Nevada
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000-54452
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80-0778461
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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Exhibit No.
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Description
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10.1
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Form of Subscription Agreement
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10.2
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Class A Warrant
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10.3
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Class B Warrant
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10.4
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Class C Warrant
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10.5
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Form of Subscription Agreement
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10.6
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Class A Warrant
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10.7
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Class B Warrant
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10.8
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Class C Warrant
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10.9
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Form of Subscription Agreement
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10.10
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Class A Warrant
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10.11
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Class B Warrant
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10.12
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Class C Warrant
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(1)
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one share of Common Stock (a “Purchased Share”);
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(2)
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one Class A Warrant, as further described in the Class A Warrant Agreement attached hereto as Exhibit A, entitling the undersigned to purchase one share of Common Stock at an exercise price of $0.35 per share, expiring on November 16, 2020 (a “Class A Warrant”); and
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(3)
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one Class B Warrant, as further described in the Class B Warrant Agreement attached hereto as Exhibit B, entitling the undersigned to purchase one share of Common Stock at an exercise price of $0.40 per share, expiring on November 16, 2020 (a “Class B Warrant”); and
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(4)
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one Class C Warrant, as further described in the Class C Warrant Agreement attached hereto as Exhibit C, entitling the undersigned to purchase one share of Common Stock at an exercise price of $0.45 per share, expiring on November 16, 2020 (a “Class C Warrant, and together with the Class A Warrant and Class B Warrant, the “Warrants”).
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(1)
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“Common Stock” means the common stock of the Company.
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(2)
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“Securities” means the Purchased Shares, the Warrants and the Warrant Shares.
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(3)
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“Warrant Shares” means the shares of Common Stock issuable upon due exercise of the Warrants.
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(i)
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The undersigned realizes that the basis for the exemption may not be present if, notwithstanding such representations, the undersigned has in mind merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The undersigned does not have any such intention;
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(ii)
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The undersigned has the financial ability to bear the economic risk of his investment, has adequate means for providing for his current needs and personal contingencies and has no need for liquidity with respect to his investment in the Company;
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(iii)
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The undersigned has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in the Securities. The undersigned also represents it has not been organized for the purpose of acquiring the Securities;
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(iv)
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The undersigned has been provided an opportunity for a reasonable period of time prior to the date hereof to obtain additional information concerning the offering of the Securities, the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense; and
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(v)
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The undersigned has carefully reviewed all of the Company’s filings under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
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1.
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The undersigned is not a U.S. Person (as defined below) and is not an affiliate (as defined in Rule 501(b) under the Securities Act) of the Company and is not acquiring the Securities for the account or benefit of a U.S. Person. A U.S. Person means any one of the following:
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·
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any natural person resident in the United States of America;
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·
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any partnership or corporation organized or incorporated under the laws of the United States of America;
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·
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any estate of which any executor or administrator is a U.S. person;
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·
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any trust of which any trustee is a U.S. person;
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·
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any agency or branch of a foreign entity located in the United States of America;
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·
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any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person;
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·
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any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated or (if an individual) resident in the United States of America; and
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·
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any partnership or corporation if:
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2.
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At the time of the origination of contact concerning this Agreement and the date of the execution and delivery of this Agreement, the undersigned was outside of the United States.
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3.
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The undersigned will not, during the period commencing on the date of issuance of the Purchased Shares or Warrants and ending on the first anniversary of such date, or such shorter period as may be permitted by Regulation S or other applicable securities law (the “Restricted Period”), offer, sell, pledge or otherwise transfer the Purchased Shares or the Warrants in the United States, or to a U.S. Person for the account or for the benefit of a U.S. Person, or otherwise in a manner that is not in compliance with Regulation S.
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4.
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The undersigned will, after expiration of the Restricted Period, offer, sell, pledge or otherwise transfer the Purchased Shares or Warrants only pursuant to registration under the Securities Act or an available exemption therefrom and, in accordance with all applicable state and foreign securities laws.
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5.
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The undersigned was not in the United States, engaged in, and prior to the expiration of the Restricted Period will not engage in, any short selling of or any hedging transaction with respect to the Securities, including without limitation, any put, call or other option transaction, option writing or equity swap.
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6.
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Neither the undersigned nor or any person acting on his behalf has engaged, nor will engage, in any directed selling efforts to a U.S. Person with respect to the Securities and the Investor and any person acting on his behalf have complied and will comply with the “offering restrictions” requirements of Regulation S under the Securities Act.
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7.
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The transactions contemplated by this Agreement have not been pre-arranged with a buyer located in the United States or with a U.S. Person, and are not part of a plan or scheme to evade the registration requirements of the Securities Act.
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8.
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Neither the undersigned nor any person acting on his behalf has undertaken or carried out any activity for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States, its territories or possessions, for any of the Securities. The undersigned agrees not to cause any advertisement of the Securities to be published in any newspaper or periodical or posted in any public place and not to issue any circular relating to the Securities, except such advertisements that include the statements required by Regulation S under the Securities Act, and only offshore and not in the U.S. or its territories, and only in compliance with any local applicable securities laws.
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9.
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Each certificate representing the Securities shall be endorsed with the following legends, in addition to any other legend required to be placed thereon by applicable federal or state securities laws:
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10.
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The undersigned consents to the Company making a notation on its records or giving instructions to any transfer agent of the Company in order to implement the restrictions on transfer of the Securities set forth in this Section 2.
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BRISSET BEER INTERNATIONAL, INC.
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By: ___________________________
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Name: Stephane Pilon
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Title: President, CEO
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BRISSET BEER INTERNATIONAL, INC.
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By: ___________________________
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Name: Stephane Pilon
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Title: President, CEO
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BRISSET BEER INTERNATIONAL, INC.
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By: ___________________________
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Name: Stephane Pilon
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Title: President, CEO
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(1)
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one share of Common Stock (a “Purchased Share”);
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(2)
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one Class A Warrant, as further described in the Class A Warrant Agreement attached hereto as Exhibit A, entitling the undersigned to purchase one share of Common Stock at an exercise price of $0.35 per share, expiring on November 16, 2020 (a “Class A Warrant”); and
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(3)
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one Class B Warrant, as further described in the Class B Warrant Agreement attached hereto as Exhibit B, entitling the undersigned to purchase one share of Common Stock at an exercise price of $0.40 per share, expiring on November 16, 2020 (a “Class B Warrant”); and
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(4)
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one Class C Warrant, as further described in the Class C Warrant Agreement attached hereto as Exhibit C, entitling the undersigned to purchase one share of Common Stock at an exercise price of $0.45 per share, expiring on November 16, 2020 (a “Class C Warrant, and together with the Class A Warrant and Class B Warrant, the “Warrants”).
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(1)
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“Common Stock” means the common stock of the Company.
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(2)
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“Securities” means the Purchased Shares, the Warrants and the Warrant Shares.
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(3)
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“Warrant Shares” means the shares of Common Stock issuable upon due exercise of the Warrants.
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(i)
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The undersigned realizes that the basis for the exemption may not be present if, notwithstanding such representations, the undersigned has in mind merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The undersigned does not have any such intention;
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(ii)
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The undersigned has the financial ability to bear the economic risk of his investment, has adequate means for providing for his current needs and personal contingencies and has no need for liquidity with respect to his investment in the Company;
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(iii)
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The undersigned has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in the Securities. The undersigned also represents it has not been organized for the purpose of acquiring the Securities;
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(iv)
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The undersigned has been provided an opportunity for a reasonable period of time prior to the date hereof to obtain additional information concerning the offering of the Securities, the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense; and
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(v)
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The undersigned has carefully reviewed all of the Company’s filings under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
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1.
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The undersigned is not a U.S. Person (as defined below) and is not an affiliate (as defined in Rule 501(b) under the Securities Act) of the Company and is not acquiring the Securities for the account or benefit of a U.S. Person. A U.S. Person means any one of the following:
|
·
|
any natural person resident in the United States of America;
|
·
|
any partnership or corporation organized or incorporated under the laws of the United States of America;
|
·
|
any estate of which any executor or administrator is a U.S. person;
|
·
|
any trust of which any trustee is a U.S. person;
|
·
|
any agency or branch of a foreign entity located in the United States of America;
|
·
|
any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person;
|
·
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any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated or (if an individual) resident in the United States of America; and
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·
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any partnership or corporation if:
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(A)
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organized or incorporated under the laws of any foreign jurisdiction; and
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2.
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At the time of the origination of contact concerning this Agreement and the date of the execution and delivery of this Agreement, the undersigned was outside of the United States.
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3.
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The undersigned will not, during the period commencing on the date of issuance of the Purchased Shares or Warrants and ending on the first anniversary of such date, or such shorter period as may be permitted by Regulation S or other applicable securities law (the “Restricted Period”), offer, sell, pledge or otherwise transfer the Purchased Shares or the Warrants in the United States, or to a U.S. Person for the account or for the benefit of a U.S. Person, or otherwise in a manner that is not in compliance with Regulation S.
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4.
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The undersigned will, after expiration of the Restricted Period, offer, sell, pledge or otherwise transfer the Purchased Shares or Warrants only pursuant to registration under the Securities Act or an available exemption therefrom and, in accordance with all applicable state and foreign securities laws.
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5.
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The undersigned was not in the United States, engaged in, and prior to the expiration of the Restricted Period will not engage in, any short selling of or any hedging transaction with respect to the Securities, including without limitation, any put, call or other option transaction, option writing or equity swap.
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6.
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Neither the undersigned nor or any person acting on his behalf has engaged, nor will engage, in any directed selling efforts to a U.S. Person with respect to the Securities and the Investor and any person acting on his behalf have complied and will comply with the “offering restrictions” requirements of Regulation S under the Securities Act.
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7.
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The transactions contemplated by this Agreement have not been pre-arranged with a buyer located in the United States or with a U.S. Person, and are not part of a plan or scheme to evade the registration requirements of the Securities Act.
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8.
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Neither the undersigned nor any person acting on his behalf has undertaken or carried out any activity for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States, its territories or possessions, for any of the Securities. The undersigned agrees not to cause any advertisement of the Securities to be published in any newspaper or periodical or posted in any public place and not to issue any circular relating to the Securities, except such advertisements that include the statements required by Regulation S under the Securities Act, and only offshore and not in the U.S. or its territories, and only in compliance with any local applicable securities laws.
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9.
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Each certificate representing the Securities shall be endorsed with the following legends, in addition to any other legend required to be placed thereon by applicable federal or state securities laws:
|
10.
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The undersigned consents to the Company making a notation on its records or giving instructions to any transfer agent of the Company in order to implement the restrictions on transfer of the Securities set forth in this Section 2.
|
|
BRISSET BEER INTERNATIONAL, INC.
|
|
By: ___________________________
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Name: Stephane Pilon
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Title: President, CEO
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BRISSET BEER INTERNATIONAL, INC.
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By: ___________________________
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Name: Stephane Pilon
|
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Title: President, CEO
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BRISSET BEER INTERNATIONAL, INC.
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By: ___________________________
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Name: Stephane Pilon
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Title: President, CEO
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(1)
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one share of Common Stock (a “Purchased Share”);
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|
(2)
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one Class A Warrant, as further described in the Class A Warrant Agreement attached hereto as Exhibit A, entitling the undersigned to purchase one share of Common Stock at an exercise price of $0.35 per share, expiring on November 16, 2020 (a “Class A Warrant”); and
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(3)
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one Class B Warrant, as further described in the Class B Warrant Agreement attached hereto as Exhibit B, entitling the undersigned to purchase one share of Common Stock at an exercise price of $0.40 per share, expiring on November 16, 2020 (a “Class B Warrant”); and
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(4)
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one Class C Warrant, as further described in the Class C Warrant Agreement attached hereto as Exhibit C, entitling the undersigned to purchase one share of Common Stock at an exercise price of $0.45 per share, expiring on November 16, 2020 (a “Class C Warrant, and together with the Class A Warrant and Class B Warrant, the “Warrants”).
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(1)
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“Common Stock” means the common stock of the Company, par value $0.0001 per share.
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|
(2)
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“Securities” means the Purchased Shares, the Warrants and the Warrant Shares.
|
|
(3)
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“Warrant Shares” means the shares of Common Stock issuable upon due exercise of the Warrants.
|
|
(i)
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The undersigned realizes that the basis for the exemption may not be present if, notwithstanding such representations, the undersigned has in mind merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The undersigned does not have any such intention;
|
|
(ii)
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The undersigned has the financial ability to bear the economic risk of his investment, has adequate means for providing for his current needs and personal contingencies and has no need for liquidity with respect to his investment in the Company;
|
|
(iii)
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The undersigned has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in the Securities;
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(iv)
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The undersigned has been provided an opportunity for a reasonable period of time prior to the date hereof to obtain additional information concerning the offering of the Securities, the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense; and
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(v)
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The undersigned has carefully reviewed all of the Company’s filings under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
|
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BRISSET BEER INTERNATIONAL, INC.
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By: ___________________________
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Name: Stephane Pilon
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Title: President, CEO
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BRISSET BEER INTERNATIONAL, INC.
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By: ___________________________
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Name: Stephane Pilon
|
|
Title: President, CEO
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BRISSET BEER INTERNATIONAL, INC.
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By: ___________________________
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Name: Stephane Pilon
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Title: President, CEO
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