Unaccredited Investor Rep

To:P&P Ventures Inc. (“Pubco”)
Re:Merger Agreement, dated March 28, 2019 (as amended, the “Merger Agreement”), by and among Pubco, ManifestSeven, Inc. and MJIC, Inc. (“MJIC”)

Pubco will, upon the completion of its acquisition of MJIC by way of the triangular merger transaction (the “Merger”) contemplated by the Merger Agreement, be known as ManifestSeven Holdings Corporation (the “Resulting Issuer”). 

Capitalized terms not specifically defined in this Representation Letter have the respective meanings ascribed to them in the Merger Agreement.  In the event of a conflict between the terms of this Representation Letter and the Merger Agreement, the terms of this Representation Letter shall prevail.

This Representation Letter is to be executed and delivered by each holder of MJIC Securities who is, or is acting for the account or benefit of, a U.S. Person or a person within the United States (each, an “MJIC U.S. Securityholder”).

In addition to the covenants, representations and warranties contained in the Merger Agreement, the undersigned holder of MJIC Securities covenants, represents and warrants to Pubco that:

    1. (a) It has full right, power and authority to deliver its MJIC Securities and this Representation Letter. 
    2. (b) The delivery of its MJIC Securities and the Representation Letter will not violate or be in conflict with, result in a breach of or constitute a default under, any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other agreement or instrument to which the MJIC U.S. Securityholder is bound or affected.
    3. (c) It is the registered and beneficial holder of that number of MJIC Securities as set forth in the signature block below, has good, valid, and marketable title to all MJIC Securities indicated in this Representation Letter and is not affected by any voting trust, agreement or arrangement affecting the voting rights of the MJIC Securities. 
    4. (d) It has such knowledge, skill and experience in financial, investment and business matters as to be capable of evaluating the merits and risks of an investment in the Consideration Securities to be issued to it pursuant to the Merger, and it is able to bear the economic risk of loss of its entire investment.  To the extent necessary, the MJIC U.S. Securityholder has retained, at his or her own expense, and relied upon, appropriate professional advice regarding the investment, tax and legal merits and consequences of the Merger Agreement and owning the Consideration Securities.
    5. (e) Pubco has provided to it the opportunity to ask questions and receive answers concerning the terms and conditions of the Merger Agreement and it has had access to such information concerning Pubco as it has considered necessary or appropriate in connection with its investment decision to acquire the Consideration Securities, including disclosure document(s) furnished to the MJIC U.S. Securityholder in connection with the meeting of MJIC Shareholders held to approve the Merger, and access to Pubco’s public filings available on the Internet at www.sedar.com, and that any answers to questions and any request for information have been complied with to the MJIC U.S. Securityholder’s satisfaction.
    6. (f) It is acquiring the Consideration Securities for its own account, for investment purposes only and not with a view to any resale or distribution and, in particular, it has no intention to distribute either directly or indirectly the Consideration Securities in the United States or to, or for the account or benefit of, a U.S. Person or a person in the United States; provided, however, that this paragraph shall not restrict the MJIC U.S. Securityholder from selling or otherwise disposing of the Consideration Securities pursuant to registration thereof pursuant to the U.S. Securities Act and any applicable state securities laws or under an exemption from such registration requirements.
    7. (g) The address of the MJIC U.S. Securityholder set out in the signature block below is the true and correct principal address of the MJIC U.S. Securityholder and can be relied on by Pubco for the purposes of state blue sky laws, and the MJIC U.S. Securityholder is not an entity that has been formed for the specific purpose of purchasing or acquiring the Securities.
    8. (h) It understands (i) the Consideration Securities have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States; and (ii) the offer and sale contemplated by the Merger Agreement is being made in reliance on an exemption from such registration requirements in reliance on Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act.
    9. (i) The MJIC U.S. Securityholder is 
      • i. an “accredited investor” as defined in Rule 501(a) of Regulation D under the U.S. Securities Act by virtue of meeting one of the criteria set forth in Appendix A hereto (please hand-write your initials on the appropriate lines on Appendix A), which Appendix A forms an integral part hereof; or
      • ii. not an “accredited investor” as defined in Rule 501(a) of Regulation D under the U.S. Securities Act, has a pre-existing substantive relationship with Pubco, and has completed Appendix B hereto, which forms an integral part hereof.
    1. (j) The MJIC U.S. Securityholder has not purchased the Consideration Securities as a result of any form of “general solicitation” or “general advertising” (as those terms are used in Regulation D under the U.S. Securities Act), including advertisements, articles, press releases, notices or other communications published in any newspaper, magazine or similar media or on the Internet, or broadcast over radio or television, or the Internet or other form of telecommunications, including electronic display, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising.
    2. (k) It understands and agrees that the Consideration Securities may not be acquired in the United States or by a U.S. Person or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States unless registered under the U.S. Securities Act and any applicable state securities laws or unless an exemption from such registration requirements is available.
    3. (l) It acknowledges that it is not acquiring the Consideration Securities as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the U.S. Securities Act) in the United States in respect of the Consideration Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Consideration Securities.
    4. (m) If it is entitled to receive Resulting Issuer Replacement Securities under the Merger Agreement, it acknowledges and agrees that:
      1. (i) the securities of the Resulting Issuer issuable upon exercise of such Resulting Issuer Replacement Securities (the “Resulting Issuer Underlying Securities” and together with the Consideration Securities, the “Securities”) have not been and will not be registered under the U.S. Securities Act or any state securities laws; and
      2. (ii) the Resulting Issuer Replacement Securities may not be exercised in the United States, or for the account or benefit of a U.S. Person or a person in the United States, absent an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. 
    5. (n) It acknowledges that the Securities will be “restricted securities”, as such term is defined in Rule 144(a)(3) under the U.S. Securities Act, and may not be offered, sold, pledged, or otherwise transferred, directly or indirectly, without prior registration under the U.S. Securities Act and applicable state securities laws, and it agrees that if it decides to offer, sell, pledge or otherwise transfer, directly or indirectly, any of the Securities, it will not offer, sell or otherwise transfer, directly or indirectly, the Securities except:
      1. (i) to the Resulting Issuer;
      2. (ii) outside the United States in an “offshore transaction” meeting the requirements of Rule 904 of Regulation S under the U.S. Securities Act, if available, and in compliance with applicable local laws and regulations;
      3. (iii) in compliance with the exemption from the registration requirements under the U.S. Securities Act provided by Rule 144 thereunder, if available, and in accordance with any applicable state securities or “blue sky” laws; or
      4. (iv) in a transaction that does not require registration under the U.S. Securities Act or any applicable state securities laws governing the offer and sale of securities, 
    1. and, in the case of each of (iii) and (iv) above, it has prior to such sale furnished to the Resulting Issuer an opinion of counsel in form and substance reasonably satisfactory to the Resulting Issuer stating that such transaction is exempt from registration under applicable securities laws and that the legend referred to in paragraph (o) below may be removed.
    1. (o) The certificates representing the Securities, as well as all certificates issued in exchange for or in substitution of the foregoing, until such time as the same is no longer required under the applicable requirements of the U.S. Securities Act or applicable state securities laws and regulations, will bear, on the face of such certificate, the following legend: 
      1. “THE SECURITIES REPRESENTED HEREBY [for Resulting Issuer Replacement Options and Resulting Issuer Replacement Warrants add: AND THE SECURITIES ISSUABLE UPON EXERCISE 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.  THE HOLDER HEREOF, BY PURCHASING OR OTHERWISE HOLDING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) IN ACCORDANCE WITH RULE 144 UNDER THE U.S. SECURITIES ACT, IF AVAILABLE; OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT, PROVIDED THAT PRIOR TO ANY TRANSFER PURSUANT TO CLAUSES (C) OR (D) ABOVE, AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO THE CORPORATION SHALL FIRST BE PROVIDED TO THE EFFECT THAT SUCH TRANSFER DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY STATE SECURITIES LAW. [For Resulting Issuer Subordinate Voting Shares add: DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.]
    1. provided, that if at the time of original issuance of the Securities, the Resulting Issuer is a “foreign issuer” (as such term is defined in Rule 902(e) of Regulation S under the U.S. Securities Act), and are being sold outside the United States in compliance with the requirements of Rule 904 of Regulation S and in compliance with Canadian local laws and regulations, the legend set forth above may be removed by providing to the registrar and transfer agent of the Resulting Issuer:
      1. (i) an executed declaration and undertaking in substantially the form set forth as Appendix C attached hereto  (or in such other forms as the Resulting Issuer may prescribe from time to time); 
      1. (ii) an executed broker affirmation, in substantially the form included in Appendix C attached hereto (or in such other forms as Pubco may prescribe from time to time); and
      2. (iii) if requested by the Resulting Issuer or the transfer agent, an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Resulting Issuer and the transfer agent to the effect that such sale is being made in compliance with Rule 904 of Regulation S; and 
    1. provided, further, that, if any Securities are being sold otherwise than in accordance with Regulation S and other than to the Resulting Issuer, the legend may be removed by delivery to the registrar and transfer agent and the Resulting Issuer of an opinion of counsel, of recognized standing reasonably satisfactory to the Resulting Issuer, that such legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws.
    1. (p) It understands and agrees that there may be material tax consequences to the MJIC U.S. Securityholder of an acquisition, holding or disposition of any of the Securities. Pubco gives no opinion and makes no representation with respect to the tax consequences to the MJIC U.S. Securityholder under United States federal, state, local or other tax laws of the undersigned’s acquisition, holding or disposition of such Securities.
    2. (q) It consents to the Resulting Issuer making a notation on its records or giving instructions to any transfer agent of the Resulting Issuer in order to implement the restrictions on transfer set forth and described in this Representation Letter and the Merger Agreement.
    3. (r) It understands that (i) Pubco may be deemed to be an issuer that is, or that has been at any time previously, an issuer with no or nominal operations and no or nominal assets other than cash and cash equivalents (a “Shell Company”), (ii) if Pubco is deemed to be, or to have been at any time previously, a Shell Company, Rule 144 under the U.S. Securities Act may not be available for resales of the Securities unless the requirements of Rule 144(i) under the U.S. Securities Act are met, and (iii) the Resulting Issuer will not be obligated to make Rule 144 under the U.S. Securities Act available for resales of the Securities.
    4. (s) It understands and agrees that the financial statements of Pubco have been prepared in accordance with International Financial Reporting Standards and therefore may be materially different from financial statements prepared under U.S. generally accepted accounting principles and therefore may not be comparable to financial statements of United States companies.
    5. (t) It understands and acknowledges that Pubco is incorporated outside the United States, consequently, it may be difficult to provide service of process on Pubco and it may be difficult to enforce any judgment against Pubco.
    6. (u) It understands that the Resulting Issuer will not have any obligation to register the Securities under the U.S. Securities Act or any applicable state securities or “blue sky” laws or to take action so as to permit resales of such Securities.  Accordingly, the MJIC U.S. Securityholder understands that absent registration, it may be required to hold the Securities indefinitely.  As a consequence, the MJIC U.S. Securityholder understands it must bear the economic risks of the investment in such Securities for an indefinite period of time.
  1. The foregoing representations contained in this certificate are true and accurate as of the date of this certificate and will be true and accurate as of the Closing.  If any such representations shall not be true and accurate prior to the Closing, the undersigned shall give immediate written notice of such fact to Pubco prior to the Closing.
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Unaccredited Investor Rep - ManifestSeven
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