Preview
FILED: NEW YORK COUNTY CLERK 02/25/2023 08:09 AM INDEX NO. 654992/2022
NYSCEF DOC. NO. 87 RECEIVED NYSCEF: 02/25/2023
Exhibit H
FILED: NEW YORK COUNTY CLERK 02/25/2023 08:09 AM INDEX NO. 654992/2022
NYSCEF DOC. NO. 87 RECEIVED NYSCEF: 02/25/2023
Claimants003830
Funding Trust Inflows
ARACAR
Canadian
Holdco RCI
and Subsidiaries
CrossTax RussellsCar
Origination/Loan
Documentation
Senior Lenders
Debt and Equity Pre Funding
Public Trust I
l
Funding Trust
Equity Investment
Equity Investors
Claimants003830
FILED: NEW YORK COUNTY CLERK 02/25/2023 08:09 AM INDEX NO. 654992/2022
NYSCEF DOC. NO. 87 RECEIVED NYSCEF: 02/25/2023
Funding Trust Claimants003831
Inflows/Outflows
US
Dividends and/or InvCo Investment into
Interest
#1 CN HoldCo
ARACAR Investment
into HoldCo
Canadian
Holdco
Dividends and/or
Interest
US
ARACAR
Investment into
Investment into
Funding Trust
InvCo
Canadian ARG Trust
#2
FinCo
RCI
and Subsidiaries
CrossTax RussellsCar
Dividends and/or Interest
Funding Trust
Investment
Claimants003831
FILED: NEW YORK COUNTY CLERK 02/25/2023 08:09 AM INDEX NO. 654992/2022
NYSCEF DOC. NO. 87 RECEIVED NYSCEF: 02/25/2023
Claimants003832
Argentina Real Sandra Russell
Asset partners Piedrabuena Abrams
LP
27,9% 28,7% 43,4% RCI and Subsidiaries
RCI
Sandra Russell
Sandra Russell
Piedrabuena Abrams
Piedrabuena Abrams
33.3% 33.3% 33.3%
5% 5% 90% Co Capital premiums Total
RC 7.560 65.326 72.886
Crosstax Russells car
XT 120 14.859 14.979
RCI 544 21.499 22.043
Claimants003832
FILED: NEW YORK COUNTY CLERK 02/25/2023 08:09 AM INDEX NO. 654992/2022
NYSCEF DOC. NO. 87 RECEIVED NYSCEF: 02/25/2023
Exhibit I
FILED: NEW YORK COUNTY CLERK 02/25/2023 08:09 AM INDEX NO. 654992/2022
NYSCEF DOC. NO. 87 RECEIVED NYSCEF: 02/25/2023
FILED: NEW YORK COUNTY CLERK 02/25/2023 08:09 AM INDEX NO. 654992/2022
NYSCEF DOC. NO. 87 RECEIVED NYSCEF: 02/25/2023
Exhibit J
FILED: NEW YORK COUNTY CLERK 02/25/2023 08:09 AM INDEX NO. 654992/2022
NYSCEF DOC. NO. 87 RECEIVED NYSCEF: 02/25/2023
January 25, 2021
To: Marcus Abrams
Marcus,
This documen t is to advise you that Aracar confirms you and the Trust entities controlled
by you own
6,500 AGH Shares as reflected on our share registry. The last sale price of shares
was in Aug 2019 with a
price of $1,000 per share. Further, there are approximated 66,000 shares outstandi
ng on a fully diluted
basis. While we have not prepared a valuation of the company, we estimate that
the fair value estimate
of the shares now is higher than the Aug 2019 sale price of $1,000.
Sincerely,
Matt
Matt Cevasco
Chief Operating Officer
Responde nts 000002
FILED: NEW YORK COUNTY CLERK 02/25/2023 08:09 AM INDEX NO. 654992/2022
NYSCEF DOC. NO. 87 RECEIVED NYSCEF: 02/25/2023
Exhibit K
FILED: NEW YORK COUNTY CLERK 02/25/2023 08:09 AM INDEX NO. 654992/2022
NYSCEF DOC. NO. 87 RECEIVED NYSCEF: 02/25/2023
From: Marc Abrams
Sent: Sunday, August 12, 2018 12:10 PM
To: Russell Abrams
Subject: Re: Board
No I don't. I purchased stock and under US secur
ities law it would be fraud to not issue equivalent
amounts to a an endea vor basing all its value on
that investment.
I received no found ers stock for any of the year
I worke d and built a team around a concept. You
board and advisors or highly reputa ble people had a
based on my involv emen t and 200k was invested
because of my involv emen t. also
Sent from my iPhone
On Aug 12, 2018, at 10:15 AM, Russell Abrams
wrote :
You conveniently forget about tbe stock you own in
aracar in addition to your
stock in russellcar
Get Outlook for Android
From: Marc Abrams
Sent: Sunday, August 12, 2018 10:54:09 AM
To: Russell Abrams
Subject: Re: Board
It's in Dropbox. I'm tired of these lies
Sent from my iPhone
> On Aug 12, 2018, at 9:04 AM, Russell Abrams
wrote :
>
> Please do not send any more emails of this nature
. Send me the presentation you are
referr ing to in your email
> Thanks
>
> Sent from my iPhone
>
Resp onde nts• Docu ment s 0075 51
FILED: NEW YORK COUNTY CLERK 02/25/2023 08:09 AM INDEX NO. 654992/2022
NYSCEF DOC. NO. 87 RECEIVED NYSCEF: 02/25/2023
» On Aug 11, 2018, at 8:32 PM, Marc Abrams
wrot e:
>>
>> I just saw a presentation wher e the boar
d was listed with out me. I wan t to make
clear that I have neve r agreed to step
down , nor woul d I. To be clear, I am a
the board and significant shareholder. mem ber of
>>
» Hopefully this clears up any confusion.
>>
» Sincerely,
>> Marc Abrams
>>
» Sent from my iPhone
Res pon den ts• Doc ume nts 007 552
FILED: NEW YORK COUNTY CLERK 02/25/2023 08:09 AM INDEX NO. 654992/2022
NYSCEF DOC. NO. 87 RECEIVED NYSCEF: 02/25/2023
Exhibit L
FILED: NEW YORK COUNTY CLERK 02/25/2023 08:09 AM INDEX NO. 654992/2022
NYSCEF DOC. NO. 87 RECEIVED NYSCEF: 02/25/2023
From: Marc Abrams
Sent: Thursday, August 30, 2018 11:26 AM
To: Russell Abrams
Subject: Re: crestline/ bass family
The stock was based on my investment and is diluted when I bring in investors. Therefore I get
compensation.
Sent from my iPhone
On Aug 30, 2018, at 10:07 AM, Russell Abrams wrote:
You own a ton of stock in aracar you will soon have the opportunity to monetize
this stock or you could make a private sale
Get Outlook for Android
From: Marc Abrams
Sent: Thursday, August 30, 2018 10:56:20 AM
To: Russell Abrams
Subject: Re: crestline/ bass family
So you want to miss out on this opportunity. You don't make any sense. I have no
problem not working with you, it's probably for the best but I need to support my family
and the bs that I failed is just bs. I deserve basic fairness. I'm not sure with the shit on
the internet and the current crazy environment whether anyone is giving me a shot
which is why I wanted to do Aracar for some time and create something I could launch
myself from. It's clear you don't give a shit about ever being there for me even when
I've always been there for you. live and learn I guess.
Sent from my iPhone
On Aug 30, 2018, at 9:17 AM, Russell Abrams wrote:
Marc
I will update you next week.
Respondents' Documents 007635
FILED: NEW YORK COUNTY CLERK 02/25/2023 08:09 AM INDEX NO. 654992/2022
NYSCEF DOC. NO. 87 RECEIVED NYSCEF: 02/25/2023
Exhibit M
FILED: NEW YORK COUNTY CLERK 02/25/2023 08:09 AM INDEX NO. 654992/2022
NYSCEF DOC. NO. 87 RECEIVED NYSCEF: 02/25/2023
russellcar Mail - Aracar shares 7/2/21, 10:45 AM
Gmail sandra piedrabuena
Aracar shares
7 messages
Russell Abrams Thu, May 16, 2019 at 10:35 AM
To: Marc Abrams
Cc: sandra piedrabuena
Here is the actual share certificate in landscape mode.
--Original Message-
From: Russell Abrams
Sent: Thursday, May 16, 2019 10:32 AM
To: Marc Abrams
Cc: sandra piedrabuena
Subject: RE: Options
Marc
Here is your share certificate showing you owning 6,500 shares which has been registered in Canada. The shares to
other investors were sold with a price of 1,000 dollars per share.
-Original Message--
From: Marc Abrams [mailto:marc@clearwaterh.com}
Sent: Thursday, May 16, 2019 10:20 AM
To: Russell Abrams
Subject: Re: Options
I don't know how many shares I own because you don't follow rules - based on the information available to me at this
time, my answer would be yes.
Sent from my iPhone
> On May 16, 2019, at 10:00 AM, Russell Abrams wrote:
>
> Please stop this garbage - a trial would ruin you forever - the insurance company will pay the settlement - I have
been asking you several times to provide a price so I could sell some of your common shares and you would receive
the proceeds now. You refuse to confinn in writing a price you would sell shares - the 60 million valuation is a price of
1,000 per share - I need to know if you agree to sell 2,000 shares which would net you 2 million dollars. Or if there is a
different number of shares you are willing or want to sell for this price.
>
> --Original Message-
> From: Marc Abrams [mailto:marc@clearwaterh.com]
> Sent: Thursday, May 16, 2019 8:24 AM
> To: Russell Abrams
> Subject: Re: Options
>
> I will be contacting Bursar on Friday to tell him I was extorted into making the deal and that your now saying you are
not paying me so I'm renouncing the agreement and he needs to tell Wigdor as I will be.
>
> Sent from my iPhone
>
» On May 16, 2019, at 7:52 AM, Russell Abrams wrote:
https://mail.google.com/mai l/u/0?ik=2fae417629&view= pt&search=•.. g-f%3A1633702960399056 877&simpl=msg-a%3Ar-163 2093449483504695 Page 1 of 3
Respondents' Documents 008607
FILED: NEW YORK COUNTY CLERK 02/25/2023 08:09 AM INDEX NO. 654992/2022
NYSCEF DOC. NO. 87 RECEIVED NYSCEF: 02/25/2023
russe'llcar Mail· - Aracar shares 7/2/21, 10:45 AM
>>
» There are two points you left off - your liabilities from the
» employment lawsuit against you that you created and I paid the full
>> amount You never give me a price to sell your shares - serious people
» are joining the company and we will have a series B round
>>
» Sent from my iPhone
>>
>» On May 16, 2019, at 6:53 AM, Marc Abrams wrote:
>>>
»> There is no option to allow the status quo.
>>>
>» These are the real options:
»> 1. Tell me the truth about what is going on and make a payment arrangement over time for my deferred money
and memorialize it and all investments in writing.
>>>
>>> 2. Pay me my deferred and send my documents for my holdings in Aracar and Russellcar.
>>>
»> 3. Arbitration-the Russellcar agreement provides for arbitration so I can initiate against both companies as well
as all board members and then hopefully the others will force you to do option 1 or 2.
>>>
»> I'm not having any tantrum or crazy, I have a family and need to protect them. This money is everything we have
and I'm not continuing in this state of sleepless panic nor or having a heart attack because I was too weak to take
back what is mine and protect my children.
>>>
»> Sent from my iPhone
iiii"i MA common shares.pdf
!CJ 211K
Marc Abrams Thu, May 16, 2019 at 10:53 AM
To: Russell Abrams
Cc: sandra piedrabuena
This is just amazing how incredibly sloppy you are with legal documents - the investment into Russellcar was from me,
and my children's trust as the terms sheet/contract indicated. There are significant tax issues created by what you've
done as I'm not sloppy and had already created a thoughtful estate plan for the investment ownership that must now
be re-thought out. What about Russellcar? Or is that now something I don't own now.
You need to wire the money from the deferred or enter into a legal agreement with a payout schedule and charging
significant interest or give Mike Brown access to the 18 account to manage the money while you finish your mortgage
or whatever excuse you have for keeping it in a place I can't manage it as I don't have the expertise so it sits in cash
eating away.
The time has come to simply resolve this in its entirety. I am not greedy and am not a fool - so be fair and I will be fair.
Sent from my iPhone
[Quoted text hidden]
>
Marc Abrams Thu, May 16, 2019 at 11:02 AM
To: Russell Abrams
Cc: sandra piedrabuena
Page 2 of 3
https://mail.google.co m/mail/u/0?ik=2fae41 7629&view=pt&searc h= ... g-f%3A16337029603 99056877&simpl=ms g-a%3Ar-163209344 9483504695
Responden ts' Documents 008608
FILED: NEW YORK COUNTY CLERK 02/25/2023 08:09 AM INDEX NO. 654992/2022
NYSCEF DOC. NO. 87 RECEIVED NYSCEF: 02/25/2023
russe'ilcar Mail' - Aracar shares 7/2/21, 10:45 AM
How many shares are outstanding on a fully diluted basis-
Sent from my iPhone
[Quoted te>ct hidden]
>
Russell Abrams Thu, May 16, 2019 at 11:13AM
To: Marc Abrams
Cc: sandra piedrabuena
64k
Sent from my iPhone
[Quoted text hidden]
Marc Abrams Thu, May 16, 2019 at 11:16 AM
To: Russell Abrams
Cc: sandra piedrabuena
Send me capital structure - is there preferred or anything on top- do you have any idea how people buy and sell things
- they need to know information that is so basic that hiding it just makes you look like crook
Sent from my iPhone
[Quoted text hidden]
Russell Abrams Thu, May 16, 2019 at 11:29 AM
To: Marc Abrams
Cc: sandra piedrabuena
Marc
There was 10 million preferred series A- there is 1.5 million we could sell in series A- these shares have dilution
benefits ifwe sell future rounds below the 1,000 share price and they also have veto rights on board resolutions that
do not have 80% of the shareholders agreeing to a resolution. It is all detailed in the documents.
[Quoted text hidden]
,.. AGH Corp. Articles.pdf
!Cl 366K
sandra piedrabuena Fri, Jul 2, 2021 at 10:44 AM
To: sandra piedrabuena
[Quoted te>ct hidden]
,-. MA common shares.pdf
!Cl 211K
https://mail.google.com/mail/u/O?ik=2fae417629&view=pt&search= ... g-f%3A1633702960399056877&simpl=msg-a%3Ar-1632093449483504695 Page 3 of 3
Respondents' Documents 008609
FILED: NEW YORK COUNTY CLERK 02/25/2023 08:09 AM INDEX NO. 654992/2022
NYSCEF DOC. NO. 87 RECEIVED NYSCEF: 02/25/2023
Exhibit N
FILED: NEW YORK COUNTY CLERK 02/25/2023 08:09 AM INDEX NO. 654992/2022
NYSCEF DOC. NO. 87 RECEIVED NYSCEF: 02/25/2023
A BRITISH COLUMBIA BUSINESS CORPORATIONS ACT COMPANY
CERTIFICATE NUMBER CLASS PAR VALUE DATE OF ISSUE NUMBER OF SHARES
AP-14 Class A Preferred Without December 17, 2018 2,000
TRANSFER OF THESE SHARES IS RESTRICTED
Respondents 000132
ARACAR GROUP HOLDINGS CORP.
THIS CERTIFIES THAT: M ___ _
~~. -t_~c,l\)
··c,~-
is the registered holder of the number and class of shares in the authorized share structure of the Company
described hereon, such shares being fully paid up and non-assessable and, subject to the Articles of the Company,
transferable by completion of a proper instrument of transfer and surrender of this certificate.
THERE ARE SPECIAL RIGHTS Al'\JD RFSIRICTIONS ATTACHED TO IN WITNESS WHEREOF, the Company has caused this
THESE SHARES, AND A COPY OF THE FULL TEXT THEREOF MAY BE
OBTAINED FROM TI-IE REGISTERED OR RECORDS omcE OF TI-IE
Certificate to be signed by its duly authorized officer(s),
COMPANY WITHOUT CHARGE. and, where required, to be sealed with its common seal, on
th~te of issue:
/ I .
./JI I
1
i t'
vTitle: Director / Officer
FILED: NEW YORK COUNTY CLERK 02/25/2023 08:09 AM INDEX NO. 654992/2022
NYSCEF DOC. NO. 87 RECEIVED NYSCEF: 02/25/2023
SHARE SUBSCR IPTION AGREEMENT
Share Subscrip tion Agreem ent dated 2018, between Aracar
Venture s, LLC (the
Group Holding s Corp. (the "Corporation") and Moore Strategic
"Subscriber").
RECITALS
The Corpora tion wishes to issue and the Subscrib er wishes to subscrib e for and
purchas e 2000 Class A preferre d shares (the "Class A Shares") of the Corpora tion
upon and subject to the terms and conditio ns containe d in this Agreeme nt.
In consider ation of the foregoin g and the mutual agreeme nts containe d in this
agree as
Agreem ent (the receipt· and adequac y of which are acknowl edged), the parties
follows.
Section 1 Defined Terms.
As used in this Agreem ent, the followin g terms have the followin g meaning s:
Agreement" means this share subscrip tion agreeme nt and the expressi on "Section"
11
followed by a number means and refers to the specified Section of this Agreeme nt.
"Applic able Securiti es Laws" means any and all securitie s laws includin g statutes,
rules, regulatio ns, by-laws, policies, guidelin es, orders, decision s, rulings and
awards, applicab le in the jurisdict ions in which the Purchas ed Shares will be
offered, sold and issued, includin g stock exchang e rules.
,
"Authorization" means, with respect to any Person, any order, permit, approval
waiver, licence or similar authoriz ation of any Governm ental Entity having
jurisdict ion over the Person.
"Govern mental Entity" means any (i) internati onal, multinat ional, national , federal,
provinci al, state, municip al, local or other governm ental or public departm ent,
central bank, court, commiss ion, board, bureau, agency or instrume ntality, domestic
or foreign, (ii) any subdivis ion or authorit y of any of the above, (iii) any quasi-
governm ental, or private body exercisin g any regulato ry, expropri ation or taxing
authorit y under or for the account of any of the above, and (iv) any stock exchange.
"Laws" means any and all applicab le laws includin g all statutes, codes, ordinanc es,
decrees, rules, regulatio ns, judicial or arbitral or adminis trative or minister ial or
departm ental or regulato ry judgmen ts, orders, decision s, rulings or awards, and
general principle s of common and civil law and equity, binding on or affecting the
Person referred to in the context in which the word is used.
"Lien" means any mortgag e, charge, pledge, hypothe cation, security interest,
assignm ent, lien (statutor y or otherwis e), charge, title retention agreeme nt or
arrangem ent, restrictiv e covenan t or other encumbr ance of any nature or any other
6975405 v1
Respondents 000133
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NYSCEF DOC. NO. 87 RECEIVED NYSCEF: 02/25/2023
-2-
arrangement or condition that, in substance, secures payment or performance of an
obligation.
"Person" means a natural person, partnership, limited partnership, limited liability
partnership, corporation, limited or unlimited liability corporation, joint stock
company, trust, unincorporate d association, joint venture or other entity or
Governmenta l Entity, and pronouns have a similarly extended meaning.
"Purchased Shares" has the meaning specified in Section 2.
"Regulation D" means Regulation D under the U.S. Securities Act;
"Regulation S" means Regulation Sunder the U.S. Securities Act; and
"U.S. Securities Act" means the United States Securities Act of 1933, as amended.
Section 2 Purchase and Sale.
(1) Subject to the terms of this Agreement, the Subscriber hereby agrees to subscribe for
and purchase from the Corporation, and the Corporation agrees to issue to the
Subscriber, 2000 Class A Shares of the Corporation (the "Purchased Shares") at a
price per Class A Share of U.S. $1,000.00 (the "Share Price").
(2) The aggregate purchase price of U.S. $2 Million (the "Purchase Price") shall be paid
by the Subscriber by certified cheque, bank draft or wire transfer of immediately
available funds to or to the order of the Corporation or as it may otherwise direct in
writing forthwith. Share certificate(s) representing the Purchased Shares registered
in the name of the Subscriber shall following payment be issued and promptly
delivered as the Subscriber directs.
Section 3 Subscriber's Representatio ns and Warranties.
The Subscriber represents and warrants as follows to the Corporation at the date of
this Agreement and acknowledges and confirms that the Corporation is relying on such
representation s and warranties in connection with the issuance by the Corporation of the
Purchased Shares:
(a) Incorporation and Qualification. The Subscriber is a corporation or other
person or entity created and existing under the laws of Delaware. The
Subscriber has the power to enter into and perform its obligations under this
Agreement;
(b) Authority. The execution and delivery of and performance by the Subscriber
of this Agreement have been authorized by all necessary action on the part of
the Subscriber;
(c) No Violation or Breach. The execution and delivery of and performance by
the Subscriber of this Agreement:
6975405v1
Respondents 000134
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-3-
(i) will not (or would not with the giving of notice, the lapse of time or
the happening of any other event or condition) result in a breach or
violation of or a conflict with, or allow any other Person to exercise
any rights under, any of the terms or provisions of the Subscriber's
constating documents or by-laws;
(ii) will not (or would not with the giving of notice, the lapse of time or
the happening of any other event or condition) result in a breach or
violation of or a conflict with, or allow any other Person to exercise
any rights under any material contracts or instruments to which the
Subscriber is a party or pursuant to which any of the Subscriber's
assets or property may be affected;
(iii) will not result in a breach of, or cause the termination or revocation
of, any Authorization held by the Subscriber or necessary to the
ownership of the Purchased Shares; and
(iv) will not result in the violation of any Law by the Subscriber;
(d) Execution and Binding Obligation. This Agreement has been duly executed
and delivered by the Subscriber and constitutes a legal, valid and binding
agreement of the Subscriber enforceable against it in accordance with its
terms, subject only to any limitation under applicable laws relating to (i)
bankruptcy, winding-up, insolvency, arrangement and other laws of general
application affecting the enforcement of creditors' rights, and (ii) the
discretion that a court may exercise in the granting of equitable remedies
such as specific performance and injunction;
(e) Securities Laws. The Subscriber is acquiring the Purchased Shares as
principal and not as agent. The Subscriber is a person described in paragraph
1.l(t) of the definition of "accredited investor" in Section 1.1 of National
Instrument 45-106 (and was not created, and is not used, solely to hold
securities as an accredited investor). If the Subscriber is an individual, it will
provide a signed risk acknowledgement form in the prescribed form; and
(f) Knowledge. The Subscriber has knowledge in financial and business affairs,
is capable of evaluating the merits and risks of an investment in the
Purchased Shares, and is able to bear the economic risk of such investment
even if the entire investment is lost.
(g) U.S. Securities Law Matters.
(i) The Subscriber is purchasing the Purchased Shares for its own
account or for the account of one or more persons for whom it is
exercising sole investment discretion, (a "Beneficial Purchaser"), and
it, and if applicable, each Beneficial Purchaser for whose account it is
purchasing the Subscription Receipts, is an "accredited investor'' that
6975405 v1
Respondents 000135
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NYSCEF DOC. NO. 87 RECEIVED NYSCEF: 02/25/2023
-4-
satisfies one or more criteria set forth in Rule 501(a) of Regulation D
(a "U.S. Accredited Investor").
(ii) The Subscriber is not purchasing the Purchased Shares as a result of
any "directed selling efforts" (as defined in Regulation Sunder the
U.S. Securities Act) and is not purchasing the Purchased Shares as a
result of any form of "general solicitation" or "general advertising"
(as those terms are used in Regulation D), including, without
limitation, advertisements, articles, notices or other communications
published in any newspaper, magazine or similar media or the
Internet or broadcast over radio, television, or the Internet or any
seminar or meeting whose attendees have been invited by general
solicitation or general advertising.
(iii) The Subscriber understands and acknowledges that the Purchased
Shares will be "restricted securities" within the meaning of Rule
144(a)(3) under the U.S. Securities Act and may be offered, sold,
pledged, or otherwise transferred, directly or indirectly, only (A) to
the Corporation, or (B) outside the United States to a Person who is
not a "U.S. person" (as defined in Rule 902 of Regulation S) in
accordance with an applicable exemption under the U.S. Securities
Act and in compliance with local laws and regulations.
(iv) The Subscriber understands and acknowledges that the Purchased
Shares have not been and will not be registered under the U.S.
Securities Act or the securities laws of any state, that the Purchased
Shares are being offered and sold to a limited number of U.S.
Accredited Investors in reliance on the registration exemption
provided by Rule 506(b) of Regulation D and similar registration
exemptions under applicable state securities or "blue sky" laws.
(v) The Subscriber acknowledges that it has been independently advised
as to, or acknowledges that it is aware, and understands that the
acquisition, holding and disposition of the Class A Shares may have
tax consequences under the laws of both the United States and
Canada, confirms that no representation has been made to it by or on
behalf of the Corporation with respect thereto, and acknowledges and
understands that it is its sole responsibility to determine and assess
such tax consequences as may apply to its particular circumstances.
(vi) The Subscriber represents and warrants that (a) the funds
representing the subscription price for the Purchased Shares which
will be advanced by it to the Corporation will not represent proceeds
of crime for the purposes of the United States Uniting and
Strengthening America by Providing Appropriate Tools Required to
Intercept and Obstruct Terrorism (USA PATRIOT) Act (the
"PATRIOT Act"), and it acknowledges that the Corporation may in
the future be required by law to disclose its name and other
6975405 v1
Respondents 000136
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-5-
information relating to the offering and its subscription hereunder, on
a confidential basis, pursuant to the PATRIOT Act, and (b) no portion
of the subscription price to be provided by it (i) has been or will be
derived from or related to any activity that is deemed criminal under
the laws of the United States of America or any other jurisdiction, or
(ii) is being tendered on behalf of a person or entity that has not been
identified to or by it, and it shall promptly notify the Corporation if it
discovers that any of such representations ceases to be b:ue and
provide the Corporation with appropriate information in connection
therewith.
(vii) The Subscriber understands and acknowledges that upon the original
issuance thereof, and until such time as the same is no longer
required under applicable requirements of the U.S. Securities Act or
applicable state securities laws, certificates representing the
Purchased Shares and all certificates issued in exchange therefore or
in substitution thereof, will bear the following legends:
"THE OFFER AND SALE OF SECURITIES REPRESENTED
HEREBY AND THE SECURITIES ISSUABLE UPON
CONVERSION THEREOF HAVE NOT BEEN AND WILL
NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "U.S.
SECURITIES ACT") OR ANY STATE SECURITIES LAWS,
AND THE SECURITIES REPRESENTED HEREBY AND
THE SECURITIES ISSUABLE UPON CONVERSION
THEREOF MAY BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED ONLY (A) TO THE
CORPORATION, OR (B) OUTSIDE THE UNITED ST ATES
TO A PERSON WHO IS NOT A "U.S. PERSON" (AS
DEFINED BY REGULATION S UNDER THE U.S.
SECURITIES ACT) IN ACCORDANCE WITH AN
APPLICABLE EXEMPTION UNDER THE U.S.
SECURITIES ACT AND IN COMPLIANCE WITH LOCAL
LAWS AND REGULATIONS. DELIVERY OF THIS
CERTIFICATE MAY NOT CONSTITUTE 'GOOD
DELIVERY' IN SETTLEMENT OF TRANSACTIONS ON
STOCK EXCHANGES IN CANADA."
(viii) The Subscriber consents to the Corporation making a notation on its
records or giving instruction to the registrar and transfer agent of the
Corporation in order to implement the restrictions on transfer and
exercise with respect to the Class A Shares set forth and described
herein.
(ix) The Subscriber undertakes to notify the Corporation immediately of
any change in any representation, warranty or other information
6975405 v1
Respondents 000137
FILED: NEW YORK COUNTY CLERK 02/25/2023 08:09 AM INDEX NO. 654992/2022
NYSCEF DOC. NO. 87 RECEIVED NYSCEF: 02/25/2023
-6-
relating to the Subscriber which takes place prior to the issuance of
the Purchased Shares.
Section4 Survival of Covenants, Representations and Warranties.
(1) The covenants, representations and warranties of the Corporation contained in this
Agreement and in any certificates or documents delivered pursuant to or in
connection with the transactions contemplated by this Agreement shall survive the
closing of the purchase and sale of the Purchased Shares and, notwithstanding such
closing, and regardless of any investigation by or on behalf of the Subscriber, shall
continue in full force and effect for the benefit of the Subscriber without limitation of
time, subject only to applicable limitation periods imposed by Law.
(2) The covenants, representations and warranties of the Subscriber contained in this
Agreement and in any certificates or documents delivered pursuant to or in
connection with the transactions contemplated by this Agreement shall survive the
closing of the purchase and sale of the Purchased Shares and, notwithstanding such
closing, and regardless of any investigation by or on behalf of the Corporation, shall
continue in full force and effect for the benefit of the Corporation without limitation
Preview
FILED: NEW YORK COUNTY CLERK 02/25/2023 08:09 AM INDEX NO. 654992/2022 NYSCEF DOC. NO. 87 RECEIVED NYSCEF: 02/25/2023 Exhibit H FILED: NEW YORK COUNTY CLERK 02/25/2023 08:09 AM INDEX NO. 654992/2022 NYSCEF DOC. NO. 87 RECEIVED NYSCEF: 02/25/2023 Claimants003830 Funding Trust Inflows ARACAR Canadian Holdco RCI and Subsidiaries CrossTax RussellsCar Origination/Loan Documentation Senior Lenders Debt and Equity Pre Funding Public Trust I l Funding Trust Equity Investment Equity Investors Claimants003830 FILED: NEW YORK COUNTY CLERK 02/25/2023 08:09 AM INDEX NO. 654992/2022 NYSCEF DOC. NO. 87 RECEIVED NYSCEF: 02/25/2023 Funding Trust Claimants003831 Inflows/Outflows US Dividends and/or InvCo Investment into Interest #1 CN HoldCo ARACAR Investment into HoldCo Canadian Holdco Dividends and/or Interest US ARACAR Investment into Investment into Funding Trust InvCo Canadian ARG Trust #2 FinCo RCI and Subsidiaries CrossTax RussellsCar Dividends and/or Interest Funding Trust Investment Claimants003831 FILED: NEW YORK COUNTY CLERK 02/25/2023 08:09 AM INDEX NO. 654992/2022 NYSCEF DOC. NO. 87 RECEIVED NYSCEF: 02/25/2023 Claimants003832 Argentina Real Sandra Russell Asset partners Piedrabuena Abrams LP 27,9% 28,7% 43,4% RCI and Subsidiaries RCI Sandra Russell Sandra Russell Piedrabuena Abrams Piedrabuena Abrams 33.3% 33.3% 33.3% 5% 5% 90% Co Capital premiums Total RC 7.560 65.326 72.886 Crosstax Russells car XT 120 14.859 14.979 RCI 544 21.499 22.043 Claimants003832 FILED: NEW YORK COUNTY CLERK 02/25/2023 08:09 AM INDEX NO. 654992/2022 NYSCEF DOC. NO. 87 RECEIVED NYSCEF: 02/25/2023 Exhibit I FILED: NEW YORK COUNTY CLERK 02/25/2023 08:09 AM INDEX NO. 654992/2022 NYSCEF DOC. NO. 87 RECEIVED NYSCEF: 02/25/2023 FILED: NEW YORK COUNTY CLERK 02/25/2023 08:09 AM INDEX NO. 654992/2022 NYSCEF DOC. NO. 87 RECEIVED NYSCEF: 02/25/2023 Exhibit J FILED: NEW YORK COUNTY CLERK 02/25/2023 08:09 AM INDEX NO. 654992/2022 NYSCEF DOC. NO. 87 RECEIVED NYSCEF: 02/25/2023 January 25, 2021 To: Marcus Abrams Marcus, This documen t is to advise you that Aracar confirms you and the Trust entities controlled by you own 6,500 AGH Shares as reflected on our share registry. The last sale price of shares was in Aug 2019 with a price of $1,000 per share. Further, there are approximated 66,000 shares outstandi ng on a fully diluted basis. While we have not prepared a valuation of the company, we estimate that the fair value estimate of the shares now is higher than the Aug 2019 sale price of $1,000. Sincerely, Matt Matt Cevasco Chief Operating Officer Responde nts 000002 FILED: NEW YORK COUNTY CLERK 02/25/2023 08:09 AM INDEX NO. 654992/2022 NYSCEF DOC. NO. 87 RECEIVED NYSCEF: 02/25/2023 Exhibit K FILED: NEW YORK COUNTY CLERK 02/25/2023 08:09 AM INDEX NO. 654992/2022 NYSCEF DOC. NO. 87 RECEIVED NYSCEF: 02/25/2023 From: Marc Abrams Sent: Sunday, August 12, 2018 12:10 PM To: Russell Abrams Subject: Re: Board No I don't. I purchased stock and under US secur ities law it would be fraud to not issue equivalent amounts to a an endea vor basing all its value on that investment. I received no found ers stock for any of the year I worke d and built a team around a concept. You board and advisors or highly reputa ble people had a based on my involv emen t and 200k was invested because of my involv emen t. also Sent from my iPhone On Aug 12, 2018, at 10:15 AM, Russell Abrams wrote : You conveniently forget about tbe stock you own in aracar in addition to your stock in russellcar Get Outlook for Android From: Marc Abrams Sent: Sunday, August 12, 2018 10:54:09 AM To: Russell Abrams Subject: Re: Board It's in Dropbox. I'm tired of these lies Sent from my iPhone > On Aug 12, 2018, at 9:04 AM, Russell Abrams wrote : > > Please do not send any more emails of this nature . Send me the presentation you are referr ing to in your email > Thanks > > Sent from my iPhone > Resp onde nts• Docu ment s 0075 51 FILED: NEW YORK COUNTY CLERK 02/25/2023 08:09 AM INDEX NO. 654992/2022 NYSCEF DOC. NO. 87 RECEIVED NYSCEF: 02/25/2023 » On Aug 11, 2018, at 8:32 PM, Marc Abrams wrot e: >> >> I just saw a presentation wher e the boar d was listed with out me. I wan t to make clear that I have neve r agreed to step down , nor woul d I. To be clear, I am a the board and significant shareholder. mem ber of >> » Hopefully this clears up any confusion. >> » Sincerely, >> Marc Abrams >> » Sent from my iPhone Res pon den ts• Doc ume nts 007 552 FILED: NEW YORK COUNTY CLERK 02/25/2023 08:09 AM INDEX NO. 654992/2022 NYSCEF DOC. NO. 87 RECEIVED NYSCEF: 02/25/2023 Exhibit L FILED: NEW YORK COUNTY CLERK 02/25/2023 08:09 AM INDEX NO. 654992/2022 NYSCEF DOC. NO. 87 RECEIVED NYSCEF: 02/25/2023 From: Marc Abrams Sent: Thursday, August 30, 2018 11:26 AM To: Russell Abrams Subject: Re: crestline/ bass family The stock was based on my investment and is diluted when I bring in investors. Therefore I get compensation. Sent from my iPhone On Aug 30, 2018, at 10:07 AM, Russell Abrams wrote: You own a ton of stock in aracar you will soon have the opportunity to monetize this stock or you could make a private sale Get Outlook for Android From: Marc Abrams Sent: Thursday, August 30, 2018 10:56:20 AM To: Russell Abrams Subject: Re: crestline/ bass family So you want to miss out on this opportunity. You don't make any sense. I have no problem not working with you, it's probably for the best but I need to support my family and the bs that I failed is just bs. I deserve basic fairness. I'm not sure with the shit on the internet and the current crazy environment whether anyone is giving me a shot which is why I wanted to do Aracar for some time and create something I could launch myself from. It's clear you don't give a shit about ever being there for me even when I've always been there for you. live and learn I guess. Sent from my iPhone On Aug 30, 2018, at 9:17 AM, Russell Abrams wrote: Marc I will update you next week. Respondents' Documents 007635 FILED: NEW YORK COUNTY CLERK 02/25/2023 08:09 AM INDEX NO. 654992/2022 NYSCEF DOC. NO. 87 RECEIVED NYSCEF: 02/25/2023 Exhibit M FILED: NEW YORK COUNTY CLERK 02/25/2023 08:09 AM INDEX NO. 654992/2022 NYSCEF DOC. NO. 87 RECEIVED NYSCEF: 02/25/2023 russellcar Mail - Aracar shares 7/2/21, 10:45 AM Gmail sandra piedrabuena Aracar shares 7 messages Russell Abrams Thu, May 16, 2019 at 10:35 AM To: Marc Abrams Cc: sandra piedrabuena Here is the actual share certificate in landscape mode. --Original Message- From: Russell Abrams Sent: Thursday, May 16, 2019 10:32 AM To: Marc Abrams Cc: sandra piedrabuena Subject: RE: Options Marc Here is your share certificate showing you owning 6,500 shares which has been registered in Canada. The shares to other investors were sold with a price of 1,000 dollars per share. -Original Message-- From: Marc Abrams [mailto:marc@clearwaterh.com} Sent: Thursday, May 16, 2019 10:20 AM To: Russell Abrams Subject: Re: Options I don't know how many shares I own because you don't follow rules - based on the information available to me at this time, my answer would be yes. Sent from my iPhone > On May 16, 2019, at 10:00 AM, Russell Abrams wrote: > > Please stop this garbage - a trial would ruin you forever - the insurance company will pay the settlement - I have been asking you several times to provide a price so I could sell some of your common shares and you would receive the proceeds now. You refuse to confinn in writing a price you would sell shares - the 60 million valuation is a price of 1,000 per share - I need to know if you agree to sell 2,000 shares which would net you 2 million dollars. Or if there is a different number of shares you are willing or want to sell for this price. > > --Original Message- > From: Marc Abrams [mailto:marc@clearwaterh.com] > Sent: Thursday, May 16, 2019 8:24 AM > To: Russell Abrams > Subject: Re: Options > > I will be contacting Bursar on Friday to tell him I was extorted into making the deal and that your now saying you are not paying me so I'm renouncing the agreement and he needs to tell Wigdor as I will be. > > Sent from my iPhone > » On May 16, 2019, at 7:52 AM, Russell Abrams wrote: https://mail.google.com/mai l/u/0?ik=2fae417629&view= pt&search=•.. g-f%3A1633702960399056 877&simpl=msg-a%3Ar-163 2093449483504695 Page 1 of 3 Respondents' Documents 008607 FILED: NEW YORK COUNTY CLERK 02/25/2023 08:09 AM INDEX NO. 654992/2022 NYSCEF DOC. NO. 87 RECEIVED NYSCEF: 02/25/2023 russe'llcar Mail· - Aracar shares 7/2/21, 10:45 AM >> » There are two points you left off - your liabilities from the » employment lawsuit against you that you created and I paid the full >> amount You never give me a price to sell your shares - serious people » are joining the company and we will have a series B round >> » Sent from my iPhone >> >» On May 16, 2019, at 6:53 AM, Marc Abrams wrote: >>> »> There is no option to allow the status quo. >>> >» These are the real options: »> 1. Tell me the truth about what is going on and make a payment arrangement over time for my deferred money and memorialize it and all investments in writing. >>> >>> 2. Pay me my deferred and send my documents for my holdings in Aracar and Russellcar. >>> »> 3. Arbitration-the Russellcar agreement provides for arbitration so I can initiate against both companies as well as all board members and then hopefully the others will force you to do option 1 or 2. >>> »> I'm not having any tantrum or crazy, I have a family and need to protect them. This money is everything we have and I'm not continuing in this state of sleepless panic nor or having a heart attack because I was too weak to take back what is mine and protect my children. >>> »> Sent from my iPhone iiii"i MA common shares.pdf !CJ 211K Marc Abrams Thu, May 16, 2019 at 10:53 AM To: Russell Abrams Cc: sandra piedrabuena This is just amazing how incredibly sloppy you are with legal documents - the investment into Russellcar was from me, and my children's trust as the terms sheet/contract indicated. There are significant tax issues created by what you've done as I'm not sloppy and had already created a thoughtful estate plan for the investment ownership that must now be re-thought out. What about Russellcar? Or is that now something I don't own now. You need to wire the money from the deferred or enter into a legal agreement with a payout schedule and charging significant interest or give Mike Brown access to the 18 account to manage the money while you finish your mortgage or whatever excuse you have for keeping it in a place I can't manage it as I don't have the expertise so it sits in cash eating away. The time has come to simply resolve this in its entirety. I am not greedy and am not a fool - so be fair and I will be fair. Sent from my iPhone [Quoted text hidden] > Marc Abrams Thu, May 16, 2019 at 11:02 AM To: Russell Abrams Cc: sandra piedrabuena Page 2 of 3 https://mail.google.co m/mail/u/0?ik=2fae41 7629&view=pt&searc h= ... g-f%3A16337029603 99056877&simpl=ms g-a%3Ar-163209344 9483504695 Responden ts' Documents 008608 FILED: NEW YORK COUNTY CLERK 02/25/2023 08:09 AM INDEX NO. 654992/2022 NYSCEF DOC. NO. 87 RECEIVED NYSCEF: 02/25/2023 russe'ilcar Mail' - Aracar shares 7/2/21, 10:45 AM How many shares are outstanding on a fully diluted basis- Sent from my iPhone [Quoted te>ct hidden] > Russell Abrams Thu, May 16, 2019 at 11:13AM To: Marc Abrams Cc: sandra piedrabuena 64k Sent from my iPhone [Quoted text hidden] Marc Abrams Thu, May 16, 2019 at 11:16 AM To: Russell Abrams Cc: sandra piedrabuena Send me capital structure - is there preferred or anything on top- do you have any idea how people buy and sell things - they need to know information that is so basic that hiding it just makes you look like crook Sent from my iPhone [Quoted text hidden] Russell Abrams Thu, May 16, 2019 at 11:29 AM To: Marc Abrams Cc: sandra piedrabuena Marc There was 10 million preferred series A- there is 1.5 million we could sell in series A- these shares have dilution benefits ifwe sell future rounds below the 1,000 share price and they also have veto rights on board resolutions that do not have 80% of the shareholders agreeing to a resolution. It is all detailed in the documents. [Quoted text hidden] ,.. AGH Corp. Articles.pdf !Cl 366K sandra piedrabuena Fri, Jul 2, 2021 at 10:44 AM To: sandra piedrabuena [Quoted te>ct hidden] ,-. MA common shares.pdf !Cl 211K https://mail.google.com/mail/u/O?ik=2fae417629&view=pt&search= ... g-f%3A1633702960399056877&simpl=msg-a%3Ar-1632093449483504695 Page 3 of 3 Respondents' Documents 008609 FILED: NEW YORK COUNTY CLERK 02/25/2023 08:09 AM INDEX NO. 654992/2022 NYSCEF DOC. NO. 87 RECEIVED NYSCEF: 02/25/2023 Exhibit N FILED: NEW YORK COUNTY CLERK 02/25/2023 08:09 AM INDEX NO. 654992/2022 NYSCEF DOC. NO. 87 RECEIVED NYSCEF: 02/25/2023 A BRITISH COLUMBIA BUSINESS CORPORATIONS ACT COMPANY CERTIFICATE NUMBER CLASS PAR VALUE DATE OF ISSUE NUMBER OF SHARES AP-14 Class A Preferred Without December 17, 2018 2,000 TRANSFER OF THESE SHARES IS RESTRICTED Respondents 000132 ARACAR GROUP HOLDINGS CORP. THIS CERTIFIES THAT: M ___ _ ~~. -t_~c,l\) ··c,~- is the registered holder of the number and class of shares in the authorized share structure of the Company described hereon, such shares being fully paid up and non-assessable and, subject to the Articles of the Company, transferable by completion of a proper instrument of transfer and surrender of this certificate. THERE ARE SPECIAL RIGHTS Al'\JD RFSIRICTIONS ATTACHED TO IN WITNESS WHEREOF, the Company has caused this THESE SHARES, AND A COPY OF THE FULL TEXT THEREOF MAY BE OBTAINED FROM TI-IE REGISTERED OR RECORDS omcE OF TI-IE Certificate to be signed by its duly authorized officer(s), COMPANY WITHOUT CHARGE. and, where required, to be sealed with its common seal, on th~te of issue: / I . ./JI I 1 i t' vTitle: Director / Officer FILED: NEW YORK COUNTY CLERK 02/25/2023 08:09 AM INDEX NO. 654992/2022 NYSCEF DOC. NO. 87 RECEIVED NYSCEF: 02/25/2023 SHARE SUBSCR IPTION AGREEMENT Share Subscrip tion Agreem ent dated 2018, between Aracar Venture s, LLC (the Group Holding s Corp. (the "Corporation") and Moore Strategic "Subscriber"). RECITALS The Corpora tion wishes to issue and the Subscrib er wishes to subscrib e for and purchas e 2000 Class A preferre d shares (the "Class A Shares") of the Corpora tion upon and subject to the terms and conditio ns containe d in this Agreeme nt. In consider ation of the foregoin g and the mutual agreeme nts containe d in this agree as Agreem ent (the receipt· and adequac y of which are acknowl edged), the parties follows. Section 1 Defined Terms. As used in this Agreem ent, the followin g terms have the followin g meaning s: Agreement" means this share subscrip tion agreeme nt and the expressi on "Section" 11 followed by a number means and refers to the specified Section of this Agreeme nt. "Applic able Securiti es Laws" means any and all securitie s laws includin g statutes, rules, regulatio ns, by-laws, policies, guidelin es, orders, decision s, rulings and awards, applicab le in the jurisdict ions in which the Purchas ed Shares will be offered, sold and issued, includin g stock exchang e rules. , "Authorization" means, with respect to any Person, any order, permit, approval waiver, licence or similar authoriz ation of any Governm ental Entity having jurisdict ion over the Person. "Govern mental Entity" means any (i) internati onal, multinat ional, national , federal, provinci al, state, municip al, local or other governm ental or public departm ent, central bank, court, commiss ion, board, bureau, agency or instrume ntality, domestic or foreign, (ii) any subdivis ion or authorit y of any of the above, (iii) any quasi- governm ental, or private body exercisin g any regulato ry, expropri ation or taxing authorit y under or for the account of any of the above, and (iv) any stock exchange. "Laws" means any and all applicab le laws includin g all statutes, codes, ordinanc es, decrees, rules, regulatio ns, judicial or arbitral or adminis trative or minister ial or departm ental or regulato ry judgmen ts, orders, decision s, rulings or awards, and general principle s of common and civil law and equity, binding on or affecting the Person referred to in the context in which the word is used. "Lien" means any mortgag e, charge, pledge, hypothe cation, security interest, assignm ent, lien (statutor y or otherwis e), charge, title retention agreeme nt or arrangem ent, restrictiv e covenan t or other encumbr ance of any nature or any other 6975405 v1 Respondents 000133 FILED: NEW YORK COUNTY CLERK 02/25/2023 08:09 AM INDEX NO. 654992/2022 NYSCEF DOC. NO. 87 RECEIVED NYSCEF: 02/25/2023 -2- arrangement or condition that, in substance, secures payment or performance of an obligation. "Person" means a natural person, partnership, limited partnership, limited liability partnership, corporation, limited or unlimited liability corporation, joint stock company, trust, unincorporate d association, joint venture or other entity or Governmenta l Entity, and pronouns have a similarly extended meaning. "Purchased Shares" has the meaning specified in Section 2. "Regulation D" means Regulation D under the U.S. Securities Act; "Regulation S" means Regulation Sunder the U.S. Securities Act; and "U.S. Securities Act" means the United States Securities Act of 1933, as amended. Section 2 Purchase and Sale. (1) Subject to the terms of this Agreement, the Subscriber hereby agrees to subscribe for and purchase from the Corporation, and the Corporation agrees to issue to the Subscriber, 2000 Class A Shares of the Corporation (the "Purchased Shares") at a price per Class A Share of U.S. $1,000.00 (the "Share Price"). (2) The aggregate purchase price of U.S. $2 Million (the "Purchase Price") shall be paid by the Subscriber by certified cheque, bank draft or wire transfer of immediately available funds to or to the order of the Corporation or as it may otherwise direct in writing forthwith. Share certificate(s) representing the Purchased Shares registered in the name of the Subscriber shall following payment be issued and promptly delivered as the Subscriber directs. Section 3 Subscriber's Representatio ns and Warranties. The Subscriber represents and warrants as follows to the Corporation at the date of this Agreement and acknowledges and confirms that the Corporation is relying on such representation s and warranties in connection with the issuance by the Corporation of the Purchased Shares: (a) Incorporation and Qualification. The Subscriber is a corporation or other person or entity created and existing under the laws of Delaware. The Subscriber has the power to enter into and perform its obligations under this Agreement; (b) Authority. The execution and delivery of and performance by the Subscriber of this Agreement have been authorized by all necessary action on the part of the Subscriber; (c) No Violation or Breach. The execution and delivery of and performance by the Subscriber of this Agreement: 6975405v1 Respondents 000134 FILED: NEW YORK COUNTY CLERK 02/25/2023 08:09 AM INDEX NO. 654992/2022 NYSCEF DOC. NO. 87 RECEIVED NYSCEF: 02/25/2023 -3- (i) will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition) result in a breach or violation of or a conflict with, or allow any other Person to exercise any rights under, any of the terms or provisions of the Subscriber's constating documents or by-laws; (ii) will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition) result in a breach or violation of or a conflict with, or allow any other Person to exercise any rights under any material contracts or instruments to which the Subscriber is a party or pursuant to which any of the Subscriber's assets or property may be affected; (iii) will not result in a breach of, or cause the termination or revocation of, any Authorization held by the Subscriber or necessary to the ownership of the Purchased Shares; and (iv) will not result in the violation of any Law by the Subscriber; (d) Execution and Binding Obligation. This Agreement has been duly executed and delivered by the Subscriber and constitutes a legal, valid and binding agreement of the Subscriber enforceable against it in accordance with its terms, subject only to any limitation under applicable laws relating to (i) bankruptcy, winding-up, insolvency, arrangement and other laws of general application affecting the enforcement of creditors' rights, and (ii) the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction; (e) Securities Laws. The Subscriber is acquiring the Purchased Shares as principal and not as agent. The Subscriber is a person described in paragraph 1.l(t) of the definition of "accredited investor" in Section 1.1 of National Instrument 45-106 (and was not created, and is not used, solely to hold securities as an accredited investor). If the Subscriber is an individual, it will provide a signed risk acknowledgement form in the prescribed form; and (f) Knowledge. The Subscriber has knowledge in financial and business affairs, is capable of evaluating the merits and risks of an investment in the Purchased Shares, and is able to bear the economic risk of such investment even if the entire investment is lost. (g) U.S. Securities Law Matters. (i) The Subscriber is purchasing the Purchased Shares for its own account or for the account of one or more persons for whom it is exercising sole investment discretion, (a "Beneficial Purchaser"), and it, and if applicable, each Beneficial Purchaser for whose account it is purchasing the Subscription Receipts, is an "accredited investor'' that 6975405 v1 Respondents 000135 FILED: NEW YORK COUNTY CLERK 02/25/2023 08:09 AM INDEX NO. 654992/2022 NYSCEF DOC. NO. 87 RECEIVED NYSCEF: 02/25/2023 -4- satisfies one or more criteria set forth in Rule 501(a) of Regulation D (a "U.S. Accredited Investor"). (ii) The Subscriber is not purchasing the Purchased Shares as a result of any "directed selling efforts" (as defined in Regulation Sunder the U.S. Securities Act) and is not purchasing the Purchased Shares as a result of any form of "general solicitation" or "general advertising" (as those terms are used in Regulation D), including, without limitation, advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or the Internet or broadcast over radio, television, or the Internet or any seminar or meeting whose attendees have been invited by general solicitation or general advertising. (iii) The Subscriber understands and acknowledges that the Purchased Shares will be "restricted securities" within the meaning of Rule 144(a)(3) under the U.S. Securities Act and may be offered, sold, pledged, or otherwise transferred, directly or indirectly, only (A) to the Corporation, or (B) outside the United States to a Person who is not a "U.S. person" (as defined in Rule 902 of Regulation S) in accordance with an applicable exemption under the U.S. Securities Act and in compliance with local laws and regulations. (iv) The Subscriber understands and acknowledges that the Purchased Shares have not been and will not be registered under the U.S. Securities Act or the securities laws of any state, that the Purchased Shares are being offered and sold to a limited number of U.S. Accredited Investors in reliance on the registration exemption provided by Rule 506(b) of Regulation D and similar registration exemptions under applicable state securities or "blue sky" laws. (v) The Subscriber acknowledges that it has been independently advised as to, or acknowledges that it is aware, and understands that the acquisition, holding and disposition of the Class A Shares may have tax consequences under the laws of both the United States and Canada, confirms that no representation has been made to it by or on behalf of the Corporation with respect thereto, and acknowledges and understands that it is its sole responsibility to determine and assess such tax consequences as may apply to its particular circumstances. (vi) The Subscriber represents and warrants that (a) the funds representing the subscription price for the Purchased Shares which will be advanced by it to the Corporation will not represent proceeds of crime for the purposes of the United States Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act (the "PATRIOT Act"), and it acknowledges that the Corporation may in the future be required by law to disclose its name and other 6975405 v1 Respondents 000136 FILED: NEW YORK COUNTY CLERK 02/25/2023 08:09 AM INDEX NO. 654992/2022 NYSCEF DOC. NO. 87 RECEIVED NYSCEF: 02/25/2023 -5- information relating to the offering and its subscription hereunder, on a confidential basis, pursuant to the PATRIOT Act, and (b) no portion of the subscription price to be provided by it (i) has been or will be derived from or related to any activity that is deemed criminal under the laws of the United States of America or any other jurisdiction, or (ii) is being tendered on behalf of a person or entity that has not been identified to or by it, and it shall promptly notify the Corporation if it discovers that any of such representations ceases to be b:ue and provide the Corporation with appropriate information in connection therewith. (vii) The Subscriber understands and acknowledges that upon the original issuance thereof, and until such time as the same is no longer required under applicable requirements of the U.S. Securities Act or applicable state securities laws, certificates representing the Purchased Shares and all certificates issued in exchange therefore or in substitution thereof, will bear the following legends: "THE OFFER AND SALE OF SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON CONVERSION THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT") OR ANY STATE SECURITIES LAWS, AND THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON CONVERSION THEREOF MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, OR (B) OUTSIDE THE UNITED ST ATES TO A PERSON WHO IS NOT A "U.S. PERSON" (AS DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT) IN ACCORDANCE WITH AN APPLICABLE EXEMPTION UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH LOCAL LAWS AND REGULATIONS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE 'GOOD DELIVERY' IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA." (viii) The Subscriber consents to the Corporation making a notation on its records or giving instruction to the registrar and transfer agent of the Corporation in order to implement the restrictions on transfer and exercise with respect to the Class A Shares set forth and described herein. (ix) The Subscriber undertakes to notify the Corporation immediately of any change in any representation, warranty or other information 6975405 v1 Respondents 000137 FILED: NEW YORK COUNTY CLERK 02/25/2023 08:09 AM INDEX NO. 654992/2022 NYSCEF DOC. NO. 87 RECEIVED NYSCEF: 02/25/2023 -6- relating to the Subscriber which takes place prior to the issuance of the Purchased Shares. Section4 Survival of Covenants, Representations and Warranties. (1) The covenants, representations and warranties of the Corporation contained in this Agreement and in any certificates or documents delivered pursuant to or in connection with the transactions contemplated by this Agreement shall survive the closing of the purchase and sale of the Purchased Shares and, notwithstanding such closing, and regardless of any investigation by or on behalf of the Subscriber, shall continue in full force and effect for the benefit of the Subscriber without limitation of time, subject only to applicable limitation periods imposed by Law. (2) The covenants, representations and warranties of the Subscriber contained in this Agreement and in any certificates or documents delivered pursuant to or in connection with the transactions contemplated by this Agreement shall survive the closing of the purchase and sale of the Purchased Shares and, notwithstanding such closing, and regardless of any investigation by or on behalf of the Corporation, shall continue in full force and effect for the benefit of the Corporation without limitation