| (1) |
REPRESENTS THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH
ACCOUNT; AND
|
| (2) |
AGREES FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOT OFFER, SELL OR OTHERWISE TRANSFER THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT ONLY:
|
| (A) |
TO THE COMPANY OR ANY SUBSIDIARY THEREOF;
|
| (B) |
PURSUANT TO A REGISTRATION STATEMENT THAT IS EFFECTIVE UNDER THE SECURITIES ACT;
|
| (C) |
TO A PERSON REASONABLY BELIEVED TO BE A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT;
|
| (D) |
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT; OR
|
| (E) |
PURSUANT TO ANY OTHER EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
|
|
CUSIP No.:
|
532206 AB5 |
Certificate No. R-1
|
|
ISIN No.:
|
US532206AB50 |
|
LIFE360, INC.
|
|||||
|
Date:
|
By:
|
||||
|
Name:
|
|||||
|
Title:
|
|||||
|
Date:
|
By:
|
||||
|
Authorized Signatory
|
|||||
|
Date
|
Amount of Increase (Decrease)
in Principal Amount of this
Global Note
|
Principal Amount of this
Global Note After Such
Increase (Decrease)
|
Signature of Authorized
Signatory of Trustee
|
|||
|
☐
|
the entire principal amount of
|
|
☐
|
$______* aggregate principal amount of
|
|
Date:
|
||||
| (Legal Name of Holder) | ||||
|
By:
|
||||
|
Name:
|
||||
| Title: | ||||
|
Signature Guaranteed:
|
||||
|
Participant in a Recognized Signature
Guarantee Medallion Program
|
||||
|
By:
|
||||
|
Authorized Signatory
|
||||
|
☐
|
the entire principal amount of
|
|
☐
|
$______* aggregate principal amount of
|
|
Date:
|
||||
| (Legal Name of Holder) | ||||
|
By:
|
||||
|
Name:
|
||||
| Title: | ||||
|
Signature Guaranteed:
|
||||
|
Participant in a Recognized Signature
Guarantee Medallion Program
|
||||
|
By:
|
||||
|
Authorized Signatory
|
||||
|
*
|
Must be an Authorized Denomination.
|
|
☐
|
the entire principal amount of
|
|
☐
|
$______* aggregate principal amount of
|
|
Name:
|
|||
|
Address:
|
|||
|
Social security or tax id. #:
|
|||
|
and irrevocably appoints:
|
|||
|
Date:
|
||||
| (Legal Name of Holder) | ||||
|
By:
|
||||
|
Name:
|
||||
| Title: | ||||
|
Signature Guaranteed:
|
||||
|
Participant in a Recognized Signature
Guarantee Medallion Program
|
||||
|
By:
|
||||
|
Authorized Signatory
|
||||
| * |
Must be an Authorized Denomination.
|
| 1. |
☐ |
Such Transfer is being made to the Company or a Subsidiary of the Company.
|
| 2. |
☐ |
Such Transfer is being made pursuant to, and in accordance with, a registration statement that is effective under the Securities Act at the time of the Transfer.
|
| 3. | ☐ |
Such Transfer is being made pursuant to, and in accordance with, Rule 144A under the Securities Act, and, accordingly, the undersigned further certifies that the within Note is being transferred to a Person that the undersigned
reasonably believes is purchasing the within Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a Person reasonably
believed to be a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act in a transaction meeting the requirements of Rule 144A.
|
| 4. | ☐ |
Such Transfer is being made pursuant to, and in accordance with, any other available exemption from the registration requirements of the Securities Act (including, if available, the exemption provided by Rule 144 under the Securities
Act).
|
|
Dated:
|
||
| (Legal Name of Holder) | ||
|
By:
|
||
|
Name:
|
||
| Title: | ||
|
Signature Guaranteed:
|
||
|
(Participant in a Recognized Signature
Guarantee Medallion Program)
|
||
|
By:
|
||
|
Authorized Signatory
|
||