Application Form for Convertible Notes

Transcription

1 Application Form for Convertible Notes For Wholesale and Eligible Investors Only Closing Date: 5 April 2019 The applicant named below wishes to invest in Lateral Profiles Limited (Company) by subscribing for convertible notes (Notes) that have the terms of issue set out in Schedule 2. All applications are made on the terms and conditions set out in Schedule 1. Applications may be accepted by the Company at its discretion and are subject to the availability of Notes under the offer. The applicant acknowledges that the offer of the Notes is made only to certain classes of persons under Schedule 1 to the Financial Markets Conduct Act 2013 (FMCA) and that this offer is not a regulated offer for the purpose of Section 41 of the FMCA. Applications will be refused if they are not accompanied by a correctly completed Safe Harbour Certificate as attached in Schedule 3. Section 1: Applicant Details Applicant Name: Postal Address: Address: Phone Number: CSN (if any): Section 2: Details of Notes Applied For Application Monies: (The minimum application for Notes is NZ$1,000) The Applicant applies for $ of Notes at a face value of NZ$1.00 per Note. Please make payment of the Application Monies within two Business Days of returning this application in accordance with the payment instructions below. Section 3: Details for Interest Payments Bank Account Number: IRD Number: Tax Rate: Section 4: Payment Instructions Please make payment of your Application Monies to the following bank account by either direct credit or bank deposit: Account Name: Lateral Profiles Limited Account Number: Reference: Please include the Applicant Name as the payment reference to assist in matching your payment to this application. The Company will hold your Application Monies in its bank account until the Notes have been issued to you. Any excess Application Monies will be refunded to your bank account within five (5) Business Days of allotment. Allotment will be completed within three (3) Business Days of your completed application being accepted and receipt of your Application Monies. Confirmation of allotment will be ed to your contact address.

2 Section 5: Application Checklist Please ensure you have completed the following in connection with your application: Please Tick Document or Action Application Form Safe Harbour Certificate Payment of Application Monies Photo Identification Section 6: Execution Instructions By signing below you acknowledge and agree with the Company that: Please complete this application form and return it to the Company in the manner specified in Section 7 below. Please complete Schedule 3 in accordance with its instructions. If you are applying as an Eligible Investor please ensure you also complete the third party certification. Please pay your Application Monies in accordance with Section 4 of this Form within two (2) Business Days of returning this Application Form. Please return with this form a photocopy of an official photographic identification (such as a passport or drivers licence) for each signatory to this Application Form. You have received a copy of the application terms and conditions and make this application subject to those terms and conditions. You are a New Zealand resident, have completed this application form in New Zealand and you have not and will not distribute this application or any associated materials to any person that is not resident in New Zealand. Where you are signing on behalf of an entity or trust, you are duly authorised to make this application. Signature Signature Signature Print Name Print Name Print Name Section 7: Delivery Details for Application Please return your completed documentation (as set out in Section 5 above) to the Company before 5.00pm on 31 March If you are posting, please allow sufficient time for delivery. Scan your completed documents and them to the Company at ioana@lateralcorp.com Mail Deliver Lateral Profiles Limited PO Box Newmarket Auckland 1149 Lateral Profiles Limited 5 Balm Street New Market Auckland 1023 If you have any queries in relation to applying for the Notes please call Dene Biddlecombe on or your query to dene.biddlecombe@lateralcorp.com.

3 Schedule 1: Application Terms and Conditions 1. INTERPRETATION 1.1 Definitions In these terms and conditions, unless the context otherwise requires: Applicant means a person applying for Notes through a duly completed Application Form and who is a wholesale investor, an eligible investor or a close business associate within the meaning of the FMCA; Application Form means the application form for Notes that was attached with these Terms; Application Monies means the New Zealand dollar amount of the Notes applied for on the Application Form; Business Day means a day (other than a Saturday or Sunday) on which retail banks are open for the transaction of normal business in Auckland, New Zealand; Closing Date means 31 March 2019; Company means Lateral Profiles Limited (company no ); Companies Act means the Companies Act Face Value means NZ$1.00 per Note; FMCA means the Financial Markets Conduct Act 2013; Notes means convertible notes to be issued by the Company to Applicants on the terms set out in the Terms of Issue in Schedule 2 and with the number of Notes to be issued to an Applicant being equal to the Application Monies divided by the Face Value. Offer means the offer of the Notes to Applicants on the basis set out in these Terms; Safe Harbour Certificate means the certificate at Schedule 3 to be completed by the Applicant; Share Register means the Company s share register to be kept pursuant to s 87 of the Companies Act; Shares means ordinary shares in the capital of the Company; Subscription Date means a date that is no more than two (2) Business Days following the receipt by the Company of a completed Application Form; Terms means these terms and conditions; 1.2 Parties In these Terms, unless the context otherwise requires, a reference to any party is to the Company or the Applicant (as applicable) and includes, as far as is consistent with the provisions of these Terms, such party s successors in title. 1.3 General references In these Terms, any reference to: (a) (b) a person includes an individual, body corporate, an association of persons (whether corporate or not), a trust, estate and agency of a state (in each case, whether or not having separate legal personality and whether incorporated or existing in New Zealand or elsewhere); the singular includes the plural and vice versa; (c) (d) references to money are to New Zealand dollars unless expressly stated otherwise; and an agreement includes that agreement as amended, supplemented, novated or substituted from time to time. 1.4 Headings Headings are to be ignored in construing these Terms. 2. NOTES SUBSCRIPTION 2.1 Payment On or before the Subscription Date, the Applicant will subscribe for the Notes by paying the Application Monies in immediately available funds in accordance with the payment instructions on the Application Form to the Company s account. 2.2 Issue of Notes Subject to the receipt of cleared funds in accordance with clause 2.1 above, the Application Form and the Safe Harbour Certificate (each properly completed), the Company will within five (5) Business Days: (a) (b) Issue the Notes to the Applicant; and Enter the Applicant s details in the Share Register, as the holder of the Notes. 2.3 Refund of Application Monies If the Company determines (at its sole discretion): (a) (b) (c) that an Application Form and/or its accompanying information has not been properly completed; to close the Offer early or otherwise reject an Application Form; or accept an Application Form in part only, any excess Application Monies received under clause 2.1 will be refunded to the Applicant within five (5) Business Days of the Closing Date. 3. APPLICANT ACKNOWLEDGEMENTS The Applicant acknowledges and agrees: (a) that the Offer is made only to persons to whom Schedule 1 to the FMCA applies and the Offer is not a regulated offer for the purpose of Section 41 of the FMCA. The Applicant acknowledges that the Company may reject any Application Form and refund any Application Monies received if it is not satisfied at its absolute discretion that an Applicant is a person coming within the provisions of Schedule 1 of the FMCA. (b) (c) (d) the Applicant has completed and returned the Safe Harbour Certificate for the purposes of the FMCA, and the certificate is in all material respects true and correct; an Application Form, once submitted, cannot be withdrawn by an Applicant; and warrants that, on execution of the Application Form, that execution, delivery and performance by the Applicant of its obligations under these Terms: (i) will have been validly authorised by all necessary action on its part;

4 Schedule 1: Application Terms and Conditions (ii) will not contravene any law binding on it; (iii) will not contravene its incorporation or constitutional documents; and (iv) will not contravene the provisions of, or constitute a default under, any other material agreement to which it is a party or by which any of its assets are bound. 4. THE COMPANY ACKNOWLEDGEMENTS The Company acknowledges and agrees that: (a) (b) (c) the Notes will be granted: (i) (ii) (iii) to Applicants fully paid and free of all liens, charges, encumbrances or other adverse interests; in respect of the Shares issued on conversion of the Notes, on terms identical to, and ranking pari passu in all respects with, all Shares on issue at the time of issuance; and in accordance with the Companies Act. The execution, delivery and performance by the Company of its obligations under these Terms will not contravene or constitute a material breach or default under any applicable law, regulation, order, judgment, permit or consent, or under any provision contained in any deed, agreement or instrument by which the Company, or any material part of its business or any of its material assets, is bound or affected, in any relevant jurisdiction (including the constitution of the Company). The Company has been duly incorporated and is validly existing under the laws of New Zealand, and the constitution of the Company permits Company to: (i) (ii) (iii) own its assets; carry on its business as it is now being conducted; and execute, deliver and perform its obligations under these Terms. 5. MISCELLANEOUS 5.1 Non-waiver Failure or delay by a party in exercising any right with respect to any matter arising under, or in connection with these Terms does not constitute a waiver of that right. A waiver of any right under these Terms is only effective if it is in writing and is executed by the party waiving that right. 5.2 Notices Each notice or other communication under these Terms is to be in writing and is to be made by (PDF), personal delivery or by post to the addressee at the address or physical address of each party noted on the Application Form. No notice or other communication is effective until received. A notice or other communication will be deemed to be received by an addressee: (a) (b) (c) in the case of an transmission, when successfully sent to the addressee s address; in the case of personal delivery, when delivered; and in the case of a letter, on the fourth Business Day after posting, unless, in any case, it would be deemed received on a day that is not a Business Day or after 5:00 p.m. on a Business Day in which case it is to be deemed received at 9:00 a.m. on the next succeeding Business Day. 5.3 Severability If any of the provisions of these Terms are invalid or unenforceable, the invalidity or unenforceability is not to affect the operation, construction or interpretation of any other provision of these Terms, with the intent that the invalid or unenforceable provision is to be treated for all purposes as severed from these Terms. 5.4 Entire Agreement These Terms and the Application Form constitutes the entire agreement of the parties on the subject matter of these Terms and except as expressly provided supersedes any and all prior negotiations, representations and agreements in relation to that subject matter. In the event of inconsistency between these Terms and the Application Form, these Terms shall be preferred. 5.5 Exclusion of implied terms All terms and conditions relating to this Agreement that are implied by law are excluded to the maximum extent permitted by law. 5.6 Amendment These Terms may only be amended by an instrument in writing signed by the parties. 5.7 Governing law These Terms are governed by and are to be construed in accordance with New Zealand law. The parties irrevocably submit to the non-exclusive jurisdiction of the courts of New Zealand.

5 Schedule 2: Terms of Issue of Convertible Notes Security Type: Face Value: Minimum Number of Notes Offered: Maximum Number of Notes Offered: Commencement Date: Interest Rate: Interest Payment Dates: Renewal: Convertible Notes (Notes). The Notes have a face value of NZD$1.00 each. 1,000 per application. 1,000,000 in aggregate. The date on which subscription funds for the Notes are validly received by Lateral. Interest will accrue on the Notes at a rate of 10% per annum from the Commencement Date until the Maturity Date. Interest shall be paid in arrears on the first business day of each calendar quarter or, in respect of any final interest payment for any Notes, the relevant Maturity Date. All interest payments will be made subject to any deductions required by law. The Note holder may elect to renew the Notes for a further term of 12 months by written notice to Lateral any time on or after 1 February If a Note holder does not give written notice to Lateral as to Renewal, Repayment or Conversion by 31 March 2020 they shall be deemed to have given a Renewal notice. Maturity Date: (a) 31 March 2020; (b) where Conversion occurs in respect of any Notes, the date on which Conversion occurs in respect of those Notes; or (c) where a Renewal notice is given or is deemed given, 31 March Repayment: Conversion: Conversion Price: At any time between 1 February 2020 and 31 March 2020 (First Notice Period) or, where a Renewal notice has been previously given or deemed given, at any time between 1 February 2021 and 31 March 2021 (Second Notice Period) a Note holder may give written notice to Lateral to be repaid the Face Value in respect of all or any of the Notes that are held by them on the relevant Maturity Date. The Notes may be converted into ordinary shares of Lateral (Shares) through Optional Conversion by the Note holder or Mandatory Conversion by Lateral. The number of Shares issued to the Note holder will be the aggregate Face Value of the Notes being converted divided by the applicable Conversion Price. To complete Conversion, Lateral will on the relevant Maturity Date, procure that the share registrar of Lateral, enters the Note holder s name in Lateral s share register as the holder of the relevant number of Shares arising from Conversion. Where: (a) Initial Optional Conversion occurs, $0.05 per Share;

6 (b) Subsequent Optional Conversion occurs, $0.075 per Share; or (c) Mandatory Conversion occurs, $0.10 per Share. Optional Conversion: Mandatory Conversion: Security: Assignments and Transfers: Takeover: Ranking of new Shares: Other protections: In the First Notice Period a Note holder may give written notice to Lateral electing to convert all or some of the Notes held (Initial Optional Conversion). Where such notice is given, Lateral will undertake that Conversion on 31 March 2020 at the relevant Conversion Price. In the Second Notice Period a Note holder may give written notice to Lateral electing to convert all or some of the Notes held (Subsequent Optional Conversion). Where such notice is given, Lateral will undertake that Conversion on 31 March 2021 at the relevant Conversion Price. If prior to the Maturity Date, Lateral: (a) Has more than 10,000 customers subscribing for its products; or (b) Earns gross revenue of more than $150,000 in any calendar month (together, the Conversion Hurdle), Lateral may on five (5) business days prior written notice to Note holders convert all of the Notes on issue to Shares at the relevant Conversion Price. In the event of any dispute as to whether the Conversion Hurdle has been satisfied the Board may engage its auditors or any independent firm of chartered accountants to give a written determination as to whether the Conversion Hurdle has been satisfied and such determination shall be final and binding on Lateral and all Note holders. The Notes will be unsecured ranking equally among themselves and with all other unsecured creditors of Lateral. The Notes may be transferred prior to the Maturity Date in the same manner as if they were Shares in accordance with the constitution of Lateral and all applicable laws. The Directors will however have the same rights to decline to register any transfer. Each Note holder acknowledges that Lateral has offered the Notes only to wholesale investors, eligible investors or investors that fall within the Small or personal offer of financial products exclusion for the purposes of the Financial Markets Conduct Act 2013 (FMCA) and not with the intention that any retail investors will be Note holders. The Board may refuse to register a Note transfer to a retail investor if it reasonably considers that such transfer may be a breach of the FMCA. Despite any other provision in these terms, upon a despatch notice being issued for a takeover offer for Lateral under the Takeovers Code, a Note holder may give written notice to Lateral whilst such takeover offer is open for acceptance, to convert all or some of their Notes to Shares at a Conversion Price of: (a) $0.05 per Share if the notice is given prior to 31 March 2020; or (b) $0.06 per Share if the notice is given prior to 31 March Shares allotted to Note holders at Conversion will be fully paid ordinary voting shares in Lateral, free of all encumbrances whatsoever. The Shares allotted shall rank pari passu in all respects with all other issued ordinary shares of Lateral. While the Notes are outstanding, Lateral will not, without the prior written agreement of all Note holders:

7 (a) undertake a bonus Share issue; (b) make any buyback or return of subscribed ordinary share capital other than the redemption of any securities issued by Lateral that are redeemable in accordance with their terms; (c) alter its share capital or the terms and conditions attaching to any of its share capital if that alteration will unduly prejudice the rights of Note holders in any material respect; or (d) make or permit any alteration to its constitution which will prevent Lateral performing its obligations under these terms of issue of the Notes. Subdivision and Consolidation of Shares: Information and voting rights: Constitutional rights and obligations: If Lateral undertakes a consolidation or subdivision (or similar proportionate reconstruction) of its Shares, the number of Shares issued at Conversion will be consolidated or subdivided in the same ratio and each Conversion Price will be amended in inverse proportion to that ratio, including any necessary rounding to the number of Shares to be issued and the Conversion Price. Note holders are entitled to attend meetings of shareholders of Lateral, and to receive copies of all notices, reports and financial statements issued generally to shareholders, but are not entitled to vote at any such meeting. Where the Lateral constitution expressly requires that any matter relating to Lateral be submitted to Note holders for approval or authorisation, Note holders shall, to the maximum extent permitted by law, the Lateral constitution and these terms, vote together as one class with shareholders and holders of any other voting securities in Lateral. Each Note holder shall (subject to these terms) be subject to, and shall enjoy the benefit of, the provisions of the Lateral constitution applicable to the holders of an equity security, including, without limitation: (a) provisions setting out the consequences of acquiring an interest in an equity security in breach of the Lateral constitution; (b) provisions setting out the circumstances in which an equity security may be compulsorily acquired, or in which a holder of an equity security may compel the acquisition of that holder s equity security; and (c) provisions concerning actions of Lateral which affect rights attaching to an Equity Security. Expressly reserved rights of Lateral: Notwithstanding any other provision of these terms: (a) the issue of further notes, options, shares or other securities which rank equally with or in priority to the Notes; (b) the amendment of these terms by the Board of Lateral in order to comply with the requirements of any legislation or are amendments of an administrative or technical nature having no material adverse effect on Note holders; and (c) the exercise of any power, right or discretion given to Lateral pursuant to these terms, are, for the purposes of the Lateral s constitution deemed not to be actions affecting the rights attached to the Notes and may be undertaken without the approval of Note holders. Note holder meetings: A meeting of the Note holders, or of the Note holders in an Interest Group (as defined in the Companies Act 1993) may be called by the board of

8 Lateral at any time, and shall be called on the written request of persons holding Notes carrying together not less than 5% of the voting rights entitled to be exercised on any of the questions to be considered at the meeting in question. The voting rights in such circumstances will be one vote per Note. All the provisions of the Lateral constitution relating to meetings of holders of shares apply, with all necessary modifications, to such a meeting, except that: (a) the necessary quorum is two or more Note holders eligible to vote at the meeting present in person or by proxy or representative, or, if there is only one eligible Note holder, that Note holder is present in person or by proxy or representative; (b) any Note holder, present in person or by proxy or representative, may demand a poll; and (c) if the board of Lateral so elects, one meeting may be held of Note holders constituting more than one interest group, so long as voting at that meeting is by way of a poll, and proper arrangements are made to distinguish between the votes of members of each group. Receivership or liquidation: Default: Amendments: Governing Law: If Lateral goes into receivership or liquidation, the Notes will be immediately redeemable at their Face Value. If Lateral is in breach of these terms and such breach is not remedied within ten (10) business days of a Note holder giving written notice of such breach to Lateral, the Notes held by such Note holder will be immediately redeemable for their Face Value. Unless an amendment is otherwise permitted under these terms, the Board of Lateral may only amend these terms if such amendment has first been approved at a meeting of all Note holders (as an interest group) by 75% of all Note holders that are entitled to vote and are voting at such meeting. Any amendment so approved shall be binding on all Note holders. New Zealand.

9 Schedule 3: Safe Harbour Certificate Confirmation of Wholesale or Eligible Investor Eligibility Schedule 1 of the Financial Markets Conduct Act 2013 Please ensure that you return this completed confirmation with your Application Form Offeror: Investor: Financial Products: Lateral Profiles Limited The undersigned person. An offer to acquire convertible notes in the Offeror. Acknowledgement The Investor acknowledges and agrees that the offer of the Financial Products by the Offeror is made only to persons to whom Schedule 1 of the Financial Markets Conduct Act 2013 (FMCA) applies and that such offer is not a regulated offer for the purpose of section 41 of the FMCA. The Offeror may refuse to issue the Investor the Financial Products, and refund any subscription monies received, if the Offeror is not satisfied prior to issuing the Financial Products that the Investor is a person coming within the provisions of Schedule 1 of the FMCA. Eligibility The Investor may participate in this offer of Financial Products, under an exemption contained in Schedule 1 of the FMCA, if they come within one of the following categories and complete the associated documentation (as applicable): Wholesale Investor Please complete Certificate A The Investor is a wholesale investor, as defined in clause 3(2) of Schedule 1 of the FMCA if the person: is an investment business; meets the investment activity criteria; or is large (net assets or consolidated turnover in excess of $5m). These italicised terms are further defined in Certificate A which is enclosed. Eligible Investor Please complete Certificate B The Investor is an Eligible Investor in respect of the Financial Products offered by the Offeror (Transaction), if the Investor has previous experience in acquiring or disposing of financial products that allows the Investor to assess: the merits of the Transaction or class of Transactions (including assessing the value and the risks of the financial products involved); the Investor s own information needs in relation to the Transaction or those Transactions; and the adequacy of the information provided by any person involved in the Transaction or those Transactions.

10 Close Business Associate No Certificate required The Investor is a Close Business Associate of the Offeror if the Investor: is a director or senior manager of the Offeror or of a related body corporate of the Offeror; holds or controls 1 5% or more of the voting products of the Offeror; is a related body corporate of the Offeror; holds or controls 20% or more of the voting products of a related body corporate of the Offeror; is a partner of the Offeror or of a director of the Offeror (under the Partnership Act 1908); is a spouse, civil union partner, or de facto partner of a person who is a close business associate of the Offeror; is a child, parent, brother, or sister of a person who is a close business associate of the Offeror; or has a close professional or business relationship with the offeror, or a director or senior manager of the offeror, that allows the Investor to: assess the merits of the offer; or obtain information from the offeror or any other person involved in the offer that will enable the Investor to assess the merits of the offer. Signed: To accept the offer of Financial Products as a close business associate, please tick the applicable box above and sign this confirmation below. By signing you confirm that you come within the relevant definition above and give the acknowledgement stated on the previous page. Signature of Investor/authorised signatory (as applicable) Name and title of authorised signatory (if applicable) Print name of Investor Date 1 Control, in relation to a voting product, means having, directly or indirectly, effective control of the voting rights attached to the product.

11 CERTIFICATE A Wholesale Investor Certificate Financial Markets Conduct Act 2013 (FMCA) Safe Harbour Certificate (cl 44, Sch 1) Warning: The law normally requires people who offer financial products to give information to investors before they invest. This information is designed to help investors make an informed decision. If you are a wholesale investor, the usual rules do not apply to offers of financial products made to you. As a result, you may not receive a complete and balanced set of information. You will also have fewer other legal protections for these investments. Ask questions, read all documents carefully, and seek independent financial advice before committing yourself. Offence: It is an offence to give a certificate knowing that it is false or misleading in a material particular. The offence has a penalty of a fine not exceeding $50,000. Acknowledgement By completing this certificate, you certify that you understand the consequences of certifying yourself to be a wholesale investor, including (without limitation) that: you will be treated as a wholesale investor for the purposes of the FMCA; and disclosure under the FMCA will not need to be made to you in relation to any financial products (as defined in the FMCA) you acquire and you may not have access to all of the legal protections which would apply if you did not certify yourself as a wholesale investor. Certification You certify that you are a wholesale investor, as defined in clause 3(2) of Schedule 1 of the FMCA on the basis that (please tick the relevant boxes): Investment Business You are a wholesale investor by reason of being an investment business, as defined in clause 37 of Schedule 1 of the FMCA on the grounds that (tick where applicable): Your principle business consists of 1 or more of the following: investing in financial products; acting as an underwriter; providing a financial adviser service (within the meaning of section 9 of the Financial Advisers Act 2008) in relation to financial products; providing a broking service (within the meaning of section 77B of the Financial Advisers Act 2008) in relation to financial products; or trading in financial products on behalf of other persons. you are a registered bank (as defined in section 6(1) of the FMCA); you are a NBDT (as defined in section 5 of the Non-bank Deposit Takers Act 2013); you are a licensed insurer (as defined in section 6(1) of the Insurance (Prudential Supervision) Act 2010);

12 you are a manager of a registered scheme (as defined in the Act), or a discretionary investment management service (as defined in the Act), that holds a market services licence issued under Part 6 of the FMCA; you are a derivatives issuer (as defined in the Act) that holds a market services licence issued under Part 6 of the FMCA; or you are a QFE or an authorised financial adviser (as defined in the Financial Advisers Act 2008). Investment Activity Criteria You are a wholesale investor by reasons of satisfying the investment activity criteria set out in clause 38 of Schedule 1 of the FMCA on the grounds that you (tick where applicable): own, or at any time during the two year period ending on the date of this certificate, have owned, a portfolio of specified financial products 2 of a value of at least $1 million (in aggregate); have, during the two year period ending on the date of this certificate, carried out one or more transactions to acquire specified financial products where the amount payable under those transactions (in aggregate) is at least $1 million and the other parties to the transactions are not associated persons of the Investor; or are an individual who has, within the last 10 years before the date of this certificate, been employed or engaged in an investment business and has, for at least 2 years during that 10-year period, participated to a material extent in the investment decisions made by the investment business. Large Investors You are a wholesale investor because you are large (as defined in clause 39 of the Schedule 1 of the Act) on the grounds that (tick where applicable): as at the last day of each of the 2 most recently completed financial years before the date you give this certificate, your net assets and those of the entities controlled by you exceeded $5 million; or in each of the 2 most recently completed financial years before the date you give this certificate, your total consolidated turnover of and that of the entities controlled by you exceeded $5 million. Signed: Signature of Investor/authorised signatory (as applicable) Name and title of authorised signatory (if applicable) Print name of Investor Date This Wholesale Investor Certificate is effective for two years from the date of signing 2 In this context, specified financial products is defined in clause 38(4) of Schedule 1 of the FMCA as being financial products other than category 2 products (i.e. bank term deposits or a call debt section see section 5 of the Financial Advisers Act 2008), interest in a retirement scheme, or financial products issued by an associated person.

13 CERTIFICATE B Eligible Investor Certificate Financial Markets Conduct Act 2013 Certification (cl 41, Sch 1) To: Lateral Profiles Limited (Offeror) Class of Transaction: An offer to acquire convertible notes in the Offeror (Offer) Instructions This certificate must be completed by an Investor wishing to subscribe for Financial Products as an Eligible Investor under clause 3(3)(a) of Schedule 1 of the FMCA. This certification must be confirmed by an authorised financial adviser, a chartered accountant or a lawyer. The Investor must provide the completed certificate below including the Third Party Confirmation signed by an authorised financial adviser, chartered accountant or lawyer. Both this certificate and the Third Party Confirmation must be received before the Investor s application under the Offer will be accepted Warning: The law normally requires people who offer financial products to give information to investors before they invest. This information is designed to help investors make an informed decision. If you give this certificate, the usual rules do not apply to offers of financial products made to you. As a result, you may not receive a complete and balanced set of information. You will also have fewer other legal protections for these investments. Make sure you understand these consequences. Ask questions, read all documents carefully, and seek independent financial advice before committing yourself. Offence: It is an offence to give a certificate knowing that it is false or misleading in a material particular. The offence has a penalty of a fine not exceeding $50,000. Certification I, (name of Investor), certify that: 1 I have previous experience in acquiring or disposing of financial products, that allows me to assess: 1.1. the merits of the Offer (including assessing the value and the risks of the Financial Products involved); and 1.2. my own information needs in relation to the Offer; and 1.3. the adequacy of the information provided by any person involved in the Offer. 2 I understand the consequences of certifying myself to be an Eligible Investor (within the meaning of clause 41 of Schedule 1 of the FMCA). 3 The grounds on which I make the certification in paragraph 1 above are: 3 3 Please include details of your previous experience in acquiring or disposing of financial products.

14 4 I also confirm that I understand that: Signed: 4.1. The usual legal rules that require information to be given to investors for offers of financial products do not apply to the Offer; 4.2. I may not receive a complete and balanced set of information about the Offer; 4.3. I have fewer legal protections for an investment under the Offer; 4.4. An investment under the Offer is not suitable for retail investors; and 4.5. I have been advised to ask questions, read all documents carefully and seek independent financial advice. Signature of Investor/authorised signatory (as applicable) Name and title of authorised signatory (if applicable) Print name of Investor Date Third Party Confirmation Financial Markets Conduct Act 2013 Confirmation of Certification (cl 43, Sch 1) NB: The following form must be completed by an authorised financial adviser, 4 a chartered accountant or a lawyer. To: Lateral Profiles Limited (Offeror) Investor: (insert name) Class of Transaction: An offer to acquire a Notes in the Offeror. (Offer) I, (name of authorised financial adviser, chartered accountant or lawyer), hereby confirm that: 1 I am a chartered accountant / lawyer / authorised financial adviser (strike out as applicable); and 2 I have reviewed the Investor s eligible investor certification (Certification) above; and 3 I have considered the grounds set out in the Certification on which the Investor s believes that as a result of having previous experience in acquiring or disposing of financial products, the Investor is able to assess: 4 An authorised financial adviser is an individual who is registered under the Financial Service Providers (Registration and Dispute Resolution) Act 2008 in respect of a financial adviser service and authorised by the Financial Markets Authority.

15 3.1 The merits of an Offer (including assessing the value and the risks of the financial products involved); and 3.2 The Investor s information needs in relation to an Offer; and 3.3 The adequacy of the information provided by any person involved in the Offer. Having considered those matters, I certify that: 4 I am satisfied that the Investor has been sufficiently advised of the consequences of the Certification made; and 5 I have no reason to believe that the Certification is incorrect or that further information or investigation is required as to whether or not the Certification is correct. Signed: Signature Title and Firm Name Print name Date