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Re: Sheepdog post# 25685

Friday, 06/25/2021 9:08:02 AM

Friday, June 25, 2021 9:08:02 AM

Post# of 27296
Dam you fail

The issuance of the Convertible Promissory Note (the ‘Convertible Note”) due June 17, 2022 and the issuance of the shares of Common Stock issuable upon conversion of the Convertible Note will be exempt from registration under Securities Act Section 4(a)(2) and Securities Act Rule 506(b). The Investor is sophisticated and represented in writing that they were an accredited investor and acquired the securities for their own account for investment purposes. A legend will be placed on the Convertible Note and the stock certificates issued upon conversion of the Convertible Note, subject to the terms of the transaction documents, stating that the securities have not been registered under the Securities Act and cannot be sold or otherwise transferred without registration or an exemption therefrom.
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