The Reader and HiPoint Agro Bedding Corp (HiPoint) and HiPoint Facility locations (HiPoint / HPAB – #) herein (“Parties”) agree that the contents of this documentation are confidential and proprietary. That the reader is exploring an investment into HiPoint and/or a confidential business relationship concerning manure management, nutrient management, engineering, process flow, installation of the HiPoint™ process to recycle stall residuals using approved manufactured equipment, technical services, or other business sales or ventures. All parties agree to prevent the unauthorized disclosure of Confidential Information. All parties agree to enter into a confidential relationship with respect to the disclosure of proprietary and confidential information. Each Party agrees not to use any Confidential Information disclosed to it by the other participant (by document or otherwise and whether or not marked confidential) for its own use and not for any purpose other than to carry out discussions concerning, and the undertaking of, the business relationship. A fully executed mutual NDA will also be provided.
You agree you are a sophisticated investor and fall under the sophisticated franchisee exemption, that meets certain net worth, income, and financial experience requirements. Additionally, this falls under the large franchisee exemption where the “initial investment” must exceed $1,143,100.65 not including the cost of unimproved land or any financing from the franchisor or its affiliate. The underlying rationale of this exemption is predicated upon the assumption that a prospective franchisee’s ability to make a significant investment equates to a certain level of sophistication. These individuals are presumed to be capable of obtaining material information to evaluate the investment without the assistance of the government. If an exemption filing is required, then this must be filed by the franchise and agrees to indemnify HiPoint Agro Bedding Corp. its employees and associates for any documents or figures shown in this document.
This is not a legally binding document(s) nor guarantee of earnings, production, results or investment suitability. Individual Facility results will differ. All documentation remains the property of HiPoint Agro Bedding Corp. and their representatives. (“representing parties”) The contents of the representing parties’ plan(s) in paper form or presentation format are confidential. They are distributed to authorized persons only who are registered with the Company as recipients. Distribution to unregistered recipients is a breach of confidentiality provisions agreed to prior to receipt of the Summary, Plan, or Presentation. Operational performance of the representing parties may vary significantly from the performance projected herein. The information herein, whether stated or implied, is for educational purposes only and is not intended to be and must not be taken alone as the basis for any investment decision relating to the financial matters of the company.
These materials have been prepared for information purposes only and are not giving legal, accounting, investment or other advice. Readers should not act upon this information without seeking professional counsel. Reasonable attempts have been made to assure that the information contained in this paper is accurate. The representing parties assume no responsibility and disclaim any liability for any injury or damage resulting from the use or effect of any product or information specified in this paper. HPAB has made reasonable commercial efforts in the preparation of this document.
HiPoint Agro Bedding Corp. has not filed a registration statement under the federal laws of the United States or under the laws of any State of the United States of America nor are any of the securities of HiPoint Agro Bedding Corp. subject to any prospectus filed with any securities commission of any province of Canada. Any issuance or sale of securities will be made pursuant to exemptions from such requirements in any applicable jurisdiction including as a private company and/or private issuer or pursuant to private placement, sophisticated and/or accredited investor exemptions. To the extent required by law, a fully executed risk acknowledgment private placement document will be provided.
Forward thinking Statements
•Certain statements in this presentation are forward-looking information or forward-looking statements. Such information and statements, referred to herein as “forward-looking statements” are made as of the date of this presentation or as of the date of the effective date of information described in this presentation, as applicable. Forward-looking statements relate to future events or future performance and reflect current estimates, predictions, expectations or beliefs regarding future events. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (generally, forward-looking statements can be identified by use of words such as “outlook”, “expects”, “intend”, “forecasts”, “anticipates”, “plans”, “projects”, “estimates”, “envisages, “assumes”, “needs”, “strategy”, “goals”, “objectives”, or variations thereof, or stating that certain actions, events or results “may”, “can”, “could”, “would”, “might”, or “will” be taken, occur or be achieved, or the negative of any of these terms or similar expressions, and other similar terminology) are not statements of historical fact and may be forward-looking statements. Such forward-looking statements are based on a number of assumptions that may prove to be incorrect, including, but not limited to: the ability of HiPoint to execute on its business plan; HiPoint’s business performances; and HiPoint’s business prospects and opportunities. HiPoint considers these assumptions to be reasonable in the circumstances, given the time periods for such outlook. However, there can be no assurance that any one or more of the industry, market, operational or financial targets as set out herein will be achieved. Inherent in the forward-looking statements are known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements, or industry results, to differ materially from any results, performance or achievements expressed or implied by such forward-looking statements. • •
Prospective investors and/or current investors should not place undue reliance on these forward-looking statements as a prediction of actual results, as a number of important factors could cause the actual outcomes to differ materially from the beliefs, plans, objectives, expectations, estimates, assumptions, and intentions expressed in such forward-looking statements. The forward-looking statements reflect HiPoint’s current expectations and beliefs regarding future events and operating performance of HiPoint and is based on information currently available to HiPoint. Actual results may differ materially from the forward-looking statements contained herein. These risks include, but are not limited to, risks relating to dependence on key personal; access to capital; the risk of HiPoint’s business; the risk of a change in investment return; the potential for a conflict of interest; and tax related risks. The foregoing list of factors that may affect future results is not exhaustive. When relying on forward-looking statements, Investors should carefully consider the foregoing factors and other uncertainties and potential events. • •
The forward‐looking statements contained herein are current as of the date of this presentation. Except as required by law, HiPoint does not have any obligation to advise any person if it becomes aware of any inaccuracy in or omission from any forward-looking statement, nor does it intend, or assume any obligation, to update or revise these forward-looking statements to reflect new events or circumstances. Any and all forward-looking statement included in this presentation is expressly qualified by this cautionary statement, and except as otherwise indicated, is made as of the date of this presentation. •
You agree that certain statements in this presentation are forward-looking information or forward-looking statements.
The information in this presentation is furnished on a confidential basis to prospective investors and/or current investors solely to enable such persons to evaluate the securities described herein. By accepting delivery of a copy of this presentation, each such person agrees that he, she or it will not transmit, reproduce or otherwise make this presentation, or any information contained in it, available to any other person, other than those persons, if any, retained by such person to advise such person with respect to an investment in the securities of HiPoint, without the prior written consent of HiPoint. In consideration for the time and effort expended by HiPoint and its representatives to prepare this presentation, these obligations shall survive indefinitely, whether or not a prospective investor and/or current investor acquires any securities of HiPoint. Securities legislation in certain of the Canadian provinces or US states provides purchasers, in addition to any other rights they may have at law, with a remedy for rescission or damages where an offering memorandum or this presentation, or any amendment to either of them, and in some cases, advertising and sales literature used in connection therewith, contains a misrepresentation. Please consult your legal advisor in respect thereof. All dollar figures contained in this presentation are in USD, unless otherwise stated.
HiPoint and the Reader each acknowledge that this document contains forward-thinking statements and is not a guarantee of earnings. You agree to these terms and conditions and disclaimer in full.