SHAREHOLDER REPRESENTATION LETTER
To: [RECIEPIENT]
I, [NAME] in connection with my purchase of a/an [N] interest in [N] common shares of the corporation named above, hereby make the following representations: A. I am a suitable purchaser of these shares under the California limited offering exemption because: 1. I am a director, officer or promoter of the corporation, or because I occupy a position with the corporation with duties and authority substantially similar to those of an executive officer of the corporation. 2. I have a pre-existing personal and/or business relationship with the corporation, or one or more of its directors, officers or controlling persons, consisting of personal or business contacts of a nature and duration which enables me to be aware of the character, business acumen and general business and financial circumstances of the person (including the corporation) with whom such relationship exists. 3. I have the capacity to protect my own interests in connection with my purchase of the above shares by reason of my own business and/or financial experience. 4. I meet one of the investment, net worth or individual income requirements provided for in Sections 260.102.13(e) and 260.102.13(g) of Title 10 of the California Administrative Code and I meet one of the additional requirements provided for in Sections 260.102.13(e)(1)-(3) of this Title. 5(a). I have the capacity to protect my own interests in connection with my purchase of the above shares by reason of the business and/or financial experience of [N] whom I have engaged and hereby designate as my professional advisor in connection with my purchase of the above shares. 5(b). REPRESENTATION OF PROFESSIONAL ADVISOR [N] hereby represents: (1) I have been engaged as the professional advisor of [N] and have provided him or her with investment advice in connection with the purchase of [N] common shares in [N]. (2) As a regular part of my business as a/an [N], I am customarily relied upon by others for investment recommendations or decisions and I am customarily compensated for such services, either specifically or by way of compensation for related professional services. (3) I am unaffiliated with and am not compensated by the
corporation or any affiliate or selling agent of the corporation, directly or indirectly. I do not have, nor will I have (a) a relationship of employment with the corporation, either as an employee, employer, independent contractor or principal; (b) the beneficial ownership of securities of the corporation, its affiliates or selling agents, in excess of 1% of the its securities; or (c) a relationship with the corporation such that I control, am controlled by, or am under common control with the corporation, and, more specifically, a relationship by which I possess, directly or indirectly, the power to direct, or cause the direction, of the management, policies or actions of the corporation. Dated: [DATE] ____________________________________ Professional Advisor
6. I am the spouse, relative, or relative of the spouse of another purchaser of shares and I have the same principal residence as this purchaser. B. I represent that I am purchasing these shares for investment for my own account and not with a view to, or for, sale in connection with any distribution of the shares. I understand that these shares have not been qualified or registered under any state or federal securities law and that they may not be transferred or otherwise disposed of without such qualification or registration pursuant to such laws or an opinion of legal counsel satisfactory to the corporation that such qualification or registration is not required. C. I have not received any advertisement or general solicitation with respect to the sale of the shares of the above named corporation. D. I represent that, before signing this document, I have been provided access to, or been given, all material facts relevant to the purchase of my shares, including all financial and written information about the corporation and the terms and conditions of the stock offering and that I have been given the opportunity to ask questions and receive answers concerning any additional terms and conditions of the tock offering or other information which I, or my professional advisor if I have designated one, felt necessary to protect my interests in connection with the stock purchase transaction.
Dated: [DATE]
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