ”)) and has indicated an interest in purchasing Securities Shares of REVIV3 PROCARE COMPANY RVPlus Inc. (the “Company“ Company ”). The purpose of this Questionnaire is to assure the Company that each Subscriber will meet the standards imposed by the United States Securities 1933 Act of 1933 (the “1933 Act”) and the appropriate exemptions of applicable state securities laws. The Company will rely on the information contained in this Questionnaire for the purposes of such determination. Except as provided in the Subscription Agreement, the Securities The Shares will not be registered under the 1933 Act in reliance upon the exemption from registration afforded by Section 3(b) and/or Section 4(2) and Regulation D of the 1933 Act. This Questionnaire is not an offer of the Securities Shares or any other securities of the Company in any state other than those specifically authorized by the Company. All information contained in this Questionnaire will be treated as confidential. However, by signing and returning this Questionnaire, each Subscriber agrees that, if necessary, this Questionnaire may be presented to such parties as the Company deems appropriate to establish the availability, under the 1933 Act or applicable state securities law, of exemption from registration in connection with the sale of the Securities Shares hereunder. The Subscriber covenants, represents and warrants to the Company that it satisfies one or more of the categories of “Accredited Investors,” ”, as defined by Rule 501 of Regulation D promulgated under the 1933 Act, as indicated below: (( Please initial in the space provided those categories, if any, of an “Accredited Investor” which the Subscriber satisfies.)) _________ Category 1 An organization described in Section 501(c)(3) of the United States Internal Revenue Code, a corporation, a Massachusetts or similar business trust or partnership, not formed for the specific purpose of acquiring the Shares, with total assets in excess of US $5,000,000. _________ Category 2 a natural person whose individual net worth, or joint net worth with that person’s spouse, at the date of this Certification exceeds US $1,000,000, excluding the value of the primary residence of such person(s) and the related amount of indebtedness secured by the primary residence up to its fair market value. _________ Category 3 A natural person who had an individual income in excess of US $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of US $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year.
Appears in 1 contract
Samples: Settlement and Subscription Agreement (RVPlus Inc.)
E P T A N C E. The above-mentioned Subscription Agreement in respect of the Securities is hereby accepted by Reviv3 Procare Company, MONUMENTAL MARKETING INC. DATED atat _________________________ __________, the ________ day ofof ________________ ___, 20222007. REVIV3 PROCARE COMPANY ByMONUMENTAL MARKETING INC. Per: Authorized Signatory EXHIBIT A ACCREDITED PROSPECTIVE INVESTOR SUITABILITY QUESTIONNAIRE ONLY U.S. SUBSCRIBERS NEED TO SIGN THIS All capitalized terms herein, unless otherwise defined, have the meanings ascribed thereto in the Subscription Agreement. This Questionnaire is for use by each Subscriber who is a US person (as that term is defined Regulation S of the United States Securities Act of 1933 (the “1933 Act”)) and has indicated an interest in purchasing Securities Shares of REVIV3 PROCARE COMPANY Monumental Marketing Inc. (the “Company”). The purpose of this Questionnaire is to assure the Company that each Subscriber will meet the standards imposed by the United States Securities 1933 Act of 1933 (the “1933 Act”) and the appropriate exemptions of applicable state securities laws. The Company will rely on the information contained in this Questionnaire for the purposes of such determination. Except as provided in the Subscription Agreement, the The Securities will not be registered under the 1933 Act in reliance upon the exemption from registration afforded by Regulation D Section 3(b) and/or Section 4(6) of the 1933 Act. This Questionnaire is not an offer of the Securities or any other securities of the Company in any state other than those specifically authorized by the Company. All information contained in this Questionnaire will be treated as confidential. However, by signing and returning this Questionnaire, each Subscriber agrees that, if necessary, this Questionnaire may be presented to such parties as the Company deems appropriate to establish the availability, under the 1933 Act or applicable state securities law, of exemption from registration in connection with the sale of the Securities hereunder. The Subscriber covenants, represents and warrants to the Company that it satisfies one or more of the categories of “Accredited Investors,” ”, as defined by Rule 501 of Regulation D promulgated under the 1933 Act, as indicated below: (Please initial in the space provided provide those categories, if any, of an “Accredited Investor” which the Subscriber satisfies.)
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Monumental Marketing Inc)
E P T A N C E. The above-mentioned Subscription Agreement is hereby accepted by Reviv3 Procare Company, DATED atat _________________________ , the ______ day ofof ________________ _, 2022. REVIV3 PROCARE COMPANY By: EXHIBIT A ACCREDITED INVESTOR QUESTIONNAIRE All capitalized terms herein, unless otherwise defined, have the meanings ascribed thereto in the Subscription Agreement. This Questionnaire is for use by each Subscriber who has indicated an interest in purchasing Securities of REVIV3 PROCARE COMPANY (the “Company”). The purpose of this Questionnaire is to assure the Company that each Subscriber will meet the standards imposed by the United States Securities Act of 1933 (the “1933 Act”) and the appropriate exemptions of applicable securities laws. The Company will rely on the information contained in this Questionnaire for the purposes of such determination. Except as provided in the Subscription Agreement, the Securities will not be registered under the 1933 Act in reliance upon the exemption from registration afforded by Regulation D of the 1933 Act. This Questionnaire is not an offer of the Securities or any other securities of the Company in any state other than those specifically authorized by the Company. All information contained in this Questionnaire will be treated as confidential. However, by signing and returning this Questionnaire, each Subscriber agrees that, if necessary, this Questionnaire may be presented to such parties as the Company deems appropriate to establish the availability, under the 1933 Act or applicable state securities law, of exemption from registration in connection with the sale of the Securities hereunder. The Subscriber covenants, represents and warrants to the Company that it satisfies one or more of the categories of “Accredited Investors,” as defined by Rule 501 of Regulation D promulgated under the 1933 Act, as indicated below: (Please initial in the space provided those categories, if any, of an “Accredited Investor” which the Subscriber satisfies.) _______ Category 1 An organization described in Section 501(c)(3) of the United States Internal Revenue Code, a corporation, a Massachusetts or similar business trust, partnership or limited liability company, not formed for the specific purpose of acquiring the Securities, with total assets in excess of US $5,000,000. _______ Category 2 A natural person whose individual net worth, or joint net worth with that person’s spouse or spousal equivalent, on the date of purchase exceeds US $1,000,000 (excluding equity in a personal residence). _______ Category 3 A natural person who had an individual income in excess of US $200,000 in each of the two most recent years or joint income with that person’s spouse or spousal equivalent in excess of US $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year. _______ Category 4 A “bank” as defined under Section (3)(a)(2) of the 1933 Act or savings and loan association or other institution as defined in Section 3(a)(5)(A) of the 1933 Act acting in its individual or fiduciary capacity; a broker dealer registered pursuant to Section 15 of the Securities Exchange Act of 1900 (Xxxxxx Xxxxxx); any investment adviser registered pursuant to Section 203 of the Investment Advisers Act of 1940 (United States) or registered pursuant to the laws of a state; any investment adviser relying on the exemption from registering with the SEC under Section 203(l) or (m) of the Investment Advisers Act of 1900 (Xxxxxx Xxxxxx); an insurance company as defined in Section 2(a)(13) of the 1933 Act; an investment company registered under the Investment Company Act of 1940 (United States) or a business development company as defined in Section 2(a)(48) of such Act; a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958 (United States); any Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act (United States); a plan with total assets in excess of $5,000,000 established and maintained by a state, a political subdivision thereof, or an agency or instrumentality of a state or a political subdivision thereof, for the benefit of its employees; an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 (United States) whose investment decisions are made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000, or, if a self-directed plan, whose investment decisions are made solely by persons that are accredited investors. _______ Category 5 A private business development company as defined in Section 202(a)(22) of the Investment Adxxxxxx Xxx xx 0000 (Xxxxxx Xxxxxx). _______ Category 6 A director or executive officer of the Company. _______ Category 7 A trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Securities, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the 1933 Act. _______ Category 8 An entity in which all of the equity owners satisfy the requirements of one or more of the foregoing categories.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Reviv3 Procare Co)