FORM OF SEED CAPITAL SUBSCRIPTION AGREEMENT Dated as of [ ]
FORM OF SEED CAPITAL SUBSCRIPTION AGREEMENT
Dated as of [ ]
Between CORGI ETF TRUST II, a Delaware statutory trust (the "Trust"), and CORGI STRATEGIES, LLC, a Delaware limited liability company (the "Purchaser").
In consideration of the covenants set forth below, the parties agree as follows:
WHEREAS, the Trust has been formed pursuant to a Declaration of Trust dated November 12, 2025 and intends to create a series known as the [ ] ETF ("[ ]") (the "Fund");
WHEREAS, to satisfy Section 14 of the Investment Company Act of 1940 (the "1940 Act"), the Trust desires to issue, and the Purchaser desires to purchase, shares of beneficial interest of the Fund (the "Shares") on the terms set forth herein.
ARTICLE I - PURCHASE AND SALE OF THE SHARES
Section 1.
Sale and Issuance.
The Trust shall issue
and sell to the Purchaser, and the Purchaser shall purchase, the number of
Shares of the Fund shown on Schedule A at the purchase price per Share
and aggregate purchase price set forth therein (collectively, the "Purchase
Price"). The Shares constitute the initial seed creation basket for the
Fund.
Section 2.
Form of Payment.
On or before the
Closing Date, the Purchaser shall deliver the Purchase Price in immediately
available U.S. funds to the account designated by the Trust, against which the
Trust will cause the Shares to be recorded in book-entry form in the name of
the Purchaser.
Section 3.
Closing.
The closing of the
purchase and sale contemplated hereby (the "Closing") shall take place
on such date, time and place as the parties may agree (the "Closing Date").
ARTICLE II - REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASER
Section 1.
Investment Intent.
The Purchaser is
purchasing the Shares for investment and for its own portfolio, without any
present plan to offer or dispose of them in a way that would breach the
Securities Act of 1933 (the "1933 Act").
Section 2.
Accredited Investor and Experience.
The Purchaser is an
"accredited investor" as defined in Rule 501(a) of Regulation D, is able to
bear the economic risk of an indefinite investment and possesses sufficient
knowledge and experience to evaluate the merits and risks of this investment.
Section 3.
Restricted Securities.
The Purchaser
acknowledges the Shares are unregistered and may be transferred only through an
effective 1933 Act registration or a permissible exemption.
Section 4.
Legends.
Any physical or
electronic record of the Shares may include the customary restrictive legend
and any additional legend mandated by law.
Section 5.
Counterparts.
The parties may sign
this Agreement in separate counterpart copies; every counterpart is deemed an
original and, together, they form a single agreement.
Section 6.
OFAC / AML.
The Purchaser
represents and warrants that neither it nor, to its knowledge, any director,
executive officer or beneficial owner of the Purchaser is (i)
the subject of sanctions administered or enforced by the U.S. Office of Foreign
Assets Control ("OFAC") or any other applicable sanctions authority, or
(ii) located, organized or resident in any country or territory that is the
subject of comprehensive OFAC sanctions.
Section 7.
Bad Actor Status.
The Purchaser is not
subject to any disqualifying event described in Rule 506(d)(1) under the 1933
Act.
ARTICLE III - REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE TRUST
Section 1.
Organization and Authorization.
The Trust is duly
formed and validly existing under Delaware law, and issuance of the Shares has
been duly authorized.
Section 2.
Registration Statement.
A registration
statement on Form N-1A (including any amendments or supplements, the "Registration
Statement") covering the Fund has been or will be filed with the U.S.
Securities and Exchange Commission (the "Commission").
Section 3.
Valid Issuance.
Upon issuance and
delivery under this Agreement, the Shares will be duly issued, fully paid and
non-assessable.
Section 4.
No Conflict.
The execution,
delivery and performance of this Agreement do not and will not result in any
material violation of the Trust's governing instruments or applicable law.
Section 5.
Consents.
No consent or
approval of any governmental authority is required for the consummation of the
transactions contemplated herein other than those already obtained or that will
be obtained on or before the Closing Date.
ARTICLE IV - MISCELLANEOUS
Section 1.
Consent to Filing.
The Purchaser
consents to the inclusion of this Agreement (or a summary thereof) as an
exhibit to the Registration Statement or any other filing by the Trust with the
Commission.
Section 2.
Governing Law.
This Agreement shall
be governed by and construed in accordance with the laws of the State of
Delaware, without regard to its conflict-of-laws rules.
Section 3.
Amendments.
No amendment or
waiver of any provision of this Agreement is effective unless in writing and
signed by both parties.
Section 4.
Severability.
If any provision is
held unenforceable, the remaining provisions shall remain in full force and
effect.
IN WITNESS WHEREOF, the parties have executed this Seed Capital Subscription Agreement as of the date first written above.
By: _______________________________
Name: ____________________________
Title: _____________________
CORGI STRATEGIES, LLC
By: _______________________________
Name: ____________________________
Title: _____________________
Schedule A - Seed Creation Basket
|
Fund |
Ticker |
Shares |
Price/Share |
Aggregate Purchase Price |
|
[ ] ETF |
[ ] |
4,000 |
$25.00 |
$100,000 |