Form 10-K/A BorrowMoney.com, Inc. For: Aug 31

 

Exhibit 10.4

 

Form of Warrants

 

The warrants (the “Warrants”) referred to in the Payment Section of this Agreement, and described more thoroughly in this Annex, shall be formally drawn up into executable contracts by the Client’s counsel. The Client does hereby agree to cover all related expenses, save for any that the Warrant Holders may choose to incur from their own attorneys to review and/or provide recommendations regarding the Warrants.

 

As of the Effective Date of this Agreement the Client does not have enough issued Common Stock (the “Shares”) from its Authorized Shares and requires one or more corporate actions to meet the terms and conditions of the Warrants. As such, the Signatory of this Agreement does hereby guarantee that, should the Client not be in a position, for any reason, to make full delivery of its Shares, according to the terms and conditions specified in the Warrants, that the Signatory will make such Shares available from his/her own (personal) holdings, or the holdings of any affiliated organizations, trusts, entities, and the like that he/she controls.

 

It is understood and agreed that the Client owes EGS the Warrants described herein, and is committed to provide such Warrants, as of the Effective Date.

 

The following Basic Business Terms and Conditions are not exhaustive and are subject to modification upon mutual agreement of the Signatories of this Agreement.

 

Article II. Basic Business Terms and Conditions

 

	1.	Purchase of Shares. Subject to the terms and conditions hereinafter set forth, the holder of this Warrant is entitled, upon surrender of this Warrant at the principal office of the Client (or at such other place as the Client shall notify the holder hereof in writing), to purchase from the Client up to 25,000 fully paid and nonassessable shares of the Shares at an exercise price of $0.10 per Share (such price, as adjusted from time to time, is herein referred to as the “Exercise Price”).
	2.	Exercise Period. This Warrant shall be exercisable, in whole or in part, on or after 9:00 am Eastern Time, January 1st, 2020, and until 5:00pm Eastern Time, December 29th, 2023 (the “Exercise Period”).
	3.	Method of Exercise. While this Warrant remains outstanding and exercisable in accordance with the terms and condition herein, the holder may exercise from time to time, in whole or in part, the purchase rights evidenced hereby. Such exercise shall be affected by:
		3.1.	the surrender of the Warrant, together with a notice of exercise to the Secretary of the Client at its principal offices; and
		3.2.	the payment to the Client of an amount equal to the aggregate Exercise Price for the number of Shares being purchased.
	4.	Certificates for Shares; Amendments of Warrants. Upon the exercise of the purchase rights evidenced by this Warrant, one or more certificates for the number of Shares so purchased shall be issued as soon as practicable thereafter, and in any event within thirty (30) days of the delivery of the subscription notice. Upon partial exercise, the Client shall promptly issue an amended Warrant representing the remaining number of Shares purchasable thereunder. All other terms and conditions of such amended Warrant shall be identical to those contained herein. The above notwithstanding, the Shares may be delivered electronically, and held in Street Name, in accordance with industry and regulatory norms.

 

 

	5.	Issuance of Shares. The Client covenants that (i) the Shares, when issued pursuant to the exercise of this Warrant, will be duly and validly issued, fully paid and nonassessable and free from all taxes, liens, and charges with respect to the issuance thereof, (ii) during the Exercise Period the Client will reserve from its authorized and unissued Common Stock sufficient Shares in order to perform its obligations under this warrant.
	6.	Adjustment of Exercise Price and Number of Shares. The number of and kind of securities purchasable upon exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time as follows:

 

	6.1.	Subdivisions, Combinations and Other Issuances. If the Client shall at any time before the expiration of this Warrant subdivide the Shares, by split-up or otherwise, or combine its Shares, or issue additional shares of its Shares as a dividend, the number of Shares issuable on the exercise of this Warrant shall forthwith be proportionately increased in the case of a subdivision or stock dividend, or proportionately decreased in the case of a combination. Appropriate adjustments shall also be made to the purchase price payable per share, but the aggregate purchase price payable for the total number of Shares purchasable under this Warrant (as adjusted) shall remain the same. Any adjustment under this Section shall become effective at the close of business on the date the subdivision or combination becomes effective, or as of the record date of such dividend, or in the event that no record date is fixed, upon the making of such dividend.
	6.2.	Reclassification, Reorganization and Consolidation. In case of any reclassification, capital reorganization, or change in the capital stock (including because of a change of control) of the Client (other than as a result of a subdivision, combination, or stock dividend provided for in Section 6.1 above), then the Client shall make appropriate provision so that the holder of this Warrant shall have the right at any time before the expiration of this Warrant to purchase, at a total price equal to that payable upon the exercise of this Warrant, the kind and amount of shares of stock and other securities and property receivable in connection with such reclassification, reorganization, or change by a holder of the same number of Shares as were purchasable by the holder of this Warrant immediately before such reclassification, reorganization, or change. In any such case appropriate provisions shall be made with respect to the rights and interest of the holder of this Warrant so that the provisions hereof shall thereafter be applicable with respect to any shares of stock or other securities and property deliverable upon exercise hereof, and appropriate adjustments shall be made to the purchase price per share payable hereunder, provided the aggregate purchase price shall remain the same.
	6.3.	Notice of Adjustment. When any adjustment is required to be made in the number or kind of shares purchasable upon exercise of the Warrant, or in the Exercise Price, the Client shall promptly notify the holder of such event and of the number of Shares or other securities or property thereafter purchasable upon exercise of this Warrant.

 

	7.	No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant, but in lieu of such fractional shares the Client shall make a cash payment therefor on the basis of the Exercise Price then in effect.
	8.	Representations of the Client. The Client represents that all corporate actions on the part of the Client, its officers, directors and stockholders necessary for the sale and issuance of this Warrant have been taken.
	9.	Representations and Warranties by the Holder(s). The Holder(s) represents and warrants to the Client as follows:

 

	9.1.	The Holder(s) has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the purchase of this Warrant and the Shares purchasable pursuant to the terms of this Warrant and of protecting its interests in connection therewith.
	9.2.	The Holder(s) is able to bear the economic risk of the purchase of the Shares pursuant to the terms of this Warrant.

 

	10.	Warrants Transferable. Subject to compliance with the terms and conditions of this Section, this Warrant and all rights hereunder are transferable, without charge to the holder hereof (except for transfer taxes), upon surrender of this Warrant properly endorsed or accompanied by written instructions of transfer. With respect to any offer, sale or other disposition of this Warrant or any Shares acquired pursuant to the exercise of this Warrant before registration of such Warrant or Shares.
	11.	Rights of Shareholders. No Holder of this Warrant shall be entitled, as a Warrant Holder, to vote or receive dividends or be deemed the holder of the Shares or any other securities of the Client which may at any time be issuable on the exercise hereof for any purpose, nor shall anything contained herein be construed to confer upon the holder of this Warrant, as such, any of the rights of a stockholder of the Client or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of stock, reclassification of stock, change of par value, consolidation, merger, conveyance, or otherwise) or to receive notice of meetings, or to receive dividends or subscription rights or otherwise until the Warrant shall have been exercised and the Shares purchasable upon the exercise hereof shall have become deliverable, as provided herein.
	12.	Governing Law. This Warrant and all actions arising out of or in connection with this Agreement shall be governed by and construed in accordance with the laws of New York, without regard to the conflicts of law provisions of New York or of any other state.
	13.	Rights and Obligations Survive Exercise of Warrant. Unless otherwise provided herein, the rights and obligations of the Client, of the holder of this Warrant and of the holder of the Shares issued upon exercise of this Warrant, shall survive the exercise of this Warrant.

 

 

 

Exhibit 10.5

 

 

BorrowMoney.Com, Inc.

 

THE SECURITIES SUBSCRIBED FOR BY THIS AGREEMENT ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1993, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHALL BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

 

THE SECURITIES SUBSCRIBED FOR BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF CERTAIN STATES AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE SECURITIES SUBSCRIBED FOR BY THIS AGREEMENT HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE SECURITIES OFFERED BY THE COMPANY. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

 

FOR FLORIDA RESIDENTS:

 

THE INFORMATION PROVIDED BELOW IS GIVEN TO YOU PURSUANT TO FLORIDA LAW AND SETS FORTH YOUR RIGHTS ACCORDING TO THE FLORIDA INVESTOR PROTECTION ACT. PLEASE READ CAREFULLY AND SIGN BELOW ACKNOWLEDGING YOUR UNDERSTANDING OF ALL RIGHTS AFFORDED YOU.

 

THE SECURITIES OFFERED HEREBY WILL BE SOLD, AND ACQUIRED, IN A TRANSACTION EXEMPT UNDER SECTION 517.061(11) OF THE FLORIDA SECURITIES AND INVESTOR PROTECTION ACT. THE SECURITIES HAVE NOT BEEN REGISTERED UNDER SAID ACT IN THE STATE OF FLORIDA. PURSUANT TO SECTION 517.061(11) OF THE FLORIDA SECURITIES AND INVESTOR PROTECTION ACT, WHEN SALES ARE MADE TO FIVE (5) OR MORE PERSONS IN THE STATE OF FLORIDA, ANY SALE IN THE STATE OF FLORIDA MADE PURSUANT TO SECTION 517.061(11) OF SUCH ACT IS VOIDABLE BY THE PURCHASER IN SUCH SALE (WITHOUT INCURRING ANY LIABILITY TO THE COMPANY OR TO ANY OTHER PERSON OR ENTITY) EITHER WITHIN THREE (3) DAYS AFTER THE FIRST TENDER OF CONSIDERATION IS MADE BY SUCH PURCHASER TO THE ISSUER, AN AGENT OF THE ISSUER, OR AN ESCROW AGENT OR WITHIN THREE (3) DAYS AFTER THE AVAILABILITY OF THAT PRIVILEGE IS COMMUNICATED TO SUCH PURCHASER, WHICHEVER OCCURS LATER. TO VOID THIS PURCHASE, THE PURCHASER NEED ONLY SEND A LETTER OR TELEGRAM TO THE COMPANY AT THE ADDRESS INDICATED HEREIN. ANY SUCH LETTER OR TELEGRAM SHOULD BE SENT AND POSTMARKED PRIOR TO THE END OF THE AFOREMENTIONED THREE (3) DAY PERIOD. IT IS PRUDENT TO SEND ANY SUCH LETTER BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO ASSURE THAT IT IS RECEIVED AND ALSO TO HAVE EVIDENCE OF THE TIME THAT IT WAS MAILED. SHOULD A PURCHASER MAKE THIS REQUEST ORALLY, THAT PURCHASER MUST ASK FOR WRITTEN CONFIRMATION THAT THE REQUEST HAS BEEN RECEIVED. IF NOTICE IS NOT RECEIVED WITHIN THE TIME LIMIT SPECIFIED HEREIN, THE FOREGOING RIGHT TO VOID THE PURCHASE SHALL BE NULL AND VOID.

 

 

SUBSCRIPTION AGREEMENT

 

[For Purchase of Common Shares]

 

BORROWMONEY.COM, INC.

 

Ladies and Gentlemen:

 

The undersigned (the “Subscriber”), desires to become a holder of _____________________ Shares (the “Shares”) of the common securities, $0.001par value of BORROWMONEY.COM, INC. a Florida corporation (the “Company”). Accordingly, the Subscriber hereby agrees as follows:

 

1. Subscription. The Subscriber hereby subscribes for and agrees to accept from the Company that number of Shares set forth on the Signature Page attached to this Subscription Agreement (the “Agreement”), _____________________shares of the Company’s common shares at a per share price of $_____ per share for the aggregate consideration of $_____________________.

 

2. Purchase Procedure. The Subscriber acknowledges that, in order to subscribe for Shares, he must, and he does hereby, deliver to the Company:

 

2.1 One (1) executed counterpart of the Signature Page attached to this Agreement together with appropriate notarization; and

 

2.2 A check, subject to collection, in the amount set forth on the Signature Page attached to this Agreement or a wire transfer to the Company’s bank (instructions attached herein), representing payment in full for the Shares desired to be purchased hereunder, made payable to the order of BorrowMoney.com, Inc.; and

 

2.3 An executed copy of the Confidential Purchaser Questionnaire.

 

3. Representations of Subscriber. By executing this Agreement, the Subscriber makes the following representations, declarations and warranties to the Company, with the intent and understanding that the Company will rely thereon:

 

3.1 Such Subscriber acknowledges that he has received, carefully read and understands in their entirety; (a) this Subscription Agreement; (b) all information necessary to verify the accuracy and completeness of the Company’s representations, warranties and covenants made herein; and (c) written (or verbal) answers to all questions the Subscriber submitted to the Company regarding an investment in the Company; and the Subscriber has relied on the information contained therein and has not been furnished with any other documents, offering literature, memorandum or prospectus.

 

3.2 Such Subscriber understands that (i) the Shares being purchased hereunder have been offered pursuant to Regulation D, Section 506 and Section 4(a)(2) of the Securities Act of 1933, as amended, (the “Act”) and have not been registered under the laws of certain states, and are being offered and sold in reliance upon exemptions from the registration provisions of such laws; (ii) Subscriber cannot sell the Shares unless they are registered under any applicable federal or state securities laws or unless exemptions from such registration requirements are available; (iii) a legend will be placed on any certificate or certificates evidencing the Shares, stating that such securities have not been registered under any federal or state securities laws and setting forth or referring to the restrictions on transferability and sales of the securities; (iv) the Company will place stop transfer instructions against the securities and the certificates for the securities to restrict the transfer thereof; and (v) the Company has no obligations to register the securities or assist the Subscriber in obtaining an exemption from the Securities and Exchange commission or from the various state registration requirements except as set forth herein or therein. Subscriber agrees not to resell the Shares without compliance with the terms of this Subscription Agreement and any applicable federal or state securities laws.

 

3.3 Such Subscriber agrees not to sell or otherwise transfer the Subscriber’s Shares unless and until they are subsequently registered under any applicable federal or state securities laws or unless an exemption from any such registration is available.

 

3.4 Such Subscriber understands that an investment in the Shares involves substantial risks and Subscriber recognizes and understands the risks relating to the purchase of the Shares.

 

3.5 Such Subscriber has, either alone or together with the Subscriber’s Purchaser Representative (as that term is defined in Regulation D under the Act), such knowledge and experience in financial and business matters that the Subscriber is capable of evaluating the merits and risks of an investment in the Company.

 

3.6 Such Subscriber’s investment in the Company is reasonable in relation to his net worth and financial needs and he is able to bear the economic risk of losing his entire investment in the Shares.

 

3.7 Such Subscriber understands that (i) the offering contemplated hereby has not been reviewed by any federal or state governmental body or agency due in part to the Company’s representations that it will comply with the provisions of Regulation D; (ii) if required by the laws or regulations of said state(s) the offering contemplated hereby will be submitted to the appropriate authorities of such state(s) for registration or exemption therefrom; and (iii) the documents used in connection with this Offering have not been reviewed or approved by any regulatory agency or government department, nor has any such agency or government department made any finding or determination as to the fairness of the Shares for investment.

 

 

3.8 Such Subscriber is aware that the Shares have not been registered under the Act and that no market exists therefor. The Subscriber has adequate means of providing for the Subscriber’s current needs and personal and family contingencies, has no need for liquidity in the investment contemplated hereby, and is able to bear the risk of loss of his entire investment.

 

3.9 Such Subscriber (i) is a citizen or resident of the United States of America, (ii) is at least 21 years of age, (iii) has adequate means of providing for his current needs and personal contingencies, (iv) has no need for liquidity in his investment in the Shares, and (v) maintains his domicile (and is not a transient or temporary resident) at the address shown below.

 

3.10 All information which the Subscriber has provided the Company concerning the Subscriber, the Subscriber’s financial position and the Subscriber’s knowledge of financial and business matters, is correct and complete as of the date hereof and as of the date of Closing, and if there should be any change in such information prior to the Closing, the Subscriber will immediately provide the Company with such new information. The Subscriber agrees that financial and other information concerning the Subscriber may be disclosed by the Company to any persons or entities that may enter into a transaction with the Company. The Subscriber further agrees, if requested by the Company or its authorized representative, to provide bank references or other confirming information concerning the Subscriber’s financial information as may be reasonably requested by the Company.

 

3.11 Such Subscriber shall not sell, assign, encumber or transfer all or any part of the Shares being acquired (except a transfer upon his death, incapacity or bankruptcy or a transfer without consideration to his spouse and/or children and/or a trust for the benefit of such family members), unless the Company has determined, upon the advice of counsel for the Company, that no applicable federal or state securities laws will be violated as a result of such transfer. The Company may require an opinion of counsel acceptable to the Company to the effect that such transfer or assignment (a) may be affected without registration of the Shares under the Act, and (b) does not violate any applicable federal or state securities laws.

 

3.12 Such Subscriber represents that the Company has made available to him all information which he deemed material to making an informed investment decision in connection with his purchase of securities of the Company; that the Subscriber is in a position regarding the Company, which, based upon employment, family relationship or economic bargaining power, enabled and enables Subscriber to obtain information from the Company in order to evaluate the merits and risks of this investment; and that he has been represented by Counsel and been advised concerning the risks and merits of this investment. Further, Subscriber acknowledges that the Company has made available to him the opportunity to ask questions of, and receive answers from the Company, its officers, directors and other persons acting on its behalf, concerning the terms and conditions of his purchase and to obtain any additional information, to the extent the Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information disclosed to Subscriber. Further, Subscriber represents that no statement, printed material or inducement was given or made by the Company or anyone on its behalf which is contrary to the information disclosed to him.

 

3.13 Such Subscriber is familiar with the nature and extent of the risks inherent in investments in unregistered securities and in the business in which the Company is engaged and intends to engage and has determined, either personally or in consultation with the Subscriber’s Purchaser Representative or attorney, that an investment in the Company is consistent with the Subscriber’s investment objectives and income prospects.

 

3.14 Such Subscriber acknowledges that the Company has made available to him, at a reasonable time prior to his purchase of the Shares, the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the offering and to obtain any information, to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense, which is necessary to verify the accuracy of the information given to him or otherwise to make an informed investment decision.

 

3.15 Such Subscriber acknowledges that the Company has the unconditional right to accept or reject this subscription, in whole or in part. The Company will notify the Subscriber whether this subscription is accepted or rejected. If such subscription is rejected, payment will be returned to the Subscriber.

 

 

3.16 If the Subscriber is a corporation, trust, partnership or other entity that is not an individual person, it has been formed and validly exists and has not been organized for the specific purpose of purchasing the Shares and is not prohibited from doing so.

 

3.17 If the Subscriber is purchasing the Shares in a fiduciary capacity for another person or entity, including without limitation a corporation, partnership, trust or any other entity, the Subscriber has been duly authorized and empowered to execute this Subscription Agreement and all other subscription documents, and such other person fulfills all the requirements for purchase of the Shares as such requirements are set forth herein, concurs in the purchase of the Shares and agrees to be bound by the obligations, representations, warranties and covenants contained herein. Upon request of the Company, the Subscriber will provide true, complete and current copies of all relevant documents creating the Subscriber, authorizing its investment in the Company and/or evidencing the satisfaction of the foregoing.

 

4. Indemnification. Subscriber hereby agrees to indemnify and hold harmless the Company and the Company’s officers, directors, employees, agents and affiliates from and against any and all damages, losses, costs, liabilities and expenses (including, without limitation, reasonable attorneys’ fees) which they, or any of them, may incur by reason of the Subscriber’s failure to fulfill any of the terms and conditions of this Agreement or by reason of the Subscriber’s breach of any of his representations and warranties contained herein. This Agreement and the representations and warranties contained herein shall be binding upon the Subscriber’s heirs, executors, administrators, representatives, successors and assigns. THE COMPANY HAS BEEN ADVISED THAT THE INDEMNIFICATION OF THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND AFFILIATES IS DEEMED TO BE VOID AS AGAINST PUBLIC POLICY AND UNENFORCEABLE IN SOME STATES.

 

5. Arbitration Agreement.

 

5.1 Subscriber represents, warrants and covenants that any controversy or claim brought directly, derivatively or in a representative capacity by him in his capacity as a present or former security holder, whether against the Company, in the name of the Company or otherwise, arising out of or relating to any acts or omissions of the Company, or any security holder or any of their officers, directors, agents, affiliates, associates, employees or controlling persons (including without limitation any controversy or claim relating to a purchase or sale of the Note) shall be settled by arbitration under the Federal Arbitration Act in accordance with the commercial arbitration rules of the American Arbitration Association (“AAA”) and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. Any controversy or claim brought by the Company against the Subscriber, whether in his capacity as present or former security holder of the Company in or against any of the Subscriber’s officers, directors, agents, affiliates, associates, employees or controlling persons shall also be settled by arbitration under the Federal Arbitration Act in accordance with the commercial arbitration rules of the AAA and judgment rendered by the arbitrators may be entered in any court having jurisdiction thereof. In arbitration proceedings under this Paragraph 5, the parties shall be entitled to any and all remedies that would be available in the absence of this Paragraph 5 and the arbitrators, in rendering their decision, shall follow the substantive laws that would otherwise be applicable. This Paragraph 5 shall apply, without limitation, to actions arising in connection with the offer and sale of the Notes contemplated by this Agreement under any Federal or state securities laws.

 

5.2 The arbitration of any dispute pursuant to this Paragraph 5 shall be held in Palm Beach County, Florida.

 

5.3 Notwithstanding the foregoing in order to preserve the status quo pending the resolution by arbitration of a claim seeking relief of an injunctive or equitable nature, any party, upon submitting a matter to arbitration as required by this Paragraph 5, may simultaneously or thereafter seek a temporary restraining order or preliminary injunction from a court of competent jurisdiction pending the outcome of the arbitration.

 

5.4 This Paragraph 5 is intended to benefit the security holders, agents, affiliates, associates, employees and controlling persons of the Company, each of whom shall be deemed to be a third-party beneficiary of this Paragraph 5, and each of whom may enforce this Paragraph 5 to the full extent that the Company could do so if a controversy or claim were brought against it.

 

 

5.5 Subscriber acknowledges that this Paragraph 5 limits a number of Subscriber’s rights, including without limitation (i) the right to have claims resolved in a court of law and before a jury; (ii) certain discovery rights; and (iii) the right to appeal any decision.

 

6. Registration Rights. If, at such time in the future, and at the sole discretion of the Company, the Company elects to file a registration statement with the Securities and Exchange Commission, pursuant to either the Securities Act of 1933 or the Exchange Act of 1934, or both, any Shares then owned by the Subscriber shall be granted “piggy back” registration rights which will provide that said Shares may be registered with all other Shares of the Company. Any expenses incurred in connection with the registration of the Shareholder’s Shares shall be the obligation of the Company. Notwithstanding anything to the contrary, the Subscriber acknowledges that the Company is under no obligation to file a registration statement for any Shares, but, if one is filed, said Shares shall be included, as an accommodation to the Subscriber.

 

7. Applicable Law. This Agreement shall be construed in accordance with and governed by the laws applicable to contracts made and wholly performed in the State of Florida.

 

8. Execution in Counterparts. This Subscription Agreement may be executed in one or more counterparts.

 

9. Persons Bound. This Subscription Agreement shall, except as otherwise provided herein, inure to the benefit of and be binding on the Company and its successors and assigns and on each Subscriber and his respective heirs, executors, administrators, successors and assigns.

 

10. Entire Agreement. This Subscription Agreement, when accepted by the Company, will constitute the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, inducements or conditions, express or implied, oral or written, except as herein contained. This Subscription Agreement may not be modified, changed, waived or terminated other than by a writing executed by all the parties hereto. No course of conduct or dealing shall be construed to modify, amend or otherwise affect any of the provisions hereof.

 

11. Assignability. The Subscriber acknowledges that he may not assign any of his rights to or interest in or under this Agreement without the prior written consent of the Company, and any attempted assignment without such consent shall be void and without effect.

 

12. Notices. Any notice or other communication required or permitted hereunder shall be in writing and shall be delivered personally, telegraphed, telexed, sent by facsimile transmission or sent by certified, registered or express mail, postage prepaid, to the address of each party set forth herein. Any such notice shall be deemed given when delivered personally, telegraphed, telexed or sent by facsimile transmission or, if mailed, three days after the date of deposit in the United States mails.

 

13. Interpretation.

 

13.1 When the context in which words are used in this Agreement indicates that such is the intent, singular words shall include the plural, and vice versa, and masculine words shall include the feminine and neuter genders, and vice versa.

 

13.2 Captions are inserted for convenience only, are not a part of this Agreement, and shall not be used in the interpretation of this Agreement.

 

14. CERTIFICATION. THE SUBSCRIBER CERTIFIES THAT HE HAS READ THIS ENTIRE SUBSCRIPTION AGREEMENT AND THAT EVERY STATEMENT MADE BY THE SUBSCRIBER HEREIN IS TRUE AND COMPLETE.

 

THIS SPACE LEFT BLANK INTENTIONALLY

 

 

SUBSCRIBER SIGNATURE PAGE

 

The undersigned, desiring to subscribe for the number of Shares of common stock, $0.001 par value of BorrowMoney.com, Inc. (The “Company”) as is set forth below, acknowledges that he has received and understands the terms and conditions of the Subscription Agreement attached hereto and that he does hereby agree to al the terms and conditions contained therein.

 

IN WITNESS WHEREOF, the undersigned has hereby executed this Subscription Agreement as of the date set forth below.

 

(PLEASE PRINT OR TYPE)

 

Number of Shares of $0.001 par	____________________
Total Amount of Subscription:	$ ____________________

 

Exact name(s) of Subscriber(s):

 

Signature of Subscriber(s)

__________________________

 

		___________________________
___________________________		Residence or Mailing Address:
___________________________

 

Telephone Numbers (include Area Code):

 

Business:(  )                                               Home: (  )                                            

 

Social Security or Taxpayer

 

Identification Number(s): ________________________________________________

 

ACCEPTED BY: BORROWMONEY.COM, INC.

 

This _____day of _______, 2020

By: Aldo Piscitello, President

 

 

 

Exhibit 14.1

 

BORROWMONEY.COM, INC.

CODE OF BUSINESS CONDUCT AND ETHICS

 

September 2021

 

Introduction and Scope

 

The Board of Directors of BorrowMoney.com, Inc. (together with any subsidiaries, the “Company”) established this Code of Business Conduct and Ethics (this “Code”) to aid the Company’s directors, officers, employees and consultants in conducting the Company’s business affairs in accordance with standards of ethical conduct that will maintain and foster the Company’s reputation for honest and straightforward business dealings.

 

The Company’s Board of Directors or any committee designated by the Board of Directors is responsible for administering this Code. The Board of Directors has delegated day-to-day responsibility for administering and interpreting this code to a Compliance Officer. The Company’s General Counsel has been appointed as the Compliance Officer under this Code.

 

Every director, officer, employee and consultant of the Company (each a “Covered Person,” and collectively the “Covered Persons”) is subject to and must abide by this Code. Covered Persons are expected to exercise reasonable judgment when conducting the Company’s business.

 

Nothing in this Code alters the at-will status of any employee or consultant of the Company.

 

Honest, Lawful and Ethical Conduct

 

The conduct of Covered Persons in performing their duties on behalf of the Company should in all situations, as to all matters and at all times, be honest, lawful and in accordance with high ethical and professional standards. In addition, the conduct of Covered Persons should at all times be respectful of the rights of others and in the best interests of the Company.

 

The requirements of honest, lawful and ethical conduct are broad and stated in general terms. As such, this Code does not cover every issue that may arise, but instead sets out basic principles. The Company encourages Covered Persons to refer to this Code frequently to ensure that they are acting within both the letter and the spirit of this Code. The Company understands that this Code will not contain the answer to every situation that a Covered Person may encounter or every concern you may have about conducting the Company’s business ethically and legally. In these situations, or if a Covered Person has other questions or concerns about this Code, the Company encourages such Covered Person to speak with his or her immediate supervisor (if applicable) or, if he or she is uncomfortable doing so, with the Compliance Officer under this Code. Covered Persons may also utilize the procedures established from time to time by the Audit Committee of the Board of Directors (the “Audit Committee”) for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters. Such procedures are currently set forth below in this Code.

 

Contents of this Code

 

This Code has two sections which follow this Introduction. The first section, “Standards of Conduct,” contains the actual guidelines that Covered Persons are expected to adhere to in the conduct of the Company’s business. The second section, “Compliance Procedures,” contains specific information about how this Code functions, including who administers the Code, who can provide guidance under the Code and how violations may be reported, investigated and resolved. This section also contains a discussion about waivers of and amendments to this Code.

 

A Note About Other Obligations

 

Covered Persons generally have other legal and contractual obligations to the Company. This Code is not intended to reduce or limit such obligations. Instead, the standards in this Code should be viewed as the minimum standards that the Company expects from Covered Persons. In the event that a law conflicts with a policy in this Code, Covered Persons must comply with the law.

 

Covered Persons who are in or aware of a situation which may violate or lead to a violation of this Code should follow the guidelines described in this policy.

 

Standards of Conduct

 

Conflicts of Interest

 

The Company respects the privacy of Covered Persons and their right to engage in outside activities that do not conflict with the interests of the Company or impair or interfere with the performance of a Covered Person’s duties to the Company.

 

A “conflict of interest” exists when a Covered Person’s personal interest interferes with the interests of the Company. Conflicts of interest may arise in many situations. For example, a conflict of interest may arise when a Covered Person takes actions or has interests that may make it difficult to perform his or her work for the Company objectively and effectively. It is almost always a conflict of interest for a Covered Person to work simultaneously for a competitor, customer or supplier. Covered Persons should avoid any material business relationship with the Company’s customers, suppliers and competitors, except when acting on the Company’s behalf. A conflict of interest may also arise when any Covered Person, or any member of his or her immediate family, receives improper personal benefits as a result of the Covered Person’s position with the Company. If a Covered Person’s spouse or other immediate family member works for a firm that does business with or competes against the Company, the Compliance Officer should be advised of the situation in writing.

 

 

The Company has the right and obligation to determine whether conflicts of interest exist and to take appropriate action to address them. Any Covered Person who has a question about whether or not he or she has a conflict of interest should bring it to the attention of his or her immediate supervisor or the Compliance Officer. Before engaging in any material transaction or relationship that reasonably could give rise to a conflict of interest, each Covered Person must provide full and fair disclosure of all relevant facts and circumstances to the Compliance Officer. If the Covered Person is a director, executive officer or other person subject to the Company’s Related Persons Transaction Policy, the Compliance Officer will review the transaction or relationship in accordance with the Related Persons Transaction Policy and determine whether to submit the relationship or transaction for review and approval by the Audit Committee or another independent body of the Company’s Board of Directors. In the case of any other Covered Person or in the case where the Compliance Officer determines that the relationship or transaction does not require the review and approval of the Audit Committee or another independent body, the Compliance Officer will determine whether or not to approve the relationship or transaction.

 

Compliance with Laws, Rules and Regulations

 

The Company seeks to conduct its business in compliance with applicable laws, rules and regulations. No Covered Person should engage in any unlawful activity in conducting the Company’s business or in performing his or her day-to-day duties, nor should any Covered Person instruct others to do so. This Code should be read in conjunction with the Company’s Employee Resource Guide and other existing policies, practices and procedures, including but not limited to the LendingTree Securities Trading Policy, the Policy Regarding Employee Reporting of Financial & Audit Related Concerns, and the Company’s policies and agreements concerning proprietary inventions, trade secrets and employee conduct.

 

Protection and Proper Use of the Company’s Assets

 

Loss, theft and misuse of the Company’s assets has a direct impact on the Company’s business and its profitability. Covered Persons are expected to protect the Company’s assets that are entrusted to them and to protect the Company’s assets in general. Covered Persons are also expected to take steps to ensure that the Company’s assets are used only for legitimate business purposes.

 

Confidentiality

 

Confidential information generated and gathered in the Company’s business plays a vital role in the Company’s business, prospects and ability to compete. “Confidential information” includes all non- public information that might be of use to competitors, or harmful to the Company or its customers or suppliers, if disclosed. It can also include information entrusted to the Company by its suppliers or customers. Covered Persons must maintain the confidentiality of such confidential information, except when disclosure is authorized by the Company or required by applicable law, rule or regulation or pursuant to an applicable legal proceeding. Covered Persons may only use confidential information for legitimate Company purposes.

 

Covered Persons must return all of the Company’s confidential and/or proprietary information in their possession to the Company when they cease to be employed by or otherwise serve the Company.

 

Fair Dealing

 

Competing vigorously, yet lawfully, with competitors and establishing advantageous, but fair, business relationships with consumers, vendors, lenders, other customers, third-party intermediaries and suppliers is a part of the foundation for long-term success. Unlawful and unethical conduct, even if it leads to short-term gains, may damage a company’s reputation and long-term business prospects. Accordingly, it is the Company’s policy that Covered Persons endeavor to deal ethically and lawfully with the Company’s consumers, vendors, lenders, other customers, third-party intermediaries, suppliers and competitors and their respective employees in all business dealings on the Company’s behalf.

 

 

Accuracy of Records

 

It is the Company’s policy to maintain its books, records, accounts and financial statements in reasonable detail so that they appropriately reflect the Company’s transactions and conform both to applicable legal requirements and to the Company’s system of internal controls. No Covered Person may cause the Company to enter into a transaction with the intent to document it or record it in a deceptive or unlawful manner. No Covered Person may create any false or artificial documentation for any transaction entered into by the Company. Unrecorded or “off the books” funds or assets should not be maintained unless permitted by applicable law or regulation and brought to the attention of the Company’s Chief Accounting Officer.

 

Disclosure and Financial Reporting

 

The Company is committed to providing full, fair, accurate, timely and understandable disclosure in all reports and documents filed with or submitted to the Securities and Exchange Commission (“SEC”) and in all other public communications made by the Company. It is the Company’s policy to maintain disclosure controls and procedures that are designed to ensure that the information required to be disclosed by the Company in the reports it files with or submits to the SEC is recorded, processed, summarized and reported accurately, within the time periods specified in the SEC’s rules and forms. Covered Persons responsible for SEC filings and submissions and other public disclosures should report financial results in a way that enables the Company to fairly present the consolidated financial position and the consolidated results of operations and cash flows of the Company in conformity with accounting principles generally accepted in the United States, applied on a consistent basis.

 

Any Covered Person who learns of any material information affecting or potentially affecting the accuracy or adequacy of the disclosures made by the Company in its SEC filings, submissions or other public statements should report the same to the Compliance Officer or through the procedures established from time to time by the Audit Committee for the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, as set forth below.

 

Improper Influence of Auditors

 

No Covered Person may take any action to fraudulently influence, coerce, manipulate or mislead the Company’s auditor of the Company’s financial statements for the purpose of rendering those financial statements materially misleading.

 

Accepting or Offering Gifts and Gratuities

 

No Covered Person may offer or give (directly or indirectly) any improper gift, favor, kickback or other improper payment or consideration to any customer, supplier, government official, including, without limitation, any foreign government official, or any other person for assistance or influence concerning any transaction affecting the Company. No Covered Person may ask for or accept (directly or indirectly) any improper gift, favor, kickback or other improper payment or consideration from a customer, government official or any other person in consideration for assistance or influence concerning any transaction affecting the Company. Any Covered Person aware of a person offering, giving, asking for or accepting an offer of a gift, gratuity or other personal consideration to influence a business transaction affecting the Company should report the same to the Compliance Officer or through the procedures established from time to time by the Audit Committee for the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, as set forth below.

 

These provisions are not intended to apply to routine, reasonable business entertainment or gifts of minor value customary in local business relationships, provided that no laws or Company policies, including but not limited to, the Company’s Gifts and Gratuities Policy, are violated.

 

 

Compliance Procedures

 

Communications of this Code

 

All Covered Persons will be provided with a copy of this Code upon beginning service with the Company. Updates to this Code will be provided from time to time. The standards in this Code may be further explained or implemented through the Company’s Employee Resource Guide and other policy memoranda, including those relating to specific areas of the Company’s business. A Covered Person may obtain a copy of this Code or any such memoranda upon request to the Compliance Officer. This Code is also available via the Company’s intranet or by accessing the “Investors” section of the Company’s website at www.borrowmoney.com/investor-relations

 

Monitoring Compliance and Disciplinary Action

 

The Company’s management, under the supervision of its Board of Directors or a committee thereof or, in the case of accounting, internal accounting controls or auditing matters, the Audit Committee, will take reasonable steps from time to time to (i) monitor compliance with this Code, including the establishment of monitoring systems that are reasonably designed to investigate and detect conduct in violation of this Code and (ii) when appropriate, impose and enforce appropriate disciplinary measures for violations of this Code.

 

The Company’s management will periodically report to the Board of Directors or a committee thereof on these compliance efforts including, without limitation, periodic reporting of alleged violations of this Code and the actions taken with respect to any such violation.

 

Reporting Concerns/ Receiving Advice/ No Retaliation

 

Be Proactive. Every Covered Person is expected to act proactively by asking questions, seeking guidance and reporting violations of this Code and other policies and procedures of the Company, as well as any violation of applicable law, rule or regulation arising in the conduct of the Company’s business or occurring on the Company’s property. If any Covered Person believes that actions have taken place, may be taking place, or may be about to take place that violate or would violate this Code, he or she is expected to bring the matter to the attention of a supervisor, the Compliance Officer or report the matter through the procedures established from time to time by the Audit Committee for the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, as set forth below.

 

Seeking Guidance. The best starting point for a Covered Person seeking advice on ethics-related issues or reporting potential violations of this Code will usually be his or her immediate supervisor. However, if the conduct in question involves the Covered Person’s immediate supervisor, if the Covered Person does not have an immediate supervisor, if the Covered Person has reported the conduct in question to his or her immediate supervisor and does not believe that he or she has dealt with it properly, or if the Covered Person does not feel that he or she can discuss the matter with his or her immediate supervisor, the Covered Person may raise the matter By e-mail to [email protected] (anonymity cannot be maintained).

 

Reporting Accounting and Other Concerns. Any Covered Person who learns of any violation or potential violation concerning accounting, internal accounting controls or auditing matters should promptly bring the matter to the Audit Committee. Accounting, internal accounting control and auditing matters include but are not limited to information concerning (i) significant deficiencies or material weaknesses in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data accurately, (ii) any fraud, whether or not material, involving management or other employees who have a significant role in the Company’s financial reporting, disclosures or internal controls, (iii) improper influence of an auditor of the Company’s financial statements or (iv) the accuracy or adequacy of the disclosures made by the Company in its SEC filings or submissions or other public disclosures.

 

 

Anonymity. When reporting suspected violations of this Code, the Company prefers that Covered Persons identify themselves in order to facilitate the Company’s ability to take appropriate steps to address the report, including conducting any appropriate investigation. However, the Company also recognizes that some people may feel more comfortable reporting a suspected violation anonymously. If a Covered Person wishes to remain anonymous, he or she may do so, and the Company will use reasonable efforts to protect the confidentiality of the reporting person subject to applicable law, rule or regulation or to any applicable legal proceedings. In the event the report is made anonymously, however, the Company may not have sufficient information to look into or otherwise investigate or evaluate the allegations. Accordingly, Covered Persons who make reports anonymously should provide as much detail as is reasonably necessary to permit the Company to evaluate the matter(s) set forth in the anonymous report and, if appropriate, commence and conduct an appropriate investigation.

 

Protection for Reporting Violations. It is prohibited, and is a violation of this Code, for the Company or any person to retaliate in any way against any Covered Person who, acting in good faith, reports information concerning suspected misconduct.

 

Misuse of Reporting Channels. Covered Persons may not use these reporting channels in bad faith or in a false or frivolous manner.

 

Enforcement

 

Investigating Reports of Violations. The Company is committed to full, prompt and fair enforcement of the provisions of this Code. Upon receipt of any concern, other than an accounting, internal accounting control or auditing concern, the Compliance Officer will promptly initiate an investigation to gather the relevant facts. Upon receipt of any accounting, internal accounting control and auditing concern, the Audit Committee will promptly initiate an investigation to gather the relevant facts. In conducting and monitoring investigations, the Compliance Officer or Audit Committee, as applicable, may consult and coordinate as appropriate with other Covered Persons, including but not limited to members of the Company’s senior management team, Internal Audit Department, Finance Department or Human Resources Department, and will seek to ensure that the provisions of this Code are applied and enforced consistently across the Company. All lawful and appropriate investigative means and methods may be utilized in the conduct of the investigation. All Covered Persons should cooperate in the investigation when called upon to do so. A failure to cooperate may itself constitute a violation of the Code.

 

Sanctions for Violations. Appropriate disciplinary action will be determined upon completion of the investigation, if the Compliance Officer or Audit Committee, as applicable, concludes that a violation of the Code has been committed and disciplinary action is warranted. Any violation of this Code may result in serious sanctions by the Company, which may include but is not limited to, dismissal, suspension without pay, loss of pay or bonus, loss of benefits or demotion.

 

Any disciplinary action to be taken against an employee will be subject to the approval of senior management and will be carried out by the Human Resources Department.

 

Waivers of the Code of Business Conduct and Ethics

 

No waiver of any provisions of this Code for the benefit of a director or officer (which includes without limitation, for purposes of this Code, the Company’s principal executive, financial and accounting officers) will be effective unless (i) approved by the Board of Directors or, if permitted, a committee thereof, and (ii) if applicable, such waiver is promptly disclosed to the Company’s shareholders in accordance with applicable United States securities laws and/or the rules and regulations of the NASDAQ Stock Market, as the case may be.

 

Any waivers of this Code for other employees or consultants may be made by the Compliance Officer, the Company’s Chief Executive Officer, the Board of Directors or, if permitted, a committee thereof.

 

All amendments to this Code must be approved by the Board of Directors or a committee thereof and, if applicable, must be promptly disclosed to the Company’s shareholders in accordance with applicable United States securities laws and/or the rules and regulations of S.E.C.

 

 

 

Exhibit 31.1

 

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Aldo Piscitello, certify that:

 

1. I have reviewed this Annual Report on Form 10-K of BorrowMoney.com, Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: December 29, 2021	By:	/s/ Aldo Piscitello
		Aldo Piscitello
		Chief Executive Officer

 

 

 

Exhibit 32.1

 

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Annual Report of BorrowMoney.com, Inc. (the “Company”) on Form 10-K for the fiscal year ended August 31, 2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

 

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and

 

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Dated: December 29, 2021
	By:	/s/ Aldo Piscitello
		Aldo Piscitello
		Chief Executive Officer

 

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002, or other document authentications, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to BorrowMoney.com, Inc and will be retained by BorrowMoney.com, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

 

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