As an inducement to Creation Labs Company to accept the subscription or PPM, the Investor represents and warrants as follows:
(A) The Investor acknowledges and agrees that the sale of the Note is intended to be exempt from registration under the Securities Act of 1933, as amended (the "33 Act"), by virtue of Section 4(2) of the 33 Act, and Regulation D promulgated thereunder ("Regulation D"). In accordance therewith and in furtherance thereof, the Investor represents and warrants to and agrees with the Company as follows:
The Investor is an Accredited Investor because the Investor qualifies as one of the following (initial the applicable option(s)):
Check All That Apply
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__ (i)
a bank as defined in Section 3(a)(2) of the 33 Act;
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__ (ii)
a savings and loan association or other institution as defined in Section 3(a)(5)(A) of the 33 Act;
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__ (iii)
a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934 (the “34 Act”);
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an insurance company as defined in Section 2(13) of the 33 Act;
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an investment company registered under the Investment Company Act of 1940, as amended or a business development company as defined in Section 2(a)(48) of such act;
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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;
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an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, as amended, if the investment decision is 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, with investment decisions made solely by persons that are accredited investors;
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a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended;
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an organization described in Section 501(c)(3) of the Internal Revenue Code, including without limitation, a corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;
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a director, executive officer, or general partner of the issuer of the securities being offered or sold, or a director, executive officer or general partner of a general partner of that issuer;
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a natural person whose individual net worth or joint net worth with that person's spouse, at the time of his or her purchase exceeds $l,000,000;
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a natural person who had individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;
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a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D or the 34 Act; or
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an entity in which all of the equity owners are accredited investors. (If this alternative is designated, the Subscriber must identify each equity owner and provide statements signed by each demonstrating how each qualifies as an accredited investor.) |